Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 09, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | Blink Charging Co. | |
Entity Central Index Key | 1,429,764 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 25,719,585 | |
Trading Symbol | BLNK | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current Assets: | ||
Cash and Cash Equivalents | $ 21,304,407 | $ 185,151 |
Accounts receivable and other receivables, net | 207,122 | 227,918 |
Inventory, net | 765,870 | 247,466 |
Current portion of operating lease right-of-use asset | 95,866 | |
Prepaid expenses and other current asset | 866,219 | 108,352 |
Total Current Assets | 23,239,484 | 768,887 |
Property and equipment, net | 350,106 | 376,920 |
Operating lease right-of-use asset, non-current portion | 183,746 | |
Intangible assets, net | 98,430 | 106,167 |
Deferred public offering costs | 1,367,730 | |
Other assets | 64,673 | 67,309 |
Total Assets | 23,936,439 | 2,687,013 |
Current Liabilities: | ||
Accounts payable | 1,555,220 | 4,228,073 |
Accrued expenses | 2,737,344 | 23,135,344 |
Accrued issuable equity | 1,131,474 | 2,939,906 |
Derivative liabilities | 24,240 | 3,448,390 |
Current portion of convertible notes payable | 50,000 | |
Convertible notes payable - related party | 747,567 | |
Notes payable | 337,966 | 597,966 |
Current portion of operating lease liabilities | 95,866 | |
Current portion of deferred revenue | 401,458 | 383,771 |
Total Current Liabilities | 6,283,568 | 35,531,017 |
Convertible notes payable, non-current portion, net of debt discount of $0 and $499,435 as of September 30, 2018 and December 31, 2017, respectively | 3,200,096 | |
Operating lease liabilities, non-current portion | 187,548 | |
Deferred revenue, non-current portion | 18,456 | 50,283 |
Total Liabilities | 6,489,572 | 38,781,396 |
Series B Convertible Preferred Stock, 10,000 shares designated, 0 and 8,250 issued and outstanding as of September 30, 2018 and December 31, 2017, respectively | 825,000 | |
Commitments and contingencies | ||
Stockholders' Equity (Deficiency): | ||
Common stock, $0.001 par value, 500,000,000 shares authorized, 25,564,103 and 5,523,673 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively | 25,564 | 5,524 |
Additional paid-in capital | 175,021,206 | 119,499,141 |
Accumulated deficit | (157,599,908) | (156,435,278) |
Total Stockholders' Equity (Deficiency) | 17,446,867 | (36,919,383) |
Total Liabilities and Stockholders' Equity (Deficiency) | 23,936,439 | 2,687,013 |
Series A Convertible Preferred Stock [Member] | ||
Stockholders' Equity (Deficiency): | ||
Preferred stock, $0.001 par value, 40,000,000 shares authorized; | 11,000 | |
Series C Convertible Preferred Stock [Member] | ||
Stockholders' Equity (Deficiency): | ||
Preferred stock, $0.001 par value, 40,000,000 shares authorized; | 230 | |
Series D Convertible Preferred Stock [Member] | ||
Stockholders' Equity (Deficiency): | ||
Preferred stock, $0.001 par value, 40,000,000 shares authorized; | $ 5 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Convertible notes, debt discount non current | $ 0 | $ 499,435 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 25,564,103 | 5,523,673 |
Common stock, shares outstanding | 25,564,103 | 5,523,673 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 0 | 8,250 |
Preferred stock, shares outstanding | 0 | 8,250 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 11,000,000 |
Preferred stock, shares outstanding | 0 | 11,000,000 |
Series C Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized | 250,000 | 250,000 |
Preferred stock, shares issued | 0 | 229,551 |
Preferred stock, shares outstanding | 0 | 229,551 |
Series D Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized | 13,000 | 13,000 |
Preferred stock, shares issued | 5,453 | 0 |
Preferred stock, shares outstanding | 5,453 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenues: | ||||
Total Revenues | $ 546,844 | $ 606,899 | $ 1,767,182 | $ 1,735,493 |
Cost of Revenues: | ||||
Total Cost of Revenues | 440,081 | 305,610 | 1,317,823 | 1,128,066 |
Gross Profit | 106,763 | 301,289 | 449,359 | 607,427 |
Operating Expenses: | ||||
Compensation | 2,842,733 | 1,080,644 | 7,717,733 | 4,091,681 |
General and administrative expenses | 467,073 | 222,399 | 949,592 | 774,482 |
Other operating expenses | 319,537 | 227,927 | 996,529 | 681,630 |
Lease termination costs | 300,000 | |||
Total Operating Expenses | 3,629,343 | 1,530,970 | 9,663,854 | 5,847,793 |
Loss From Operations | (3,509,882) | (1,229,681) | (9,201,797) | (5,240,366) |
Other Income (Expense) | ||||
Interest expense | (95,215) | (113,516) | (454,164) | |
Interest expense - related party share transfer (see Note 9) | (785,200) | |||
Amortization of discount on convertible debt | (151,002) | (528,929) | (1,863,680) | |
(Loss) Gain on settlement of accounts payable, net | (1,014) | 920,352 | 22,914 | |
Loss on settlement reserve | (12,450,000) | (127,941) | (12,975,588) | |
Change in fair value of derivative and other accrued liabilities | 1,349,886 | (72,101,423) | 4,997,721 | (72,882,216) |
Loss on settlement of liabilities for equity | (7,570,581) | (2,136,860) | (7,570,581) | |
Loss on deconsolidation of 350 Green | (97,152) | |||
Gain on settlement of liabilities to JMJ for equity | 5,800,175 | |||
Non-compliance penalty for SEC registration requirement | (21,516) | (73,498) | ||
Other income | 24,063 | 24,063 | ||
Total Other Income (Expense) | 1,373,949 | (92,390,751) | 8,049,865 | (95,893,965) |
Net Loss | (2,135,933) | (93,620,432) | (1,164,630) | (101,134,331) |
Dividend attributable to Series C shareholders | (828,500) | (607,800) | (2,374,300) | |
Deemed dividend | (23,458,931) | |||
Net Loss Attributable to Common Shareholders | $ (2,148,631) | $ (94,448,932) | $ (25,231,361) | $ (103,508,631) |
Net Loss Per Share | ||||
Basic | $ (0.09) | $ (34.68) | $ (1.33) | $ (52.04) |
Diluted | $ (0.13) | $ (34.68) | $ (1.47) | $ (52.04) |
Weighted Average Number of Common Shares Outstanding | ||||
Basic | 24,867,869 | 2,723,437 | 18,916,432 | 1,989,022 |
Diluted | 25,292,550 | 2,723,437 | 19,113,426 | 1,989,022 |
Charging Service Revenue [Member] | ||||
Revenues: | ||||
Total Revenues | $ 320,388 | $ 295,202 | $ 927,485 | $ 879,428 |
Product Sales [Member] | ||||
Revenues: | ||||
Total Revenues | 102,958 | 157,264 | 381,557 | 367,808 |
Network Fees [Member] | ||||
Revenues: | ||||
Total Revenues | 55,540 | 59,604 | 168,825 | 168,334 |
Warranty [Member] | ||||
Revenues: | ||||
Total Revenues | 25,099 | 36,484 | 89,458 | 103,188 |
Grant and Rebate [Member] | ||||
Revenues: | ||||
Total Revenues | 6,724 | 14,978 | 68,062 | 93,798 |
Other [Member] | ||||
Revenues: | ||||
Total Revenues | 36,135 | 43,367 | 131,795 | 122,937 |
Cost of Charging Services [Member] | ||||
Cost of Revenues: | ||||
Total Cost of Revenues | 18,823 | 106,606 | 141,644 | 171,284 |
Host Provider Fees [Member] | ||||
Cost of Revenues: | ||||
Total Cost of Revenues | 91,564 | 55,047 | 297,296 | 202,432 |
Cost of Product Sales [Member] | ||||
Cost of Revenues: | ||||
Total Cost of Revenues | 63,583 | 4,661 | 166,403 | 245,832 |
Network Costs [Member] | ||||
Cost of Revenues: | ||||
Total Cost of Revenues | 73,858 | 21,781 | 218,083 | 236,675 |
Warranty and Repairs and Maintenance [Member] | ||||
Cost of Revenues: | ||||
Total Cost of Revenues | 121,957 | 30,771 | 271,686 | (26,325) |
Depreciation and Amortization [Member] | ||||
Cost of Revenues: | ||||
Total Cost of Revenues | $ 70,296 | $ 86,744 | $ 222,711 | $ 298,168 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficiency) (Unaudited) - USD ($) | Convertible Preferred Stock - Series A [Member] | Convertible Preferred Stock - Series C [Member] | Convertible Preferred Stock - Series D [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Noncontrolling Interest Deficit [Member] | Total | |
Balance at Dec. 31, 2016 | $ 11,000 | $ 150 | $ 1,610 | $ 64,078,182 | $ (81,071,782) | $ (3,831,314) | $ (20,812,154) | ||
Balance, shares at Dec. 31, 2016 | 11,000,000 | 150,426 | 1,609,530 | ||||||
Stock-based compensation | 35,961 | 35,961 | |||||||
Series C convertible preferred stock dividends: Accrual of dividends earned | (754,900) | (754,900) | |||||||
Net income (loss) | (3,097,732) | (3,097,732) | |||||||
Balance at Mar. 31, 2017 | $ 11,000 | $ 150 | $ 1,610 | 63,359,243 | (84,169,514) | (3,831,314) | (24,628,825) | ||
Balance, shares at Mar. 31, 2017 | 11,000,000 | 150,426 | 1,609,530 | ||||||
Balance at Dec. 31, 2016 | $ 11,000 | $ 150 | $ 1,610 | 64,078,182 | (81,071,782) | (3,831,314) | (20,812,154) | ||
Balance, shares at Dec. 31, 2016 | 11,000,000 | 150,426 | 1,609,530 | ||||||
Series D convertible preferred stock issued in satisfaction of liabilities | |||||||||
Warrants reclassified from derivative liabilities | |||||||||
Warrants issued in satisfaction of accrued issuable equity | |||||||||
Net income (loss) | (101,134,331) | ||||||||
Balance at Sep. 30, 2017 | $ 11,000 | $ 220 | $ 4,813 | 115,474,814 | (182,206,113) | (66,715,266) | |||
Balance, shares at Sep. 30, 2017 | 11,000,000 | 220,432 | 4,812,632 | ||||||
Balance at Mar. 31, 2017 | $ 11,000 | $ 150 | $ 1,610 | 63,359,243 | (84,169,514) | (3,831,314) | (24,628,825) | ||
Balance, shares at Mar. 31, 2017 | 11,000,000 | 150,426 | 1,609,530 | ||||||
Stock-based compensation | 25,766 | 25,766 | |||||||
Series C convertible preferred stock dividends: Accrual of dividends earned | (790,900) | (790,900) | |||||||
Series C convertible preferred stock issued in satisfaction of public information fee | $ 30 | 3,023,470 | 3,023,500 | ||||||
Series C convertible preferred stock issued in satisfaction of public information fee, shares | 30,235 | ||||||||
Series C convertible preferred stock issued in satisfaction of registration rights penalty | $ 13 | 1,245,487 | 1,245,500 | ||||||
Series C convertible preferred stock issued in satisfaction of registration rights penalty, shares | 12,455 | ||||||||
Series C convertible preferred stock dividends: Payment of dividends in kind | $ 19 | 1,904,981 | 1,905,000 | ||||||
Series C convertible preferred stock dividends: Payment of dividends in kind, shares | 19,050 | ||||||||
Common stock issued in partial satisfaction of debt | $ 21 | 181,904 | 181,925 | ||||||
Common stock issued in partial satisfaction of debt, shares | 21,166 | ||||||||
Deconsolidation of 350 Green | 3,831,314 | 3,831,314 | |||||||
Net income (loss) | (4,416,167) | (4,416,167) | |||||||
Balance at Jun. 30, 2017 | $ 11,000 | $ 212 | $ 1,631 | 68,949,951 | (88,585,681) | (19,622,887) | |||
Balance, shares at Jun. 30, 2017 | 11,000,000 | 212,166 | 1,630,696 | ||||||
Stock-based compensation | $ 10 | 142,209 | 142,219 | ||||||
Stock-based compensation, shares | 10,000 | ||||||||
Series C convertible preferred stock dividends: Accrual of dividends earned | (828,500) | (828,500) | |||||||
Series C convertible preferred stock dividends: Payment of dividends in kind | $ 8 | 826,492 | 826,500 | ||||||
Series C convertible preferred stock dividends: Payment of dividends in kind, shares | 8,266 | ||||||||
Common stock issued in exchange for warrants | $ 3,171 | 46,384,662 | 46,387,833 | ||||||
Common stock issued in exchange for warrants, shares | 3,170,937 | ||||||||
Impact of share rounding as a result of reverse stock split | $ 1 | 1 | |||||||
Impact of share rounding as a result of reverse stock split, shares | 999 | ||||||||
Net income (loss) | (93,620,432) | (93,620,432) | |||||||
Balance at Sep. 30, 2017 | $ 11,000 | $ 220 | $ 4,813 | 115,474,814 | (182,206,113) | (66,715,266) | |||
Balance, shares at Sep. 30, 2017 | 11,000,000 | 220,432 | 4,812,632 | ||||||
Balance at Dec. 31, 2017 | $ 11,000 | $ 230 | $ 5,524 | 119,499,141 | (156,435,278) | (36,919,383) | |||
Balance, shares at Dec. 31, 2017 | 11,000,000 | 229,551 | 5,523,673 | ||||||
Stock-based compensation | $ 932 | 2,664,343 | 2,665,275 | ||||||
Stock-based compensation, shares | 932,328 | ||||||||
Series C convertible preferred stock dividends: Accrual of dividends earned | (607,800) | (607,800) | |||||||
Series C convertible preferred stock dividends: Payment of dividends in kind | $ 25 | 2,500,575 | 2,500,600 | ||||||
Series C convertible preferred stock dividends: Payment of dividends in kind, shares | 25,006 | ||||||||
Common stock and warrants issued in public offering | [1] | $ 4,353 | 14,876,462 | 14,880,815 | |||||
Common stock and warrants issued in public offering, shares | [1] | 4,353,000 | |||||||
Common stock issued upon conversion of Series A convertible preferred stock | $ (11,000) | $ 550 | 10,450 | ||||||
Common stock issued upon conversion of Series A convertible preferred stock, shares | (11,000,000) | 550,000 | |||||||
Common stock issued in satisfaction of Series B convertible preferred stock | $ 223 | 824,777 | 825,000 | ||||||
Common stock issued in satisfaction of Series B convertible preferred stock, shares | 223,235 | ||||||||
Common stock issued upon conversion of Series C convertible preferred stock | $ (255) | $ 9,112 | (8,857) | ||||||
Common stock issued upon conversion of Series C convertible preferred stock, shares | (254,557) | 9,111,644 | |||||||
Series D convertible preferred stock issued in satisfaction of liabilities | $ 12 | 12,004,988 | 12,005,000 | ||||||
Series D convertible preferred stock issued in satisfaction of liabilities, shares | 12,005 | ||||||||
Common stock issued in partial satisfaction of debt and other liabilities | $ 1,488 | 4,282,500 | 4,283,988 | ||||||
Common stock issued in partial satisfaction of debt and other liabilities, shares | 1,488,021 | ||||||||
Warrants reclassified from derivative liabilities | 36,445 | 36,445 | |||||||
Beneficial conversion feature of Series B and C convertible preferred stock | 23,458,931 | 23,458,931 | |||||||
Deemed dividend related to immediate accretion of beneficial conversion of Series B and C convertible preferred stock | (23,458,931) | (23,458,931) | |||||||
Contribution of capital - related party share transfer | 785,200 | 785,200 | |||||||
Net income (loss) | 2,204,088 | 2,204,088 | |||||||
Balance at Mar. 31, 2018 | $ 12 | $ 22,182 | 156,868,224 | (154,231,190) | 2,659,228 | ||||
Balance, shares at Mar. 31, 2018 | 12,005 | 22,181,901 | |||||||
Balance at Dec. 31, 2017 | $ 11,000 | $ 230 | $ 5,524 | 119,499,141 | (156,435,278) | (36,919,383) | |||
Balance, shares at Dec. 31, 2017 | 11,000,000 | 229,551 | 5,523,673 | ||||||
Series D convertible preferred stock issued in satisfaction of liabilities | 12,005,000 | ||||||||
Warrants reclassified from derivative liabilities | 36,445 | ||||||||
Warrants issued in satisfaction of accrued issuable equity | 409,042 | ||||||||
Net income (loss) | (1,164,630) | ||||||||
Balance at Sep. 30, 2018 | $ 5 | $ 25,564 | 175,021,206 | (157,599,908) | 17,446,867 | ||||
Balance, shares at Sep. 30, 2018 | 5,453 | 25,564,103 | |||||||
Balance at Mar. 31, 2018 | $ 12 | $ 22,182 | 156,868,224 | (154,231,190) | 2,659,228 | ||||
Balance, shares at Mar. 31, 2018 | 12,005 | 22,181,901 | |||||||
Common stock issued in partial satisfaction of debt and other liabilities | $ 25 | 69,975 | 70,000 | ||||||
Common stock issued in partial satisfaction of debt and other liabilities, shares | 25,669 | ||||||||
Common stock issued upon conversion of Series D convertible preferred stock | $ (4) | $ 1,400 | (1,396) | ||||||
Common stock issued upon conversion of Series D convertible preferred stock, shares | (4,368) | 1,400,000 | |||||||
Proceeds from exercise of warrants | $ 4,034 | 17,139,022 | 17,143,056 | ||||||
Proceeds from exercise of warrants, shares | 4,033,660 | ||||||||
Return and retirement of common stock | $ (2,942) | 2,942 | |||||||
Return and retirement of common stock, shares | (2,942,099) | ||||||||
Warrants issued in satisfaction of accrued issuable equity | 409,042 | 409,042 | |||||||
Net income (loss) | (1,232,785) | (1,232,785) | |||||||
Balance at Jun. 30, 2018 | $ 8 | $ 24,699 | 174,487,809 | (155,463,975) | 19,048,541 | ||||
Balance, shares at Jun. 30, 2018 | 7,637 | 24,699,131 | |||||||
Stock-based compensation | $ 189 | 601,128 | $ 601,317 | ||||||
Stock-based compensation, shares | 188,501 | ||||||||
Series C convertible preferred stock dividends: Payment of dividends in kind, shares | |||||||||
Common stock issued upon conversion of Series A convertible preferred stock, shares | |||||||||
Common stock issued upon conversion of Series D convertible preferred stock | $ (3) | $ 700 | (697) | ||||||
Common stock issued upon conversion of Series D convertible preferred stock, shares | (2,184) | 700,000 | |||||||
Return and retirement of common stock previously held as collateral | $ (24) | (67,034) | $ (67,058) | ||||||
Return and retirement of common stock previously held as collateral, shares | (23,529) | ||||||||
Net income (loss) | (2,135,933) | $ (2,135,933) | |||||||
Balance at Sep. 30, 2018 | $ 5 | $ 25,564 | $ 175,021,206 | $ (157,599,908) | $ 17,446,867 | ||||
Balance, shares at Sep. 30, 2018 | 5,453 | 25,564,103 | |||||||
[1] | Includes gross proceeds of $18,504,320, less issuance costs of $3,623,505. |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficiency) (Unaudited) (Parenthetical) | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Proceeds from public offering, gross | $ 18,504,320 |
Issuance costs | $ 3,623,505 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | ||
Cash Flows From Operating Activities | |||
Net loss | $ (1,164,630) | $ (101,134,331) | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||
Depreciation and amortization | 290,181 | 323,186 | |
Accretion of interest expense | 239,711 | ||
Amortization of discount on convertible debt | 528,929 | 1,863,680 | |
Change in fair value of derivative and other accrued liabilities | (4,997,721) | 72,882,216 | |
Loss on inducement | 7,570,581 | ||
Provision for bad debt | 80,845 | 38,275 | |
Loss on settlement reserve | 127,941 | ||
Loss on settlement of liabilities for equity | 2,136,860 | ||
Gain on settlement of liabilities to JMJ for equity | (5,800,175) | ||
Interest expense - related party share transfer (see Note 9) | 785,200 | ||
Gain on settlement of accounts payable, net | (920,352) | (22,914) | |
Loss on deconsolidation of 350 Green | 97,152 | ||
Loss on disposal of property and equipment | 12,698 | ||
Non-compliance penalty for SEC registration requirement | 73,498 | ||
Common stock | 3,512,558 | 670,003 | |
Options | 58,664 | 155,938 | |
Warrants | 114,069 | 606,891 | |
Changes in operating assets and liabilities: | |||
Accounts receivable and other receivables | (60,049) | (69,354) | |
Inventory | (482,496) | 160,829 | |
Prepaid expenses and other current assets | (824,925) | (27,781) | |
Other assets | 2,636 | 49,536 | |
Accounts payable and accrued expenses | (3,970,155) | 14,743,743 | |
Deferred revenue | (14,140) | (240,880) | |
Total Adjustments | (9,419,432) | 99,114,310 | |
Net Cash Used in Operating Activities | (10,584,062) | (2,020,021) | |
Cash Flows From Investing Activities | |||
Purchases of property and equipment | (37,711) | (12,681) | |
Net Cash Used In Investing Activities | (37,711) | (12,681) | |
Cash Flows From Financing Activities | |||
Proceeds from sale of common stock in public offering [1] | [1] | 16,243,055 | |
Payment of public offering costs | (1,190,082) | ||
Payments of deferred offering costs | (38,263) | ||
Payments of debt issuance costs | (72,945) | ||
Bank overdrafts, net | 84,144 | ||
Proceeds from issuance of convertible note payable | 1,550,100 | ||
Proceeds from exercise of warrants | 17,143,056 | ||
Proceeds from issuance of notes payable to non-related party | 55,000 | 260,000 | |
Proceeds from advance from a related party | 250,000 | 257,645 | |
Repayment of notes and convertible notes payable | (760,000) | (4,815) | |
Net Cash Provided by Financing Activities | 31,741,029 | 2,035,866 | |
Net Increase In Cash | 21,119,256 | 3,164 | |
Cash - Beginning of Period | 185,151 | 5,898 | |
Cash - End of Period | 21,304,407 | 9,062 | |
Supplemental Disclosures of Cash Flow Information: | |||
Interest expense | 36,132 | 44 | |
Non-cash investing and financing activities: | |||
Common stock issued in partial satisfaction of debt and other liabilities | 4,353,988 | ||
Reduction of additional paid-in capital for public offering issuance costs that were previously paid | (172,158) | ||
Common stock issued upon conversion of Series A convertible preferred stock | 11,000 | ||
Common stock issued in satisfaction of Series B convertible preferred stock | 825,000 | ||
Common stock issued upon conversion of Series C convertible preferred stock | 255 | ||
Common stock issued upon conversion of Series D convertible preferred stock | 7 | ||
Issuance of common stock for services previously accrued | 181,924 | ||
Warrants issued in satisfaction of accrued issuable equity | 409,042 | ||
Return and retirement of common stock | 2,942 | ||
Warrants reclassified from derivative liabilities | 36,445 | ||
Accrual of contractual dividends on Series C Convertible Preferred Stock | 607,800 | 2,374,300 | |
Issuance of Series C Convertible Preferred Stock in satisfaction of contractual dividends | 2,500,600 | 2,731,500 | |
Issuance of Series C Convertible Preferred Stock in satisfaction of public information fee | 3,023,500 | ||
Issuance of Series C Convertible Preferred Stock in satisfaction registration rights penalty | 1,245,500 | ||
Accrual of warrant obligation in connection with issuance of notes payable | 8,616 | ||
Transfer of inventory to property and equipment | (35,908) | (19,029) | |
Accrual of deferred public offering costs | 407,679 | ||
Issuance or accrual of common stock, warrants and embedded conversion options as debt discount in connection with the issuance of notes payable | 1,382,224 | ||
Series D convertible preferred stock issued in satisfaction of liabilities | 12,005,000 | ||
Issuance of common stock in exchange for warrants | 46,387,833 | ||
Return and retirement of common stock previously held as collateral | $ 67,058 | ||
[1] | Includes gross proceeds of $18,504,320, less issuance costs of $2,261,265 deducted directly from the offering proceeds. |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Statement of Cash Flows [Abstract] | |
Proceeds from public offering, gross | $ 18,504,320 |
Issuance costs | $ 2,261,265 |
Business Organization, Nature o
Business Organization, Nature of Operations and Basis of Presentation | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Organization, Nature of Operations and Basis of Presentation | 1. BUSINESS ORGANIZATION, NATURE OF OPERATIONS AND BASIS OF PRESENTATION Blink Charging Co., through its wholly-owned subsidiaries (collectively, the “Company” or “Blink”), is a leading owner, operator, and provider of electric vehicle (“EV”) charging equipment and networked EV charging services. Blink offers both residential and commercial EV charging equipment, enabling EV drivers to easily recharge at various location types. Blink’s principal line of products and services is its Blink EV charging network (the “Blink Network”) and EV charging equipment, also known as electric vehicle supply equipment (“EVSE”) and EV-related services. The Blink Network is a proprietary cloud-based software that operates, maintains, and tracks all of the Blink EV charging stations and the associated charging data. The Blink Network provides property owners, managers, and parking companies (“Property Partners”) with cloud-based services that enable the remote monitoring and management of EV charging stations, payment processing, and provides EV drivers with vital station information including station location, availability, and applicable fees. Blink offers its Property Partners a range of business models for EV charging equipment and services. that generally fall into one of the three business models below. ● In the Company’s comprehensive turnkey business model, Blink owns and operates the EV charging equipment, undertakes and manages the installation, maintenance and related services, and Blink keeps substantially all of the EV charging revenue. ● In the Company’s Hybrid business model, the Property Partner incurs the installation costs , while Blink provides the charging equipment. Blink operates and manages the EV charging station and provides connectivity of the charging station to the Blink Network.. As a result, Blink shares a greater portion of the EV charging revenue with the Property Partner than under the turnkey mode above. ● In the Company’s Host owned business model, the Property Partner purchases, owns and manages the Blink EV charging station, incurs the installation costs of the equipment, while Blink provides site recommendations, connectivity to the Blink Network and optional maintenance services, and the Property Partner keeps substantially all of the EV charging revenue. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the condensed consolidated financial statements of the Company as of September 30, 2018 and for the three and nine months then ended. The results of operations for the three and nine months ended September 30, 2018 are not necessarily indicative of the operating results for the full year ending December 31, 2018 or any other period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related disclosures of the Company as of December 31, 2017 and for the year then ended, which were filed with the Securities and Exchange Commission (“SEC”) as part of the Company’s Annual Report on Form 10-K on April 17, 2018, as amended on May 10, 2018. Effective August 29, 2017, pursuant to authority granted by the stockholders of the Company, the Company implemented a 1-for-50 reverse split of the Company’s issued and outstanding common stock (the “Reverse Split”). The number of authorized shares remains unchanged. All share and per share information has been retroactively adjusted to reflect the Reverse Split for all periods presented, unless otherwise indicated. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company’s significant accounting policies are disclosed in Note 2 – Summary of Significant Accounting Policies in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. Since the date of the Annual Report, there have been no material changes to the Company’s significant accounting policies, except as disclosed below. LIQUIDITY AND FINANCIAL CONDITION As of September 30, 2018, the Company had cash, working capital and an accumulated deficit of $21,304,407, $16,955,916 and $157,599,908, respectively. During the three and nine months ended September 30, 2018, the Company had a net loss of $2,135,933 and $1,164,630, respectively. On February 16, 2018, the Company closed its underwritten public offering of an aggregate 4,353,000 shares of the Company’s common stock and warrants to purchase an aggregate of 8,706,000 shares of common stock at a combined public offering price of $4.25 per unit comprised of one share and two warrants. The Public Offering resulted in $18,504,320 and $14,880,815 of gross and net proceeds, respectively, including underwriting discounts, commissions and other offering expenses of $3,623,505, which was recorded as a reduction of additional paid-in capital. Furthermore, during the nine months ended September 30, 2018, the Company issued an aggregate of 4,033,660 shares of the Company’s common stock pursuant to the exercise of warrants at an exercise price of $4.25 per share for aggregate gross proceeds of $17,143,056. See Note 8 – Stockholders’ Equity – Public Offering and Warrant Issuances for additional details. The Company believes its current cash on hand is sufficient to meet its operating and capital requirements for at least twelve months from the issuance date of these financial statements. Thereafter, the Company may need to raise further capital through the sale of additional equity or debt securities or other debt instruments to support its future operations. The Company’s operating needs include the planned costs to operate its business, including amounts required to fund working capital and capital expenditures. The Company’s future capital requirements and the adequacy of its available funds will depend on many factors, including the Company’s ability to successfully commercialize its products and services, competing technological and market developments, and the need to enter into collaborations with other companies or acquire other companies or technologies to enhance or complement its product and service offerings. There is also no assurance that the amount of funds the Company might raise will enable the Company to complete its development initiatives or attain profitable operations. If the Company is unable to obtain additional financing on a timely basis, it may have to curtail its development, marketing and promotional activities, which would have a material adverse effect on the Company’s business, financial condition and results of operations, and ultimately, the Company could be forced to discontinue its operations and liquidate. CASH AND CASH EQUIVALENTS The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents in the consolidated financial statements. The Company has cash on deposits in several financial institutions which, at times, may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The Company has not experienced losses in such accounts and periodically evaluates the creditworthiness of its financial institutions. The Company reduces its credit risk by placing its cash and cash equivalents with major financial institutions. As of September 30, 2018, the Company had cash balances in excess of FDIC insurance limits of $20,667,432 of which $18,024,063 was held in a money market account at a financial institution at September 30, 2018. No funds were held in money market accounts at December 31, 2017. REVENUE RECOGNITION On January 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers” (“ASC 606”). The core principle of ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASC 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under existing accounting principles generally accepted in the United States of America (“U.S. GAAP”) including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The Company adopted ASC 606 for all applicable contracts using the modified retrospective method, which would have required a cumulative-effect adjustment, if any, as of the date of adoption. The adoption of ASC 606 did not have a material impact on the Company’s condensed consolidated financial statements as of the date of adoption. As a result, a cumulative-effect adjustment was not required. The Company recognizes revenue primarily from five different types of contracts: ● Charging service revenue – company-owned charging stations ● Product sales ● Network fees ● Warranty revenue ● Other The following table summarizes our revenue recognized under ASC 606 in our condensed consolidated statements of operations: For The Three Months Ended For The Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Revenues - Recognized at a Point in Time Charging service revenue - company-owned charging stations $ 320,388 $ 295,202 $ 927,485 $ 879,428 Product sales 102,958 157,264 381,557 367,808 Other 36,135 43,367 131,795 122,937 Total Revenues - Recognized at a Point in Time 459,481 495,833 1,440,837 1,370,173 Revenues - Recognized Over a Period of Time: Warranty 25,099 36,484 89,458 103,188 Network fees 55,540 59,604 168,825 168,334 Total Revenues - Recognized Over a Period of Time 80,639 96,088 258,283 271,522 Total Revenue Under ASC 606 $ 540,120 $ 591,921 $ 1,699,120 $ 1,641,695 The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. A receivable is recorded when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the performance obligations are satisfied. As of September 30, 2018, the Company had $307,134 related to contract liabilities where performance obligations have not yet been satisfied, which has been included within deferred revenue on the condensed consolidated balance sheet as of September 30, 2018. The Company expects to satisfy its remaining performance obligations for network fees and warranty revenue and recognize the revenue within the next twelve months. During the three and nine months ended September 30, 2018, the Company recognized $67,511 and $237,511, respectively, of revenues related to network fees, warranty contracts, and product sales, which was included in deferred revenues as of December 31, 2017. During the three and nine months ended September 30, 2018, there was no revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods. The Company has elected not to disclose information about remaining performance obligations pertaining to contracts with an original expected length of one year or less, as permitted under guidance. Grants and rebates, which are not within the scope of ASC 606, pertaining to revenues and periodic expenses are recognized as income when the related revenue and/or periodic expense are recorded. Grants and rebates related to EV charging stations and their installation are deferred and amortized in a manner consistent with the related depreciation expense of the related asset over their useful lives over the useful life of the charging station. During the three and nine months ended September 30, 2018, the Company recorded $6,724 and $68,062, respectively, related to grant and rebate revenue. During the three and nine months ended September 30, 2017, the Company recorded $14,978 and $93,798, respectively, related to grant and rebate revenue. At September 30, 2018 and December 31,2017, $112,780 and $181,913 of deferred grant and rebate revenue to be amortized. CONCENTRATIONS During the three and nine months ended September 30, 2018, one customer accounted for 11% and less than 10% of revenues respectively. During the three and nine months ended September 30, 2017, revenues generated from one customer represented approximately 10% of the Company’s total revenue. As of September 30, 2018 and December 31, 2017, accounts receivable from this same customer amounted to less 10% of total accounts receivable. As of September 30, 2018 and December 31, 2017, accounts receivable from another significant customer were approximately 44% and 32%, respectively, of total accounts receivable. LEASES In February 2016, the Financial Accounting Standards Board (“FASB”) issued a new standard related to leases to increase transparency and comparability among organizations by requiring the recognition of operating lease right-of-use (“ROU”) assets and lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The Company is also required to recognize and measure new leases at the adoption date and recognize a cumulative-effect adjustment in the period of adoption using a modified retrospective approach, with certain practical expedients available. The Company early adopted Accounting Standard Codification No. (“ASC”) 842 effective July 1, 2018 and elected to apply the available practical expedients and implemented internal controls and key system functionality to enable the preparation of financial information on adoption. The standard had an impact on the Company’s condensed consolidated balance sheets but did not have an impact on the Company’s condensed consolidated statements of operations or condensed consolidated statements of cash flows. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases, while the Company’s accounting for finance leases remained substantially unchanged. The adoption of ASC 842 did not have a material impact in prior periods of the current year and prior year comparative periods and as a result, a cumulative-effect adjustment was not required. The Company provides charging services at designated locations on the hosts property at which the charging station is situated. In consideration thereof, the host shares in the monthly revenue generated by the charging station on percentage basis. As the charging station monthly revenue generated is variable, the host’s monthly revenue derived there from is similarly variable. In accordance with ASC 842 the hosts’ portion of revenue is variable and not predicated on an index or rate, as defined, these payments are not within the scope ASC 842. STOCK-BASED COMPENSATION 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 non-employees, the fair value of the award is measured on the grant date. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. The Company computes the fair value of equity-classified warrants and options granted using the Black-Scholes option pricing model. NET LOSS PER COMMON SHARE Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding, plus the number of additional common shares that would have been outstanding if the common share equivalents had been issued (computed using the treasury stock or if converted method), if dilutive. For the three and nine months ended September 30, 2018 and 2017, the Company calculated the potential diluted earnings per share in accordance with ASC 260, as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2018 2017 2018 2017 Numerator: Net loss attributable to common shareholders (numerator for basic earnings per share) $ (2,148,631 ) $ (94,448,932 ) $ (25,231,361 ) $ (103,508,631 ) Less: change in fair value of derivative liabilities and other accrued liabilities (1,040,273 ) - (2,897,095 ) - Adjusted net loss attributable to common shareholders (denominator for basic earnings per share) $ (3,188,904 ) $ (94,448,932 ) $ (28,128,456 ) $ (103,508,631 ) Weighted average shares outstanding (denominator for basic earnings per share) 24,867,869 2,723,437 18,916,432 1,989,022 Plus: incremental shares from assumed common stock issuance 424,681 - - - Plus: incremental shares from assumed conversion of debt - - 196,994 - Adjusted weighted average shares outstanding (denominator for diluted earnings per share) 25,292,550 2,723,437 19,113,426 1,989,022 Basic earnings per share $ (0.09 ) $ (34.68 ) $ (1.33 ) $ (52.04 ) Diluted earnings per share $ (0.13 ) $ (34.68 ) $ (1.47 ) $ (52.04 ) The following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion would have been anti-dilutive: September 30, 2018 2017 Convertible preferred stock 1,747,756 2,884,383 Warrants 6,852,861 266,143 Options 106,108 147,300 Convertible notes - 19,856 Total potentially dilutive shares 8,706,725 3,317,682 RECLASSIFICATIONS Certain prior year balances have been reclassified in order to conform to current year presentation. These reclassifications have no effect on previously reported results of operations or loss per share. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In June 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-07, “Compensation — Stock Compensation (Topic 718),” (“ASU 2018-07”). ASU 2018-07 is intended to reduce cost and complexity and to improve financial reporting for nonemployee share-based payments. Currently, the accounting requirements for nonemployee and employee share-based payment transactions are significantly different. ASU 2018-07 expands the scope of Topic 718, Compensation — Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. This ASU supersedes Subtopic 505-50, Equity — Equity-Based Payments to Nonemployees. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, and interim periods within that fiscal year. Early adoption is permitted, but no earlier than a company’s adoption date of Topic 606, Revenue from Contracts with Customers. The Company early adopted ASU 2018-07 effective April 1, 2018. The adoption of ASU 2018-07 did not have a material impact on the Company’s condensed consolidated financial statements. In July 2018, the FASB issued Accounting Standards Update No. 2018-10, “Codification Improvements to Topic 842, Leases,” (“ASU 2018-10”). The amendments in ASU 2018-10 are to address stakeholders’ questions about how to apply certain aspects of the new guidance in ASC 842. The clarifications address the rate implicit in the lease, impairment of the net investment in the lease, lessee reassessment of lease classification, lessor reassessment of lease term and purchase options, variable payments that depend on an index or rate and certain transition adjustments. The amendments in ASC Topic 842 are effective for public business entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company early adopted ASU 2018-10, along with ASC 842, effective July 1, 2018. The adoption of ASU 2018-10 did not have a material impact on the Company’s condensed consolidated financial statements. In July 2018, the FASB issued Accounting Standards Update No. 2018-11, “Leases (Topic 842): Targeted Improvements,” (“ASU 2018-11”). The amendments in ASU 2018-11 related to transition relief on comparative reporting at adoption affect all entities with lease contracts that choose the additional transition method and separating components of a contract affect only lessors whose lease contracts qualify for the practical expedient. The amendments in ASC Topic 842 are effective for public business entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company early adopted ASU 2018-11, along with ASC 842, effective July 1, 2018. The adoption of ASU 2018-11 did not have a material impact on the Company’s condensed consolidated financial statements. In August 2018, the FASB issued Accounting Standards Update No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The amendments in ASU 2018-13 modify the disclosure requirements on fair value measurements based on the concepts in the Concepts Statement, including the consideration of costs and benefits. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The amendments are effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating ASU 2018-13 and its impact on its condensed consolidated financial statements. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Currrent Assets | 9 Months Ended |
Sep. 30, 2018 | |
Prepaid Expenses And Other Currrent Assets | |
Prepaid Expenses and Other Currrent Assets | 3. PREPAID EXPENSES AND OTHER CURRRENT ASSETS During the nine months ended September 30, 2018, the Company entered into purchase commitments to acquire second generation charging stations with an aggregate value of $3,156,629. The Company has an aggregate deposit of $792,204 for these charging stations, which is included within prepaid expenses and other current assets on the Company’s condensed consolidated balance sheet as of September 30, 2018. As of September 30, 2018, the Company had a remaining purchase commitment of $2,512,010, which will become payable upon the supplier’s delivery of the charging stations. The purchase commitments were made primarily for future sales of these charging stations. |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2018 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 4. ACCRUED EXPENSES SUMMARY Accrued expenses consist of the following: September 30, 2018 December 31, 2017 (unaudited) Accrued host fees $ 1,251,553 $ 1,657,663 Accrued professional, board and other fees 182,581 2,683,557 Accrued wages 373,898 1,016,563 Accrued commissions 2,300 883,763 Warranty payable 121,000 171,000 Accrued taxes payable 646,841 551,190 Accrued payroll taxes payable - 632,078 Accrued interest expense 32,034 347,027 Accrued lease termination costs - 300,000 Accrued settlement reserve costs - 12,980,588 Dividend payable - 1,892,800 Other accrued expenses 127,137 19,115 Total accrued expenses $ 2,737,344 $ 23,135,344 ACCRUED PROFESSIONAL, BOARD AND OTHER FEES Accrued professional, board and other fees consist of the following: September 30, 2018 December 31, 2017 (unaudited) Investment banking fees $ - $ 860,183 Legal fees related to public offering - 436,715 Professional fees 179,319 684,673 Board fees - 608,945 Other 3,263 93,041 Total accrued professional, board and other fees $ 182,582 $ 2,683,557 On June 8, 2017, the Board approved aggregate compensation of $490,173, compromised of $344,311 to be paid in cash and $145,862 to be paid in units, consisting of shares of the Company’s common stock and warrants (with each such warrant having an exercise price equal to the price per unit of the units sold in the public offering) at a 20% discount to the price per unit sold in the public offering to be paid to members of the Board based on the accrued amounts owed to such Board members as of March 31, 2017. The compensation will be paid by the third business day following: (i) a public offering of the Company’s securities; and (ii) the listing of the Company’s shares of common stock on the NASDAQ or other national securities exchange. During the nine months ended September 30, 2018, the Company paid $344,311 in cash and issued 80,704 shares of common stock with an issuance date fair value of $314,414. See Note 8 – Stockholders’ Equity – Warrant Issuances. See Note 11 – Commitments and Contingencies – Taxes. |
Accrued Issuable Equity
Accrued Issuable Equity | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Accrued Issuable Equity | 5. ACCRUED ISSUABLE EQUITY Accrued issuable equity consists of the following: September 30, 2018 December 31, 2017 (unaudited) Warrants $ 2,903 $ 1,154,120 Common Stock 1,039,559 1,735,047 Options 89,012 50,739 Total accrued issuable equity $ 1,131,474 $ 2,939,906 On April 3, 2018, the Company issued 25,668 shares of common stock with an issuance date fair value of $70,000 in settlement of a liability On April 9, 2018, the Company issued warrants to purchase 1,030,115 shares of common stock with an issuance date fair value of $247,360, which was included within additional paid- capital. See Note 8 – Stockholder’s Equity – Warrant Issuances and Note 12- Subsequent Events for additional information. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Notes Payable | 6. NOTES PAYABLE JMJ AGREEMENT Pursuant to a Lockup, Conversion, and Additional Investment Agreement dated October 23, 2017, as amended on November 29, 2017, January 4, 2018, and February 1, 2018 (the “JMJ Agreement”) with JMJ Financial (“JMJ”) whereby the Company and JMJ agreed to settle the current defaults under the promissory note with JMJ upon the closing of the public offering, on February 16, 2018, the Company issued 12,005 shares of Series D Convertible Preferred Stock with an issuance date fair value of $12,005,000, which represents the fair value of securities required to be issued pursuant to the JMJ Agreement, in satisfaction of aggregate liabilities previously owed to JMJ of $17,805,175, such that the Company recorded a gain on settlement of $0 and $5,800,175 on the condensed consolidated statement of operations during the three and nine months ended September 30, 2018, respectively. The Series D Convertible Preferred Stock was determined to be permanent equity on the Company’s condensed consolidated balance sheet. See Note 8 – Stockholder’s Equity – Series D Convertible Preferred Stock for additional information. JMJ ADVANCE Separate from and unrelated to the JMJ Agreement, on January 22, 2018, JMJ advanced $250,000 to the Company (the “JMJ Advance”). On February 1, 2018, the Company and JMJ entered into a letter agreement whereby the parties agreed that, concurrent with the closing of the public offering, the Company will convert the JMJ Advance into units, with each unit consisting of one share of restricted common stock and a warrant to purchase one share of restricted common stock at an exercise price equal to the exercise price of the warrants sold as part of the public offering, at a price equal to 80% of the per unit price in the public offering. On March 16, 2018, the Company issued 73,529 shares of common stock with an issuance date fair value of $205,881 to JMJ, pursuant to this agreement. On April 9, 2018, the Company issued the 147,058 warrants to purchase shares of common stock with an issuance date fair value of $35,313, which was included within additional paid-in capital. See Note 9 – Related Parties – BLNK Holdings Transfers to JMJ for additional information. CONVERTIBLE AND OTHER NOTES – RELATED PARTY Farkas Group Inc. (“FGI”) Notes On February 16, 2018 and pursuant to the closing of the public offering, the Company paid $688,238 (including principal repayments of $545,000) in satisfaction of the debt. BLNK Holdings, LLC (“BLNK Holdings”) Notes On March 16, 2018, the Company issued 74,753 shares of common stock with an issuance date fair value of $209,308 to BLNK Holdings in exchange of the principal and accrued and unpaid interest on the notes. OTHER NOTES On February 14, 2018, the Company issued a note payable in the principal amount of $55,000. Interest on the notes accrues at a rate of 8% annually and is payable monthly. The note was repaid during the nine months ended September 30, 2018. During the nine months ended September 30, 2018, in addition to the repayment of the $55,000 note discussed above, the Company made principal repayments of $160,000. INTEREST EXPENSE Interest expense for the three and nine months ended September 30, 2018 was $0 and $898,716 respectively. Interest expense for the three and nine months ended September 30, 2017 was $95,215 and $454,164, respectively. |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 7. FAIR VALUE MEASUREMENT Assumptions utilized in the valuation of Level 3 liabilities are described as follows: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Risk-free interest rate 2.12% - 2.63 % 1.55-1.62 % 1.62% - 2.63 % 1.47%-1.62 % Contractual term (years) 0.03 - 2.75 1.28-3.75 0.25-3.25 1.28-4.00 Expected volatility 171% - 217 % 114%-130 % 113%-217 % 114%-149 % Expected dividend yield 0.00 % 0.00 % 0.00 % 0.00 % The following table sets forth a summary of the changes in the fair value of Level 3 warrant liabilities that are measured at fair value on a recurring basis: Derivative Liabilities Beginning balance as of January 1, 2018 $ 3,448,390 Exchange of derivative liability for equity (395,175 ) Reclassify derivative liability to equity (36,445 ) Issuance of warrants - Change in fair value of derivative liability (2,992,530 ) Ending balance as of September 30, 2018 $ 24,240 Warrants Payable Beginning balance as of January 1, 2018 $ 1,154,120 Exchange of warrants payable for equity (1,281,456 ) Accrual of other warrant obligations 2,135,430 Change in fair value of warrants payable (2,005,191 ) Ending balance as of September 30, 2018 $ 2,903 See Note 5 - Accrued Issuable Equity for additional information. Assets and liabilities measured at fair value on a recurring or nonrecurring basis are as follows: September 30, 2018 Level 1 Level 2 Level 3 Total Liabilities: Derivative liabilities $ - $ - $ 24,240 $ 24,240 Warrants payable - - 2,903 2,903 Total liabilities $ - $ - $ 27,143 $ 27,143 December 31, 2017 Level 1 Level 2 Level 3 Total Liabilities: Derivative liabilities $ - $ - $ 3,448,390 $ 3,448,390 Warrants payable - - 1,154,120 1,154,120 Total liabilities $ - $ - $ 4,602,510 $ 4,602,510 See Note 5 - Accrued Issuable Equity for additional information. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | 8. STOCKHOLDERS’ EQUITY PUBLIC OFFERING On February 16, 2018, the Company closed its underwritten public offering of an aggregate of 4,353,000 shares of the Company’s common stock and warrants to purchase an aggregate of 8,706,000 shares of common stock at a combined public offering price of $4.25 per unit comprised of one share and two warrants. Each warrant is exercisable for five years from the date of issuance and has an exercise price equal to $4.25 per share. The public offering resulted in $18,504,320 and $14,880,815 of gross and net proceeds, respectively, including underwriting discounts, commissions and other offering expenses of $3,623,505, which was recorded as a reduction of additional paid-in capital. The Company granted the underwriters a 45-day option to purchase up to an additional 652,950 shares of common stock and/or warrants to purchase 1,305,900 shares of common stock to cover over-allotments, if any. In connection with the closing of the public offering, the underwriters partially exercised their over-allotment option and purchased additional warrants to purchase 406,956 shares of common stock at an exercise price of $4.25 per share for aggregate gross proceeds of $4,070, or $0.01 per warrant. 2018 INCENTIVE COMPENSATION PLAN On September 7, 2018, the Board of the Company , as well as a majority of the Company’s shareholders approved the Company’s 2018 Incentive Compensation Plan (the “2018 Plan”), which enables the Company to grant stock options, restricted stock, dividend equivalents, stock payments, deferred stock, restricted stock units, stock appreciation rights, performance share awards, and other incentive awards to associates, directors, consultants, and advisors of the Company and its affiliates, and to improve the ability of the Company to attract, retain, and motivate individuals upon whom the Company’s sustained growth and financial success depend, by providing such persons with an opportunity to acquire or increase their proprietary interest in the Company. Stock options granted under the 2018 Plan may be non-qualified stock options or incentive stock options, within the meaning of Section 422(b) of the Internal Revenue Code of 1986, except that stock options granted to outside directors and any consultants or advisers providing services to the Company or an affiliate shall in all cases be non-qualified stock options. The option price must be at least 100% of the fair market value on the date of grant and if issued to a 10% or greater shareholder must be at least 110% of the fair market value on the date of the grant. The 2018 Plan is to be administered by the Compensation Committee of the Board, which shall have discretion over the awards and grants thereunder. The aggregate maximum number of shares of common stock for which stock options or awards may be granted pursuant to the 2018 Plan is 5,000,000, adjusted as provided in Section 4 of the 2018 Plan. No awards may be issued on or after September 7, 2028. As of September 30, 2018, the Company issued 188,501 shares of restricted common stock pursuant the 2018 Plan to members of our Board of Directors and Management. As of September 30, 2018, there were 4,811,499 securities available for future issuance under the 2018 Plan. PREFERRED STOCK SERIES A CONVERTIBLE PREFERRED STOCK On March 22, 2018, pursuant to letter agreements dated December 6, 2017 and December 7, 2017, the Company issued 550,000 shares of common stock upon automatic conversion of 11,000,000 shares of Series A Convertible Preferred Stock. SERIES B CONVERTIBLE PREFERRED STOCK On March 16, 2018, pursuant to a conversion agreement dated May 19, 2017, the Company issued 223,235 shares of common stock upon automatic conversion of 8,250 shares of Series B Convertible Preferred Stock with a value of $825,000. The Company determined that the Series B Convertible Preferred Stock included a beneficial conversion feature since the commitment date market price of the Company’s common stock exceeded the effective conversion price and, as a result, the Company recorded a deemed dividend in the amount of $0 and $825,000 during the three and nine months ended September 30, 2018, respectively. SERIES C CONVERTIBLE PREFERRED STOCK Effective January 8, 2018, the Company’s Board of Directors and its shareholders amended the Certificate of Designation of its Series C Convertible Preferred Stock to add the following provisions: (a) upon closing of a public offering of the Company’s securities and the listing of the Company’s shares of common stock on an exchange, all outstanding shares of Series C Convertible Preferred Stock will be converted into that number of shares of Common Stock determined by the number of shares of Series C Preferred multiplied by a factor of 115 divided by 80% of the per share price of common stock in the offering; and (b) until 270 days after the effective date specified within the automatic preferred conversion notice, no holder of Series C Convertible Preferred Stock may offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of any Series C Preferred Shares without the prior written consent of the underwriter of the offering. During the nine months ended September 30, 2018, 25,006 shares of Series C Convertible Preferred Stock were issued as payment of dividends in kind. On March 28, 2018, pursuant to the terms of the amended Certificate of Designation, the Company issued an aggregate of 9,111,644 shares of common stock upon automatic conversion of 254,557 shares of Series C Convertible Preferred Stock. The Company determined that the Series C Convertible Preferred Stock included a beneficial conversion feature since the commitment date market price of the Company’s common stock exceeded the effective conversion price and, as a result, the Company recorded a deemed dividend in the amount of $0 and $22,633,931 during the three and nine months ended September 30, 2018, respectively. SERIES D CONVERTIBLE PREFERRED STOCK On February 13, 2018, the Company’s Board of Directors approved the designation of 13,000 shares of the 40,000,000 authorized shares of preferred stock as Series D Convertible Preferred Stock, par value $0.001 per share (the “Series D Convertible Preferred Stock”). On February 15, 2018, the Company filed the Certificate of Designation with the State of Nevada related to the Series D Convertible Preferred Stock. Each share of Series D Convertible Preferred Stock will have a stated value of $1,000 per share. Conversion. Liquidation Preference. Voting Rights. Dividends Redemption. Exchange Listing. See Note 6 – Notes Payable – JMJ Agreement for additional details. On May 10, 2018 and September 12, 2018, JMJ elected to convert 4,368 and 2,184 shares of Series D Convertible Preferred Stock into 1,400,000 and 700,000 shares of the Company’s common stock, respectively, at a conversion price of $3.12 per common share. The Company determined that the Series D Convertible Preferred Stock did not include a beneficial conversion feature. COMMON STOCK See Note 8 – Stockholders’ Equity – Preferred Stock – Series D Convertible Preferred Stock, Note 9 – Related Parties – Letter Agreements and Note 11 – Commitments and Contingencies for additional details. During the nine months ended September 30, 2018, the Company issued an aggregate of 1,513,690 shares of common stock with an aggregate issuance date fair value of $4,353,988 in satisfaction of debt and other liabilities. In connection with the issuances, the Company recorded a loss on settlement of $0 and $2,136,860 during the three and nine months ended September 30, 2018, respectively. On August 1, 2018, the Company retired 23,529 shares of common stock previously held as collateral for a certain debt obligation. See Note 11 – Commitments and Contingencies – Litigation and Disputes for additional details. On September 7, 2018 the Company issued an aggregate of 188,501 immediately vested shares of restricted common stock to officers and directors of the Company for services rendered. The shares had an aggregate grant date fair value of $601,318 which was recognized immediately within the statement of operations during the three and nine months ended September 30, 2018. STOCK-BASED COMPENSATION The Company recognized stock-based compensation expense related to common stock, stock options and warrants for the three and nine months ended September 30, 2018 of $737,416 and $3,685,291, respectively, and for the three and nine months ended September 30, 2017 of $322,426 and $1,432,832, respectively, which is included within compensation expense on the condensed consolidated statement of operations. As of September 30, 2018, there was $8,216 of unrecognized stock-based compensation expense that will be recognized over the weighted average remaining vesting period of 0.31 years. STOCK WARRANTS On April 9, 2018, the Company issued five-year immediately vested warrants to purchase an aggregate of 1,703,429 shares of common stock at an exercise price of $4.25 per share in satisfaction of accrued issuable equity. The Company recorded a gain of $1,726,388 on the condensed consolidated statement of operations during the three and nine months ended September 30, 2018 related to the change in fair value of the warrant liability on the date of issuance. The warrants had an issuance date fair value of $409,042, which was charged to additional paid-in capital. During the nine months ended September 30, 2018, the Company issued an aggregate of 4,033,660 shares of the Company’s common stock pursuant to the exercise of warrants at an exercise price of $4.25 per share for aggregate cash proceeds of $17,143,056. The following table accounts for the Company’s warrant activity for the nine months ended September 30, 2018: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Shares Price In Years Value Outstanding, December 31, 2017 275,332 $ 43.15 Issued 10,795,848 4.25 Exercised (4,033,660 ) 4.25 Cancelled/forfeited/expired (184,659 ) 47.09 Outstanding, September 30, 2018 6,852,861 $ 4.66 4.4 $ 18,900 Exercisable, September 30, 2018 6,852,861 $ 4.66 4.4 $ 18,900 |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Parties | 9. RELATED PARTIES BLNK HOLDINGS TRANSFERS TO JMJ In February 2018, prior to the closing of the public offering, Mr. Farkas reached an agreement with JMJ that, following the closing of the public offering, BLNK Holdings, an entity for which Mr. Farkas had voting power and investment power with regard to this entity’s holdings, would transfer 260,000 shares to JMJ as additional consideration for JMJ agreeing to waive its claims to $12 million as a mandatory default amount pursuant to previous agreements with the Company. This transfer took place on April 18, 2018. Prior to entering into this agreement, Mr. Farkas did not bring the matter to the entire Board for a vote. The fair value of $785,200 of the 260,000 shares of common stock that were to be transferred to JMJ by BLNK Holdings is reflected as interest expense on the Company’s condensed consolidated statements of operations during the nine months ended September 30, 2018 with a corresponding credit to additional paid-in capital. LETTER AGREEMENTS On March 22, 2018, pursuant to a letter agreement dated December 6, 2017, the Company issued 886,119 shares of common stock to Mr. Farkas as compensation with an issuance date fair value of $2,534,300. On April 16, 2018, Mr. Farkas returned 2,930,596 shares of common stock to the Company which were then retired. On March 22, 2018, pursuant to a letter agreement dated December 7, 2017, the Company issued 26,500 shares of common stock to Mr. Feintuch as compensation with an issuance date fair value of $75,790. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2018 | |
Leases [Abstract] | |
Leases | 10. LEASES OPERATING LEASE On April 20, 2018, the Company entered into a three-year operating lease agreement for 3,425 square feet of office space in Miami Beach, Florida beginning May 1, 2018 and ending May 31, 2021. The tenant and landlord have the option to cancel the contract after the first year with a 90-day written notice. As of September 30, 2018, the lease had a remaining term of approximately three years. The lease does not contain an option to extend past the existing lease term. Over the duration of the lease, payments will escalate 5% every year. As of September 30, 2018, the Company had no leases that were classified as a financing lease. As of September 30, 2018, the Company did not have additional operating and financing leases that have not yet commenced. Total operating lease expenses for the three and nine months ended September 30, 2018 was $68,960 and $147,113, respectively, and is recorded in other operating expenses on the condensed consolidated statements of operations. Total rent expense for the three and nine months ended September 30, 2017 was $39,976 and $117,194, respectively, and is recorded in other operating expenses on the condensed consolidated statements of operations. Supplemental cash flows information related to leases was as follows: Nine Months Ended September 30, 2018 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 30,538 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 323,301 Weighted Average Remaining Lease Term Operating leases 2.75 years Weighted Average Discount Rate Operating leases 6.0% Future minimum payments under non-cancellable leases as of September 30, 2018 were as follows: For the Years Ending December 31, Amount 2018 $ 30,495 2019 125,538 2020 131,814 2021 56,035 Total future minimum lease payments 343,882 Less: imputed interest (60,468 ) Total $ 283,414 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. COMMITMENTS AND CONTINGENCIES TAXES The Company has not filed its Federal and State corporate income tax returns for the years ended December 31, 2014, 2015, 2016 and 2017. The Company has sustained losses for the years ended December 31, 2014, 2015, 2016 and 2017. The Company has determined that no tax liability, other than required minimums and related interest and penalties, have been incurred. The Company is also delinquent in filing and, in certain instances, paying sales taxes collected from customers in specific states that impose a tax on sales of the Company’s products. The Company accrued approximately $177,000 and $178,000 as of September 30, 2018 and December 31, 2017, respectively, related to this matter. As of December 31, 2017, the Company was delinquent in remitting approximately $632,000 of federal and state payroll taxes withheld from employees. During the year ended December 31, 2017, the Company sent two letters to the Internal Revenue Service (“IRS”) notifying the IRS of its intention to resolve the delinquent taxes upon the receipt of additional working capital. Additionally, on March 27, 2018, the Company submitted its Forms 940 and 941 for the year ended December 31, 2017 to the IRS. As of September 30, 2018, the Company is no longer delinquent on federal and state payroll taxes, as the Company has remitted all the requisite federal and state payroll taxes withheld from employees to the appropriate taxing authorities. LITIGATION AND DISPUTES O From time to time, the Company is a defendant or plaintiff in various legal actions that arise in the normal course of business. In July 2017, the Company was served with a complaint by Zwick and Banyai PLLC and Jack Zwick for breach of a written agreement and unjust enrichment for failure to pay invoices in the aggregate amount of $53,069 for services rendered, plus interest and costs. The plaintiffs’ complaint was subsequently amended in February 2018. In June 2018, the court denied the Company’s motion to dismiss the amended complaint, although the plaintiffs voluntarily withdrew certain counts in the amended complaint. In July 2018, the Company filed its answer and affirmative defense to the amended complaint denying liability. As of October 26, 2018, Company updated its affirmative defenses in its answer and the parties are proceeding with discovery. The Company intends to continue to defend this case vigorously. 350 Green, LLC 350 Green lawsuits relate solely to alleged pre-acquisition unpaid debts of 350 Green. Also, there are other unpaid creditors, aside from those noted above, that claim to be owed certain amounts for pre-acquisition work done on behalf of 350 Green solely, that potentially could file lawsuits at some point in the future. In May 2013, JNS Power & Control Systems, Inc. (“JNS”) filed a complaint against 350 Green, LLC, a former subsidiary of the Company, alleging claims for breach of contract, specific performance and indemnity. The lawsuit arose out of an asset purchase agreement from April 2013 between JNS and 350 Green, under which JNS agreed to purchase car chargers and related assets from 350 Green. Following court judgments in favor of JNS on its claim for specific performance, in April 2016, JNS amended its complaint to add the Company, alleging an unspecified amount of lost revenues from the car chargers, among other matters, caused by the defendants. In February 2018, the parties entered into an agreement to settle the litigation. The Company purchased back the EV chargers it previously sold to JNS for: (a) shares of Common Stock worth $600,000 with a price per share equal to $4.25 (the price per share of the Offering); (b) $50,000 cash payment within ten days of the closing of the Offering; and (c) $100,000 cash payment within six months following the closing of the Offering. The Offering closed on February 16, 2018. The Company issued 141,176 shares on March 16, 2018. The Company made the $50,000 payment on March 16, 2018. JNS filed a motion to dismiss the lawsuit without prejudice on March 23, 2018 and the judge granted the motion on March 26, 2018. On March 16, 2018, the Company issued 23,529 shares of Common Stock to JNS to be held in escrow as security for the $100,000 payment. On August 2, 2018, the Company paid the $100,000 to JNS and the 23,529 shares of common stock were returned to the Company and were subsequently cancelled. See Note 8 – Stockholder’s Equity – Common Stock for additional details. Concomitantly, JNS filed a motion to dismiss the lawsuit with prejudice. On March 26, 2018, the Court dismissed the case without prejudice and with leave to reinstate by November 1, 2018. In August 2018, the Company satisfied the last of its payment obligations to JNS, however, on October 29, 2018, JNS filed a motion to extend the date for reinstatement to January 11, 2019 to allow additional time to lift restrictions on the stock it received in the asset purchase. On November 1, 2018, the Court granted the motion. On March 26, 2018, final judgment has been reached relating to the Assignment for the Benefit of the Creditors, whereby all remaining assets of 350 Green are abandoned to their respective property owners where the charging stations have been installed, thus on March 26, 2018, the assignment proceeding has closed. Concurrent with the closing of the public offering, the Company was to pay the former principals of 350 Green LLC $25,000 in installment debt and $50,000 within 60 days thereafter in settlement of a $360,000 debt (inclusive of imputed interest) and the return of 8,065 shares of the Company’s common stock by the former principals of 350 Green LLC, in accordance with a Settlement Agreement between the parties dated August 21, 2015, that would have resulted in a gain of $285,000. As of the date of filing, this payment has not been made, the aforementioned gain has not been recognized, and the common shares have not been returned by the former principals of 350 Green LLC. LIABILITY CONVERSION AGREEMENTS See Note 8 – Stockholders’ Equity – Common Stock for additional details. On January 31, 2018, the Company, SemaConnect Inc. (“SemaConnect”) and their legal counsel entered into an amendment to their settlement agreement dated June 23, 2017 whereby the parties agreed that, concurrent with the closing of the public offering, the Company will settle the outstanding liabilities of $153,529 by issuing shares of common stock at a price equal to 80% of the price of the shares sold in the public offering, plus an additional 1,500 shares of common stock. On March 16, 2018, the Company issued 17,595 shares of common stock with an issuance date fair value of $49,266 to SemaConnect. On February 3, 2018, the Company and Schafer & Weiner, PLLC (“Schafer & Weiner”) entered into a letter agreement whereby the parties agreed that, concurrent with the closing of the public offering, the Company will settle outstanding liabilities of $813,962 owed to Schafer & Weiner as follows: (i) the Company will pay $406,981 in cash out of the proceeds of the public offering; and (ii) in satisfaction of the remaining liability of $406,981, the Company will issue units, with each unit consisting of one share of restricted common stock and a warrant to purchase one share of restricted common stock at an exercise price equal to the exercise price of the warrants sold as part of the public offering, at a price equal to 80% of the per unit price in the public offering. In consideration, Schafer & Weiner agreed to return to the Company 11,503 shares of common stock of the Company. On February 16, 2018, the Company paid $406,981 in cash. On March 19, 2018, the Company issued 119,700 shares of common stock with an issuance date fair value of $345,933 to Schafer & Weiner. On April 16, 2018, Schafer and Weiner returned and the Company then retired the 11,503 shares of common stock. EMPLOYMENT AGREEMENTS On June 17, 2018, the Company entered into a two-year employment agreement with its Chief Financial Officer (“CFO”) that will be renewed automatically for an additional one-year term, unless the Company provides a notice of non-renewal at least thirty (30) days prior to the end of the term. If the Company terminates the CFO’s employment without cause (as defined in the agreement), the Company is required to continue paying a portion of the CFO’s base salary, up to $112,500. Upon shareholder approval of an omnibus incentive plan, the CFO will be entitled to awards under the plan with a value of $112,500. On August 28, 2018, the Company entered into a two-year employment agreement with its President that will be renewed automatically for an additional one-year term, unless the Company provides a notice of non-renewal at least thirty (30) days prior to the end of the term. If the Company terminates the President’s employment without cause (as defined in the agreement), the Company is required to continue paying a portion the President’s base salary, up to $125,000. Upon shareholder approval of an omnibus incentive plan, the President will be entitled to awards under the plan with a value of $125,000. Effective October 18, 2018, the Company’s President assumed the duties and additional position of Chief Operating Officer. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. SUBSEQUENT EVENTS REPOSITIONING OF EXECUTIVE EMPLOYMENT AGREEMENT On October 19, 2018, the Company entered into an agreement with its then-Chief Executive Officer (“Former CEO”), whereby the Former CEO will be repositioned as the Company’s Senior Vice President of Sales (“VP of Sales”) in conjunction with his resignation of his position as CEO. In connection with the agreement the parties agreed to the following: ● the VP of Sales will be entitled to receive a base salary of $10,000 per month as well as commissions on sales; ● the VP of Sales will be entitled to receive an aggregate payment of $225,000 in connection with the VP of Sales’ previous employment agreement with the Company dated July 16, 2015 payable in January 2019; ● the VP of Sales is entitled to receive restricted common stock with an aggregate value of $250,000, half of which vests in January 2019 and half vests on October 19, 2019; and ● all previously outstanding vested options may be exercised in accordance with their terms and all previously outstanding unvested options shall be forfeited; COMMON STOCK ISSUANCES Subsequent to September 30, 2018, the Company issued an aggregate of 35,482 shares of common stock for services rendered. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Liquidity and Financial Condition | LIQUIDITY AND FINANCIAL CONDITION As of September 30, 2018, the Company had cash, working capital and an accumulated deficit of $21,304,407, $16,955,916 and $157,599,908, respectively. During the three and nine months ended September 30, 2018, the Company had a net loss of $2,135,933 and $1,164,630, respectively. On February 16, 2018, the Company closed its underwritten public offering of an aggregate 4,353,000 shares of the Company’s common stock and warrants to purchase an aggregate of 8,706,000 shares of common stock at a combined public offering price of $4.25 per unit comprised of one share and two warrants. The Public Offering resulted in $18,504,320 and $14,880,815 of gross and net proceeds, respectively, including underwriting discounts, commissions and other offering expenses of $3,623,505, which was recorded as a reduction of additional paid-in capital. Furthermore, during the nine months ended September 30, 2018, the Company issued an aggregate of 4,033,660 shares of the Company’s common stock pursuant to the exercise of warrants at an exercise price of $4.25 per share for aggregate gross proceeds of $17,143,056. See Note 8 – Stockholders’ Equity – Public Offering and Warrant Issuances for additional details. The Company believes its current cash on hand is sufficient to meet its operating and capital requirements for at least twelve months from the issuance date of these financial statements. Thereafter, the Company may need to raise further capital through the sale of additional equity or debt securities or other debt instruments to support its future operations. The Company’s operating needs include the planned costs to operate its business, including amounts required to fund working capital and capital expenditures. The Company’s future capital requirements and the adequacy of its available funds will depend on many factors, including the Company’s ability to successfully commercialize its products and services, competing technological and market developments, and the need to enter into collaborations with other companies or acquire other companies or technologies to enhance or complement its product and service offerings. There is also no assurance that the amount of funds the Company might raise will enable the Company to complete its development initiatives or attain profitable operations. If the Company is unable to obtain additional financing on a timely basis, it may have to curtail its development, marketing and promotional activities, which would have a material adverse effect on the Company’s business, financial condition and results of operations, and ultimately, the Company could be forced to discontinue its operations and liquidate. |
Cash and Cash Equivalents | CASH AND CASH EQUIVALENTS The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents in the consolidated financial statements. The Company has cash on deposits in several financial institutions which, at times, may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The Company has not experienced losses in such accounts and periodically evaluates the creditworthiness of its financial institutions. The Company reduces its credit risk by placing its cash and cash equivalents with major financial institutions. As of September 30, 2018, the Company had cash balances in excess of FDIC insurance limits of $20,667,432 of which $18,024,063 was held in a money market account at a financial institution at September 30, 2018. No funds were held in money market accounts at December 31, 2017. |
Revenue Recognition | REVENUE RECOGNITION On January 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers” (“ASC 606”). The core principle of ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASC 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under existing accounting principles generally accepted in the United States of America (“U.S. GAAP”) including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The Company adopted ASC 606 for all applicable contracts using the modified retrospective method, which would have required a cumulative-effect adjustment, if any, as of the date of adoption. The adoption of ASC 606 did not have a material impact on the Company’s condensed consolidated financial statements as of the date of adoption. As a result, a cumulative-effect adjustment was not required. The Company recognizes revenue primarily from five different types of contracts: ● Charging service revenue – company-owned charging stations ● Product sales ● Network fees ● Warranty revenue ● Other The following table summarizes our revenue recognized under ASC 606 in our condensed consolidated statements of operations: For The Three Months Ended For The Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Revenues - Recognized at a Point in Time Charging service revenue - company-owned charging stations $ 320,388 $ 295,202 $ 927,485 $ 879,428 Product sales 102,958 157,264 381,557 367,808 Other 36,135 43,367 131,795 122,937 Total Revenues - Recognized at a Point in Time 459,481 495,833 1,440,837 1,370,173 Revenues - Recognized Over a Period of Time: Warranty 25,099 36,484 89,458 103,188 Network fees 55,540 59,604 168,825 168,334 Total Revenues - Recognized Over a Period of Time 80,639 96,088 258,283 271,522 Total Revenue Under ASC 606 $ 540,120 $ 591,921 $ 1,699,120 $ 1,641,695 The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. A receivable is recorded when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the performance obligations are satisfied. As of September 30, 2018, the Company had $307,134 related to contract liabilities where performance obligations have not yet been satisfied, which has been included within deferred revenue on the condensed consolidated balance sheet as of September 30, 2018. The Company expects to satisfy its remaining performance obligations for network fees and warranty revenue and recognize the revenue within the next twelve months. During the three and nine months ended September 30, 2018, the Company recognized $67,511 and $237,511, respectively, of revenues related to network fees, warranty contracts, and product sales, which was included in deferred revenues as of December 31, 2017. During the three and nine months ended September 30, 2018, there was no revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods. The Company has elected not to disclose information about remaining performance obligations pertaining to contracts with an original expected length of one year or less, as permitted under guidance. Grants and rebates, which are not within the scope of ASC 606, pertaining to revenues and periodic expenses are recognized as income when the related revenue and/or periodic expense are recorded. Grants and rebates related to EV charging stations and their installation are deferred and amortized in a manner consistent with the related depreciation expense of the related asset over their useful lives over the useful life of the charging station. During the three and nine months ended September 30, 2018, the Company recorded $6,724 and $68,062, respectively, related to grant and rebate revenue. During the three and nine months ended September 30, 2017, the Company recorded $14,978 and $93,798, respectively, related to grant and rebate revenue. At September 30, 2018 and December 31,2017, $112,780 and $181,913 of deferred grant and rebate revenue to be amortized. |
Concentrations | CONCENTRATIONS During the three and nine months ended September 30, 2018, one customer accounted for 11% and less than 10% of revenues respectively. During the three and nine months ended September 30, 2017, revenues generated from one customer represented approximately 10% of the Company’s total revenue. As of September 30, 2018 and December 31, 2017, accounts receivable from this same customer amounted to less 10% of total accounts receivable. As of September 30, 2018 and December 31, 2017, accounts receivable from another significant customer were approximately 44% and 32%, respectively, of total accounts receivable. |
Leases | LEASES In February 2016, the Financial Accounting Standards Board (“FASB”) issued a new standard related to leases to increase transparency and comparability among organizations by requiring the recognition of operating lease right-of-use (“ROU”) assets and lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The Company is also required to recognize and measure new leases at the adoption date and recognize a cumulative-effect adjustment in the period of adoption using a modified retrospective approach, with certain practical expedients available. The Company early adopted Accounting Standard Codification No. (“ASC”) 842 effective July 1, 2018 and elected to apply the available practical expedients and implemented internal controls and key system functionality to enable the preparation of financial information on adoption. The standard had an impact on the Company’s condensed consolidated balance sheets but did not have an impact on the Company’s condensed consolidated statements of operations or condensed consolidated statements of cash flows. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases, while the Company’s accounting for finance leases remained substantially unchanged. The adoption of ASC 842 did not have a material impact in prior periods of the current year and prior year comparative periods and as a result, a cumulative-effect adjustment was not required. The Company provides charging services at designated locations on the hosts property at which the charging station is situated. In consideration thereof, the host shares in the monthly revenue generated by the charging station on percentage basis. As the charging station monthly revenue generated is variable, the host’s monthly revenue derived there from is similarly variable. In accordance with ASC 842 the hosts’ portion of revenue is variable and not predicated on an index or rate, as defined, these payments are not within the scope ASC 842. |
Stock-Based Compensation | STOCK-BASED COMPENSATION 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 non-employees, the fair value of the award is measured on the grant date. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. The Company computes the fair value of equity-classified warrants and options granted using the Black-Scholes option pricing model. |
Net Loss Per Common Share | NET LOSS PER COMMON SHARE Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding, plus the number of additional common shares that would have been outstanding if the common share equivalents had been issued (computed using the treasury stock or if converted method), if dilutive. For the three and nine months ended September 30, 2018 and 2017, the Company calculated the potential diluted earnings per share in accordance with ASC 260, as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2018 2017 2018 2017 Numerator: Net loss attributable to common shareholders (numerator for basic earnings per share) $ (2,148,631 ) $ (94,448,932 ) $ (25,231,361 ) $ (103,508,631 ) Less: change in fair value of derivative liabilities and other accrued liabilities (1,040,273 ) - (2,897,095 ) - Adjusted net loss attributable to common shareholders (denominator for basic earnings per share) $ (3,188,904 ) $ (94,448,932 ) $ (28,128,456 ) $ (103,508,631 ) Weighted average shares outstanding (denominator for basic earnings per share) 24,867,869 2,723,437 18,916,432 1,989,022 Plus: incremental shares from assumed common stock issuance 424,681 - - - Plus: incremental shares from assumed conversion of debt - - 196,994 - Adjusted weighted average shares outstanding (denominator for diluted earnings per share) 25,292,550 2,723,437 19,113,426 1,989,022 Basic earnings per share $ (0.09 ) $ (34.68 ) $ (1.33 ) $ (52.04 ) Diluted earnings per share $ (0.13 ) $ (34.68 ) $ (1.47 ) $ (52.04 ) The following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion would have been anti-dilutive: September 30, 2018 2017 Convertible preferred stock 1,747,756 2,884,383 Warrants 6,852,861 266,143 Options 106,108 147,300 Convertible notes - 19,856 Total potentially dilutive shares 8,706,725 3,317,682 |
Reclassifications | RECLASSIFICATIONS Certain prior year balances have been reclassified in order to conform to current year presentation. These reclassifications have no effect on previously reported results of operations or loss per share. |
Recently Issued Accounting Pronouncements | RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In June 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-07, “Compensation — Stock Compensation (Topic 718),” (“ASU 2018-07”). ASU 2018-07 is intended to reduce cost and complexity and to improve financial reporting for nonemployee share-based payments. Currently, the accounting requirements for nonemployee and employee share-based payment transactions are significantly different. ASU 2018-07 expands the scope of Topic 718, Compensation — Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. This ASU supersedes Subtopic 505-50, Equity — Equity-Based Payments to Nonemployees. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, and interim periods within that fiscal year. Early adoption is permitted, but no earlier than a company’s adoption date of Topic 606, Revenue from Contracts with Customers. The Company early adopted ASU 2018-07 effective April 1, 2018. The adoption of ASU 2018-07 did not have a material impact on the Company’s condensed consolidated financial statements. In July 2018, the FASB issued Accounting Standards Update No. 2018-10, “Codification Improvements to Topic 842, Leases,” (“ASU 2018-10”). The amendments in ASU 2018-10 are to address stakeholders’ questions about how to apply certain aspects of the new guidance in ASC 842. The clarifications address the rate implicit in the lease, impairment of the net investment in the lease, lessee reassessment of lease classification, lessor reassessment of lease term and purchase options, variable payments that depend on an index or rate and certain transition adjustments. The amendments in ASC Topic 842 are effective for public business entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company early adopted ASU 2018-10, along with ASC 842, effective July 1, 2018. The adoption of ASU 2018-10 did not have a material impact on the Company’s condensed consolidated financial statements. In July 2018, the FASB issued Accounting Standards Update No. 2018-11, “Leases (Topic 842): Targeted Improvements,” (“ASU 2018-11”). The amendments in ASU 2018-11 related to transition relief on comparative reporting at adoption affect all entities with lease contracts that choose the additional transition method and separating components of a contract affect only lessors whose lease contracts qualify for the practical expedient. The amendments in ASC Topic 842 are effective for public business entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company early adopted ASU 2018-11, along with ASC 842, effective July 1, 2018. The adoption of ASU 2018-11 did not have a material impact on the Company’s condensed consolidated financial statements. In August 2018, the FASB issued Accounting Standards Update No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The amendments in ASU 2018-13 modify the disclosure requirements on fair value measurements based on the concepts in the Concepts Statement, including the consideration of costs and benefits. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The amendments are effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating ASU 2018-13 and its impact on its condensed consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Revenue Recognition by Contract | The following table summarizes our revenue recognized under ASC 606 in our condensed consolidated statements of operations: For The Three Months Ended For The Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Revenues - Recognized at a Point in Time Charging service revenue - company-owned charging stations $ 320,388 $ 295,202 $ 927,485 $ 879,428 Product sales 102,958 157,264 381,557 367,808 Other 36,135 43,367 131,795 122,937 Total Revenues - Recognized at a Point in Time 459,481 495,833 1,440,837 1,370,173 Revenues - Recognized Over a Period of Time: Warranty 25,099 36,484 89,458 103,188 Network fees 55,540 59,604 168,825 168,334 Total Revenues - Recognized Over a Period of Time 80,639 96,088 258,283 271,522 Total Revenue Under ASC 606 $ 540,120 $ 591,921 $ 1,699,120 $ 1,641,695 |
Schedule of Potential Diluted Earnings Per Share | For the three and nine months ended September 30, 2018 and 2017, the Company calculated the potential diluted earnings per share in accordance with ASC 260, as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2018 2017 2018 2017 Numerator: Net loss attributable to common shareholders (numerator for basic earnings per share) $ (2,148,631 ) $ (94,448,932 ) $ (25,231,361 ) $ (103,508,631 ) Less: change in fair value of derivative liabilities and other accrued liabilities (1,040,273 ) - (2,897,095 ) - Adjusted net loss attributable to common shareholders (denominator for basic earnings per share) $ (3,188,904 ) $ (94,448,932 ) $ (28,128,456 ) $ (103,508,631 ) Weighted average shares outstanding (denominator for basic earnings per share) 24,867,869 2,723,437 18,916,432 1,989,022 Plus: incremental shares from assumed common stock issuance 424,681 - - - Plus: incremental shares from assumed conversion of debt - - 196,994 - Adjusted weighted average shares outstanding (denominator for diluted earnings per share) 25,292,550 2,723,437 19,113,426 1,989,022 Basic earnings per share $ (0.09 ) $ (34.68 ) $ (1.33 ) $ (52.04 ) Diluted earnings per share $ (0.13 ) $ (34.68 ) $ (1.47 ) $ (52.04 ) |
Schedule of Outstanding Diluted Shares Excluded from Diluted Loss Per Share Computation | The following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion would have been anti-dilutive: September 30, 2018 2017 Convertible preferred stock 1,747,756 2,884,383 Warrants 6,852,861 266,143 Options 106,108 147,300 Convertible notes - 19,856 Total potentially dilutive shares 8,706,725 3,317,682 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following: September 30, 2018 December 31, 2017 (unaudited) Accrued host fees $ 1,251,553 $ 1,657,663 Accrued professional, board and other fees 182,581 2,683,557 Accrued wages 373,898 1,016,563 Accrued commissions 2,300 883,763 Warranty payable 121,000 171,000 Accrued taxes payable 646,841 551,190 Accrued payroll taxes payable - 632,078 Accrued interest expense 32,034 347,027 Accrued lease termination costs - 300,000 Accrued settlement reserve costs - 12,980,588 Dividend payable - 1,892,800 Other accrued expenses 127,137 19,115 Total accrued expenses $ 2,737,344 $ 23,135,344 |
Schedule of Accrued Professional, Board and Other Fees | Accrued professional, board and other fees consist of the following: September 30, 2018 December 31, 2017 (unaudited) Investment banking fees $ - $ 860,183 Legal fees related to public offering - 436,715 Professional fees 179,319 684,673 Board fees - 608,945 Other 3,263 93,041 Total accrued professional, board and other fees $ 182,582 $ 2,683,557 |
Accrued Issuable Equity (Tables
Accrued Issuable Equity (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Schedule of Accrued Issuable Equity | Accrued issuable equity consists of the following: September 30, 2018 December 31, 2017 (unaudited) Warrants $ 2,903 $ 1,154,120 Common Stock 1,039,559 1,735,047 Options 89,012 50,739 Total accrued issuable equity $ 1,131,474 $ 2,939,906 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Summary of Assumptions Used for Valuation of Fair Value Liabilities | Assumptions utilized in the valuation of Level 3 liabilities are described as follows: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Risk-free interest rate 2.12% - 2.63 % 1.55-1.62 % 1.62% - 2.63 % 1.47%-1.62 % Contractual term (years) 0.03 - 2.75 1.28-3.75 0.25-3.25 1.28-4.00 Expected volatility 171% - 217 % 114%-130 % 113%-217 % 114%-149 % Expected dividend yield 0.00 % 0.00 % 0.00 % 0.00 % |
Summary of Changes in Fair Value of Level 3 Warrant Liabilities Measured at Recurring Basis | The following table sets forth a summary of the changes in the fair value of Level 3 warrant liabilities that are measured at fair value on a recurring basis: Derivative Liabilities Beginning balance as of January 1, 2018 $ 3,448,390 Exchange of derivative liability for equity (395,175 ) Reclassify derivative liability to equity (36,445 ) Issuance of warrants - Change in fair value of derivative liability (2,992,530 ) Ending balance as of September 30, 2018 $ 24,240 Warrants Payable Beginning balance as of January 1, 2018 $ 1,154,120 Exchange of warrants payable for equity (1,281,456 ) Accrual of other warrant obligations 2,135,430 Change in fair value of warrants payable (2,005,191 ) Ending balance as of September 30, 2018 $ 2,903 |
Summary of Assets and Liabilities Measured at Fair Value Recurring and Nonrecurring Basis | Assets and liabilities measured at fair value on a recurring or nonrecurring basis are as follows: September 30, 2018 Level 1 Level 2 Level 3 Total Liabilities: Derivative liabilities $ - $ - $ 24,240 $ 24,240 Warrants payable - - 2,903 2,903 Total liabilities $ - $ - $ 27,143 $ 27,143 December 31, 2017 Level 1 Level 2 Level 3 Total Liabilities: Derivative liabilities $ - $ - $ 3,448,390 $ 3,448,390 Warrants payable - - 1,154,120 1,154,120 Total liabilities $ - $ - $ 4,602,510 $ 4,602,510 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Schedule of Warrant Activity | The following table accounts for the Company’s warrant activity for the nine months ended September 30, 2018: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Shares Price In Years Value Outstanding, December 31, 2017 275,332 $ 43.15 Issued 10,795,848 4.25 Exercised (4,033,660 ) 4.25 Cancelled/forfeited/expired (184,659 ) 47.09 Outstanding, September 30, 2018 6,852,861 $ 4.66 4.4 $ 18,900 Exercisable, September 30, 2018 6,852,861 $ 4.66 4.4 $ 18,900 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Leases [Abstract] | |
Schedule of Supplemental Cash Flows Information Related to Leases | Supplemental cash flows information related to leases was as follows: Nine Months Ended September 30, 2018 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 30,538 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 323,301 |
Schedule of Weighted Average Operating Leases | Weighted Average Remaining Lease Term Operating leases 2.75 years Weighted Average Discount Rate Operating leases 6.0% |
Schedule of Future Minimum Payments | Future minimum payments under non-cancellable leases as of September 30, 2018 were as follows: For the Years Ending December 31, Amount 2018 $ 30,495 2019 125,538 2020 131,814 2021 56,035 Total future minimum lease payments 343,882 Less: imputed interest (60,468 ) Total $ 283,414 |
Business Organization, Nature_2
Business Organization, Nature of Operations and Basis of Presentation (Details Narrative) | Aug. 29, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Reverse split | 1-for-50 reverse split |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Apr. 03, 2018 | Feb. 16, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Apr. 09, 2018 | Dec. 31, 2016 | |
Cash | $ 21,304,407 | $ 9,062 | $ 21,304,407 | $ 9,062 | $ 185,151 | $ 5,898 | ||||||||
Working capital | 16,955,916 | 16,955,916 | ||||||||||||
Accumulated deficit | 157,599,908 | 157,599,908 | 156,435,278 | |||||||||||
Net income (loss) | 2,135,933 | $ 1,232,785 | $ (2,204,088) | 93,620,432 | $ 4,416,167 | $ 3,097,732 | 1,164,630 | 101,134,331 | ||||||
Number of common stock shares issued under public offering | 25,668 | |||||||||||||
Number of warrants to purchase shares of common stock | 1,030,115 | |||||||||||||
Gross proceeds from public offering | [1] | 16,243,055 | ||||||||||||
Proceeds from warrants exercised | 17,143,056 | |||||||||||||
Cash balances in excess of FDIC insurance limits | 20,667,432 | 20,667,432 | 0 | |||||||||||
Revenue recognition, contract liabilities | 307,134 | |||||||||||||
Deferred revenue | 67,511 | 237,511 | ||||||||||||
Revenues | 546,844 | $ 606,899 | 1,767,182 | $ 1,735,493 | ||||||||||
Held in money market | $ 18,024,063 | 18,024,063 | ||||||||||||
Rebate Revenue [Member] | ||||||||||||||
Deferred revenue | $ 112,780 | $ 181,913 | ||||||||||||
Sales Revenue, Net [Member] | One Customer [Member] | ||||||||||||||
Concentration risk, percentage | 11.00% | 10.00% | 10.00% | |||||||||||
Sales Revenue, Net [Member] | One Customer [Member] | Maximum [Member] | ||||||||||||||
Concentration risk, percentage | 10.00% | |||||||||||||
Accounts Receivable [Member] | One Customer [Member] | ||||||||||||||
Concentration risk, percentage | 10.00% | 10.00% | ||||||||||||
Accounts Receivable [Member] | Another Significant Customer [Member] | ||||||||||||||
Concentration risk, percentage | 44.00% | 32.00% | ||||||||||||
Grant and Rebate [Member] | ||||||||||||||
Revenues | $ 6,724 | $ 14,978 | $ 68,062 | $ 93,798 | ||||||||||
One Share and Two Warrants [Member] | ||||||||||||||
Shares issued price per share | $ 4.25 | |||||||||||||
Warrants [Member] | ||||||||||||||
Number of common stock shares issued under public offering | 4,033,660 | |||||||||||||
Number of warrants to purchase shares of common stock | 1,703,429 | |||||||||||||
Warrants exercise price per share | $ 4.25 | $ 4.25 | $ 4.25 | |||||||||||
Proceeds from warrants exercised | $ 17,143,056 | |||||||||||||
Public Offering [Member] | ||||||||||||||
Number of common stock shares issued under public offering | 4,353,000 | |||||||||||||
Number of warrants to purchase shares of common stock | 8,706,000 | |||||||||||||
Gross proceeds from public offering | $ 18,504,320 | |||||||||||||
Net proceeds from public offering | 14,880,815 | |||||||||||||
Underwriting discounts, commissions and other offering expenses | $ 3,623,505 | |||||||||||||
Warrants exercise price per share | $ 4.25 | |||||||||||||
Public Offering [Member] | Warrants [Member] | ||||||||||||||
Number of shares issued pursuant to exercise of warrants | 4,033,660 | |||||||||||||
Warrants exercise price per share | $ 4.25 | $ 4.25 | ||||||||||||
[1] | Includes gross proceeds of $18,504,320, less issuance costs of $2,261,265 deducted directly from the offering proceeds. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Revenue Recognition by Contract (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Total Revenues | $ 546,844 | $ 606,899 | $ 1,767,182 | $ 1,735,493 |
Under ASC 606 [Member] | ||||
Total Revenues | 540,120 | 591,921 | 1,699,120 | 1,641,695 |
Recognized at a Point in Time [Member] | ||||
Total Revenues | 459,481 | 495,833 | 1,440,837 | 1,370,173 |
Recognized Over a Period of Time [Member] | ||||
Total Revenues | 80,639 | 96,088 | 258,283 | 271,522 |
Charging Service Revenue [Member] | ||||
Total Revenues | 320,388 | 295,202 | 927,485 | 879,428 |
Product Sales [Member] | ||||
Total Revenues | 102,958 | 157,264 | 381,557 | 367,808 |
Other [Member] | ||||
Total Revenues | 36,135 | 43,367 | 131,795 | 122,937 |
Warranty [Member] | ||||
Total Revenues | 25,099 | 36,484 | 89,458 | 103,188 |
Network Fees [Member] | ||||
Total Revenues | $ 55,540 | $ 59,604 | $ 168,825 | $ 168,334 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Potential Diluted Earnings Per Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Accounting Policies [Abstract] | ||||
Net loss attributable to common shareholders (numerator for basic earnings per share) | $ (2,148,631) | $ (94,448,932) | $ (25,231,361) | $ (103,508,631) |
Less: change in fair value of derivative liabilities and other accrued liabilities | (1,040,273) | (2,897,095) | ||
Adjusted net loss attributable to common shareholders (denominator for basic earnings per share) | $ (3,188,904) | $ (94,448,932) | $ (28,128,456) | $ (103,508,631) |
Weighted average shares outstanding (denominator for basic earnings per share) | 24,867,869 | 2,723,437 | 18,916,432 | 1,989,022 |
Plus: incremental shares from assumed common stock issuance | 424,681 | |||
Plus: incremental shares from assumed conversion of debt | ||||
Adjusted weighted average shares outstanding (denominator for diluted earnings per share) | 25,292,550 | 2,723,437 | 19,113,426 | 1,989,022 |
Basic earnings per share | $ (0.09) | $ (34.68) | $ (1.33) | $ (52.04) |
Diluted earnings per share | $ (0.13) | $ (34.68) | $ (1.47) | $ (52.04) |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Outstanding Diluted Shares Excluded from Diluted Loss Per Share Computation (Details) - shares | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Total potentially dilutive shares | 8,706,725 | 3,317,682 |
Convertible Preferred Stock [Member] | ||
Total potentially dilutive shares | 1,747,756 | 2,884,383 |
Warrants [Member] | ||
Total potentially dilutive shares | 6,852,861 | 266,143 |
Options [Member] | ||
Total potentially dilutive shares | 106,108 | 147,300 |
Convertible Notes [Member] | ||
Total potentially dilutive shares | 19,856 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Details Narrative) - Purchase Commitment [Member] | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Payment to acquire assets | $ 3,156,629 |
Deposit amount | 792,204 |
Remaining purchase commitment payable | $ 2,512,010 |
Accrued Expenses (Details Narra
Accrued Expenses (Details Narrative) - USD ($) | Jun. 08, 2017 | Sep. 30, 2018 |
Payables and Accruals [Abstract] | ||
Compensation | $ 490,173 | |
Compensation paid in cash | 344,311 | $ 344,311 |
Compensation to be paid in units of shares of common stock and warrants | $ 145,862 | |
Percentage of discount price per unit sold in public offering | 20.00% | |
Number of shares issued for compensation | 80,704 | |
Fair value of common stock | $ 314,414 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Accrued host fees | $ 1,251,553 | $ 1,657,663 |
Accrued professional, board and other fees | 182,581 | 2,683,557 |
Accrued wages | 373,898 | 1,016,563 |
Accrued commissions | 2,300 | 883,763 |
Warranty payable | 121,000 | 171,000 |
Accrued taxes payable | 646,841 | 551,190 |
Accrued payroll taxes payable | 632,078 | |
Accrued interest expense | 32,034 | 347,027 |
Accrued lease termination costs | 300,000 | |
Accrued settlement reserve costs | 12,980,588 | |
Dividend payable | 1,892,800 | |
Other accrued expenses | 127,137 | 19,115 |
Total accrued expenses | $ 2,737,344 | $ 23,135,344 |
Accrued Expenses - Schedule o_2
Accrued Expenses - Schedule of Accrued Professional, Board and Other Fees (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Payables and Accruals [Abstract] | ||
Investment banking fees | $ 860,183 | |
Legal fees related to public offering | 436,715 | |
Professional fees | 179,319 | 684,673 |
Board fees | 608,945 | |
Other | 3,263 | 93,041 |
Total accrued professional, board and other fees | $ 182,582 | $ 2,683,557 |
Accrued Issuable Equity (Detail
Accrued Issuable Equity (Details Narrative) - USD ($) | Apr. 09, 2018 | Apr. 03, 2018 |
Equity [Abstract] | ||
Number of common stock shares issued | 25,668 | |
Number of common stock value issued | $ 70,000 | |
Warrants to purchase shares of common stock | 1,030,115 | |
Fair value of warrants | $ 247,360 |
Accrued Issuable Equity - Sched
Accrued Issuable Equity - Schedule of Accrued Issuable Equity (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Accrued issuable equity | $ 1,131,474 | $ 2,939,906 |
Warrants [Member] | ||
Accrued issuable equity | 2,903 | 1,154,120 |
Common Stock [Member] | ||
Accrued issuable equity | 1,039,559 | 1,735,047 |
Options [Member] | ||
Accrued issuable equity | $ 89,012 | $ 50,739 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Apr. 09, 2018 | Apr. 03, 2018 | Mar. 16, 2018 | Feb. 16, 2018 | Feb. 01, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Feb. 14, 2018 | Jan. 22, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||||||||||||
Fair value of issuance of share | $ 70,000 | |||||||||||
Debt instrument conversion value | $ 4,353,988 | |||||||||||
Gain on settlement | $ 0 | 2,136,860 | ||||||||||
Number of common stock shares issued | 25,668 | |||||||||||
Warrant to purchase of common stock | 1,030,115 | |||||||||||
Fair value of warrants | $ 247,360 | |||||||||||
Repayment of debt | $ 688,238 | 55,000 | ||||||||||
Repayment of debt principal amount | $ 545,000 | $ 160,000 | ||||||||||
Debt instruments conversion into shares | 1,513,690 | |||||||||||
Note payable principal amount | $ 55,000 | |||||||||||
Rate of interest | 8.00% | |||||||||||
Interest expense, net | $ 0 | $ 95,215 | $ 898,716 | $ 454,164 | ||||||||
BLNK Holdings, LLC [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument conversion value | $ 209,308 | |||||||||||
Debt instruments conversion into shares | 74,753 | |||||||||||
Public Offering [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Number of common stock shares issued | 4,353,000 | |||||||||||
Warrant to purchase of common stock | 8,706,000 | |||||||||||
JMJ Agreement [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Fair value of issuance of share | $ 205,881 | |||||||||||
Due to related party | $ 250,000 | |||||||||||
Number of common stock shares issued | 73,529 | |||||||||||
Warrant to purchase of common stock | 147,058 | |||||||||||
Fair value of warrants | $ 35,313 | |||||||||||
JMJ Agreement [Member] | Public Offering [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Conversion of notes into common stock, description | On February 1, 2018, the Company and JMJ entered into a letter agreement whereby the parties agreed that, concurrent with the closing of the public offering, the Company will convert the JMJ Advance into units, with each unit consisting of one share of restricted common stock and a warrant to purchase one share of restricted common stock at an exercise price equal to the exercise price of the warrants sold as part of the public offering, at a price equal to 80% of the per unit price in the public offering. | |||||||||||
Series D Convertible Preferred Stock [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Number of Series D Convertible Preferred Stock issued | 12,005 | 5,453 | 5,453 | 0 | ||||||||
Fair value of issuance of share | $ 12,005,000 | |||||||||||
Debt instrument conversion value | $ 17,805,175 | |||||||||||
Gain on settlement | $ 0 | $ 5,800,175 |
Fair Value Measurement - Summar
Fair Value Measurement - Summary of Assumptions Used for Valuation of Fair Value Liabilities (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Risk Free Interest Rate [Member] | Minimum [Member] | ||||
Fair value assumptions, measurement input, percentages | 2.12% | 1.55% | 1.62% | 1.47% |
Risk Free Interest Rate [Member] | Maximum [Member] | ||||
Fair value assumptions, measurement input, percentages | 2.63% | 1.62% | 2.63% | 1.62% |
Contractual Term (Years) [Member] | Minimum [Member] | ||||
Fair value assumptions, measurement input, term | 11 days | 1 year 3 months 11 days | 2 months 30 days | 1 year 3 months 11 days |
Contractual Term (Years) [Member] | Maximum [Member] | ||||
Fair value assumptions, measurement input, term | 2 years 9 months | 3 years 9 months | 3 years 2 months 30 days | 4 years |
Expected Volatility [Member] | Minimum [Member] | ||||
Fair value assumptions, measurement input, percentages | 171.00% | 114.00% | 113.00% | 114.00% |
Expected Volatility [Member] | Maximum [Member] | ||||
Fair value assumptions, measurement input, percentages | 217.00% | 130.00% | 217.00% | 149.00% |
Expected Dividend Yield [Member] | ||||
Fair value assumptions, measurement input, percentages | 0.00% | 0.00% | 0.00% | 0.00% |
Fair Value Measurement - Summ_2
Fair Value Measurement - Summary of Changes in Fair Value of Level 3 Warrant Liabilities Measured at Recurring Basis (Details) | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Fair Value Disclosures [Abstract] | |
Derivative liabilities, beginning balance | $ 3,448,390 |
Exchange of derivative liability for equity | (395,175) |
Reclassify derivative liability to equity | (36,445) |
Issuance of warrants | |
Change in fair value of derivative liability | (2,992,530) |
Derivative liabilities, ending balance | 24,240 |
Warrants payable, beginning balance | 1,154,120 |
Exchange of warrants payable for equity | (1,281,456) |
Accrual of other warrant obligations | 2,135,430 |
Change in fair value of warrants payable | (2,005,191) |
Warrants payable, ending balance | $ 2,903 |
Fair Value Measurement - Summ_3
Fair Value Measurement - Summary of Assets and Liabilities Measured at Fair Value Recurring and Nonrecurring Basis (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Derivative liabilities | $ 24,240 | $ 3,448,390 |
Warrants payable | 2,903 | 1,154,120 |
Total liabilities | 27,143 | 4,602,510 |
Level 1 [Member] | ||
Derivative liabilities | ||
Warrants payable | ||
Total liabilities | ||
Level 2 [Member] | ||
Derivative liabilities | ||
Warrants payable | ||
Total liabilities | ||
Level 3 [Member] | ||
Derivative liabilities | 24,240 | 3,448,390 |
Warrants payable | 2,903 | 1,154,120 |
Total liabilities | $ 27,143 | $ 4,602,510 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Sep. 12, 2018 | Sep. 07, 2018 | Aug. 01, 2018 | May 10, 2018 | Apr. 09, 2018 | Apr. 03, 2018 | Mar. 28, 2018 | Mar. 22, 2018 | Mar. 16, 2018 | Feb. 16, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Feb. 15, 2018 | Feb. 13, 2018 | Dec. 31, 2017 |
Number of common shares issued | 25,668 | ||||||||||||||||
Warrant to purchase of common stock | 1,030,115 | ||||||||||||||||
Number of common stock issued in conversion of preferred stock | 9,111,644 | ||||||||||||||||
Deemed dividend in net loss available to common stockholders recorded, amount | $ 0 | $ 825,000 | |||||||||||||||
Payment of dividends in kind, shares | |||||||||||||||||
Preferred stock shares authorized | 40,000,000 | 40,000,000 | 40,000,000 | ||||||||||||||
Preferred stock par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||
Number of common stock issued in satisfaction of debt and liabilities | 1,513,690 | ||||||||||||||||
Number of common stock issued in satisfaction of debt and liabilities, value | $ 4,353,988 | ||||||||||||||||
Loss on settlement of debt | $ 0 | $ 2,136,860 | |||||||||||||||
Retired shares of common stock | 23,529 | ||||||||||||||||
Number of shares issued for services | 35,482 | ||||||||||||||||
Fair value of aggregate share at grant date | $ 601,318 | $ 601,318 | |||||||||||||||
Unrecognized stock based compensation expense | 8,216 | $ 8,216 | |||||||||||||||
Weighted average remaining vesting period | 3 months 22 days | ||||||||||||||||
Proceeds from warrants exercised | $ 17,143,056 | ||||||||||||||||
Change in fair value of warrant liabilities | $ 247,360 | ||||||||||||||||
Stock Options and Warrants [Member] | |||||||||||||||||
Stock-based compensation expense | $ 737,416 | $ 322,426 | $ 3,685,291 | $ 1,432,832 | |||||||||||||
Warrants [Member] | |||||||||||||||||
Number of common shares issued | 4,033,660 | ||||||||||||||||
Warrant to purchase of common stock | 1,703,429 | ||||||||||||||||
Warrant exercisable term | 5 years | ||||||||||||||||
Warrants exercise price per share | $ 4.25 | $ 4.25 | $ 4.25 | ||||||||||||||
Proceeds from warrants exercised | $ 17,143,056 | ||||||||||||||||
Change in fair value of warrant liabilities | $ 1,726,388 | 1,726,388 | |||||||||||||||
Warrants fair value at issuance date | $ 409,042 | $ 409,042 | |||||||||||||||
Conversion Agreement [Member] | |||||||||||||||||
Number of common stock issued in conversion of preferred stock | 223,235 | ||||||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||||||
Number of common stock issued in conversion of preferred stock | 550,000 | ||||||||||||||||
Conversion of stock shares converted | 11,000,000 | ||||||||||||||||
Preferred stock shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||||||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||||||||
Preferred stock shares authorized | 10,000 | 10,000 | 10,000 | ||||||||||||||
Series B Convertible Preferred Stock [Member] | Conversion Agreement [Member] | |||||||||||||||||
Conversion of stock shares converted | 8,250 | ||||||||||||||||
Conversion of stock shares converted, value | $ 825,000 | ||||||||||||||||
Series C Convertible Preferred Stock [Member] | |||||||||||||||||
Conversion of stock shares converted | 254,557 | ||||||||||||||||
Deemed dividend in net loss available to common stockholders recorded, amount | $ 0 | $ 22,633,931 | |||||||||||||||
Payment of dividends in kind, shares | 25,006 | ||||||||||||||||
Preferred stock shares authorized | 250,000 | 250,000 | 250,000 | ||||||||||||||
Series D Convertible Preferred Stock [Member] | |||||||||||||||||
Number of common stock issued in conversion of preferred stock | 700,000 | 1,400,000 | |||||||||||||||
Conversion of stock shares converted | 2,184 | 4,368 | |||||||||||||||
Preferred stock shares authorized | 13,000 | 13,000 | 13,000 | ||||||||||||||
Series D Convertible Preferred Stock stated value | $ 1,000 | ||||||||||||||||
Ownership percentage | 9.99% | ||||||||||||||||
Shares conversion price per share | $ 3.12 | $ 3.12 | |||||||||||||||
Number of common stock issued in satisfaction of debt and liabilities, value | $ 17,805,175 | ||||||||||||||||
Loss on settlement of debt | $ 0 | $ 5,800,175 | |||||||||||||||
Board of Directors and Management [Member] | |||||||||||||||||
Number of shares issued for restricted stock | 188,501 | ||||||||||||||||
Board of Directors [Member] | Series D Convertible Preferred Stock [Member] | |||||||||||||||||
Preferred stock designated shares | 13,000 | ||||||||||||||||
Preferred stock shares authorized | 40,000,000 | ||||||||||||||||
Preferred stock par value | $ 0.001 | ||||||||||||||||
Officers and Directors [Member] | Restricted Common Stock [Member] | |||||||||||||||||
Number of shares issued for services | 188,501 | ||||||||||||||||
Over-Allotment [Member] | |||||||||||||||||
Warrant to purchase of common stock | 406,956 | ||||||||||||||||
Warrants exercise price per share | $ 4.25 | ||||||||||||||||
Gross proceeds from warrants | $ 4,070 | ||||||||||||||||
Gross proceeds per warrant | $ 0.01 | ||||||||||||||||
2018 Incentive Compensation Plan [Member] | |||||||||||||||||
Offering price description | The option price must be at least 100% of the fair market value on the date of grant and if issued to a 10% or greater shareholder must be at least 110% of the fair market value on the date of the grant. | ||||||||||||||||
Stock option granted shares | 5,000,000 | ||||||||||||||||
Number of shares available for future issuance | 4,811,499 | 4,811,499 | |||||||||||||||
Public Offering [Member] | |||||||||||||||||
Number of common shares issued | 4,353,000 | ||||||||||||||||
Warrant to purchase of common stock | 8,706,000 | ||||||||||||||||
Offering price description | Public offering price of $4.25 per unit comprised of one share and two warrants. | ||||||||||||||||
Warrant exercisable term | 5 years | ||||||||||||||||
Warrants exercise price per share | $ 4.25 | ||||||||||||||||
Gross proceeds from public offering | $ 18,504,320 | ||||||||||||||||
Net proceeds from public offering | 14,880,815 | ||||||||||||||||
Underwriting discounts and commissions and other offering expenses | $ 3,623,505 | ||||||||||||||||
Number of options to purchase of common stock shares | 652,950 | ||||||||||||||||
Public Offering [Member] | Warrants [Member] | |||||||||||||||||
Warrants exercise price per share | $ 4.25 | $ 4.25 | |||||||||||||||
Public Offering [Member] | Over-Allotment [Member] | |||||||||||||||||
Warrant to purchase of common stock | 1,305,900 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Warrant Activity (Details) - Warrants [Member] | 9 Months Ended |
Sep. 30, 2018USD ($)$ / sharesshares | |
Number of Shares Warrants Outstanding Beginning Balance | shares | 275,332 |
Number of Shares Warrants Issued | shares | 10,795,848 |
Number of Shares Warrants Exercised | shares | (4,033,660) |
Number of Shares Warrants Cancelled/forfeited/expired | shares | (184,659) |
Number of Shares Warrants Outstanding Ending Balance | shares | 6,852,861 |
Number of Shares Warrants Exercisable | shares | 6,852,861 |
Weighted Average Exercise Price, Beginning balance | $ / shares | $ 43.15 |
Weighted Average Exercise Price, Issued | $ / shares | 4.25 |
Weighted Average Exercise Price, Exercised | $ / shares | 4.25 |
Weighted Average Exercise Price, Cancelled/forfeited/expired | $ / shares | 47.09 |
Weighted Average Exercise Price, Ending balance | $ / shares | 4.66 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 4.66 |
Weighted Average Remaining Life In Years, End | 4 years 4 months 24 days |
Weighted Average Remaining Life In Years, Exercisable | 4 years 4 months 24 days |
Aggregate Intrinsic Value, End | $ | $ 18,900 |
Aggregate Intrinsic Value, Exercisable | $ | $ 18,900 |
Related Parties (Details Narrat
Related Parties (Details Narrative) - USD ($) | Apr. 16, 2018 | Mar. 22, 2018 | Feb. 28, 2018 | Sep. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 |
Interest expense - related party share transfer | $ 785,200 | |||||||||
Fair value of common stock issued for compensation | $ 601,317 | $ 2,665,275 | $ 142,219 | $ 25,766 | $ 35,961 | |||||
JMJ Financial [Member] | ||||||||||
Number of common shares transfered | 260,000 | |||||||||
Mr. Farkas [Member] | ||||||||||
Transfer of common shares | 260,000 | |||||||||
Waive claims amount | $ 12,000,000 | |||||||||
Mr. Farkas [Member] | Letter Agreement [Member] | ||||||||||
Number of shares cancelled | 2,930,596 | |||||||||
Executive Chairman [Member] | Letter Agreement [Member] | ||||||||||
Additional number of shares received due | 886,119 | |||||||||
Fair value of common stock issued for compensation | $ 2,534,300 | |||||||||
Chief Operating Officer [Member] | Letter Agreement [Member] | ||||||||||
Fair value of common stock issued for compensation | $ 75,790 | |||||||||
Number of common stock issued for compensation | 26,500 |
Leases (Details Narrative)
Leases (Details Narrative) | Apr. 20, 2018ft² | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) |
Operating lease cost | $ | $ 68,960 | $ 39,976 | $ 147,113 | $ 117,194 | |
Operating Lease Agreement [Member] | |||||
Agreement term | 3 years | ||||
Area of office space | ft² | 3,425 | ||||
Lease expiration date | May 31, 2021 | ||||
Percentage for lease payment | 5.00% |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flows Information Related to Leases (Details) | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Leases [Abstract] | |
Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases | $ 30,538 |
Right-of-use assets obtained in exchange for lease obligations: Operating leases | $ 323,301 |
Leases - Schedule of Weighted A
Leases - Schedule of Weighted Average Operating Leases (Details) | Sep. 30, 2018 |
Leases [Abstract] | |
Weighted Average Remaining Lease Term Operating leases | 2 years 9 months |
Weighted Average Discount Rate Operating leases | 6.00% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Payments (Details) | Sep. 30, 2018USD ($) |
Leases [Abstract] | |
2,018 | $ 30,495 |
2,019 | 125,538 |
2,020 | 131,814 |
2,021 | 56,035 |
Total future minimum lease payments | 343,882 |
Less: imputed interest | (60,468) |
Total | $ 283,414 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Aug. 28, 2018 | Aug. 02, 2018 | Aug. 01, 2018 | Jun. 17, 2018 | Apr. 16, 2018 | Apr. 03, 2018 | Mar. 19, 2018 | Mar. 16, 2018 | Mar. 16, 2018 | Mar. 16, 2018 | Feb. 16, 2018 | Feb. 03, 2018 | Jan. 31, 2018 | Jun. 08, 2017 | Feb. 28, 2018 | Jul. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 |
Operating Leased Assets [Line Items] | ||||||||||||||||||||
Number of common shares issued | 141,176 | |||||||||||||||||||
Number of common shares issued | 25,668 | |||||||||||||||||||
Shares of common stock issued value | $ 70,000 | |||||||||||||||||||
Paid in cash at the closing of public offering | $ 50,000 | $ 1,190,082 | ||||||||||||||||||
Litigation settlement paid | $ 100,000 | |||||||||||||||||||
Number of common stock shares cancelled | 23,529 | |||||||||||||||||||
Payments for installment debt | $ 688,238 | 55,000 | ||||||||||||||||||
Gain on settlement of debt | $ 0 | 2,136,860 | ||||||||||||||||||
Number of common stock retired during period | 23,529 | |||||||||||||||||||
Officers compensation | $ 490,173 | |||||||||||||||||||
Public Offering [Member] | ||||||||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||||||||
Number of common shares issued | 4,353,000 | |||||||||||||||||||
Ten Days of Closing Offering [Member] | ||||||||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||||||||
Paid in cash at the closing of public offering | 50,000 | |||||||||||||||||||
Six Month of Closing Offering [Member] | ||||||||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||||||||
Paid in cash at the closing of public offering | $ 100,000 | |||||||||||||||||||
With in Three Business Days [Member] | ||||||||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||||||||
Settlement agreement, description | JNS will file a motion to convert the dismissal without prejudice to dismissal with prejudice within three business days of the $100,000 payment. | |||||||||||||||||||
Asset Purchase Agreement [Member] | ||||||||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||||||||
Shares of common stock issued value | $ 600,000 | |||||||||||||||||||
Price per shares | $ 4.25 | |||||||||||||||||||
Blink and ITT Cannon [Member] | Settlement Agreement [Member] | ||||||||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||||||||
Number of common shares issued | 47,059 | |||||||||||||||||||
Partial payment in stock owed | $ 200,000 | |||||||||||||||||||
Number of common shares issued | 25,669 | |||||||||||||||||||
Zwick and Banyai PLLC and Jack Zwick [Member] | ||||||||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||||||||
Aggregate amount of services rendered | $ 53,069 | |||||||||||||||||||
JNS Power & Control Systems, Inc [Member] | ||||||||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||||||||
Number of shares held in escrow | 23,529 | |||||||||||||||||||
350 Green LLC [Member] | ||||||||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||||||||
Number of common shares issued | 8,065 | |||||||||||||||||||
Payments for installment debt | $ 25,000 | |||||||||||||||||||
350 Green LLC [Member] | Public Offering [Member] | ||||||||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||||||||
Payments for installment debt | 360,000 | |||||||||||||||||||
Gain on settlement of debt | 285,000 | |||||||||||||||||||
350 Green LLC [Member] | 60 Days Thereafter [Member] | ||||||||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||||||||
Payments for installment debt | 50,000 | |||||||||||||||||||
SemaConnect Inc. [Member] | Settlement Agreement [Member] | ||||||||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||||||||
Number of common shares issued | 17,595 | 1,500 | ||||||||||||||||||
Shares of common stock issued value | $ 49,266 | |||||||||||||||||||
Liability settlement | $ 153,529 | |||||||||||||||||||
Public offering unit price percentage | 80.00% | |||||||||||||||||||
Schafer & Weiner, PLLC [Member] | Letter Agreement [Member] | ||||||||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||||||||
Number of common shares issued | 119,700 | |||||||||||||||||||
Shares of common stock issued value | $ 345,933 | |||||||||||||||||||
Paid in cash at the closing of public offering | $ 406,981 | $ 406,981 | ||||||||||||||||||
Liability settlement | $ 813,962 | |||||||||||||||||||
Public offering unit price percentage | 80.00% | |||||||||||||||||||
Settlement of remaining liability | $ 406,981 | |||||||||||||||||||
Number of common stock shares returned | 11,503 | |||||||||||||||||||
Number of common stock retired during period | 11,503 | |||||||||||||||||||
Employees [Member] | ||||||||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||||||||
Federal and state payroll taxes | $ 632,000 | |||||||||||||||||||
Chief Financial Officer [Member] | Omnibus Incentive Plan [Member] | ||||||||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||||||||
Shares of common stock issued value | $ 112,500 | |||||||||||||||||||
Settlement agreement, description | On June 17, 2018, the Company entered into a two-year employment agreement with its Chief Financial Officer ("CFO") that will be renewed automatically for an additional one-year term, unless the Company provides a notice of non-renewal at least thirty (30) days prior to the end of the term. | |||||||||||||||||||
Chief Financial Officer [Member] | Two Year Employment Agreement [Member] | Maximum [Member] | ||||||||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||||||||
Officers compensation | $ 112,500 | |||||||||||||||||||
President [Member] | Two Year Employment Agreement [Member] | ||||||||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||||||||
Shares of common stock issued value | $ 125,000 | |||||||||||||||||||
Settlement agreement, description | On August 28, 2018, the Company entered into a two-year employment agreement with its President that will be renewed automatically for an additional one-year term, unless the Company provides a notice of non-renewal at least thirty (30) days prior to the end of the term. | |||||||||||||||||||
President [Member] | Two Year Employment Agreement [Member] | Maximum [Member] | ||||||||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||||||||
Officers compensation | $ 125,000 | |||||||||||||||||||
Operating Lease [Member] | ||||||||||||||||||||
Operating Leased Assets [Line Items] | ||||||||||||||||||||
Accrued liability | $ 177,000 | $ 177,000 | $ 178,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Oct. 19, 2018 | Jun. 08, 2017 | Sep. 30, 2018 |
Officers compensation | $ 490,173 | ||
Number of stock issued for service rendered | 35,482 | ||
Subsequent Event [Member] | Vice President [Member] | |||
Officers compensation | $ 10,000 | ||
Aggregate value of restricted common stock | 250,000 | ||
Subsequent Event [Member] | Employment Agreement [Member] | Vice President [Member] | |||
Officers compensation | $ 225,000 |