Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 29, 2022 | Jun. 30, 2021 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-54286 | ||
Entity Registrant Name | CEA INDUSTRIES INC. | ||
Entity Central Index Key | 0001482541 | ||
Entity Tax Identification Number | 27-3911608 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 385 South Pierce Avenue | ||
Entity Address, Address Line Two | Suite C | ||
Entity Address, City or Town | Louisville | ||
Entity Address, State or Province | CO | ||
Entity Address, Postal Zip Code | 80027 | ||
City Area Code | (303) | ||
Local Phone Number | 993-5271 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 15,308,000 | ||
Entity Common Stock, Shares Outstanding | 7,784,444 | ||
Documents Incorporated by Reference | None | ||
Auditor Firm ID | 3627 | ||
Auditor Name | Sadler, Gibb | ||
Auditor Location | Draper, UT | ||
Common Stock [Member] | |||
Title of 12(b) Security | Common Stock, $0.00001 par value | ||
Trading Symbol | CEAD | ||
Security Exchange Name | NASDAQ | ||
Warrant [Member] | |||
Title of 12(b) Security | Warrants to purchase common stock | ||
Trading Symbol | CEADW | ||
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 2,159,608 | $ 2,284,881 |
Accounts receivable (net of allowance for doubtful accounts of $181,942 and $165,098, respectively) | 179,444 | 33,480 |
Inventory, net | 378,326 | 327,109 |
Prepaid expenses and other | 1,273,720 | 1,037,823 |
Total Current Assets | 3,991,098 | 3,683,293 |
Noncurrent Assets | ||
Property and equipment, net | 77,346 | 147,732 |
Goodwill | 631,064 | 631,064 |
Intangible assets, net | 1,830 | 7,227 |
Deposits | 14,747 | |
Operating lease right-of-use asset | 565,877 | 343,950 |
Total Noncurrent Assets | 1,290,864 | 1,129,973 |
TOTAL ASSETS | 5,281,962 | 4,813,266 |
CURRENT LIABILITIES | ||
Accounts payable and accrued liabilities | 1,345,589 | 1,784,961 |
Deferred revenue | 2,839,838 | 3,724,189 |
Accrued equity compensation | 83,625 | 128,434 |
Other liabilities | 37,078 | |
Current portion of operating lease liability | 100,139 | 266,105 |
Total Current Liabilities | 4,406,269 | 5,903,689 |
NONCURRENT LIABILITIES | ||
Other liabilities | 74,156 | |
Operating lease liability, net of current portion | 486,226 | 169,119 |
Total Noncurrent Liabilities | 486,226 | 243,275 |
TOTAL LIABILITIES | 4,892,495 | 6,146,964 |
Commitments and Contingencies (Note 11) | ||
TEMPORARY EQUITY | ||
Series B Redeemable Convertible Preferred Stock, $0.00001 par value; 3,300 and 0 issued and outstanding, respectively | 3,960,000 | |
Total Temporary Equity | 3,960,000 | |
SHAREHOLDERS’ DEFICIT | ||
Preferred stock; 150,000,000 shares authorized | ||
Series A Preferred stock, $0.00001 par value; 0 and 42,030,331 shares issued and outstanding, respectively | 420 | |
Common stock, $0.00001 par value; 850,000,000 and 350,000,000 shares authorized, respectively; 1,600,835 and 1,576,844 shares issued and outstanding, respectively | 16 | 16 |
Additional paid in capital | 25,211,017 | 26,109,509 |
Accumulated deficit | (28,781,566) | (27,443,643) |
Total Shareholders’ Deficit | (3,570,533) | (1,333,698) |
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | $ 5,281,962 | $ 4,813,266 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 30, 2021 | Dec. 29, 2021 | Nov. 04, 2021 | Nov. 03, 2021 | Nov. 02, 2021 | Dec. 31, 2020 |
Allowance for doubtful accounts, net | $ 181,942 | $ 165,098 | |||||
Temporary equity, par or stated value per share | $ 0.00001 | $ 0.00001 | |||||
Temporary equity, shares issued | 3,300 | 0 | |||||
Temporary equity, shares outstanding | 3,300 | 0 | |||||
Preferred stock, shares authorized | 150,000,000 | 150,000,000 | |||||
Preferred stock, par or stated value per share | $ 0.00001 | $ 0.00001 | |||||
Common stock, par or stated value per share | $ 0.00001 | $ 0.00001 | |||||
Common stock, shares authorized | 850,000,000 | 850,000,000 | 350,000,000 | 350,000,000 | |||
Common stock, shares issued | 1,600,835 | 240,125,224 | 240,125,244 | 1,576,844 | |||
Common stock, shares outstanding | 1,600,835 | 240,125,224 | 240,125,244 | 1,576,844 | |||
Series A Preferred Stock [Member] | |||||||
Preferred stock, par or stated value per share | $ 0.00001 | $ 0.00001 | |||||
Preferred stock, shares issued | 0 | 42,030,331 | |||||
Preferred stock, shares outstanding | 0 | 42,030,331 | 42,030,331 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue, net | $ 13,638,558 | $ 8,514,272 |
Cost of revenue | 10,712,563 | 6,961,305 |
Gross profit | 2,925,995 | 1,552,967 |
Operating expenses: | ||
Advertising and marketing expenses | 772,139 | 430,012 |
Product development costs | 469,703 | 390,229 |
Selling, general and administrative expenses | 3,662,668 | 3,095,350 |
Total operating expenses | 4,904,510 | 3,915,591 |
Operating loss | (1,978,515) | (2,362,624) |
Other income (expense): | ||
Other income (expense), net | 627,592 | 621,340 |
Interest expense | (2,832) | (17,432) |
Gain on lease termination | 15,832 | |
Total other income (expense) | 640,592 | 603,908 |
Loss before provision for income taxes | (1,337,923) | (1,758,716) |
Income taxes | ||
Net loss | (1,337,923) | (1,758,716) |
Convertible Preferred Series B Stock Redemption Value Adjustment | (2,262,847) | |
Convertible Preferred Series B Stock Dividends | (67,447) | |
Dividend on Redemption of Series A Preferred Stock | (20,595) | |
Net Loss Available to Common Shareholders | $ (3,688,812) | $ (1,758,716) |
Loss per common share – basic and dilutive | $ (2.33) | $ (1.12) |
Weighted average number of common shares outstanding, basic and dilutive | 1,582,869 | 1,574,454 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Deficit - USD ($) | Preferred Stock [Member]Series A Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 420 | $ 15 | $ 25,328,861 | $ (25,684,927) | $ (355,631) |
Beginning balance, shares at Dec. 31, 2019 | 42,030,331 | 1,521,444 | |||
Beginning balance, shares to be issued at Dec. 31, 2019 | 10,400 | ||||
Common shares issued in settlement of restricted stock units and award of stock bonuses | $ 1 | (1) | |||
Common shares issued in settlement of restricted stock units and award of stock bonuses, shares | 55,400 | ||||
Common shares issued or to be issued on settlement of restricted stock units and award of stock bonuses, shares to be issued | (10,400) | ||||
Fair value of vested restricted stock units awarded to employees | 25,163 | 25,163 | |||
Fair value of vested stock options accrued in 2019 and issued to employees and directors in 2020 | 503,466 | 503,466 | |||
Fair value of vested stock options granted to employees and directors | 252,020 | 252,020 | |||
Net loss | (1,758,716) | (1,758,716) | |||
Ending balance, value at Dec. 31, 2020 | $ 420 | $ 16 | 26,109,509 | (27,443,643) | (1,333,698) |
Ending balance, shares at Dec. 31, 2020 | 42,030,331 | 1,576,844 | |||
Ending balance, shares to be issued at Dec. 31, 2020 | |||||
Common shares issued in settlement of legal dispute | 67,000 | 67,000 | |||
Common shares issued in settlement of legal dispute, shares | 6,667 | ||||
Fair value of vested stock options granted to employees | 298,040 | 298,040 | |||
Fair value of vested stock options granted to directors | 21,174 | 21,174 | |||
Issuance of series B preferred stock and warrants, net | 927,721 | 927,721 | |||
Receipt of series B preferred stock subscription receivable | |||||
Conversion of series A preferred stock to common | $ (420) | 420 | |||
Conversion of series A preferred stock to common, shares | (42,030,331) | 2,802 | |||
Issuance of common stock in settlement of accrued interest | 67,447 | 67,447 | |||
Issuance of common stock in settlement of accrued interest, shares | 7,719 | ||||
Issuance of restricted common stock to employee | 50,000 | 50,000 | |||
Issuance of restricted common stock to employee, shares | 6,803 | ||||
Accrued interest on Series B preferred stock | (67,447) | (67,447) | |||
Net loss | (1,337,923) | (1,337,923) | |||
Adjustment to redemption value of Series B preferred stock | (2,262,847) | (2,262,847) | |||
Ending balance, value at Dec. 31, 2021 | $ 16 | $ 25,211,017 | $ (28,781,566) | $ (3,570,533) | |
Ending balance, shares at Dec. 31, 2021 | 1,600,835 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (1,337,923) | $ (1,758,716) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and intangible asset amortization expense | 65,372 | 120,103 |
Gain on forgiveness of note payable | (517,032) | (557,203) |
Share-based compensation | 240,780 | 277,183 |
Common stock issued for other expense | 67,000 | |
Provision for doubtful accounts | 16,844 | 13,425 |
Provision for excess and obsolete inventory | (1,666) | 21,669 |
Gain on lease termination | (15,832) | |
Loss on disposal of assets | 67,567 | 4,124 |
Amortization of ROU asset | 204,521 | 190,183 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (162,808) | 91,452 |
Inventory | (49,551) | 882,466 |
Prepaid expenses and other | (235,897) | (768,333) |
Accounts payable and accrued liabilities | (476,450) | 26,157 |
Deferred revenue | (884,350) | 2,279,717 |
Accrued interest | 2,832 | 3,203 |
Lease deposit | (14,747) | |
Operating lease liability, net | (259,475) | (135,828) |
Accrued equity compensation | 83,625 | 128,434 |
Net cash (used in)/provided by operating activities | (3,207,190) | 818,036 |
Cash Flows from Investing Activities | ||
Purchases of property and equipment | (68,657) | (9,332) |
Proceeds from the sale of property equipment | 11,500 | |
Net cash used in investing activities | (57,157) | (9,332) |
Cash Flows from Financing Activities | ||
Cash proceeds from sale of preferred stock and warrants, net of issuance costs | 2,624,874 | |
Proceeds from issuance of note payable | 514,200 | 554,000 |
Net cash provided by financing activities | 3,139,074 | 554,000 |
Net change in cash and cash equivalents | (125,273) | 1,362,704 |
Cash and cash equivalents, beginning of period | 2,284,881 | 922,177 |
Cash and cash equivalents, end of period | 2,159,608 | 2,284,881 |
Supplemental cash flow information: | ||
Interest paid | ||
Income taxes paid | ||
Non-cash investing and financing activities: | ||
Adjustment of carrying value of series B preferred stock to redemption value | 2,262,847 | |
Options issued for accrued equity compensation | 128,434 | |
Accrued Series B dividend payable settled in shares of common stock | 67,447 | |
Series A Preferred Stock converted into shares of common stock | 420 | |
Dividend on Redemption of Series A Preferred Stock settled in shares of common stock | 20,595 | |
Right of Use asset arising on new office lease | $ 582,838 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business CEA Industries Inc., formerly Surna Inc. (the “Company”), was incorporated in Nevada on October 15, 2009. We design, engineer and sell environmental control and other technologies for the Controlled Environment Agriculture (CEA) industry. The CEA industry is one of the fastest-growing sectors of the United States’ economy. From leafy greens (kale, Swiss chard, mustard, cress), microgreens (leafy greens harvested at the first true leaf stage), ethnic vegetables, ornamentals, and small fruits (such as strawberries, blackberries and raspberries) to bell peppers, cucumbers, tomatoes and cannabis and hemp, some producers grow crops indoors in response to market dynamics or as part of their preferred farming practice. In service of the CEA industry, our principal technologies include: (i) liquid-based process cooling systems and other climate control systems, (ii) air handling equipment and systems, (iii) a full-service engineering package for designing and engineering commercial scale thermodynamic systems specific to cultivation facilities, and (iv) automation and control devices, systems and technologies used for environmental, lighting and climate control. Our customers include commercial, state- and provincial-regulated CEA growers in the U.S. and Canada as well as other international locations. Customers are those growers building new facilities and those expanding or retrofitting existing facilities. Currently, our revenue stream is derived primarily from supplying our products, services and technologies to commercial indoor facilities ranging from several thousand to more than 100,000 square feet. Headquartered in Louisville, Colorado, we leverage our experience in this space to bring value-added climate control solutions to our customers that help improve their overall crop quality and yield, optimize energy and water efficiency, and satisfy the evolving state and local codes, permitting and regulatory requirements. Although our customers do, we neither produce nor sell cannabis or its related products. Impact of the COVID-19 Pandemic on Our Business The impact of the government and the business economic response to the COVID-19 pandemic has affected demand across the majority of our markets and disrupted work on projects. The COVID-19 pandemic is expected to have continued adverse effects on our sales, project implementation, operating margins, and working capital. As of the date of this filing, uncertainty continues to exist concerning the magnitude and duration of the economic impact of the COVID-19 pandemic. In response to the COVID-19 pandemic and its changing conditions the Company reduced its operational expenses to conserve its cash resources. Many expenses, including travel, marketing, headcount, work hours, and compensation were reduced, deferred, or eliminated while still allowing us to meet our customer obligations and develop new business. As the fiscal year progressed and our sales rebounded, and we were able to obtain additional funds through a forgivable bank loan, we restored our workforce and compensation. Due to the speed with which the COVID-19 pandemic developed and the resulting uncertainties, including the depth and duration of the disruptions to customers and suppliers, its future effect on our business, on our results of operations, and on our financial condition, cannot be predicted. We expect that the economic disruptions will continue to have an effect on our business over the longer term. Despite this uncertainty, we continue to monitor costs and continue to take actions to reduce costs in order to mitigate the impact of the COVID-19 pandemic to the best of our ability. However, these actions may not be sufficient in the long-run to avoid reduced sales, increased losses and reduced operating cash flows in our business. Refer to Risk Factors |
Basis of Presentation; Summary
Basis of Presentation; Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation; Summary of Significant Accounting Policies | Note 2 – Basis of Presentation; Summary of Significant Accounting Policies Financial Statement Presentation The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect reported amounts and related disclosures. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business within one year after the date the consolidated financial statements are available to be issued. In prior year consolidated financial statements, management’s assessment was that there was substantial doubt as to the Company’s ability to raise equity or debt financing in sufficient amounts, when and if needed, on acceptable terms or at all, in order to provide assurances that the Company would be able to continue as a going concern. The Company continues to experience recurring losses since its inception, and currently shows negative cash flows from operations and negative working capital as of December 31, 2021. As a result, in order to continue as a going concern, the Company has been reliant on the ability to obtain additional sources of financing to fund growth. As indicated in Note 16 – Subsequent Events, on February 15, 2022, the Company received approximately $ 22,000,000 CEA Industries Inc. Notes to Consolidated Financial Statement Reverse Stock Split On January 17, 2022, the Company’s Board of Directors approved a reverse stock split at a ratio of one-for-one hundred and fifty. Such reverse stock split was implemented effective January 27, 2022. The par value for the Common Stock was not affected. As a result of this reverse stock split, the number of the Company’s shares of common stock issued and outstanding as of December 31, 2021, was reduced from 240,125,224 1,600,835 All Common Stock, warrants, options and per share amounts set forth herein are presented to give retroactive effect to the Reverse Split for all periods presented. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its controlled and wholly owned subsidiary, Hydro Innovations, LLC (“Hydro”). Intercompany transactions, profit, and balances are eliminated in consolidation. Use of Estimates Management makes estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and that affect the reported amounts of revenue and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. Key estimates include: allocation of transaction prices to performance obligations under contracts with customers, standalone selling prices, timing of expected revenue recognition on remaining performance obligations under contracts with customers, valuation of intangible assets as it applies to impairment analysis, valuation of equity-based compensation, valuation of deferred tax assets and liabilities, warranty accruals, inventory allowances, and legal contingencies. Cash and Cash Equivalents All highly liquid investments with original maturities of three months or less at the date of purchase are considered to be cash equivalents. The Company may, from time to time, have deposits in financial institutions that exceed the federally insured amount of $ 250,000 2,160,000 Accounts Receivable and Allowance for Doubtful Accounts Accounts receivables are recorded at the invoiced amount or based on revenue earned for items not yet invoiced, and generally do not bear interest. An allowance for doubtful accounts is established, as necessary, based on past experience and other factors, which, in management’s judgment, deserve current recognition in estimating bad debts. Based on the Company’s review, it establishes or adjusts the allowance for specific customers and the accounts receivable portfolio as a whole. As of December 31, 2021, and December 31, 2020, the allowance for doubtful accounts was $ 181,942 and $ 165,098 , respectively. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. Inventory Inventory is stated at the lower of cost or net realizable value. The inventory is valued based on a first-in, first-out (“FIFO”) basis. Lower of cost or net realizable value is evaluated by considering obsolescence, excessive levels of inventory, deterioration and other factors. Adjustments to reduce the cost of inventory to its net realizable value, if required, are made for estimated excess, obsolescence or impaired inventory. Excess and obsolete inventory is charged to cost of revenue and a new lower-cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. As of December 31, 2021, and December 31, 2020, the allowance for excess and obsolete inventory was $ 91,379 and $ 93,045 , respectively. CEA Industries Inc. Notes to Consolidated Financial Statement Property and Equipment Property and equipment are stated at cost. For financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives, which is generally five years Long-lived Assets Long-lived tangible assets, including property and equipment, are reviewed for impairment whenever events or changes in business circumstances indicate the carrying value of the assets may not be recoverable. When such an event occurs, management determines whether there has been impairment by comparing the anticipated undiscounted future net cash flows to the related asset’s carrying value. If an asset is considered impaired, the asset is written down to fair value, which is determined based either on discounted cash flows or appraised value, depending on the nature of the asset. The Company has not identified any indicators of impairment during the years ended December 31, 2021 and 2020. Goodwill and Intangible Assets The Company recorded goodwill in connection with its acquisition of Hydro in July 2014. Goodwill is reviewed for impairment annually on December 31 st Separable identifiable intangibles consist of intellectual property such as patents and trademarks, and capitalized website costs. Except for trademarks, which are not amortized, the Company’s separable identifiable intangible assets are subject to amortization on a straight-line basis over their estimated useful lives. Trademarks are tested annually for impairment. Separable identifiable intangibles are also subject to evaluation for potential impairment if events or circumstances indicate the carrying value may not be recoverable. Fair Value Measurement The Company records its financial assets and liabilities at fair value. The accounting standard for fair value provides a framework for measuring fair value, clarifies the definition of fair value, and expands disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting standard establishes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1 - inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 - inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 - inputs are unobservable inputs based on the Company’s assumptions used to measure assets and liabilities at fair value. CEA Industries Inc. Notes to Consolidated Financial Statement A financial asset or liability’s classification within the hierarchy is determined based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. Due to their short-term nature, the carrying values of accounts receivable, accounts payable, and accrued expenses, approximate fair value. Leases The Company accounts for leases in accordance with ASC 842. The Company determines whether a contract is a lease at contract inception or for a modified contract at the modification date. At inception or modification, the Company recognizes right-of-use (“ROU”) assets and related lease liabilities on the balance sheet for all leases greater than one year in duration. Lease liabilities and their corresponding ROU assets are initially measured at the present value of the unpaid lease payments as of the lease commencement date. If the lease contains a renewal and/or termination option, the exercise of the option is included in the term of the lease if the Company is reasonably certain that a renewal or termination option will be exercised. As the Company’s leases do not provide an implicit rate, the Company uses an estimated incremental borrowing rate (“IBR”) based on the information available at the commencement date of the respective lease to determine the present value of future payments. The IBR is determined by estimating what it would cost the Company to borrow a collateralized amount equal to the total lease payments over the lease term based on the contractual terms of the lease and the location of the leased asset. Operating lease payments are recognized as an expense on a straight-line basis over the lease term in equal amounts of rent expense attributed to each period during the term of the lease, regardless of when actual payments are made. This generally results in rent expense in excess of cash payments during the early years of a lease and rent expense less than cash payments in later years. The difference between rent expense recognized and actual rental payments is typically represented as the spread between the ROU asset and lease liability. The Company’s facilities operating leases have lease and non-lease fixed cost components, which we account for as one single lease component in calculating the present value of minimum lease payments. Variable lease and non-lease cost components are expensed as incurred. The Company does not recognize ROU assets and lease liabilities for short-term leases that have an initial lease term of 12 months or less. The Company recognizes the lease payments associated with short-term leases as an expense on a straight-line basis over the lease term. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses the Black-Scholes Option Pricing Model (the “Black-Scholes Model”) to value the derivative instruments. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. As of December 31, 2021, and December 31, 2020, there were no derivative financial instruments. CEA Industries Inc. Notes to Consolidated Financial Statement Revenue Recognition On January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2014-09 (Topic 606), Revenue from Contracts with Customers The following table sets forth the Company’s revenue by source: Schedule of Revenue by Source For the Years Ended December 31, 2021 2020 Equipment and systems sales $ 12,754,131 $ 7,730,371 Engineering and other services 683,689 568,131 Shipping and handling 200,738 215,770 Total revenue $ 13,638,558 $ 8,514,272 Revenue Recognition Accounting Policy Summary The Company accounts for revenue in accordance with ASC 606. Under the revenue standard, a performance obligation is a promise in a contract with a customer to transfer a distinct good or service to the customer. Most of the Company’s contracts contain multiple performance obligations that include engineering and technical services as well as the delivery of a diverse range of climate control system equipment and components, which can span multiple phases of a customer’s project life cycle from facility design and construction to equipment delivery and system installation and start-up. The Company does not provide construction services or system installation services. Some of the Company’s contracts with customers contain a single performance obligation, typically engineering only services contracts. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. When there are multiple performance obligations within a contract, the Company allocates the transaction price to each performance obligation based on standalone selling price. When estimating the selling price, the Company uses various observable inputs. The best observable input is the Company’s actual selling price for the same good or service, however, this input is generally not available for the Company’s contracts containing multiple performance obligations. For engineering services, the Company estimates the standalone selling price by reference to certain physical characteristics of the project, such as facility size and mechanical systems involved, which are indicative of the scope and complexity of the mechanical engineering services to be provided. For equipment sales, the standalone selling price is determined by forecasting the expected costs of the equipment and components and then adding an appropriate margin, based on a range of acceptable margins established by management. Depending on the nature of the performance obligations, the Company may use a combination of different methods and observable inputs if certain performance obligations have highly variable or uncertain standalone selling prices. Once the selling prices are determined, the Company applies the relative values to the total contract consideration and estimates the amount of the transaction price to be recognized as each promise is fulfilled. Generally, satisfaction occurs when control of the promised goods is transferred to the customer or as services are rendered or completed in exchange for consideration in an amount for which the Company expects to be entitled. The Company recognizes revenue for the sale of goods when control transfers to the customer, which primarily occurs at the time of shipment. The Company’s historical rates of return are insignificant as a percentage of sales and, as a result, the Company does not record a reserve for returns at the time the Company recognizes revenue. The Company has elected to exclude from the measurement of the transaction price all taxes (e.g., sales, use, value added, and certain excise taxes) that are assessed by a governmental authority in connection with a specific revenue-producing transaction and collected by the Company from the customer. Accordingly, the Company recognizes revenue net of sales taxes. The revenue and cost for freight and shipping is recorded when control over the sale of goods passes to the Company’s customers. CEA Industries Inc. Notes to Consolidated Financial Statement The Company also has performance obligations to perform certain engineering services that are satisfied over a period of time. Revenue is recognized from this type of performance obligation as services are rendered based on the percentage completion towards certain specified milestones. The Company offers assurance-type warranties for its products and products manufactured by others to meet specifications defined by the contracts with customers and does not have any material separate performance obligations related to these warranties. The Company maintains a warranty reserve based on historical warranty costs. Other Judgments and Assumptions The Company typically receives customer payments in advance of its performance of services or transfers of goods. Applying the practical expedient in ASC 606-10-32-18, which the Company has elected, the Company does not adjust the promised amount of consideration for the effects of a significant financing component since the Company expects, at contract inception, that the period between when the Company transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. Accordingly, the remaining performance obligations related to customer contracts does not consider the effects of the time value of money. Applying the practical expedient in ASC 340-40-25-4, the Company recognizes the incremental costs of obtaining contracts as an expense when incurred since the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs include certain sales commissions and incentives, which are included in selling, general and administrative expenses, and are payable only when associated revenue has been collected and earned by the Company. Contract Assets and Contract Liabilities Contract assets reflect revenue recognized and performance obligations satisfied in advance of customer billing. Contract liabilities relate to payments received in advance of the satisfaction of performance under the contract. The Company receives payments from customers based on the terms established in its contracts. Contract assets include unbilled amounts where revenue recognized exceeds the amount billed to the customer and the right of payment is conditional, subject to completing a milestone, such as a phase of a project. The Company typically does not have material amounts of contract assets since revenue is recognized as control of goods are transferred or as services are performed. As of December 31, 2021, and 2020, the Company had no contract assets. Contract liabilities consist of advance payments in excess of revenue recognized. The Company’s contract liabilities are recorded as a current liability in deferred revenue in the consolidated balance sheets since the timing of when the Company expects to recognize revenue is generally less than one year. As of December 31, 2021, and December 31, 2020, deferred revenue, which was classified as a current liability, was $ 2,839,838 and $ 3,724,189 , respectively. For the year ended December 31, 2021, the Company recognized revenue of $ 3,358,578 related to the deferred revenue at January 1, 2021, or 90 %. For the year ended December 31, 2020, the Company recognized revenue of $ 1,103,447 related to the deferred revenue at January 1, 2020, or 76 %. Remaining Performance Obligations Remaining performance obligations, or backlog, represents the aggregate amount of the transaction price allocated to the remaining obligations that the Company has not performed under its customer contracts. The Company has elected not to use the optional exemption in ASC 606-10-50-14, which exempts an entity from such disclosures if a performance obligation is part of a contract with an original expected duration of one year or less. Accordingly, the information disclosed about remaining performance obligations includes all customer contracts, including those with an expected duration of one year or less. CEA Industries Inc. Notes to Consolidated Financial Statement Industry uncertainty, project financing concerns, and the licensing and qualification of our prospective customers, which are out of the Company’s control, make it difficult for the Company to predict when it will recognize revenue on its remaining performance obligations. There are risks that the Company may not realize the full contract value on customer projects in a timely manner or at all, and completion of a customer’s cultivation facility project is dependent upon the customer’s ability to secure funding and real estate, obtain a license and then build their cultivation facility so they can take possession of the equipment. Accordingly, the time it takes for customers to complete a project, which corresponds to when the Company is able to recognize revenue, is driven by numerous factors including: (i) the large number of first-time participants interested in the indoor cannabis cultivation business; (ii) the complexities and uncertainties involved in obtaining state and local licensure and permitting; (iii) local and state government delays in approving licenses and permits due to lack of staff or the large number of pending applications, especially in states where there is no cap on the number of cultivators; (iv) the customer’s need to obtain cultivation facility financing; (v) the time needed, and coordination required, for our customers to acquire real estate and properly design and build the facility (to the stage when climate control systems can be installed); (vi) the large price tag and technical complexities of the climate control and air sanitation system; (vii) the availability of power; and (viii) delays that are typical in completing any construction project. Further, based on the current economic climate, the uncertainty regarding the COVID-19 virus, and the Company’s recent cost cutting measures, there is no assurance that the Company will be able to fulfill its backlog, and the Company may experience contract cancellations, project scope reductions and project delays. As of December 31, 2021, the Company’s remaining performance obligations, or backlog, was $ 10,818,000 , of which $ 411,000 , or 4 %, was attributable to customer contracts for which the Company has only received an initial advance payment to cover the allocated value of the Company’s engineering services (“engineering only paid contracts”). There is the risk that the equipment portion of these engineering only paid contracts will not be completed or will be delayed. The reasons include the customer being dissatisfied with the quality or timeliness of the Company’s engineering services, delay or abandonment of the project because of the customer’s inability to obtain project financing or licensing, or other reasons such as a challenging business climate including an overall post-COVID-19 economic downturn or change in business direction. After the customer has made an advance payment for a portion of the equipment to be delivered under the contract (“partial equipment paid contracts”), the Company is typically better able to estimate the timing of revenue recognition since the risks and delays associated with licensing, permitting and project funding are typically mitigated once the initial equipment payment is received. There is significant uncertainty regarding the timing of the Company’s recognition of revenue on its remaining performance obligations, and there is no certainty that these will result in actual revenues. The backlog at December 31, 2021, includes booked sales orders of $ 1,663,000 The remaining performance obligations expected to be recognized through 2023 are as follows: Schedule of Remaining Performance Obligations Expected to be Recognized 2022 2023 Total Remaining performance obligations related to engineering only paid contracts $ - $ 411,000 $ 411,000 Remaining performance obligations related to partial equipment paid contracts 9,155,000 1,252,000 10,407,000 Total remaining performance obligations $ 9,155,000 $ 1,663,000 $ 10,818,000 Product Warranty The Company warrants the products that it manufactures for a warranty period equal to the lesser of 12 months from start-up or 18 months from shipment. The Company’s warranty provides for the repair, rework, or replacement of products (at the Company’s option) that fail to perform within stated specification. The Company’s third-party suppliers also warrant their products under similar terms, which are passed through to the Company’s customers. CEA Industries Inc. Notes to Consolidated Financial Statement The Company assesses the historical warranty claims on its manufactured products and, since 2016, warranty claims have been approximately 1% of annual revenue generated on these products. Based on the Company’s warranty policy, an accrual is established at 1% of the trailing 18 months revenue . The Company continues to assess the need to record a warranty reserve at the time of sale based on historical claims and other factors. As of December 31, 2021, and December 31, 2020, the Company had an accrued warranty reserve amount of $ 186,605 and $ 173,365 , respectively, which are included in accounts payable and accrued liabilities on the Company’s consolidated balance sheets. Cost of Sales Cost of sales includes product costs (material, direct labor and overhead costs), shipping and handling expense, outside engineering costs, engineering, project management and service salaries and benefits, client visits and warranty. Concentrations Three customers accounted for 24 %, 10 % and 10 % of the Company’s revenue for the year ended December 31, 2021. Three customers accounted for 28 %, 11 % and 10 % of the Company’s revenue for the year ended December 31, 2020. The Company’s accounts receivable from two customers made up 68 % and 23 %, respectively, of the total balance as of December 31, 2021. The Company’s accounts receivable from two customers made up 48 %, and 38 %, respectively, of the total balance as of December 31, 2020. Three suppliers accounted for 29 %, 11 % and 10 % of the Company’s purchases of inventory for the year ended December 31, 2021, and three suppliers accounted for 27 %, 25 % and 12 % of the Company’s purchases of inventory for the year ended December 31, 2020. Product Development The Company expenses product development costs as incurred. Internal product development costs are expensed as incurred, and third-party product developments costs are expensed when the contracted work has been performed or as milestone results have been achieved. For the years ended December 31, 2021 and December 31, 2020, the Company incurred $ 469,703 and $ 390,229 , respectively, on product development. Accounting for Share-Based Compensation The Company recognizes the cost resulting from all share-based compensation arrangements, including stock options, restricted stock awards and restricted stock units that the Company grants under its equity incentive plan in its consolidated financial statements based on their grant date fair value. For awards subject to service conditions, compensation expense is recognized over the vesting period on a straight-line basis. Awards subject to performance conditions are attributed separately for each vesting tranche of the award and are recognized ratably from the service inception date to the vesting date for each tranche, based on the probability of vesting. The probability of awards with future performance conditions is evaluated each reporting period and compensation expense is adjusted based on the probability assessment. Awards are considered granted, and the service inception date begins, when mutual understanding of the key terms and conditions of the award between the Company and the recipient has been established. For awards that provide discretion to adjust the amount of the award, the service inception date for such awards could precede the grant date as a mutual understanding of the key terms and conditions of the award between the Company and the recipient has not yet been established. For awards in which the service inception date precedes the grant date, compensation cost is accrued beginning on the service inception date. CEA Industries Inc. Notes to Consolidated Financial Statement On February 16, 2021, the Company’s Board of Directors (the “Board”) approved annual incentive compensation awards to certain employees payable in non-qualified stock options, based on the Company’s performance and each employee’s contributions to such performance for the 2020 year. The non-qualified stock options were granted, were not subject to an additional service requirement and were immediately vested at the date of the grant. The final amount of the annual incentive compensation award, and number of non-qualified stock options granted, were determined, and communicated to the employees. The estimated compensation expense of $ 128,434 related to the 2020 incentive awards was accrued as of December 31, 2020. Since such incentive awards were settled in non-qualified stock options, the accrued compensation expense was classified as a current liability until the number of non-qualified stock options was fixed pursuant to a grant by the Board. At that time, the incentive awards of $ 128,434 became equity-classified. For the year ended December 31, 2021, $ 83,625 was recorded in respect of the 2021 annual incentive compensation awards. The final amount of the awards was approved by the Compensation Committee and Board of Directors on March 16, 2022. The number of non-qualified stock options to be granted will be determined on April 1, 2022, and communicated to the employees. The estimated expense was accrued as accrued equity compensation at December 31, 2021. The grant date fair value of stock options is based on the Black-Scholes Model. The Black-Scholes Model requires judgmental assumptions including volatility and expected term, both based on historical experience. The risk-free interest rate is based on U.S. Treasury interest rates whose term is consistent with the expected term of the option. The grant date fair value of restricted stock and restricted stock units is based on the closing price of the underlying stock on the date of the grant. The Company has elected to reduce share-based compensation expense for forfeitures as the forfeitures occur since the Company does not have historical data or other factors to appropriately estimate the expected employee terminations and to evaluate whether particular groups of employees have significantly different forfeiture expectations. Share-based compensation costs (including expenses from the accrued compensation liabilities related to the annual incentive awards subsequently settled in non-qualified stock options) totaled $ 324,405 and $ 405,617 for the years ended December 31, 2021 and 2020, respectively. Such share-based compensation costs are classified in the Company’s consolidated financial statements in the same manner as if such compensation was paid in cash. The following is a summary of such share-based compensation costs included in the Company’s consolidated statements of operations for the years ended December 31, 2021 and 2020: Schedule of Share-based Compensation Costs For the Years Ended December 31, 2021 2020 Share-based compensation expense included in: Cost of revenue $ 17,331 $ 31,006 Advertising and marketing expenses 7,938 8,333 Product development costs 11,025 21,882 Selling, general and administrative expenses 288,111 344,396 Total share-based compensation expense included in consolidated statement of operations $ 324,405 $ 405,617 Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted ta |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Leases | Note 3 – Leases The Boulder Facility Lease On June 27, 2017, the Company entered into a lease for its manufacturing and office space (the “Boulder Facility Lease”), which commenced September 29, 2017 and continued through August 31, 2022. The Company occupied a 12,700 square foot space for $ 12,967 per month until January 1, 2018 . On January 2, 2018, the leased space was expanded to 18,952 square feet, and the monthly rental rate increased to $ 18,979 until August 31, 2018 . Beginning September 1, 2018 and 2019, the monthly rent increased to $ 19,549 and $ 20,135 , respectively. On each September 1 through the end of the lease, the monthly rent was to be increased by 3%. Pursuant to the Boulder Facility Lease, the Company made a security deposit of $ 51,000 on July 31, 2017. The deposit of $ 1,600 paid to the previous owner of the property was forwarded to the current landlord. The Company had the option to renew the Boulder Facility Lease for an additional five years. Additionally, the Company was to pay the actual amounts for property taxes, insurance, and common area maintenance. The Boulder Facility Lease agreement contained customary events of default, representations, warranties, and covenants. CEA Industries Inc. Notes to Consolidated Financial Statement Under the Boulder Facility Lease, the landlord agreed to pay the Company or the Company’s contractors for tenant improvements made by the Company not to exceed $ 100,000 , which were used for normal tenant improvements. The Company determined that these improvements were not specialized and could be utilized by a subsequent tenant and, as such, the improvements were considered assets of the lessor. As of January 1, 2019, the unamortized amount of tenant improvement allowance of $ 81,481 was treated as a reduction in measuring the right-of-use asset. Upon adoption of ASC 842 on January 1, 2019, the Company recognized its Boulder Facility Lease on the balance sheet as an operating lease right-of-use asset in the amount of $ 714,416 and as a lease liability of $ 822,374 . The lease liability was initially measured as the present value of the unpaid lease payments at adoption and the ROU asset was initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease adoption date, plus any initial direct costs incurred less any lease incentives received. The renewal option to extend the Boulder Facility Lease was not included in the right-of-use asset or lease liability, as the option was not reasonably certain to be exercised. The Company regularly evaluated the renewal option and if it is reasonably certain of exercise, the Company would have included the renewal period in its lease term. During 2020, the Company entered into an agreement with its landlord to apply its rent deposit of $ 52,600 to rent payments due during the period. The deposit required on the lease will be reduced to approximately $32,000 and will be payable in 12 monthly installments from January through December of 2021. Further, the landlord also agreed to defer payment of fifty percent of the three months of lease payments (base rent only) for the period July to September 2020. The deferred lease payments amount to approximately $30,000 and were payable in 12 monthly installments from January to December 2021 . On April 30, 2021, the Company entered into an agreement to sublease approximately 6,900 square feet of its office and manufacturing space. The sublease commenced on April 30, 2021 and was to continue on a month-to-month basis until either party gives 30-days’ notice. Subject to the provision to terminate on 30-days’ notice, the sublease was to end upon termination of the Company’s Boulder Facility Lease Agreement with the landlord. Rent was initially charged at $ 5,989 per month and increased to $ 11,978 per month effective July 1, 2021. The Sublessor was also responsible for its prorated share of utilities and other related costs. This new sublease did not change the Company’s legal relationship or financial obligations with its landlord. Consequently, the Company continued to be responsible for all the remaining financial obligations under the Boulder Facility Lease agreement with the landlord. Accordingly, entering into the new sublease did not impact the carrying value of the Company’s operating lease right of use asset or operating lease liability. Moreover, after an initial two-month transitional period, the rental rate per square foot under the new sublease was identical to the rental rate per square foot for the Company’s existing lease with its landlord which indicated that there was no impairment to the carrying value of the Company’s operating lease right of use asset. On July 27, 2021, the Company entered into a Boulder Facility Lease Termination Agreement with its landlord for the 18,952 square foot office and manufacturing facility in Boulder, CO, which was previously contracted to expire on August 31, 2022. The termination provided for the Company to vacate the facility no later than November 15, 2021. In exchange for early termination from its lease obligation, the Company paid a nominal lease termination fee on July 28, 2021. The termination was also contingent upon a successor tenant executing a new lease with the landlord and the Company paying the remaining deferred rent and security deposit amounts. The landlord and successor tenant entered into a lease agreement on July 27, 2021. The remaining deferred rent and security deposit was be paid in conjunction with the final rent payment. As a result of the lease termination, effective November 15, 2021, the Company removed the outstanding balances relating to the Boulder Facility Lease right of use asset and lease liability from its balance sheet and recorded a $ 15,832 gain on lease extinguishment which has been recognized in other income. CEA Industries Inc. Notes to Consolidated Financial Statement The New Facility Lease On July 28, 2021, the Company entered into an agreement to lease 11,491 square feet of office and manufacturing space (the “New Facility Lease”), in Louisville, CO. The New Facility lease commenced on November 1, 2021 and continues through January 31, 2027. From November 2021 through January 2022, the monthly rent was abated. Beginning February 2022, the monthly rent is $ 10,055 and will increase by 3 % annually every November through the end of the New Facility Lease term. Pursuant to the New Facility Lease, the Company made a security deposit of $ 14,747 . The Company has the option to renew the New Facility Lease for an additional five years. Additionally, the Company pays the actual amounts for property taxes, insurance, and common area maintenance. The New Facility Lease agreement contains customary events of default, representations, warranties, and covenants. Upon commencement of the New Facility Lease, the Company recognized on the balance sheet an operating lease right-of-use asset and lease liability in the amount of $ 582,838 . The lease liability was initially measured as the present value of the unpaid lease payments at commencement and the ROU asset was initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. The renewal option to extend the New Facility Lease is not included in the right-of-use asset or lease liability, as the option is not reasonably certain to be exercised. The Company regularly evaluates the renewal option and when it is reasonably certain of exercise, the Company will include the renewal period in its lease term. The Company’s operating and finance right-of-use assets and lease liabilities are as follows: Schedule of Lease Cost As of December 31, 2021 As of December 31, 2020 Operating lease right-of-use asset $ 565,877 $ 343,950 Operating lease liability, current $ 100,139 $ 266,105 Operating lease liability, long-term $ 486,226 $ 169,119 Remaining lease term 5.1 years 1.7 years Discount rate 3.63 % 5.00 % Cash paid during the year for amounts included in the measurement of lease liabilities is as follows: For the Year Ended December 31, 2021 2020 Operating cash outflow from operating lease $ 257,961 $ 160,934 Future annual minimum under non-cancellable operating leases as of December 31, 2021 were as follows: Schedule of Future Annual Minimum Lease Payments Years ended December 31, 2022 $ 111,204 2023 124,897 2024 128,643 2025 132,503 2026 136,473 Thereafter 11,654 Total minimum lease payments 645,374 Less imputed interest (59,009 ) Present value of minimum lease payments $ 586,365 CEA Industries Inc. Notes to Consolidated Financial Statement |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 4 – Inventory Inventory consisted of the following: Schedule of Inventory December 31, 2021 December 31, 2020 Finished goods $ 272,199 $ 201,778 Work in progress 1,050 4,231 Raw materials 196,456 214,145 Allowance for excess & obsolete inventory (91,379 ) (93,045 ) Inventory, net $ 378,326 $ 327,109 Overhead expenses of $ 13,589 and $ 17,974 were included in the inventory balance as of December 31, 2021 and 2020, respectively. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 5 – Property and Equipment Property and equipment consisted of the following: Schedule of Property and Equipment December 31, 2021 December 31, 2020 Furniture and equipment $ 274,472 $ 398,422 Vehicles 15,000 15,000 Leasehold improvements - 215,193 289,472 628,615 Accumulated depreciation (212,126 ) (480,883 ) Property and equipment, net $ 77,346 $ 147,732 Depreciation expense amounted to $ 64,937 for the year ended December 31, 2021, of which $ 6,109 was allocated to cost of revenue, $ 1,527 was allocated to inventory, with the remainder recorded as selling, general and administrative expense. Depreciation expense amounted to $ 119,524 for the year ended December 31, 2020, of which $ 5,115 was allocated to cost of revenue, $ 1,279 was allocated to inventory, with the remainder recorded as selling, general and administrative expense. CEA Industries Inc. Notes to Consolidated Financial Statement |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 6 – Intangible Assets Intangible assets consisted of the following: Schedule of Intangible Assets As of December 31, 2021 2020 Patents $ - $ 8,110 Website development costs 22,713 22,713 Trademarks 1,830 1,830 24,543 32,653 Accumulated amortization (22,713 ) (25,426 ) Intangible assets, net $ 1,830 $ 7,227 Patents when issued are amortized over 14 years, and web site development costs are amortized over five years . Trademarks are not amortized since they have an indefinite life. Amortization expense for intangibles amounted to $ 434 and $ 579 for the years ended December 31, 2021 and 2020, respectively. During the years ended December 31, 2021 and 2020, the Company wrote-off $ 8,110 and $ 4,124 , respectively, related to patents that had been abandoned. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | Note 7 – Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consisted of the following: Schedule of Accounts Payable and Accrued Liabilities December 31, 2021 December 31, 2020 Accounts payable $ 616,056 $ 918,639 Sales commissions payable 27,592 48,263 Accrued payroll liabilities 322,873 288,071 Product warranty accrual 186,605 173,365 Other accrued expenses 192,463 356,623 Total $ 1,345,589 $ 1,784,961 The December 31, 2020 accounts payable and other accrued expenses included $ 402,651 relating to a one-time warranty issue experienced on three customers’ projects. The expenses related to parts and labor to repair units that had been delivered to these customers prior to year-end. Since the issue was limited to these three projects and is not anticipated to reoccur in the future, we have made no adjustment to the ongoing 1% warranty reserve that we accrue on all sales . |
Note Payable and Accrued Intere
Note Payable and Accrued Interest | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Note Payable and Accrued Interest | Note 8 – Note Payable and Accrued Interest On February 10, 2021, the Company entered into a note payable with its current bank in the principal amount of $ 514,200 , for working capital purposes. The loan amount bears interest at 1 % and is due on February 5, 2026 CEA Industries Inc. Notes to Consolidated Financial Statement During the year ended December 31, 2021, interest of $ 2,832 was accrued, respectively, in respect of this note payable. On November 30, 2021, the Company received notice from the bank that its loan received on February 10, 2021, in the principal amount of $ 514,200 and all accrued interest of $ 2,832 , was fully forgiven. This gain on loan forgiveness was recorded as Other Income in the Statement of Operations during the year. On April 22, 2020, the Company entered into a note payable with its current bank in the principal amount of $ 554,000 , for working capital purposes. The loan amount was subject to interest at 1 % and was initially due on April 20, 2022 April 20, 2025 During the year ended December 31, 2020, interest of $ 3,203 was accrued in respect of this note payable. On December 11, 2020, the Company received notice from the bank that its loan received on April 22, 2020, in the principal amount of $ 554,000 and all accrued interest of $ 3,203 , was fully forgiven. This gain on loan forgiveness was recorded as Other Income in the Statement of Operations during the year. |
Temporary Equity
Temporary Equity | 12 Months Ended |
Dec. 31, 2021 | |
Temporary Equity | |
Temporary Equity | Note 9 – Temporary Equity Series B Redeemable Convertible Preferred Stock On September 28, 2021, the Company sold to an institutional investor (the “Investor”), 3,300 shares of Series B Convertible Preferred Stock, stated value $ 1,000 per share, currently convertible into 385,965 shares of common stock, and a warrant to purchase up to 192,982 shares of common stock (“Investor Warrant”), for an aggregate purchase price of $ 3,000,000 (“Consideration”). The Company received net proceeds of approximately $ 1,260,000 on September 28, 2021, and the balance of approximately $ 1,365,000 on November 4, 2021, following completion of an amendment to the certificate of incorporation to increase the number of authorized shares of common stock and redeem the outstanding Series A Preferred Stock, as required by the Investor. The Series B Preferred Stock has an annual dividend of 8 % and has an initial common stock conversion price of $ 8.55. The Series B Preferred Stock is mandatorily convertible on the third anniversary of its issuance. All conversions of the Series B Preferred Stock are subject to a blocker provision of 4.99 %. The Company will reserve 200 % of the number of shares of common stock into which the Series B Preferred Stock and Investor Warrant may be converted or exercised. The Series B Preferred Stock is redeemable at the demand by the holders, at 120 % of the stated value of $ 1,000 , at any time after the earlier of (x) the consummation by the Company of a qualified offering, or (y) the first anniversary of the issuance of the Series B Preferred Shares. The Investor was granted a right of participation in future private offerings and has agreed to a 180-day lock-up in connection with a qualified offering. A “qualified offering” is the first public offering after the sale of the Series B Preferred Stock in which the common stock of the Company is listed on a national exchange. CEA Industries Inc. Notes to Consolidated Financial Statement The Investor Warrant may be exercised until September 28, 2024 , at an initial exercise price of $ 9.45 , subject to adjustment. The Investor Warrant provides for cashless exercise if the underlying shares of common stock are not registered for resale, and all issuances of common stock upon exercise are subject to a 4.99 % blocker provision. The Company granted the Investor registration rights for the shares of common stock underlying the Series B Preferred Stock and the Investor Warrants. The Company must file a registration statement no later than 180 days after the date of a qualified offering and have it effective in 45 days if there is no Securities and Exchange Commission (“SEC”) review, or if there is a review, within 75 days. The Company must keep the registration statement effective until all the shares registered have been sold or may be sold under Rule 144, without regard to volume and holding period restrictions. The Company engaged ThinkEquity LLC (“ThinkEquity”) as its placement agent and paid a total cash fee of 9 %, or $ 270,000 , and its expenses, less prepaid expenses, and issued to ThinkEquity and its designees warrants to purchase up to an aggregate of 34,737 shares of common stock. The exercise price of the warrant initially will be $ 10.40 per share, subject to typical adjustment provisions, and exercisable for a term of three years. The warrant has registration rights. Probability of Redemption: As it was considered probable the Series B Preferred stock will become redeemable outside of the Company’s control, the Series B Preferred stock needs to be disclosed as temporary equity and restated at the balance sheet date at its redemption value of 120 % the stated value of $ 1,000 per share, or $ 3,960,000 . As a result, the Company has adjusted the carrying value of the Series B Preferred Stock to its redemption value of $ 3,960,000 and recorded a $ 2,262,847 non-cash redemption value adjustment. This redemption value adjustment is treated as similar to a dividend on the preferred stock for GAAP purposes; accordingly, the redemption value adjustment is therefore added to the “Net Loss” to arrive at “Net Loss Attributable to Common Shareholders’” on the Company’s Consolidated Statements of Operations. In addition, since the Company does not have a balance of retained earnings, the redemption value adjustment was recorded against additional paid-in capital. |
Related Party Agreements and Tr
Related Party Agreements and Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Agreements and Transactions | Note 10 – Related Party Agreements and Transactions Agreements and Transaction with Company’s Co-Founders Consulting Agreement On January 7, 2021, the Company entered into a consulting agreement with RSX Enterprises, Inc. (RSX), a company controlled by Mr. James R. Shipley, a director of the Company. RSX provided consulting services to the Company focused on product offerings, engineering requirements, key customer marketing outreach, and related matters, as mutually determined by the Company and RSX. The Company paid a monthly consulting fee of $ 6,500 for up to 50 hours per month for the various consulting activities undertaken and provide for reimbursement of expenses. The total amount paid on this agreement was $ 19,500 . The term of the agreement was set for three months. Any intellectual property developed by RSX will belong to the Company, and the contract provides for typical indemnification obligations and confidentiality provisions. The company entered into a manufacturer representative agreement with RSX Enterprises in March 2021 to become a non-exclusive representative for the Company to assist in marketing and soliciting orders. James R. Shipley, a current director of the Company, has a significant ownership interest in RSX. Under the manufacturer representative agreement, RSX will act as a non-exclusive representative for the Company within the United States, Canada and Mexico and may receive a commission for qualified customer leads. The agreement has an initial term through December 31, 2021, with automatic one-year renewal terms unless prior notice is given 90 days prior to each annual expiration. During the year ended December 31, 2021, the Company paid $ 42,639 in commissions under this agreement. CEA Industries Inc. Notes to Consolidated Financial Statement |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11 – Commitments and Contingencies Litigation The Company settled a litigation with a former employee effective March 30, 2021. While the Company disputed the merits of the claims, the Company agreed to issue an aggregate of 6,667 107,000 6,667 67,000 From time to time, in the normal course of its operations, the Company is subject to litigation matters and claims. Litigation can be expensive and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict, and the Company’s view of these matters may change in the future as the litigation and events related thereto unfold. The Company expenses legal fees as incurred. The Company records a liability for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. An unfavorable outcome to any legal matter, if material, could have an adverse effect on the Company’s operations or its financial position, liquidity or results of operations. Other Commitments In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to customers, vendors, lessors, business partners, and other parties with respect to certain matters, including, but not limited to, losses arising out of the Company’s breach of such agreements, services to be provided by the Company, or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with its directors and certain of its officers and employees that will require the Company to, among other things, indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers, or employees. The Company maintains director and officer insurance, which may cover certain liabilities arising from its obligation to indemnify its directors and certain of its officers and employees, and former officers, directors, and employees of acquired companies, in certain circumstances. |
Preferred and Common Stock
Preferred and Common Stock | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Preferred and Common Stock | Note 12 – Preferred and Common Stock Preferred Stock As of December 31, 2021, and December 31, 2020, the Company had 150,000,000 shares of Preferred Stock authorized at a $ 0.00001 par value. CEA Industries Inc. Notes to Consolidated Financial Statement A further discussed in Note 16 Subsequent Events 150,000,000 to 25,000,000 shares of preferred stock. Series A Preferred Stock As of December 31, 2021, and December 31, 2020, the Company has 0 and 42,030,331 shares of Series A Preferred Stock issued and outstanding, respectively. Effective November 4, 2021, the Company redeemed all 42,030,331 shares of Series A Preferred Stock issued and outstanding for the issuance of 2,802 shares of common stock. The $ 20,595 excess in the fair value of the 2,802 shares of common stock ($ 21,015 ) issued over the book value of the 42,030,331 shares of Series A Preferred Stock ($ 420 ) redeemed has been accounted for as a deemed dividend to Series A Preferred shareholders. Series B Preferred Stock As of December 31, 2021, and December 31, 2020, the Company has 3,300 and 0 shares of Series B Preferred Stock issued and outstanding, respectively. As further described in Note 9 – Temporary Equity 3,300 shares of Series B Preferred Stock with a stated value of $ 1,000 per share, or $ 3,300,000 of stated value in the aggregate (“Series B Preferred Stock”), and a warrant to purchase up to 192,982 shares of common stock of the Company (“Investor Warrant”), for an aggregate purchase price of $ 3,000,000 (“Consideration”). Common Stock As of December 31, 2021, and December 31, 2020, the Company was authorized to issue 850,000,000 and 350,000,000 shares of common stock, respectively, with a par value of $ 0.00001 per share. Effective November 3, 2021, the Company increased the number of authorized shares of common stock from 350,000,000 to 850,000,000 . As further discussed in Note 16 – Subsequent Events 850,000,000 to 200,000,000 shares of common stock. As of December 31, 2021, and December 31, 2020, the Company has 1,600,835 and 1,576,844 shares of common stock issued and outstanding, respectively. During the year ended December 31, 2021, the Company issued shares of its common stock as follows: ● On April 8, 2021, the Company issued 6,667 shares of common stock, valued at $ 67,000 as part of a legal settlements as further described in Note 11 – Commitments and Contingencies – Litigation . ● On November 4, 2021, the Company issued 2,802 shares of common stock, valued at $ 21,015 to redeem 42,303,331 shares of Series A Preferred Stock as further described in Note 12 – Preferred and Common Stock – Series A Preferred Stock . ● On November 24, 2021, the Company issued 6,803 shares of its common stock, valued at $ 50,000 , to the CEO, pursuant to a new Executive Employment Agreement, under the 2021 Equity Incentive Plan as further described in Note 14 Equity Incentive Plans ● On December 30, 2021, the Company issued 7,719 shares of its common stock, valued at $ 39,368 in settlement of $ 67,448 dividends that had accrued on the Series A Preferred Stock. The $ 28,080 gain on settlement of this related party liability has been recognized in additional paid in capital CEA Industries Inc. Notes to Consolidated Financial Statement Consequently, effective December 31, 2021, 1,600,835 shares of common stock were issued and outstanding. During the year ended December 31, 2020, the Company did not issue any shares of its common stock in a private, non-registered transaction. During the year ended December 31, 2020, the Company issued shares of its common stock under the 2017 Equity Plan as follows: ● 6,667 ● 3,733 ● 45,000 Note 11 – Commitments and Contingencies, Litigation Consequently, effective December 31, 2020, 1,576,844 |
Outstanding Warrants
Outstanding Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Outstanding Warrants | |
Outstanding Warrants | Note 13 – Outstanding Warrants The following table summarizes information with respect to outstanding warrants to purchase common stock during the years ended December 31, 2021 and 2020: Schedule of Outstanding Warrants to Purchase Common Stock Weighted Weighted Average Average Aggregate Number Exercise Remaining Life Intrinsic Outstanding Price In Months Value Outstanding at December 31, 2019 260,727 $ 36.00 9 $ 0 Issued - - - Exercised - - - - Expired (210,310 ) $ (34.50 ) - $ 0 Outstanding at December 31, 2020 50,417 $ 37.50 6 $ 0 Issued 222,719 $ 9.59 36 - Exercised - - - - Expired (50,417 ) $ 37.50 - $ 0 Outstanding at December 31, 2021 227,719 $ 9.59 33 $ 0 CEA Industries Inc. Notes to Consolidated Financial Statement The following table summarizes information about warrants outstanding at December 31, 2021. Schedule of Warrants Outstanding Warrants Weighted Average Exercise price Outstanding Months Outstanding 9.45 192,982 33 10.40 34,737 33 227,719 33 Warrants Issued to Investment Bank Pursuant to a certain agreement for services rendered in connection with the conversion of the Series 2 Convertible Notes, during the year ended December 31, 2017, the Company issued to an investment bank or its designees a warrant (“Banker Warrant”) to purchase, at an exercise price $ 52.50 per share, 3,333 shares of the Company’s common stock. The Banker Warrants were fully vested on the date of issuance, were exercisable beginning December 20, 2017, and expired unexercised on June 20, 2020. Q1 2017 Warrants In March 2017, the Company issued 111,875 investment units, for aggregate gross proceeds of $ 2,685,000 , or $ 24.00 per unit. Each unit consisted of one hundred and fifty shares of the Company’s common stock and one hundred and fifty warrants for the purchase of one share of the Company’s common stock (“Q1 2017 Warrants”) ; however, one investor declined receipt of the warrant to purchase 3,125 shares of the Company’s common stock. Pursuant to the Q1 2017 Warrants, the holder thereof may at any time on or after six months after the issuance date and on or prior to the close of business on the date that is the third anniversary of the issuance date, purchase up to the number of shares of the Company’s common stock as set forth in the respective warrant. The exercise price per share of the common stock under the Q1 2017 Warrants is $ 39.00 , subject to customary adjustments as provided in the warrant. Each Q1 2017 Warrant was callable at the Company’s option commencing six months from the issuance date, provided the closing price of the Company’s common stock was $ 63.00 or greater for five consecutive trading days. Commencing at any time after the date on which such call condition was satisfied, the Company had the right, upon 30 days’ notice to the holder, to redeem the warrant shares at a price of $ 1.50 per warrant share. The holder could have exercised the warrant at any time (in whole or in part) prior to the redemption date at the exercise price. These warrants expired unexercised in March 2020 . Q4 2017 Warrants In December 2017, the Company issued 98,227 investment units for aggregate proceeds of $ 1,768,080 , or $ 18.00 per unit. Each unit consisted of one hundred and fifty shares of the Company’s common stock and one hundred and fifty warrants for the purchase of one share of the Company’s common stock (“Q4 2017 Warrants”) . The Q4 2017 Warrants had an exercise price of $ 30.00 per share, subject to customary adjustments as provided in the warrant, and had a term of three years. The Q4 2017 Warrants were callable at the Company’s option, provided the closing price of the Company’s common stock was $ 54.00 or greater for five consecutive trading days. Commencing at any time after the date on which the call condition is satisfied, the Company had the right, upon notice to the holders, to redeem the shares of common stock underlying each warrant at a price of $ 1.50 per share, but such redemption could not occur earlier than sixty-one (61) days following the date of the receipt of notice by the holder. The holder could exercise the warrant at any time (in whole or in part) prior to the redemption date at the exercise price. These warrants expired unexercised in December 2020 . CEA Industries Inc. Notes to Consolidated Financial Statement Q2 2018 Warrants In June 2018, the Company completed a private placement offering of investment units, with each unit consisting of one share of the Company’s common stock and one Q2 2018 Warrant . The Q2 2018 Warrants have an exercise price of $ 37.5 per share of the common stock underlying each warrant, subject to customary adjustments as provided in the warrant. The Q2 2018 Warrants are exercisable commencing July 1, 2018 until June 30, 2021 . The Q2 2018 Warrants are callable at the Company’s option, beginning on July 1, 2019 until the expiration thereof on June 30, 2021, provided the closing price of the Company’s common stock is $ 60.00 (subject to adjustment as provided in the warrant) or greater for five consecutive trading days. Commencing at any time after the date on which the call condition is satisfied, the Company has the right, upon notice to the holders, to redeem the shares of common stock underlying each warrant at a price of $ 1.50 per share, but such redemption may not occur earlier than sixty-one (61) days following the date of the receipt of notice by the holder. The holder may exercise the warrant (in whole or in part) prior to the redemption date at the exercise price. These warrants expired unexercised in June 2021 Q3 2021 Warrants On September 28, 2021, the Company entered into a Securities Purchase Agreement with an institutional investor, pursuant to which the investor purchased from the Company 3,300 shares of convertible Series B Preferred Stock with a stated value of $ 1,000 per share, or $ 3,300,000 of stated value in the aggregate, and a warrant to purchase up to 192,982 shares of common stock of the Company (the “Q3 2021 Warrants”), for an aggregate purchase price of $ 3,000,000 . The warrant is exercisable until September 28, 2024, at an initial exercise price of $ 9.45 , subject to adjustment for stock splits, stock dividends and other typical adjustments and changes in capitalization, including mergers and acquisitions and distribution of rights. Warrants Issued to Placement Agent In connection with the sale of the shares of convertible Series B Preferred described above, the Company issued 34,737 warrants to the placement agent and its designees (the “Placement Agent Warrants”). Half of the warrants were issued on September 28, 2021, and the second half were issued on November 3, 2021, and are exercisable until September 28, 2024 and November 3, 2024, respectively. The exercise price per share of the placement agent warrants is $ 10.40 , subject to adjustment for stock splits, stock dividends and other typical adjustments and changes in capitalization, including mergers and acquisitions and distribution of rights. |
Equity Incentive Plans
Equity Incentive Plans | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Equity Incentive Plans | Note 14 – Equity Incentive Plans 2017 Equity Incentive Plan Under the Company’s 2017 Equity Incentive Plan, as may be modified and amended by the Company from time to time (the “2017 Equity Plan”), the Board of Directors (the “Board”) (or the compensation committee of the Board, if one is established) may award stock options, stock appreciation rights (“SARs”), restricted stock awards (“RSAs”), restricted stock unit awards (“RSUs”), shares granted as a bonus or in lieu of another award, and other stock-based performance awards. The 2017 Equity Plan allocates 333,333 shares of the Company’s common stock (“Plan Shares”) for issuance of equity awards under the 2017 Equity Plan. If any shares subject to an award are forfeited, expire, or otherwise terminate without issuance of such shares, the shares will, to the extent of such forfeiture, expiration, or termination, again be available for awards under the 2017 Equity Plan. 2021 Equity Incentive Plan On March 22, 2021, the Board approved the 2021 Equity Incentive Plan (the “2021 Equity Plan”), which was approved by the stockholders on July 22, 2021. The 2021 Equity Plan permits the Board to grant awards of up to 666,667 shares of common stock. The 2021 Plan provides for the grant of incentive stock options intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), non-qualified stock options, stock appreciation rights (“SARs”), restricted stock awards and restricted stock unit awards and other equity linked awards to our employees, consultants and directors. If an equity award (i) expires or otherwise terminates without having been exercised in full or (ii) is settled in cash ( i.e. CEA Industries Inc. Notes to Consolidated Financial Statement Equity Incentive Plan Issuances During 2021 During the year ended December 31, 2021, the Company issued 6,803 shares of its common stock under the 2021 Equity Incentive Plan. During the year ended December 31, 2021, the Company granted awards for 67,046 stock options, 40,816 as incentive stock options and 26,230 as non-qualified stock options as further described below. Of the total stock options granted, 20,239 were non-qualified stock options under the 2017 Equity Plan and 46,807 stock options were issued under the 2021 Equity Plan, 40,816 as incentive stock options and 5,991 as non-qualified stock options. During the year ended December 31, 2021, 2,341 non-qualified stock options under the 2017 Equity Plan were forfeited by employees who ceased to be employed by the Company during the course of the year. As of December 31, 2021, stock options related to 209,045 shares were issued and outstanding. As of December 31, 2021, of the 333,333 shares authorized under the 2017 Plan for equity awards, 163,692 shares have been issued, awards related to 162,238 options remain outstanding, and 7,403 shares remain available for future equity awards. As of December 31, 2021, of the 666,667 shares authorized under the 2021 Equity Plan, 6,803 relate to restricted shares issued, 5,991 relate to outstanding non-qualified stock options, 40,816 relate to outstanding incentive stock options and 613,057 shares remain available for future equity awards. There was $ 277,422 in unrecognized compensation expense for unvested stock options at December 31, 2021 which will be recognized over approximately 2.5 years. Restricted Stock Awards During the year ended December 31, 2021, the Company awarded 6,803 shares of restricted stock under the 2021 Equity Incentive Plan with a value of $ 50,000 to the Chief Executive Officer in accordance with a new Executive Employment Agreement effective November 24, 2021. Stock Options The Company uses the Black-Scholes Model to determine the fair value of options granted. Option-pricing models require the input of highly subjective assumptions, particularly for the expected stock price volatility and the expected term of options. Changes in the subjective input assumptions can materially affect the fair value estimate. The expected stock price volatility assumptions are based on the historical volatility of the Company’s common stock over periods that are similar to the expected terms of grants and other relevant factors. The Company derives the expected term based on an average of the contract term and the vesting period taking into consideration the vesting schedules and future employee behavior with regard to option exercise. The risk-free interest rate is based on U.S. Treasury yields for a maturity approximating the expected term calculated at the date of grant. The Company has never paid any cash dividends on its common stock and the Company has no intention to pay a dividend at this time; therefore, the Company assumes that no dividends will be paid over the expected terms of option awards. CEA Industries Inc. Notes to Consolidated Financial Statement The Company determines the assumptions used in the valuation of option awards as of the date of grant. Differences in the expected stock price volatility, expected term or risk-free interest rate may necessitate distinct valuation assumptions at those grant dates. As such, the Company may use different assumptions for options granted throughout the year. The valuation assumptions used to determine the fair value of each option award on the date of grant were: expected stock price volatility 148.87 % - 152.51 %; expected term of 5 10 years and risk-free interest rate 1.2 % - 1.64 %. Employee and Consultant Options A summary of the stock options granted to employees and consultants under the 2017 Equity Plan and the 2021 Equity Incentive Plan during the years ended December 31, 2021 and 2020 are presented in the table below: Schedule of Stock Option Activity Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding, December 31, 2019 67,567 $ 14.40 7.7 $ Granted 44,113 $ 10.50 10.0 Exercised - Forfeited - Expired (16,673 ) $ 15.15 4.3 Outstanding, December 31, 2020 95,007 $ 12.45 7.1 $ - Granted 65,508 $ 9.00 10.0 $ - Exercised - Forfeited (2,341 ) $ 16.83 7.0 $ - Expired - Outstanding, December 31, 2021 158,174 $ 10.99 7.6 $ - Exercisable, December 31, 2021 116,328 $ 12.12 6.8 $ - A summary of non-vested stock options activity for employees and consultants under the 2017 Equity Plan and the 2021 Equity Plan for the years ended December 31, 2021 and 2020 are presented in the table below: Summary of Non-vested Non-qualified Stock Option Activity Number of Options Weighted Average Grant-Date Fair Value Aggregate Intrinsic Value Grant-Date Fair Value Nonvested, December 31, 2019 13,333 $ 11.25 $ $ 149,534 Granted 44,113 $ 8.85 $ 387,199 Vested (57,446 ) $ 9.30 $ 536,733 Forfeited - $ - Expired - $ - Nonvested, December 31, 2020 - $ - $ - $ - Granted 65,508 $ 8.85 $ - $ 575,711 Vested (23,662 ) $ 10.65 $ - $ (252,571 ) Forfeited - $ - Expired - $ - Nonvested, December 31, 2021 41,846 $ 7.65 $ - $ 323,140 For the years ended December 31, 2021 and 2020, the Company recorded $ 169,746 and $ 189,568 as compensation expense related to vested options issued to employees and consultants, net of forfeitures, respectively. The expense for 2021 was comprised of $ 56,752 for non-qualified stock options and $ 112,994 for incentive stock options. As of December 31, 2021, there was $ 277,422 in unrecognized share-based compensation related to unvested options. CEA Industries Inc. Notes to Consolidated Financial Statement Director Options A summary of the non-qualified stock options granted to directors under the 2017 Equity Plan and 2021 Equity Plan during the years ended December 31, 2021 and 2020 are presented in the table below: Schedule of Stock Option Activity Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value ($000) Outstanding, December 31, 2019 6,000 $ 20.25 7.6 $ Granted 43,333 $ 8.55 8.5 Exercised - - Forfeited/Cancelled - - Expired - - Outstanding, December 31, 2020 49,333 $ 10.05 4.5 $ - Granted 1,539 $ 9.75 10.0 $ - Exercised - Forfeited/Cancelled - Expired - Outstanding, December 31, 2021 50,872 $ 10.02 6.6 $ - Exercisable, December 31, 2021 50,872 $ 10.02 6.6 $ - A summary of non-vested non-qualified stock options activity for directors under the 2017 Equity Plan and the 2021 Equity Plan for the years ended December 31, 2021 and 2020 are presented in the table below: Summary of Non-vested Non-qualified Stock Option Activity Number of Options Weighted Average Grant-Date Fair Value Aggregate Intrinsic Value Grant-Date Fair Value Nonvested, December 31, 2019 - - $ - Granted 43,333 $ 8.55 $ 373,000 Vested (36,667 ) $ 9.45 $ 344,000 Forfeited - - $ - Expired - - $ - Nonvested, December 31, 2020 6,666 $ 4.35 $ 3,400 $ 29,000 Granted 1,539 $ 9.75 $ $ 15,000 Vested (8,205 ) $ 5.40 $ 4,431 $ (44,000 ) Forfeited - Expired - Nonvested, December 31, 2021 - $ - $ - During the years ended December 31, 2021 and 2020, the Company incurred $ 21,174 and $ 62,452 , respectively, as compensation expense related to 8,205 and 10,000 vested options, respectively, issued to directors. As of December 31, 2021, there was no unrecognized share-based compensation related to unvested options. CEA Industries Inc. Notes to Consolidated Financial Statement Effective January 2, 2020, the Company issued 26,667 fully vested stock options to directors valued at $ 234,126 in respect of a 2019 special equity award that had been accrued for in full in the Company’s financial statements at December 31, 2019. Further on January 2, 2020, the Company issued an additional 3,333 fully vested, non-qualified stock options under the 2017 Equity Plan valued at $ 29,266 to directors. The options have a term of 5 years and have an exercise price equal to the closing price of the Company’s common stock on The OTC Markets on the day immediately preceding the grant date of $ 10.50 . Effective June 24, 2020 , 13,333 non-qualified stock options under the 2017 Equity Plan, valued at $ 39,600 , to newly appointed directors. The options vested 50 % upon grant and 50 % on April 1, 2021, if the Director remains on the Board up to that time. The options have a term of 5 years and have an exercise price equal to the closing price of the Company’s common stock on The OTC Markets on the day immediately preceding the grant date of $ 4.35 . Effective August 20, 2021, the Company issued 1,538 non-qualified stock options under the 2021 Equity Plan to its directors. The options vested upon grant. The options have a term of 10 years and an exercise price equal to the closing price of the Company’s common stock on The OTC Markets on the day immediately preceding the grant date of $ 9.75 Restricted Stock Units A summary of the RSUs awarded to employees, directors and consultants under the 2017 Equity Plan during the years ended December 31, 2021 and 2020 are presented in the table below: Schedule of Restricted Stock Units Activity Number of Units Weighted Average Grant-Date Fair Value Aggregate Intrinsic Value Outstanding, December 31, 2019 50,333 $ 19.20 $ Granted - - Vested and settled with share issuance (45,00 ) $ 18.15 Forfeited/cancelled (5,333 ) $ 23.10 Outstanding, December 31, 2020 - $ - Granted - Vested and settled with share issuance - Forfeited/cancelled - Outstanding, December 31, 2021 - $ - For the years ended December 31, 2021 and 2020, the Company recorded $ 0 and $ 25,163 as compensation expense related to vested RSUs issued to employees, directors and consultants. As of December 31, 2021, there was no unrecognized share-based compensation related to unvested RSUs. The total intrinsic value of RSUs vested and settled with share issuance was $ 0 and $ 199,125 for the years ended December 31, 2021 and 2020. During the year ended December 31, 2020, the total intrinsic value of RSUs vested and settled with share issuance was $ 1,105,750 , including the intrinsic value of $ 1,035,750 related to RSUs that had vested in 2018 but had not been settled until 2020 due to a dispute with a former employee over the required withholding taxes to be paid to the Company for remittance to the appropriate tax authorities as further discussed in Note 11 Commitments and Contingencies above. CEA Industries Inc. Notes to Consolidated Financial Statement Effective April 30, 2020, 5,333 RSUs vested. However, the holder elected to cancel the RSUs. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 15 – Income Taxes For financial reporting purposes, there were no provisions for U.S. federal, state or international income taxes for the years ended December 31, 2021 or 2020 due to the Company’s net operating losses (“NOLs”) in such periods and full valuation allowance recorded against the net deferred tax assets. The differences between income taxes expected at the U.S. federal statutory income tax rate and the reported provision for income taxes are summarized as follows: Schedule of U.S. Federal Statutory Income Tax Rate and Reported Provision for Income Taxes 2021 2020 Income taxes computed at the federal statutory rate $ (281,000 ) $ (369,000 ) States taxes, net of federal benefits (53,000 ) (69,000 ) Permanent differences (124,000 ) (136,000 ) True-up adjustments 9,000 115,000 Adjustment to net operating loss (13,000 ) (17,000 ) Change in valuation allowance 462,000 476,000 Reported income tax (benefit) expense $ - $ - The components of the net deferred tax assets as of December 31, 2021 and 2020 are as follows: Schedule of Deferred Tax Assets 2021 2020 Deferred tax assets: Net operating losses $ 5,262,000 $ 4,821,000 Equity compensation 177,000 118,000 Other deferred tax assets 141,000 169,000 Total deferred tax assets 5,580,000 5,108,000 Deferred tax liabilities: Other deferred tax liabilities (78,000 ) (68,000 ) Total deferred tax liabilities (78,000 ) (68,000 ) Net deferred tax assets before valuation allowance 5,502,000 5,040,000 Less valuation allowance (5,502,000 ) (5,040,000 ) Net deferred tax assets $ - $ - As of December 31, 2021, the Company has U.S. federal and state net operating losses (“NOLs”) of approximately $ 21,091,000 11,196,000 2034 through 2037 9,895,000 80% 80% 50% three-year period 50% As further discussed in Note 16 Subsequent Events 22 million in respect to the sale of 5,811,138 shares of its common stock together with 5,811,138 warrants. The Company issued a further 1,052,227 warrants to its placement agent: 290,557 in respect of their fees and 761,670 on the exercise of the substantial majority of the 15% overallotment available to them. The 290,557 5 years 5.1625 761,670 5 years 5.00 These securities sales and our September 2021 securities sales will also have to be taken into account for determination of any “ownership change” that we have undergone during a determination period. If an ownership change occurs and our ability to use our net operating loss carryforwards is materially limited, it would harm our future bottom-line operating results by effectively increasing our future tax obligations. CEA Industries Inc. Notes to Consolidated Financial Statement The Company must assess the likelihood that its net deferred tax assets will be recovered from future taxable income, and to the extent the Company believes that recovery is not likely, the Company establishes a valuation allowance. Management’s judgment is required in determining the Company’s provision for income taxes, deferred tax assets and liabilities, and any valuation allowance recorded against the net deferred tax assets. The Company recorded a full valuation allowance as of December 31, 2021 and 2020. Based on the available evidence, the Company believes it is more likely than not that it will not be able to utilize its net deferred tax assets in the foreseeable future. The Company intends to maintain valuation allowances until sufficient evidence exists to support the reversal of such valuation allowances. The Company makes estimates and judgments about its future taxable income that are based on assumptions that are consistent with the Company’s plans. Should the actual amounts differ from the Company’s estimates, the carrying value of the Company’s deferred tax assets could be materially impacted. The Company is subject to examination by the IRS for the calendar year 2017 and thereafter. These examinations may lead to ordinary course adjustments or proposed adjustments to the Company’s taxes or the Company’s net operating losses with respect to years under examination as well as subsequent periods. The Company has filed Colorado state income tax returns for years 2014 through 2020, Alaska, California and Connecticut state income tax returns for the years 2017 through 2020, Michigan state income tax returns for the years 2018 through 2020 and Alabama, District of Columbia, Massachusetts, Oklahoma and Texas state income taxes for the years 2019 and 2020. The Company recognizes in its consolidated financial statements the impact of a tax position, if that position is more likely than not of being sustained on audit, based on the technical merits of the position. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of operating expense. The Company does not believe there are any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within twelve months of the reporting date. There were no penalties or interest liabilities accrued as of December 31, 2021 or 2020, nor were any penalties or interest costs included in expense for the years ended December 31, 2021 and 2020. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16 – Subsequent Events In accordance with ASC 855, Subsequent Events Directors Remuneration On January 3, 2022, the Company issued 3,125 4.80 five years On January 17, 2022, the Company issued an RSU grant of 3,367 1,684 1,683 1,684 Revised Compensation Plan As further discussed in Part III, Item 11 of this Form 10-K, on January 17, 2022, the Board of Directors revised the previously adopted compensation plan. This plan supersedes the plan adopted on August 20, 2021. The Plan is effective retroactively for the current independent directors and for independent directors elected or appointed after the Effective Date. 3,367 Reverse Stock Split On January 17, 2022, the Company’s Board of Directors approved a reverse stock split at a ratio of one-for-one hundred and fifty. Such reverse stock split was implemented effective January 27, 2022. The par value for the Common Stock was not affected. As a result of this reverse stock split, the number of the Company’s shares of common stock issued and outstanding at December 31, 2021 was reduced from 240,125,244 1,600,835 All Common Stock, warrants, options and per share amounts set forth herein are presented to give retroactive effect to the Reverse Split for all periods presented. Change in Authorized Share Capital In connection with the aforementioned reverse stock split, the Company’s Board of Directors approved the reduction of the authorized capital of the Company to 200,000,000 shares of common stock and 25,000,000 shares of preferred stock. CEA Industries Inc. Notes to Consolidated Financial Statement Formation of New Subsidiary On January 26, 2022, Surna Cultivation Technologies LLC was formed as a wholly owned subsidiary of CEA Industries Inc. Uplisting from the OTC market to NASDAQ Effective February 10, 2022, trading of both shares of the Company’s common stock and certain of the Company’s warrants commenced on NASDAQ. Equity Raise On February 10, 2022, the Company signed a firm commitment underwriting agreement for the public offering of shares of common stock and warrants, which closed on February 15, 2022. The Company received net proceeds of approximately $ 22 5,811,138 6,572,808 five years 5.00 290,557 5.1625 February 10, 2027 Redemption of Series B Preferred Stock On February 16, 2022, the Company redeemed 1,650 shares of its Series B Preferred Stock for payment of $ 2.016 million in cash, which included both principal and accrued dividends. Conversion of Series B Preferred Stock On February 16, 2022, the remaining 1,650 362,306 703,069 170,382 0.01 532,688 5 years 5.00 Resignation of Chief Financial Officer Mr. Brian Knaley resigned his position as Chief Financial Officer the Company to take a position with another company. His final day of employment was February 18, 2022. On March 20, 2022, 13,333 Hiring of New Chief Financial Officer On March 11, 2022, Ian K. Patel commenced the position of Chief Financial Officer, Treasurer and Secretary. Pursuant to his employment agreement, 15,000 2.20 3 years Options for New Hires During the period from January 3, 2022 through the date of this report, 6,167 0.032 0.046 3 years Updated Capital Structure As of the date of the issuance of these financial statements, there are 7,784,444 0 7,794,154 223,129 |
Basis of Presentation; Summar_2
Basis of Presentation; Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Financial Statement Presentation | Financial Statement Presentation The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect reported amounts and related disclosures. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business within one year after the date the consolidated financial statements are available to be issued. In prior year consolidated financial statements, management’s assessment was that there was substantial doubt as to the Company’s ability to raise equity or debt financing in sufficient amounts, when and if needed, on acceptable terms or at all, in order to provide assurances that the Company would be able to continue as a going concern. The Company continues to experience recurring losses since its inception, and currently shows negative cash flows from operations and negative working capital as of December 31, 2021. As a result, in order to continue as a going concern, the Company has been reliant on the ability to obtain additional sources of financing to fund growth. As indicated in Note 16 – Subsequent Events, on February 15, 2022, the Company received approximately $ 22,000,000 CEA Industries Inc. Notes to Consolidated Financial Statement |
Reverse Stock Split | Reverse Stock Split On January 17, 2022, the Company’s Board of Directors approved a reverse stock split at a ratio of one-for-one hundred and fifty. Such reverse stock split was implemented effective January 27, 2022. The par value for the Common Stock was not affected. As a result of this reverse stock split, the number of the Company’s shares of common stock issued and outstanding as of December 31, 2021, was reduced from 240,125,224 1,600,835 All Common Stock, warrants, options and per share amounts set forth herein are presented to give retroactive effect to the Reverse Split for all periods presented. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its controlled and wholly owned subsidiary, Hydro Innovations, LLC (“Hydro”). Intercompany transactions, profit, and balances are eliminated in consolidation. |
Use of Estimates | Use of Estimates Management makes estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and that affect the reported amounts of revenue and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. Key estimates include: allocation of transaction prices to performance obligations under contracts with customers, standalone selling prices, timing of expected revenue recognition on remaining performance obligations under contracts with customers, valuation of intangible assets as it applies to impairment analysis, valuation of equity-based compensation, valuation of deferred tax assets and liabilities, warranty accruals, inventory allowances, and legal contingencies. |
Cash and Cash Equivalents | Cash and Cash Equivalents All highly liquid investments with original maturities of three months or less at the date of purchase are considered to be cash equivalents. The Company may, from time to time, have deposits in financial institutions that exceed the federally insured amount of $ 250,000 2,160,000 |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivables are recorded at the invoiced amount or based on revenue earned for items not yet invoiced, and generally do not bear interest. An allowance for doubtful accounts is established, as necessary, based on past experience and other factors, which, in management’s judgment, deserve current recognition in estimating bad debts. Based on the Company’s review, it establishes or adjusts the allowance for specific customers and the accounts receivable portfolio as a whole. As of December 31, 2021, and December 31, 2020, the allowance for doubtful accounts was $ 181,942 and $ 165,098 , respectively. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. |
Inventory | Inventory Inventory is stated at the lower of cost or net realizable value. The inventory is valued based on a first-in, first-out (“FIFO”) basis. Lower of cost or net realizable value is evaluated by considering obsolescence, excessive levels of inventory, deterioration and other factors. Adjustments to reduce the cost of inventory to its net realizable value, if required, are made for estimated excess, obsolescence or impaired inventory. Excess and obsolete inventory is charged to cost of revenue and a new lower-cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. As of December 31, 2021, and December 31, 2020, the allowance for excess and obsolete inventory was $ 91,379 and $ 93,045 , respectively. CEA Industries Inc. Notes to Consolidated Financial Statement |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. For financial statement purposes, property and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives, which is generally five years |
Long-lived Assets | Long-lived Assets Long-lived tangible assets, including property and equipment, are reviewed for impairment whenever events or changes in business circumstances indicate the carrying value of the assets may not be recoverable. When such an event occurs, management determines whether there has been impairment by comparing the anticipated undiscounted future net cash flows to the related asset’s carrying value. If an asset is considered impaired, the asset is written down to fair value, which is determined based either on discounted cash flows or appraised value, depending on the nature of the asset. The Company has not identified any indicators of impairment during the years ended December 31, 2021 and 2020. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The Company recorded goodwill in connection with its acquisition of Hydro in July 2014. Goodwill is reviewed for impairment annually on December 31 st Separable identifiable intangibles consist of intellectual property such as patents and trademarks, and capitalized website costs. Except for trademarks, which are not amortized, the Company’s separable identifiable intangible assets are subject to amortization on a straight-line basis over their estimated useful lives. Trademarks are tested annually for impairment. Separable identifiable intangibles are also subject to evaluation for potential impairment if events or circumstances indicate the carrying value may not be recoverable. |
Fair Value Measurement | Fair Value Measurement The Company records its financial assets and liabilities at fair value. The accounting standard for fair value provides a framework for measuring fair value, clarifies the definition of fair value, and expands disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting standard establishes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1 - inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 - inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 - inputs are unobservable inputs based on the Company’s assumptions used to measure assets and liabilities at fair value. CEA Industries Inc. Notes to Consolidated Financial Statement A financial asset or liability’s classification within the hierarchy is determined based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. Due to their short-term nature, the carrying values of accounts receivable, accounts payable, and accrued expenses, approximate fair value. |
Leases | Leases The Company accounts for leases in accordance with ASC 842. The Company determines whether a contract is a lease at contract inception or for a modified contract at the modification date. At inception or modification, the Company recognizes right-of-use (“ROU”) assets and related lease liabilities on the balance sheet for all leases greater than one year in duration. Lease liabilities and their corresponding ROU assets are initially measured at the present value of the unpaid lease payments as of the lease commencement date. If the lease contains a renewal and/or termination option, the exercise of the option is included in the term of the lease if the Company is reasonably certain that a renewal or termination option will be exercised. As the Company’s leases do not provide an implicit rate, the Company uses an estimated incremental borrowing rate (“IBR”) based on the information available at the commencement date of the respective lease to determine the present value of future payments. The IBR is determined by estimating what it would cost the Company to borrow a collateralized amount equal to the total lease payments over the lease term based on the contractual terms of the lease and the location of the leased asset. Operating lease payments are recognized as an expense on a straight-line basis over the lease term in equal amounts of rent expense attributed to each period during the term of the lease, regardless of when actual payments are made. This generally results in rent expense in excess of cash payments during the early years of a lease and rent expense less than cash payments in later years. The difference between rent expense recognized and actual rental payments is typically represented as the spread between the ROU asset and lease liability. The Company’s facilities operating leases have lease and non-lease fixed cost components, which we account for as one single lease component in calculating the present value of minimum lease payments. Variable lease and non-lease cost components are expensed as incurred. The Company does not recognize ROU assets and lease liabilities for short-term leases that have an initial lease term of 12 months or less. The Company recognizes the lease payments associated with short-term leases as an expense on a straight-line basis over the lease term. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses the Black-Scholes Option Pricing Model (the “Black-Scholes Model”) to value the derivative instruments. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. As of December 31, 2021, and December 31, 2020, there were no derivative financial instruments. CEA Industries Inc. Notes to Consolidated Financial Statement |
Revenue Recognition | Revenue Recognition On January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2014-09 (Topic 606), Revenue from Contracts with Customers The following table sets forth the Company’s revenue by source: Schedule of Revenue by Source For the Years Ended December 31, 2021 2020 Equipment and systems sales $ 12,754,131 $ 7,730,371 Engineering and other services 683,689 568,131 Shipping and handling 200,738 215,770 Total revenue $ 13,638,558 $ 8,514,272 Revenue Recognition Accounting Policy Summary The Company accounts for revenue in accordance with ASC 606. Under the revenue standard, a performance obligation is a promise in a contract with a customer to transfer a distinct good or service to the customer. Most of the Company’s contracts contain multiple performance obligations that include engineering and technical services as well as the delivery of a diverse range of climate control system equipment and components, which can span multiple phases of a customer’s project life cycle from facility design and construction to equipment delivery and system installation and start-up. The Company does not provide construction services or system installation services. Some of the Company’s contracts with customers contain a single performance obligation, typically engineering only services contracts. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. When there are multiple performance obligations within a contract, the Company allocates the transaction price to each performance obligation based on standalone selling price. When estimating the selling price, the Company uses various observable inputs. The best observable input is the Company’s actual selling price for the same good or service, however, this input is generally not available for the Company’s contracts containing multiple performance obligations. For engineering services, the Company estimates the standalone selling price by reference to certain physical characteristics of the project, such as facility size and mechanical systems involved, which are indicative of the scope and complexity of the mechanical engineering services to be provided. For equipment sales, the standalone selling price is determined by forecasting the expected costs of the equipment and components and then adding an appropriate margin, based on a range of acceptable margins established by management. Depending on the nature of the performance obligations, the Company may use a combination of different methods and observable inputs if certain performance obligations have highly variable or uncertain standalone selling prices. Once the selling prices are determined, the Company applies the relative values to the total contract consideration and estimates the amount of the transaction price to be recognized as each promise is fulfilled. Generally, satisfaction occurs when control of the promised goods is transferred to the customer or as services are rendered or completed in exchange for consideration in an amount for which the Company expects to be entitled. The Company recognizes revenue for the sale of goods when control transfers to the customer, which primarily occurs at the time of shipment. The Company’s historical rates of return are insignificant as a percentage of sales and, as a result, the Company does not record a reserve for returns at the time the Company recognizes revenue. The Company has elected to exclude from the measurement of the transaction price all taxes (e.g., sales, use, value added, and certain excise taxes) that are assessed by a governmental authority in connection with a specific revenue-producing transaction and collected by the Company from the customer. Accordingly, the Company recognizes revenue net of sales taxes. The revenue and cost for freight and shipping is recorded when control over the sale of goods passes to the Company’s customers. CEA Industries Inc. Notes to Consolidated Financial Statement The Company also has performance obligations to perform certain engineering services that are satisfied over a period of time. Revenue is recognized from this type of performance obligation as services are rendered based on the percentage completion towards certain specified milestones. The Company offers assurance-type warranties for its products and products manufactured by others to meet specifications defined by the contracts with customers and does not have any material separate performance obligations related to these warranties. The Company maintains a warranty reserve based on historical warranty costs. Other Judgments and Assumptions The Company typically receives customer payments in advance of its performance of services or transfers of goods. Applying the practical expedient in ASC 606-10-32-18, which the Company has elected, the Company does not adjust the promised amount of consideration for the effects of a significant financing component since the Company expects, at contract inception, that the period between when the Company transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. Accordingly, the remaining performance obligations related to customer contracts does not consider the effects of the time value of money. Applying the practical expedient in ASC 340-40-25-4, the Company recognizes the incremental costs of obtaining contracts as an expense when incurred since the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs include certain sales commissions and incentives, which are included in selling, general and administrative expenses, and are payable only when associated revenue has been collected and earned by the Company. Contract Assets and Contract Liabilities Contract assets reflect revenue recognized and performance obligations satisfied in advance of customer billing. Contract liabilities relate to payments received in advance of the satisfaction of performance under the contract. The Company receives payments from customers based on the terms established in its contracts. Contract assets include unbilled amounts where revenue recognized exceeds the amount billed to the customer and the right of payment is conditional, subject to completing a milestone, such as a phase of a project. The Company typically does not have material amounts of contract assets since revenue is recognized as control of goods are transferred or as services are performed. As of December 31, 2021, and 2020, the Company had no contract assets. Contract liabilities consist of advance payments in excess of revenue recognized. The Company’s contract liabilities are recorded as a current liability in deferred revenue in the consolidated balance sheets since the timing of when the Company expects to recognize revenue is generally less than one year. As of December 31, 2021, and December 31, 2020, deferred revenue, which was classified as a current liability, was $ 2,839,838 and $ 3,724,189 , respectively. For the year ended December 31, 2021, the Company recognized revenue of $ 3,358,578 related to the deferred revenue at January 1, 2021, or 90 %. For the year ended December 31, 2020, the Company recognized revenue of $ 1,103,447 related to the deferred revenue at January 1, 2020, or 76 %. Remaining Performance Obligations Remaining performance obligations, or backlog, represents the aggregate amount of the transaction price allocated to the remaining obligations that the Company has not performed under its customer contracts. The Company has elected not to use the optional exemption in ASC 606-10-50-14, which exempts an entity from such disclosures if a performance obligation is part of a contract with an original expected duration of one year or less. Accordingly, the information disclosed about remaining performance obligations includes all customer contracts, including those with an expected duration of one year or less. CEA Industries Inc. Notes to Consolidated Financial Statement Industry uncertainty, project financing concerns, and the licensing and qualification of our prospective customers, which are out of the Company’s control, make it difficult for the Company to predict when it will recognize revenue on its remaining performance obligations. There are risks that the Company may not realize the full contract value on customer projects in a timely manner or at all, and completion of a customer’s cultivation facility project is dependent upon the customer’s ability to secure funding and real estate, obtain a license and then build their cultivation facility so they can take possession of the equipment. Accordingly, the time it takes for customers to complete a project, which corresponds to when the Company is able to recognize revenue, is driven by numerous factors including: (i) the large number of first-time participants interested in the indoor cannabis cultivation business; (ii) the complexities and uncertainties involved in obtaining state and local licensure and permitting; (iii) local and state government delays in approving licenses and permits due to lack of staff or the large number of pending applications, especially in states where there is no cap on the number of cultivators; (iv) the customer’s need to obtain cultivation facility financing; (v) the time needed, and coordination required, for our customers to acquire real estate and properly design and build the facility (to the stage when climate control systems can be installed); (vi) the large price tag and technical complexities of the climate control and air sanitation system; (vii) the availability of power; and (viii) delays that are typical in completing any construction project. Further, based on the current economic climate, the uncertainty regarding the COVID-19 virus, and the Company’s recent cost cutting measures, there is no assurance that the Company will be able to fulfill its backlog, and the Company may experience contract cancellations, project scope reductions and project delays. As of December 31, 2021, the Company’s remaining performance obligations, or backlog, was $ 10,818,000 , of which $ 411,000 , or 4 %, was attributable to customer contracts for which the Company has only received an initial advance payment to cover the allocated value of the Company’s engineering services (“engineering only paid contracts”). There is the risk that the equipment portion of these engineering only paid contracts will not be completed or will be delayed. The reasons include the customer being dissatisfied with the quality or timeliness of the Company’s engineering services, delay or abandonment of the project because of the customer’s inability to obtain project financing or licensing, or other reasons such as a challenging business climate including an overall post-COVID-19 economic downturn or change in business direction. After the customer has made an advance payment for a portion of the equipment to be delivered under the contract (“partial equipment paid contracts”), the Company is typically better able to estimate the timing of revenue recognition since the risks and delays associated with licensing, permitting and project funding are typically mitigated once the initial equipment payment is received. There is significant uncertainty regarding the timing of the Company’s recognition of revenue on its remaining performance obligations, and there is no certainty that these will result in actual revenues. The backlog at December 31, 2021, includes booked sales orders of $ 1,663,000 The remaining performance obligations expected to be recognized through 2023 are as follows: Schedule of Remaining Performance Obligations Expected to be Recognized 2022 2023 Total Remaining performance obligations related to engineering only paid contracts $ - $ 411,000 $ 411,000 Remaining performance obligations related to partial equipment paid contracts 9,155,000 1,252,000 10,407,000 Total remaining performance obligations $ 9,155,000 $ 1,663,000 $ 10,818,000 |
Product Warranty | Product Warranty The Company warrants the products that it manufactures for a warranty period equal to the lesser of 12 months from start-up or 18 months from shipment. The Company’s warranty provides for the repair, rework, or replacement of products (at the Company’s option) that fail to perform within stated specification. The Company’s third-party suppliers also warrant their products under similar terms, which are passed through to the Company’s customers. CEA Industries Inc. Notes to Consolidated Financial Statement The Company assesses the historical warranty claims on its manufactured products and, since 2016, warranty claims have been approximately 1% of annual revenue generated on these products. Based on the Company’s warranty policy, an accrual is established at 1% of the trailing 18 months revenue . The Company continues to assess the need to record a warranty reserve at the time of sale based on historical claims and other factors. As of December 31, 2021, and December 31, 2020, the Company had an accrued warranty reserve amount of $ 186,605 and $ 173,365 , respectively, which are included in accounts payable and accrued liabilities on the Company’s consolidated balance sheets. |
Cost of Sales | Cost of Sales Cost of sales includes product costs (material, direct labor and overhead costs), shipping and handling expense, outside engineering costs, engineering, project management and service salaries and benefits, client visits and warranty. |
Concentrations | Concentrations Three customers accounted for 24 %, 10 % and 10 % of the Company’s revenue for the year ended December 31, 2021. Three customers accounted for 28 %, 11 % and 10 % of the Company’s revenue for the year ended December 31, 2020. The Company’s accounts receivable from two customers made up 68 % and 23 %, respectively, of the total balance as of December 31, 2021. The Company’s accounts receivable from two customers made up 48 %, and 38 %, respectively, of the total balance as of December 31, 2020. Three suppliers accounted for 29 %, 11 % and 10 % of the Company’s purchases of inventory for the year ended December 31, 2021, and three suppliers accounted for 27 %, 25 % and 12 % of the Company’s purchases of inventory for the year ended December 31, 2020. |
Product Development | Product Development The Company expenses product development costs as incurred. Internal product development costs are expensed as incurred, and third-party product developments costs are expensed when the contracted work has been performed or as milestone results have been achieved. For the years ended December 31, 2021 and December 31, 2020, the Company incurred $ 469,703 and $ 390,229 , respectively, on product development. |
Accounting for Share-Based Compensation | Accounting for Share-Based Compensation The Company recognizes the cost resulting from all share-based compensation arrangements, including stock options, restricted stock awards and restricted stock units that the Company grants under its equity incentive plan in its consolidated financial statements based on their grant date fair value. For awards subject to service conditions, compensation expense is recognized over the vesting period on a straight-line basis. Awards subject to performance conditions are attributed separately for each vesting tranche of the award and are recognized ratably from the service inception date to the vesting date for each tranche, based on the probability of vesting. The probability of awards with future performance conditions is evaluated each reporting period and compensation expense is adjusted based on the probability assessment. Awards are considered granted, and the service inception date begins, when mutual understanding of the key terms and conditions of the award between the Company and the recipient has been established. For awards that provide discretion to adjust the amount of the award, the service inception date for such awards could precede the grant date as a mutual understanding of the key terms and conditions of the award between the Company and the recipient has not yet been established. For awards in which the service inception date precedes the grant date, compensation cost is accrued beginning on the service inception date. CEA Industries Inc. Notes to Consolidated Financial Statement On February 16, 2021, the Company’s Board of Directors (the “Board”) approved annual incentive compensation awards to certain employees payable in non-qualified stock options, based on the Company’s performance and each employee’s contributions to such performance for the 2020 year. The non-qualified stock options were granted, were not subject to an additional service requirement and were immediately vested at the date of the grant. The final amount of the annual incentive compensation award, and number of non-qualified stock options granted, were determined, and communicated to the employees. The estimated compensation expense of $ 128,434 related to the 2020 incentive awards was accrued as of December 31, 2020. Since such incentive awards were settled in non-qualified stock options, the accrued compensation expense was classified as a current liability until the number of non-qualified stock options was fixed pursuant to a grant by the Board. At that time, the incentive awards of $ 128,434 became equity-classified. For the year ended December 31, 2021, $ 83,625 was recorded in respect of the 2021 annual incentive compensation awards. The final amount of the awards was approved by the Compensation Committee and Board of Directors on March 16, 2022. The number of non-qualified stock options to be granted will be determined on April 1, 2022, and communicated to the employees. The estimated expense was accrued as accrued equity compensation at December 31, 2021. The grant date fair value of stock options is based on the Black-Scholes Model. The Black-Scholes Model requires judgmental assumptions including volatility and expected term, both based on historical experience. The risk-free interest rate is based on U.S. Treasury interest rates whose term is consistent with the expected term of the option. The grant date fair value of restricted stock and restricted stock units is based on the closing price of the underlying stock on the date of the grant. The Company has elected to reduce share-based compensation expense for forfeitures as the forfeitures occur since the Company does not have historical data or other factors to appropriately estimate the expected employee terminations and to evaluate whether particular groups of employees have significantly different forfeiture expectations. Share-based compensation costs (including expenses from the accrued compensation liabilities related to the annual incentive awards subsequently settled in non-qualified stock options) totaled $ 324,405 and $ 405,617 for the years ended December 31, 2021 and 2020, respectively. Such share-based compensation costs are classified in the Company’s consolidated financial statements in the same manner as if such compensation was paid in cash. The following is a summary of such share-based compensation costs included in the Company’s consolidated statements of operations for the years ended December 31, 2021 and 2020: Schedule of Share-based Compensation Costs For the Years Ended December 31, 2021 2020 Share-based compensation expense included in: Cost of revenue $ 17,331 $ 31,006 Advertising and marketing expenses 7,938 8,333 Product development costs 11,025 21,882 Selling, general and administrative expenses 288,111 344,396 Total share-based compensation expense included in consolidated statement of operations $ 324,405 $ 405,617 |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. CEA Industries Inc. Notes to Consolidated Financial Statement The Company recognizes deferred tax assets to the extent that the Company believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions on the basis of a two-step process in which: (i) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position, and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with the related tax authority. |
Basic and Diluted Net Loss per Common Share | Basic and Diluted Net Loss per Common Share Basic income (loss) per common share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period without consideration of common stock equivalents. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding and potentially dilutive common stock equivalents, including stock options, warrants and restricted stock units and other equity-based awards, except in periods when losses are reported where the effect of the common stock equivalents would be antidilutive. Potential common stock equivalents consist of common stock issuable upon exercise of stock options and warrants and the vesting of restricted stock units using the treasury method. As of December 31, 2021, and December 31, 2020, 115,684 194,757 |
Commitments and Contingencies | Commitments and Contingencies In the normal course of business, the Company is subject to loss contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters, including, among others, customer disputes, government investigations and tax matters. An accrual for a loss contingency is recognized when it is probable that an asset had been impaired, or a liability had been incurred and the amount of loss can be reasonably estimated. |
Other Risks and Uncertainties | Other Risks and Uncertainties To achieve profitable operations, the Company must successfully develop, manufacture and market its products. There can be no assurance that any such products can be developed or manufactured at an acceptable cost and with appropriate performance characteristics, or that such products will be successfully marketed. These factors could have a material adverse effect upon the Company’s financial results, financial position, and future cash flows. The Company is subject to risks common to similarly-situated companies including, but not limited to, general economic conditions, its customers’ operations and access to capital, and market and business disruptions including severe weather conditions, natural disasters, health hazards, terrorist activities, financial crises, political crises or other major events, or the prospect of these events, new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, uncertainty of market acceptance of products, product liability, and the need to obtain additional financing. As a supplier of services and equipment to cannabis cultivators, the Company is also subject to risks related to the cannabis industry. Although certain states have legalized medical and/or recreational cannabis, U.S. federal laws continue to prohibit marijuana in all its forms as well as its derivatives. Any changes in the enforcement of U.S. federal laws may adversely affect the implementation of state and local cannabis laws and regulations that permit medical or recreational cannabis and, correspondingly, may adversely impact the Company’s customers. The Company’s success is also dependent upon its ability to raise additional capital and to successfully develop and market its products. CEA Industries Inc. Notes to Consolidated Financial Statement |
Segment Information | Segment Information Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the Company’s senior management team in deciding how to allocate resources and in assessing performance. The Company has one |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt – Modifications and Extinguishments (Subtopic 470-50), Compensation – Stock Compensation (Topic 718), and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40), In August 2020, the FASB issued ASU 2020-06: “ Accounting for Convertible Instruments and Contracts In An Entity’s Own Equity” (“ASU 2020-06”) In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes, Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
Basis of Presentation; Summar_3
Basis of Presentation; Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Revenue by Source | The following table sets forth the Company’s revenue by source: Schedule of Revenue by Source For the Years Ended December 31, 2021 2020 Equipment and systems sales $ 12,754,131 $ 7,730,371 Engineering and other services 683,689 568,131 Shipping and handling 200,738 215,770 Total revenue $ 13,638,558 $ 8,514,272 |
Schedule of Remaining Performance Obligations Expected to be Recognized | The remaining performance obligations expected to be recognized through 2023 are as follows: Schedule of Remaining Performance Obligations Expected to be Recognized 2022 2023 Total Remaining performance obligations related to engineering only paid contracts $ - $ 411,000 $ 411,000 Remaining performance obligations related to partial equipment paid contracts 9,155,000 1,252,000 10,407,000 Total remaining performance obligations $ 9,155,000 $ 1,663,000 $ 10,818,000 |
Schedule of Share-based Compensation Costs | The following is a summary of such share-based compensation costs included in the Company’s consolidated statements of operations for the years ended December 31, 2021 and 2020: Schedule of Share-based Compensation Costs For the Years Ended December 31, 2021 2020 Share-based compensation expense included in: Cost of revenue $ 17,331 $ 31,006 Advertising and marketing expenses 7,938 8,333 Product development costs 11,025 21,882 Selling, general and administrative expenses 288,111 344,396 Total share-based compensation expense included in consolidated statement of operations $ 324,405 $ 405,617 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Schedule of Lease Cost | The Company’s operating and finance right-of-use assets and lease liabilities are as follows: Schedule of Lease Cost As of December 31, 2021 As of December 31, 2020 Operating lease right-of-use asset $ 565,877 $ 343,950 Operating lease liability, current $ 100,139 $ 266,105 Operating lease liability, long-term $ 486,226 $ 169,119 Remaining lease term 5.1 years 1.7 years Discount rate 3.63 % 5.00 % Cash paid during the year for amounts included in the measurement of lease liabilities is as follows: For the Year Ended December 31, 2021 2020 Operating cash outflow from operating lease $ 257,961 $ 160,934 |
Schedule of Future Annual Minimum Lease Payments | Future annual minimum under non-cancellable operating leases as of December 31, 2021 were as follows: Schedule of Future Annual Minimum Lease Payments Years ended December 31, 2022 $ 111,204 2023 124,897 2024 128,643 2025 132,503 2026 136,473 Thereafter 11,654 Total minimum lease payments 645,374 Less imputed interest (59,009 ) Present value of minimum lease payments $ 586,365 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consisted of the following: Schedule of Inventory December 31, 2021 December 31, 2020 Finished goods $ 272,199 $ 201,778 Work in progress 1,050 4,231 Raw materials 196,456 214,145 Allowance for excess & obsolete inventory (91,379 ) (93,045 ) Inventory, net $ 378,326 $ 327,109 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: Schedule of Property and Equipment December 31, 2021 December 31, 2020 Furniture and equipment $ 274,472 $ 398,422 Vehicles 15,000 15,000 Leasehold improvements - 215,193 289,472 628,615 Accumulated depreciation (212,126 ) (480,883 ) Property and equipment, net $ 77,346 $ 147,732 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consisted of the following: Schedule of Intangible Assets As of December 31, 2021 2020 Patents $ - $ 8,110 Website development costs 22,713 22,713 Trademarks 1,830 1,830 24,543 32,653 Accumulated amortization (22,713 ) (25,426 ) Intangible assets, net $ 1,830 $ 7,227 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities consisted of the following: Schedule of Accounts Payable and Accrued Liabilities December 31, 2021 December 31, 2020 Accounts payable $ 616,056 $ 918,639 Sales commissions payable 27,592 48,263 Accrued payroll liabilities 322,873 288,071 Product warranty accrual 186,605 173,365 Other accrued expenses 192,463 356,623 Total $ 1,345,589 $ 1,784,961 |
Outstanding Warrants (Tables)
Outstanding Warrants (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Outstanding Warrants | |
Schedule of Outstanding Warrants to Purchase Common Stock | The following table summarizes information with respect to outstanding warrants to purchase common stock during the years ended December 31, 2021 and 2020: Schedule of Outstanding Warrants to Purchase Common Stock Weighted Weighted Average Average Aggregate Number Exercise Remaining Life Intrinsic Outstanding Price In Months Value Outstanding at December 31, 2019 260,727 $ 36.00 9 $ 0 Issued - - - Exercised - - - - Expired (210,310 ) $ (34.50 ) - $ 0 Outstanding at December 31, 2020 50,417 $ 37.50 6 $ 0 Issued 222,719 $ 9.59 36 - Exercised - - - - Expired (50,417 ) $ 37.50 - $ 0 Outstanding at December 31, 2021 227,719 $ 9.59 33 $ 0 |
Schedule of Warrants Outstanding | The following table summarizes information about warrants outstanding at December 31, 2021. Schedule of Warrants Outstanding Warrants Weighted Average Exercise price Outstanding Months Outstanding 9.45 192,982 33 10.40 34,737 33 227,719 33 |
Equity Incentive Plans (Tables)
Equity Incentive Plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Restricted Stock Units Activity | A summary of the RSUs awarded to employees, directors and consultants under the 2017 Equity Plan during the years ended December 31, 2021 and 2020 are presented in the table below: Schedule of Restricted Stock Units Activity Number of Units Weighted Average Grant-Date Fair Value Aggregate Intrinsic Value Outstanding, December 31, 2019 50,333 $ 19.20 $ Granted - - Vested and settled with share issuance (45,00 ) $ 18.15 Forfeited/cancelled (5,333 ) $ 23.10 Outstanding, December 31, 2020 - $ - Granted - Vested and settled with share issuance - Forfeited/cancelled - Outstanding, December 31, 2021 - $ - |
2017 Equity Incentive Plan [Member] | Employees And Consultants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Stock Option Activity | A summary of the stock options granted to employees and consultants under the 2017 Equity Plan and the 2021 Equity Incentive Plan during the years ended December 31, 2021 and 2020 are presented in the table below: Schedule of Stock Option Activity Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding, December 31, 2019 67,567 $ 14.40 7.7 $ Granted 44,113 $ 10.50 10.0 Exercised - Forfeited - Expired (16,673 ) $ 15.15 4.3 Outstanding, December 31, 2020 95,007 $ 12.45 7.1 $ - Granted 65,508 $ 9.00 10.0 $ - Exercised - Forfeited (2,341 ) $ 16.83 7.0 $ - Expired - Outstanding, December 31, 2021 158,174 $ 10.99 7.6 $ - Exercisable, December 31, 2021 116,328 $ 12.12 6.8 $ - |
Summary of Non-vested Non-qualified Stock Option Activity | A summary of non-vested stock options activity for employees and consultants under the 2017 Equity Plan and the 2021 Equity Plan for the years ended December 31, 2021 and 2020 are presented in the table below: Summary of Non-vested Non-qualified Stock Option Activity Number of Options Weighted Average Grant-Date Fair Value Aggregate Intrinsic Value Grant-Date Fair Value Nonvested, December 31, 2019 13,333 $ 11.25 $ $ 149,534 Granted 44,113 $ 8.85 $ 387,199 Vested (57,446 ) $ 9.30 $ 536,733 Forfeited - $ - Expired - $ - Nonvested, December 31, 2020 - $ - $ - $ - Granted 65,508 $ 8.85 $ - $ 575,711 Vested (23,662 ) $ 10.65 $ - $ (252,571 ) Forfeited - $ - Expired - $ - Nonvested, December 31, 2021 41,846 $ 7.65 $ - $ 323,140 |
2017 Equity Plan and 2021 Equity Plan [Member] | Directors [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Stock Option Activity | A summary of the non-qualified stock options granted to directors under the 2017 Equity Plan and 2021 Equity Plan during the years ended December 31, 2021 and 2020 are presented in the table below: Schedule of Stock Option Activity Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value ($000) Outstanding, December 31, 2019 6,000 $ 20.25 7.6 $ Granted 43,333 $ 8.55 8.5 Exercised - - Forfeited/Cancelled - - Expired - - Outstanding, December 31, 2020 49,333 $ 10.05 4.5 $ - Granted 1,539 $ 9.75 10.0 $ - Exercised - Forfeited/Cancelled - Expired - Outstanding, December 31, 2021 50,872 $ 10.02 6.6 $ - Exercisable, December 31, 2021 50,872 $ 10.02 6.6 $ - |
Summary of Non-vested Non-qualified Stock Option Activity | A summary of non-vested non-qualified stock options activity for directors under the 2017 Equity Plan and the 2021 Equity Plan for the years ended December 31, 2021 and 2020 are presented in the table below: Summary of Non-vested Non-qualified Stock Option Activity Number of Options Weighted Average Grant-Date Fair Value Aggregate Intrinsic Value Grant-Date Fair Value Nonvested, December 31, 2019 - - $ - Granted 43,333 $ 8.55 $ 373,000 Vested (36,667 ) $ 9.45 $ 344,000 Forfeited - - $ - Expired - - $ - Nonvested, December 31, 2020 6,666 $ 4.35 $ 3,400 $ 29,000 Granted 1,539 $ 9.75 $ $ 15,000 Vested (8,205 ) $ 5.40 $ 4,431 $ (44,000 ) Forfeited - Expired - Nonvested, December 31, 2021 - $ - $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of U.S. Federal Statutory Income Tax Rate and Reported Provision for Income Taxes | The differences between income taxes expected at the U.S. federal statutory income tax rate and the reported provision for income taxes are summarized as follows: Schedule of U.S. Federal Statutory Income Tax Rate and Reported Provision for Income Taxes 2021 2020 Income taxes computed at the federal statutory rate $ (281,000 ) $ (369,000 ) States taxes, net of federal benefits (53,000 ) (69,000 ) Permanent differences (124,000 ) (136,000 ) True-up adjustments 9,000 115,000 Adjustment to net operating loss (13,000 ) (17,000 ) Change in valuation allowance 462,000 476,000 Reported income tax (benefit) expense $ - $ - |
Schedule of Deferred Tax Assets | The components of the net deferred tax assets as of December 31, 2021 and 2020 are as follows: Schedule of Deferred Tax Assets 2021 2020 Deferred tax assets: Net operating losses $ 5,262,000 $ 4,821,000 Equity compensation 177,000 118,000 Other deferred tax assets 141,000 169,000 Total deferred tax assets 5,580,000 5,108,000 Deferred tax liabilities: Other deferred tax liabilities (78,000 ) (68,000 ) Total deferred tax liabilities (78,000 ) (68,000 ) Net deferred tax assets before valuation allowance 5,502,000 5,040,000 Less valuation allowance (5,502,000 ) (5,040,000 ) Net deferred tax assets $ - $ - |
Schedule of Revenue by Source (
Schedule of Revenue by Source (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Product Information [Line Items] | ||
Total revenue | $ 13,638,558 | $ 8,514,272 |
Equipment [Member] | ||
Product Information [Line Items] | ||
Total revenue | 12,754,131 | 7,730,371 |
Engineering and Other Services [Member] | ||
Product Information [Line Items] | ||
Total revenue | 683,689 | 568,131 |
Shipping and Handling [Member] | ||
Product Information [Line Items] | ||
Total revenue | $ 200,738 | $ 215,770 |
Schedule of Remaining Performan
Schedule of Remaining Performance Obligations Expected to be Recognized (Details) | Dec. 31, 2021USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Remaining performance obligations related to engineering only paid contracts | $ 411,000 |
Remaining performance obligations related to partial equipment paid contracts | 10,407,000 |
Total remaining performance obligations | 10,818,000 |
2022 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Remaining performance obligations related to engineering only paid contracts | |
Remaining performance obligations related to partial equipment paid contracts | 9,155,000 |
Total remaining performance obligations | 9,155,000 |
2023 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Remaining performance obligations related to engineering only paid contracts | 411,000 |
Remaining performance obligations related to partial equipment paid contracts | 1,252,000 |
Total remaining performance obligations | $ 1,663,000 |
Schedule of Share-based Compens
Schedule of Share-based Compensation Costs (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Total share-based compensation expense included in consolidated statement of operations | $ 324,405 | $ 405,617 |
Cost of Sales [Member] | ||
Total share-based compensation expense included in consolidated statement of operations | 17,331 | 31,006 |
Advertising and Marketing Expenses [Member] | ||
Total share-based compensation expense included in consolidated statement of operations | 7,938 | 8,333 |
Product Development Costs [Member] | ||
Total share-based compensation expense included in consolidated statement of operations | 11,025 | 21,882 |
Selling, General and Administrative Expenses [Member] | ||
Total share-based compensation expense included in consolidated statement of operations | $ 288,111 | $ 344,396 |
Basis of Presentation; Summar_4
Basis of Presentation; Summary of Significant Accounting Policies (Details Narrative) | Feb. 15, 2022USD ($) | Dec. 31, 2021USD ($)Segmentshares | Dec. 31, 2020USD ($)shares | Mar. 28, 2022shares | Dec. 30, 2021shares | Dec. 29, 2021shares |
Product Information [Line Items] | ||||||
Stockholders' Equity, Reverse Stock Split | On January 17, 2022, the Company’s Board of Directors approved a reverse stock split at a ratio of one-for-one hundred and fifty. Such reverse stock split was implemented effective January 27, 2022. | |||||
Common stock issued | shares | 1,600,835 | 1,576,844 | 240,125,224 | 240,125,244 | ||
Common stock outstanding | shares | 1,600,835 | 1,576,844 | 240,125,224 | 240,125,244 | ||
Federal insured amount | $ 250,000 | |||||
Cash balance, amount | 2,160,000 | |||||
Allowance for doubtful accounts | $ 181,942 | $ 165,098 | ||||
Property and equipment useful lives | 5 years | |||||
Deferred revenue | $ 2,839,838 | 3,724,189 | ||||
Revenue recognized | $ 3,358,578 | $ 1,103,447 | ||||
Revenue recognized, percentage | 90.00% | 76.00% | ||||
Remaining performance obligations | $ 10,818,000 | |||||
Remaining performance obligations, percentage | 4.00% | |||||
Product warranty description | The Company assesses the historical warranty claims on its manufactured products and, since 2016, warranty claims have been approximately 1% of annual revenue generated on these products. Based on the Company’s warranty policy, an accrual is established at 1% of the trailing 18 months revenue | |||||
Product development costs | $ 469,703 | $ 390,229 | ||||
Share based compensation cost | 324,405 | $ 405,617 | ||||
Share based compensation, incentive compensation awards | $ 83,625 | |||||
Number of operating segments | Segment | 1 | |||||
Share-based Payment Arrangement, Option [Member] | ||||||
Product Information [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share, amount | shares | 194,757 | |||||
Series B Preferred Stock Warrants [Member] | ||||||
Product Information [Line Items] | ||||||
Antidilutive securities excluded from computation of earnings per share, amount | shares | 115,684 | |||||
Board Of Directors [Member] | ||||||
Product Information [Line Items] | ||||||
Share based compensation cost | $ 128,434 | |||||
Share based compensation, incentive compensation awards | $ 128,434 | |||||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer One [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk percentage | 24.00% | 28.00% | ||||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer Two [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk percentage | 10.00% | 11.00% | ||||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer Three [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk percentage | 10.00% | 10.00% | ||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer One [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk percentage | 68.00% | 48.00% | ||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer Two [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk percentage | 23.00% | 38.00% | ||||
Supplier Concentration Risk [Member] | Purchases of Inventory [Member] | Supplier One [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk percentage | 29.00% | 27.00% | ||||
Supplier Concentration Risk [Member] | Purchases of Inventory [Member] | Supplier Two [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk percentage | 11.00% | 25.00% | ||||
Supplier Concentration Risk [Member] | Purchases of Inventory [Member] | Supplier Three [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk percentage | 10.00% | 12.00% | ||||
Accounts Payable and Accrued Liabilities [Member] | ||||||
Product Information [Line Items] | ||||||
Accrued warranty reserve | $ 186,605 | $ 173,365 | ||||
2023 [Member] | ||||||
Product Information [Line Items] | ||||||
Remaining performance obligations | 1,663,000 | |||||
Customer Contracts [Member] | ||||||
Product Information [Line Items] | ||||||
Remaining performance obligations | 411,000 | |||||
Inventory Valuation and Obsolescence [Member] | ||||||
Product Information [Line Items] | ||||||
Inventory adjustments | $ 91,379 | $ 93,045 | ||||
Subsequent Event [Member] | ||||||
Product Information [Line Items] | ||||||
Proceeds from completion of an equity offering | $ 22,000,000 | |||||
Common stock outstanding | shares | 7,784,444 |
Schedule of Lease Cost (Details
Schedule of Lease Cost (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases | ||
Operating lease right-of-use asset | $ 565,877 | $ 343,950 |
Operating lease liability, current | 100,139 | 266,105 |
Operating lease liability, long-term | $ 486,226 | $ 169,119 |
Operating Lease, Weighted Average Remaining Lease Term | 5 years 1 month 6 days | 1 year 8 months 12 days |
Discount rate | 3.63% | 5.00% |
Operating cash outflow from operating lease | $ 257,961 | $ 160,934 |
Schedule of Future Annual Minim
Schedule of Future Annual Minimum Lease Payments (Details) | Dec. 31, 2021USD ($) |
Leases | |
2022 | $ 111,204 |
2023 | 124,897 |
2024 | 128,643 |
2025 | 132,503 |
2026 | 136,473 |
Thereafter | 11,654 |
Total minimum lease payments | 645,374 |
Less imputed interest | (59,009) |
Present value of minimum lease payments | $ 586,365 |
Leases (Details Narrative)
Leases (Details Narrative) | Jul. 28, 2021USD ($)ft² | Jul. 27, 2021USD ($)ft² | Jul. 01, 2021USD ($) | Apr. 30, 2021USD ($)ft² | Sep. 02, 2019USD ($) | Sep. 02, 2018USD ($) | Jan. 02, 2018USD ($)ft² | Jun. 27, 2017USD ($)ft² | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Jan. 02, 2019USD ($) | Jul. 31, 2017USD ($) |
Area of land | ft² | 6,900 | |||||||||||
Lease rental expense | $ 11,978 | $ 5,989 | ||||||||||
Operating lease right-of-use asset | $ 565,877 | $ 343,950 | ||||||||||
Operating lease liability | $ 586,365 | |||||||||||
The Boulder Facility Lease [Member] | ||||||||||||
Area of land | ft² | 18,952 | 12,700 | ||||||||||
Lease rental expense | $ 20,135 | $ 19,549 | $ 18,979 | $ 12,967 | ||||||||
Operating lease term description | until August 31, 2018 | until January 1, 2018 | On each September 1 through the end of the lease, the monthly rent was to be increased by 3%. | |||||||||
Security deposit | $ 51,000 | |||||||||||
Payment to deposit | $ 1,600 | |||||||||||
The Boulder Facility Lease [Member] | Accounting Standards Update 2016-02 [Member] | ||||||||||||
Unamortized amount of tenant improvement allowance | $ 81,481 | |||||||||||
Operating lease right-of-use asset | 714,416 | |||||||||||
Operating lease liability | 822,374 | |||||||||||
The Boulder Facility Lease [Member] | Accounting Standards Update 2016-02 [Member] | Minimum [Member] | ||||||||||||
Tenant improvements | $ 100,000 | |||||||||||
Agreement with Landlord [Member] | ||||||||||||
Lease rental expense | $ 52,600 | |||||||||||
Operating lease term description | The deposit required on the lease will be reduced to approximately $32,000 and will be payable in 12 monthly installments from January through December of 2021. Further, the landlord also agreed to defer payment of fifty percent of the three months of lease payments (base rent only) for the period July to September 2020. The deferred lease payments amount to approximately $30,000 and were payable in 12 monthly installments from January to December 2021 | |||||||||||
Boulder Facility Lease Termination Agreement [Member] | ||||||||||||
Area of land | ft² | 18,952 | |||||||||||
Gain on lease extinguishment | $ 15,832 | |||||||||||
New Facility Lease [Member] | ||||||||||||
Area of land | ft² | 11,491 | |||||||||||
Lease rental expense | $ 10,055 | |||||||||||
Operating lease term description | The New Facility lease commenced on November 1, 2021 and continues through January 31, 2027. | |||||||||||
Security deposit | $ 14,747 | |||||||||||
Operating lease liability | $ 582,838 | |||||||||||
Increase in rent percent | 3.00% |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 272,199 | $ 201,778 |
Work in progress | 1,050 | 4,231 |
Raw materials | 196,456 | 214,145 |
Allowance for excess & obsolete inventory | (91,379) | (93,045) |
Inventory, net | $ 378,326 | $ 327,109 |
Inventory (Details Narrative)
Inventory (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | ||
Overhead expenses | $ 13,589 | $ 17,974 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 289,472 | $ 628,615 |
Accumulated depreciation | (212,126) | (480,883) |
Property and equipment, net | 77,346 | 147,732 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 274,472 | 398,422 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 15,000 | 15,000 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 215,193 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation expenses | $ 64,937 | $ 119,524 |
Property, Plant and Equipment [Member] | Cost of Sales [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation expenses | 6,109 | 5,115 |
Property, Plant and Equipment [Member] | Inventory [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation expenses | $ 1,527 | $ 1,279 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 24,543 | $ 32,653 |
Accumulated amortization | (22,713) | (25,426) |
Intangible assets, net | 1,830 | 7,227 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 8,110 | |
WebSite Development Costs [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 22,713 | 22,713 |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 1,830 | $ 1,830 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 434 | $ 579 |
Written-off intangible assets | $ 8,110 | $ 4,124 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets amortization period | 14 years | |
WebSite Development Costs [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets amortization period | 5 years |
Schedule of Accounts Payable an
Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 616,056 | $ 918,639 |
Sales commissions payable | 27,592 | 48,263 |
Accrued payroll liabilities | 322,873 | 288,071 |
Product warranty accrual | 186,605 | 173,365 |
Other accrued expenses | 192,463 | 356,623 |
Total | $ 1,345,589 | $ 1,784,961 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Product Information [Line Items] | ||
Accounts payable and other accrued | $ 1,345,589 | $ 1,784,961 |
Warranty reserve description | The Company assesses the historical warranty claims on its manufactured products and, since 2016, warranty claims have been approximately 1% of annual revenue generated on these products. Based on the Company’s warranty policy, an accrual is established at 1% of the trailing 18 months revenue | |
Three Customers [Member] | ||
Product Information [Line Items] | ||
Accounts payable and other accrued | $ 402,651 | |
Warranty reserve description | Since the issue was limited to these three projects and is not anticipated to reoccur in the future, we have made no adjustment to the ongoing 1% warranty reserve that we accrue on all sales |
Note Payable and Accrued Inte_2
Note Payable and Accrued Interest (Details Narrative) - USD ($) | Nov. 30, 2021 | Feb. 10, 2021 | Dec. 11, 2020 | Apr. 22, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Financing Receivable, Troubled Debt Restructuring [Line Items] | ||||||
Note payable principal amount | $ 514,200 | $ 514,200 | $ 554,000 | $ 554,000 | ||
Loan interest rate | 1.00% | 1.00% | ||||
Loan due date | Feb. 5, 2026 | Apr. 20, 2022 | ||||
Accrued interest | $ 2,832 | $ 3,203 | $ 2,832 | $ 3,203 | ||
Extended Maturity [Member] | ||||||
Financing Receivable, Troubled Debt Restructuring [Line Items] | ||||||
Loan due date | Apr. 20, 2025 |
Temporary Equity (Details Narra
Temporary Equity (Details Narrative) - USD ($) | Nov. 04, 2021 | Sep. 28, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Temporary Equity, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 | |||
Proceeds from Issuance of Redeemable Convertible Preferred Stock | $ 1,365,000 | $ 1,260,000 | |||
Exercise price of warrant per share | $ 9.59 | $ 37.50 | $ 36 | ||
Equity Method Investments [Member] | |||||
Warrant to purchase common stock shares | 34,737 | ||||
Exercise price of warrant per share | $ 10.40 | ||||
Percentage of placement agent cash fee | 9.00% | ||||
Placement agent expenses | $ 270,000 | ||||
Investor Warrant [Member] | |||||
Investor warrant exercise date | Sep. 28, 2024 | ||||
Exercise price of warrant per share | $ 9.45 | ||||
Issuance of common stock exercise percentage provision | 4.99% | ||||
Series B Redeemable Convertible Preferred Stock [Member] | |||||
Temporary Equity, Shares Authorized | 3,300 | ||||
Temporary Equity, Par or Stated Value Per Share | $ 1,000 | ||||
Convertible Preferred Stock [Member] | |||||
Conversion of Stock, Shares Converted | 385,965 | ||||
Temporary Equity, Aggregate Amount of Redemption Requirement | $ 3,000,000 | ||||
Convertible Preferred Stock [Member] | Maximum [Member] | |||||
Warrant to purchase common stock shares | 192,982 | ||||
Series B Preferred Stock [Member] | |||||
Temporary Equity, Aggregate Amount of Redemption Requirement | $ 3,000,000 | ||||
Preferred Stock, Dividend Rate, Percentage | 8.00% | ||||
Common Stock, Convertible, Conversion Price, Increase | $ 8.55 | ||||
Percentage of preferred stock conversion provision | 4.99% | ||||
Percentage of common stock reserve | 200.00% | ||||
Redemption percentage | 120.00% | ||||
Preferred Stock redemption stated value | $ 1,000 | ||||
Redemption price, percentage | 120.00% | ||||
Liquidation preference, value | $ 3,960,000 | ||||
Temporary equity redemption value | 3,960,000 | ||||
Temporary equity non cash redemption value adjustment | $ 2,262,847 | ||||
Series A Preferred Stock [Member] | |||||
Convertible stock liquidation preference, value | $ 1,000 |
Related Party Agreements and _2
Related Party Agreements and Transactions (Details Narrative) - Consulting Agreement [Member] - USD ($) | Jan. 07, 2021 | Dec. 31, 2021 |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Payments for consulting agreement | $ 19,500 | |
Payments for commissions | $ 42,639 | |
Mr.James R. Shipley [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Monthly consulting fee | $ 6,500 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 12 Months Ended |
Dec. 31, 2021USD ($)shares | |
Loss Contingencies [Line Items] | |
Common shares issued in settlement of legal dispute, value | $ 67,000 |
Other Expense [Member] | |
Loss Contingencies [Line Items] | |
Cost of settelement | $ 107,000 |
Common Stock [Member] | |
Loss Contingencies [Line Items] | |
Common shares issued in settlement of legal dispute, shares | shares | 6,667 |
Common shares issued in settlement of legal dispute, value |
Preferred and Common Stock (Det
Preferred and Common Stock (Details Narrative) - USD ($) | Feb. 16, 2022 | Nov. 04, 2021 | Nov. 04, 2021 | Sep. 28, 2021 | Apr. 08, 2021 | Dec. 31, 2021 | Dec. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 28, 2022 | Jan. 17, 2022 | Jan. 16, 2022 | Dec. 29, 2021 | Nov. 03, 2021 | Nov. 02, 2021 |
Class of Stock [Line Items] | |||||||||||||||
Preferred Stock, Shares Authorized | 150,000,000 | 150,000,000 | |||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 | |||||||||||||
Stock Issued During Period, Shares, New Issues | 2,802 | 7,719 | |||||||||||||
Share-based Payment Arrangement, Plan Modification, Incremental Cost | $ 83,625 | ||||||||||||||
Stock Issued During Period, Value, New Issues | $ 21,015 | $ 39,368 | |||||||||||||
Temporary Equity, Shares Issued | 3,300 | 0 | |||||||||||||
Temporary Equity, Shares Outstanding | 3,300 | 0 | |||||||||||||
Common Stock, Shares Authorized | 850,000,000 | 350,000,000 | 850,000,000 | 350,000,000 | |||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 | |||||||||||||
Common stock outstanding | 1,600,835 | 240,125,224 | 1,576,844 | 240,125,244 | |||||||||||
Shares issued for settlement | 6,667 | ||||||||||||||
[custom:StockIssuedDuringPeriodValueForSettlement] | $ 67,000 | ||||||||||||||
Gain (Loss) Related to Litigation Settlement | $ 28,080 | ||||||||||||||
Number of grants made during the period | 3,733 | ||||||||||||||
Common stock, Issued | 1,600,835 | 240,125,224 | 1,576,844 | 240,125,244 | |||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Shares issued for settlement | 45,000 | ||||||||||||||
Number of shares vested | 6,667 | ||||||||||||||
Subsequent Event [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred Stock, Shares Outstanding | 0 | ||||||||||||||
Common Stock, Shares Authorized | 200,000,000 | 850,000,000 | |||||||||||||
Common stock outstanding | 7,784,444 | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,802 | ||||||||||||||
Stock Issued During Period, Value, New Issues | $ 21,015 | ||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 | |||||||||||||
Preferred Stock, Shares Issued | 0 | 42,030,331 | |||||||||||||
Preferred Stock, Shares Outstanding | 42,030,331 | 42,030,331 | 0 | 42,030,331 | |||||||||||
Stock Issued During Period, Shares, New Issues | 42,030,331 | ||||||||||||||
Share-based Payment Arrangement, Plan Modification, Incremental Cost | $ 20,595 | ||||||||||||||
Shares redeemed | $ 420 | ||||||||||||||
Stock Redeemed or Called During Period, Shares | 42,303,331 | ||||||||||||||
Dividends accrued on preferred stock | $ 67,448 | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,802 | ||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 1,000 | ||||||||||||||
Temporary Equity, Shares Issued | 3,300 | 0 | |||||||||||||
Temporary Equity, Shares Outstanding | 3,300 | 0 | |||||||||||||
Stock Repurchased During Period, Value | $ 3,300,000 | ||||||||||||||
Temporary Equity, Aggregate Amount of Redemption Requirement | $ 3,000,000 | ||||||||||||||
Series B Preferred Stock [Member] | Subsequent Event [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Shares redeemed | $ 2,016,000 | ||||||||||||||
Stock Redeemed or Called During Period, Shares | 1,650 | ||||||||||||||
Series B Preferred Stock [Member] | Maximum [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrant to purchase shares of common stock | 192,982 | ||||||||||||||
Series B Preferred Stock [Member] | Purchase Agreement [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Stock Repurchased During Period, Shares | 3,300 | ||||||||||||||
Board Of Directors [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred Stock, Shares Authorized | 25,000,000 | 150,000,000 | |||||||||||||
Share-based Payment Arrangement, Plan Modification, Incremental Cost | $ 128,434 | ||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 6,803 | ||||||||||||||
Stock Issued During Period, Value, New Issues | $ 50,000 |
Schedule of Outstanding Warrant
Schedule of Outstanding Warrants to Purchase Common Stock (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Outstanding Warrants | ||
Warrants Outstanding, Beginning Balance | 50,417 | 260,727 |
Weighted Average Exercise Price, Beginning Balance | $ 37.50 | $ 36 |
Weighted Average Life of Outstanding Warrants in Months, Beginning Balance | 6 months | 9 months |
Aggregate Intrinsic Value, Beginning Balance | $ 0 | $ 0 |
Warrants, issued | 222,719 | |
Weighted Average Exercise Price, Issued | $ 9.59 | |
Aggregate Intrinsic Value, Issued | ||
Warrants, Exercised | ||
Weighted Average Exercise Price, Exercised | ||
Aggregate Intrinsic Value, Exercised | ||
Warrants, Expired | (50,417) | (210,310) |
Weighted Average Exercise Price, Expired | $ 37.50 | $ (34.50) |
Aggregate Intrinsic Value, Expired | $ 0 | $ 0 |
Weighted Average Life of Outstanding Warrants in Months, Issued | 36 months | |
Warrants Outstanding, Ending Balance | 227,719 | 50,417 |
Weighted Average Exercise Price, Ending Balance | $ 9.59 | $ 37.50 |
Weighted Average Life of Outstanding Warrants in Months, Ending Balance | 33 months | |
Aggregate Intrinsic Value, Ending Balance | $ 0 | $ 0 |
Schedule of Warrants Outstandin
Schedule of Warrants Outstanding (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercise price | $ 9.59 | $ 37.50 | $ 36 |
Warrants Outstanding | 227,719 | 50,417 | 260,727 |
Weighted Average Life of Outstanding Warrants in Months | 33 months | ||
Warrants Range [Member] | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercise price | $ 9.45 | ||
Warrants Outstanding | 192,982 | ||
Weighted Average Life of Outstanding Warrants in Months | 33 months | ||
Warrants Range One [Member] | |||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Exercise price | $ 10.40 | ||
Warrants Outstanding | 34,737 | ||
Weighted Average Life of Outstanding Warrants in Months | 33 months |
Outstanding Warrants (Details N
Outstanding Warrants (Details Narrative) | Nov. 04, 2021shares | Sep. 28, 2021USD ($)$ / sharesshares | Sep. 28, 2021USD ($)$ / sharesshares | Jun. 30, 2018integer$ / shares | Dec. 31, 2017USD ($)integer$ / sharesshares | Mar. 31, 2017USD ($)integer$ / sharesshares | Dec. 30, 2021shares | Dec. 31, 2021$ / sharesshares | Dec. 31, 2020$ / sharesshares | Dec. 31, 2019$ / sharesshares |
Exercise price of warrants | $ 9.59 | $ 37.50 | $ 36 | |||||||
Stock Issued During Period, Shares, New Issues | shares | 2,802 | 7,719 | ||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 | ||||||||
Class of Warrant or Right, Outstanding | shares | 227,719 | 50,417 | 260,727 | |||||||
Series B Preferred Stock [Member] | ||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 1,000 | $ 1,000 | ||||||||
Stock Repurchased During Period, Value | $ | $ 3,300,000 | |||||||||
Series B Preferred Stock [Member] | Maximum [Member] | ||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | shares | 192,982 | 192,982 | ||||||||
Series B Preferred Stock [Member] | Securities Purchase Agreement [Member] | ||||||||||
Exercise price of warrants | $ 9.45 | $ 9.45 | ||||||||
Stock Issued During Period, Shares, New Issues | shares | 3,300 | |||||||||
Preferred Stock, Par or Stated Value Per Share | $ 1,000 | $ 1,000 | ||||||||
Stock Repurchased During Period, Value | $ | $ 3,300,000 | |||||||||
Purchase price of warrants | $ | $ 3,000,000 | |||||||||
Series B Preferred Stock [Member] | Securities Purchase Agreement [Member] | Maximum [Member] | ||||||||||
Warrants to purchase common stock | shares | 192,982 | 192,982 | ||||||||
Banker Warrant [Member] | ||||||||||
Exercise price of warrants | $ 52.50 | |||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | shares | 3,333 | |||||||||
Q1 2017 Warrants [Member] | ||||||||||
Exercise price of warrants | $ 24 | |||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | shares | 3,125 | |||||||||
Warrants to purchase common stock | shares | 111,875 | |||||||||
Proceeds from Issuance of Warrants | $ | $ 2,685,000 | |||||||||
Conversion of Stock, Description | Each unit consisted of one hundred and fifty shares of the Company’s common stock and one hundred and fifty warrants for the purchase of one share of the Company’s common stock (“Q1 2017 Warrants”) | |||||||||
Shares Issued, Price Per Share | $ 63 | |||||||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | integer | 5 | |||||||||
Redeem warrant shares at a price | $ 1.50 | |||||||||
Warrant description | These warrants expired unexercised in March 2020 | |||||||||
Q1 2017 Warrants [Member] | Customary Adjustment [Member] | ||||||||||
Exercise price of warrants | $ 39 | |||||||||
Q4 2017 Warrants [Member] | ||||||||||
Exercise price of warrants | $ 18 | |||||||||
Warrants to purchase common stock | shares | 98,227 | |||||||||
Proceeds from Issuance of Warrants | $ | $ 1,768,080 | |||||||||
Conversion of Stock, Description | Each unit consisted of one hundred and fifty shares of the Company’s common stock and one hundred and fifty warrants for the purchase of one share of the Company’s common stock (“Q4 2017 Warrants”) | |||||||||
Shares Issued, Price Per Share | $ 54 | |||||||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | integer | 5 | |||||||||
Redeem warrant shares at a price | $ 1.50 | |||||||||
Warrant description | These warrants expired unexercised in June 2021 | These warrants expired unexercised in December 2020 | ||||||||
Q4 2017 Warrants [Member] | Customary Adjustments [Member] | ||||||||||
Exercise price of warrants | $ 30 | |||||||||
Q2 2018 Warrants [Member] | ||||||||||
Exercise price of warrants | $ 37.5 | |||||||||
Conversion of Stock, Description | each unit consisting of one share of the Company’s common stock and one Q2 2018 Warrant | |||||||||
Shares Issued, Price Per Share | $ 60 | |||||||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | integer | 5 | |||||||||
Redeem warrant shares at a price | $ 1.50 | |||||||||
Warrant description | The Q2 2018 Warrants are exercisable commencing July 1, 2018 until June 30, 2021 | |||||||||
Placement Agent Warrants [Member] | Private Placement [Member] | ||||||||||
Exercise price of warrants | $ 10.40 | $ 10.40 | ||||||||
Class of Warrant or Right, Outstanding | shares | 34,737 | 34,737 |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted Average Remaining Contractual Term, Begining | 2 years 6 months | |
2017 Equity Incentive Plan [Member] | Employees And Consultants [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options, Granted | 65,508 | 44,113 |
2017 Equity Plan and 2021 Equity Plan [Member] | Directors [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options, Granted | 1,539 | 43,333 |
Non-Qualified Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options, Granted | 26,230 | |
Non-Qualified Stock Options [Member] | 2017 Equity Incentive Plan [Member] | Employees And Consultants [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options, Outstanding Beginning | 95,007 | 67,567 |
Weighted Average Exercise Price, Outstanding Beginning | $ 12.45 | $ 14.40 |
Weighted Average Remaining Contractual Term, Begining | 7 years 1 month 6 days | 7 years 8 months 12 days |
Aggregate Intrinsic Value, Outstanding Beginning | ||
Number of Options, Granted | 65,508 | 44,113 |
Weighted Average Exercise Price, Granted | $ 9 | $ 10.50 |
Weighted Average Remaining Contractual Term, Granted | 10 years | 10 years |
Number of Options, Exercised | ||
Number of Options, Forfeited | (2,341) | |
Number of Options, Forfeited/Cancelled | (16,673) | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price | $ 15.15 | |
Weighted Average Remaining Contractual Term, Expired | 4 years 3 months 18 days | |
Aggregate Intrinsic Value, Granted | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | $ 16.83 | |
Weighted Average Remaining Contractual Term, Forfeited | 7 years | |
Aggregate Intrinsic Value, Forfeited | ||
Number of Options, Outstanding Ending | 158,174 | 95,007 |
Weighted Average Exercise Price, Outstanding Ending | $ 10.99 | $ 12.45 |
Weighted Average Remaining Contractual Term, Ending | 7 years 7 months 6 days | |
Aggregate Intrinsic Value, Outstanding Ending | ||
Number of Options, Exercisable Ending | 116,328 | |
Weighted Average Exercise Price, Exercisable Ending | $ 12.12 | |
Weighted Average Remaining Contractual Term, Exercisable Ending | 6 years 9 months 18 days | |
Aggregate Intrinsic Value, Exercisable Ending | ||
Number of Options, Forfeited/Cancelled | 2,341 | |
Number of Options, Expired | 16,673 | |
Aggregate Intrinsic Value, Outstanding Ending | ||
Non-Qualified Stock Options [Member] | 2017 Equity Plan and 2021 Equity Plan [Member] | Directors [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options, Outstanding Beginning | 49,333 | 6,000 |
Weighted Average Exercise Price, Outstanding Beginning | $ 10.05 | $ 20.25 |
Weighted Average Remaining Contractual Term, Begining | 4 years 6 months | 7 years 7 months 6 days |
Aggregate Intrinsic Value, Outstanding Beginning | ||
Number of Options, Granted | 1,539 | 43,333 |
Weighted Average Exercise Price, Granted | $ 9.75 | $ 8.55 |
Weighted Average Remaining Contractual Term, Granted | 10 years | 8 years 6 months |
Number of Options, Exercised | ||
Number of Options, Forfeited | ||
Number of Options, Forfeited/Cancelled | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price | ||
Aggregate Intrinsic Value, Granted | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | ||
Number of Options, Outstanding Ending | 50,872 | 49,333 |
Weighted Average Exercise Price, Outstanding Ending | $ 10.02 | $ 10.05 |
Weighted Average Remaining Contractual Term, Ending | 6 years 7 months 6 days | |
Aggregate Intrinsic Value, Outstanding Ending | ||
Number of Options, Exercisable Ending | 50,872 | |
Weighted Average Exercise Price, Exercisable Ending | $ 10.02 | |
Weighted Average Remaining Contractual Term, Exercisable Ending | 6 years 7 months 6 days | |
Aggregate Intrinsic Value, Exercisable Ending | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | ||
Number of Options, Forfeited/Cancelled | ||
Number of Options, Expired | ||
Aggregate Intrinsic Value, Outstanding Ending |
Summary of Non-vested Non-quali
Summary of Non-vested Non-qualified Stock Option Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
2017 Equity Incentive Plan [Member] | Employees And Consultants [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options Nonvested, Beginning | 13,333 | |
Weighted Average Grant-Date Fair Value, Beginning | $ 11.25 | |
Aggregated Intrinsic Value, Nonvested Beginning | ||
Grant Date Fair Value Nonvested, Beginning | $ 149,534 | |
Number of Options Nonvested, Granted | 65,508 | 44,113 |
Weighted Average Grant-Date Fair Value, Granted | $ 8.85 | $ 8.85 |
Grant Date Fair Value Nonvested, Granted | $ 575,711 | $ 387,199 |
Number of Options Nonvested, Vested | (23,662) | (57,446) |
Weighted Average Grant-Date Fair Value, Vested | $ 10.65 | $ 9.30 |
Grant Date Fair Value Nonvested, Vested | $ (252,571) | $ 536,733 |
Number of Options Nonvested, Forfeited | ||
Grant Date Fair Value Nonvested, Forfeited | ||
Number of Options Nonvested, Expired | ||
Grant Date Fair Value Nonvested, Expired | ||
Aggregated Intrinsic Value, Vested | ||
Number of Options Nonvested, Ending | 41,846 | |
Weighted Average Grant-Date Fair Value, Ending | $ 7.65 | |
Aggregated Intrinsic Value, Nonvested Ending | ||
Grant Date Fair Value Nonvested, Ending | $ 323,140 | |
2017 Equity Plan and 2021 Equity Plan [Member] | Directors [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options Nonvested, Beginning | 6,666 | |
Weighted Average Grant-Date Fair Value, Beginning | $ 4.35 | |
Aggregated Intrinsic Value, Nonvested Beginning | $ 3,400 | |
Number of Options Nonvested, Granted | 1,539 | 43,333 |
Weighted Average Grant-Date Fair Value, Granted | $ 9.75 | $ 8.55 |
Grant Date Fair Value Nonvested, Granted | $ 15,000 | $ 373,000 |
Number of Options Nonvested, Vested | (8,205) | (36,667) |
Weighted Average Grant-Date Fair Value, Vested | $ 5.40 | $ 9.45 |
Grant Date Fair Value Nonvested, Vested | $ (44,000) | $ 344,000 |
Number of Options Nonvested, Forfeited | ||
Number of Options Nonvested, Expired | ||
Aggregated Intrinsic Value, Vested | $ 4,431 | |
Number of Options Nonvested, Ending | 6,666 | |
Weighted Average Grant-Date Fair Value, Ending | $ 4.35 | |
Aggregated Intrinsic Value, Nonvested Ending | $ 3,400 | |
Grant Date Fair Value Nonvested, Ending | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested Options Forfeited, Weighted Average Grant Date Fair Value | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested Options Expired, Weighted Average Grant Date Fair Value | ||
Grant Date Fair Value Nonvested, Beginning | $ 29,000 |
Schedule of Restricted Stock Un
Schedule of Restricted Stock Units Activity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Units, Granted | 3,733 | ||
2017 Equity Incentive Plan [Member] | Employees, Directors and Consultants [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Units, beginning | 50,333 | ||
Weighted Average Grant Date Fair Value, beginning | $ 19.20 | ||
Aggregated Intrinsic Value, Outstanding beginning | |||
Number of Units, Granted | |||
Weighted Average Grant Date Fair Value, Granted | |||
Number of Units, Vested and settled with share issuance | (45) | ||
Weighted Average Grant Date Fair Value, Vested and settled with share issuance | $ 18.15 | ||
Number of Units, Forfeited/canceled | (5,333) | ||
Weighted Average Grant Date Fair Value, Forfeited/canceled | $ 23.10 | ||
Number of Units, Vested and settled with share issuance | 45 | ||
Number of Units, Forfeited/canceled | 5,333 | ||
Number of Units, ending | 50,333 | ||
Aggregated Intrinsic Value, Outstanding ending |
Equity Incentive Plans (Details
Equity Incentive Plans (Details Narrative) - USD ($) | Nov. 04, 2021 | Aug. 20, 2021 | Jun. 24, 2020 | Apr. 30, 2020 | Jan. 02, 2020 | Dec. 31, 2021 | Dec. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2018 | Mar. 22, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares of restricted stock award | 2,802 | 7,719 | ||||||||
Stock option issued and outstanding | 209,045 | |||||||||
Unrecognized compensation expense | $ 277,422 | |||||||||
Non-qualified stock options term | 2 years 6 months | |||||||||
Number of options, granted | $ 240,780 | $ 277,183 | ||||||||
Chief Executive Officer [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares of restricted stock award | 6,803 | |||||||||
Equity Option [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of share awards granted | 67,046 | |||||||||
Incentive Stock Option [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of share awards granted | 40,816 | |||||||||
Future Equity Awards [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares available for future equity awards | 7,403 | |||||||||
2021 Equity Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of share awards granted | 666,667 | |||||||||
Non-Qualified Stock Options [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of share awards granted | 26,230 | |||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 5,333 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Vested | $ 0 | 199,125 | $ 1,035,750 | |||||||
Intrinsic value of vested and settled with issuance of share | 1,105,750 | |||||||||
Restricted Stock Units (RSUs) [Member] | Employees, Directors and Consultants [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of options, granted | $ 0 | 25,163 | ||||||||
2017 Equity Incentive Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of options to purchase shares | 333,333 | |||||||||
2017 Equity Incentive Plan [Member] | Non-Qualified Stock Options [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum | 148.87% | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum | 152.51% | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 1.20% | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 1.64% | |||||||||
2017 Equity Incentive Plan [Member] | Non-Qualified Stock Options [Member] | Minimum [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years | |||||||||
2017 Equity Incentive Plan [Member] | Non-Qualified Stock Options [Member] | Maximum [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 10 years | |||||||||
2017 Equity Incentive Plan [Member] | Director [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of options, granted | $ 21,174 | $ 62,452 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 8,205 | 10,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Number of Shares, Period Increase (Decrease) | 0 | |||||||||
2017 Equity Incentive Plan [Member] | Non-Qualified Stock Options [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock or Unit Option Plan Expense | $ 56,752 | |||||||||
2017 Equity Incentive Plan [Member] | Non-Qualified Stock Options [Member] | Employees And Consultants [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of options, granted | 169,746 | $ 189,568 | ||||||||
Unrecognized share-based compensation | 277,422 | |||||||||
2017 Equity Incentive Plan [Member] | Non-Qualified Stock Options [Member] | Director [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of options to purchase shares | 3,333 | |||||||||
Non-qualified stock options term | 5 years | |||||||||
Number of options, granted | $ 29,266 | |||||||||
Closing price of common stock | $ 10.50 | |||||||||
2017 Equity Incentive Plan [Member] | Non-Qualified Stock Options [Member] | Two New Independent Directors [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of options to purchase shares | 13,333 | |||||||||
Non-qualified stock options term | 5 years | |||||||||
Number of options, granted | $ 39,600 | |||||||||
Closing price of common stock | $ 4.35 | |||||||||
Non-qualified stock options vested percentage | 50.00% | |||||||||
2017 Equity Incentive Plan [Member] | Non-Qualified Stock Options [Member] | Two New Independent Directors [Member] | April 1, 2021 [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Non-qualified stock options vested percentage | 50.00% | |||||||||
2017 Equity Incentive Plan [Member] | Incentive Qualified Stock Options [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock or Unit Option Plan Expense | $ 112,994 | |||||||||
2021 Equity Incentive Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares of restricted stock award | 6,803 | |||||||||
2017 Equity Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares authorized | 333,333 | |||||||||
Number of shares issued | 163,692 | |||||||||
Number of option remain outstanding | 162,238 | |||||||||
Shares available for future equity awards | 613,057 | |||||||||
2017 Equity Plan [Member] | Employees [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of share awards forfeited | 2,341 | |||||||||
2017 Equity Plan [Member] | Non-Qualified Stock Options [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of share awards granted | 20,239 | |||||||||
2021 Equity Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares authorized | 666,667 | |||||||||
2021 Equity Plan [Member] | Equity Option [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of share awards granted | 46,807 | |||||||||
2021 Equity Plan [Member] | Incentive Stock Option [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of option remain outstanding | 40,816 | |||||||||
2021 Equity Plan [Member] | Non Qualified Stock Option [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of share awards granted | 5,991 | |||||||||
Number of option remain outstanding | 5,991 | |||||||||
2021 Equity Plan [Member] | Restricted Shares Issued [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of shares issued | 6,803 | |||||||||
2021 Equity Plan [Member] | Incentive Stock Options [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of share awards granted | 40,816 | |||||||||
2021 Plan [Member] | Chief Executive Officer [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares of restricted stock award | 6,803 | |||||||||
2021 Plan [Member] | Non-Qualified Stock Options [Member] | Director [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of options to purchase shares | 1,538 | |||||||||
Closing price of common stock | $ 9.75 | |||||||||
2021 Equity Incentive Plan [Member] | Chief Executive Officer [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Value of restricted stock award | $ 50,000 | |||||||||
2019 Special Equity Award [Member] | Non-Qualified Stock Options [Member] | Director [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of options to purchase shares | 26,667 | |||||||||
Number of options, granted | $ 234,126 | |||||||||
2021 Equity Plan [Member] | Non-Qualified Stock Options [Member] | Two New Independent Directors [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Non-qualified stock options term | 10 years |
Schedule of U.S. Federal Statut
Schedule of U.S. Federal Statutory Income Tax Rate and Reported Provision for Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income taxes computed at the federal statutory rate | $ (281,000) | $ (369,000) |
States taxes, net of federal benefits | (53,000) | (69,000) |
Permanent differences | (124,000) | (136,000) |
True-up adjustments | 9,000 | 115,000 |
Adjustment to net operating loss | (13,000) | (17,000) |
Change in valuation allowance | 462,000 | 476,000 |
Reported income tax (benefit) expense |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating losses | $ 5,262,000 | $ 4,821,000 |
Equity compensation | 177,000 | 118,000 |
Other deferred tax assets | 141,000 | 169,000 |
Total deferred tax assets | 5,580,000 | 5,108,000 |
Other deferred tax liabilities | (78,000) | (68,000) |
Total deferred tax liabilities | (78,000) | (68,000) |
Net deferred tax assets before valuation allowance | 5,502,000 | 5,040,000 |
Less valuation allowance | (5,502,000) | (5,040,000) |
Net deferred tax assets |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | Feb. 16, 2022 | Feb. 15, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2017 |
Subsequent Event [Line Items] | |||||
Operating loss carryforward | $ 21,091,000 | $ 9,895,000 | |||
Net operating loss carry forward expected to expire amount | $ 11,196,000 | ||||
Net operating loss expiration term | 2034 through 2037 | ||||
NOLs usage against taxable income, percentage | 80.00% | 80.00% | |||
Percentage of ownership change | 50.00% | ||||
NOLs carryforwards term | three-year period | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Proceeds from Issuance of Common Stock | $ 22,000,000 | ||||
Number of warrants issued | 6,572,808 | ||||
Number of warrants issued | 290,557 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 761,670 | ||||
[custom:PercentageOfOverallotment] | 15.00% | ||||
Subsequent Event [Member] | Common Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of warrants issued | 5,811,138 | ||||
Subsequent Event [Member] | Warrant [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of warrants issued | 5,811,138 | ||||
Vesting period, term | 5 years | ||||
Subsequent Event [Member] | Warrant [Member] | Private Placement [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of warrants issued | 1,052,227 | ||||
Number of warrants issued | 290,557 | ||||
Vesting period, term | 5 years | ||||
Exercise price per share | $ 5.1625 | ||||
Subsequent Event [Member] | Warrant [Member] | Over-Allotment Option [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of warrants issued | 761,670 | ||||
Vesting period, term | 5 years | ||||
Exercise price per share | $ 5 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Mar. 20, 2022 | Mar. 11, 2022 | Feb. 16, 2022 | Feb. 15, 2022 | Jan. 17, 2022 | Jan. 03, 2022 | Jan. 03, 2022 | Nov. 04, 2021 | Apr. 30, 2020 | Dec. 31, 2021 | Dec. 30, 2021 | Dec. 31, 2019 | Jan. 17, 2023 | Mar. 28, 2022 | Jan. 16, 2022 | Dec. 29, 2021 | Nov. 03, 2021 | Nov. 02, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 2 years 6 months | ||||||||||||||||||
Number of shares issued during the period | 2,802 | 7,719 | |||||||||||||||||
Common stock, shares issued | 1,600,835 | 240,125,224 | 240,125,244 | 1,576,844 | |||||||||||||||
Common stock, shares outstanding | 1,600,835 | 240,125,224 | 240,125,244 | 1,576,844 | |||||||||||||||
Common Stock, Shares Authorized | 850,000,000 | 850,000,000 | 350,000,000 | 350,000,000 | |||||||||||||||
Preferred Stock, Shares Authorized | 150,000,000 | 150,000,000 | |||||||||||||||||
Exercise price of warrant per share | $ 9.59 | $ 36 | $ 37.50 | ||||||||||||||||
Class of Warrant or Right, Outstanding | 227,719 | 260,727 | 50,417 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Number of shares issued during the period | 2,802 | ||||||||||||||||||
Board of Directors Chairman [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Common Stock, Shares Authorized | 200,000,000 | ||||||||||||||||||
Preferred Stock, Shares Authorized | 25,000,000 | ||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 5,333 | ||||||||||||||||||
Number of warrants vested | 6,667 | ||||||||||||||||||
2021 Equity Incentive Plan [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Number of shares issued during the period | 6,803 | ||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Common stock, shares outstanding | 7,784,444 | ||||||||||||||||||
Common Stock, Shares Authorized | 200,000,000 | 850,000,000 | |||||||||||||||||
Net proceeds from sale of common stock | $ 22,000 | ||||||||||||||||||
Number of shares sold | 6,572,808 | ||||||||||||||||||
Stock issued during period, shares, issued for services | 290,557 | ||||||||||||||||||
Preferred Stock, Shares Outstanding | 0 | ||||||||||||||||||
Class of Warrant or Right, Outstanding | 7,794,154 | ||||||||||||||||||
Non-qualified stock options issued | 223,129 | ||||||||||||||||||
Non-qualified stock options outstanding | 223,129 | ||||||||||||||||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Stock Redeemed or Called During Period, Shares | 1,650 | ||||||||||||||||||
Stock Redeemed or Called During Period, Value | $ 2,016 | ||||||||||||||||||
Number of shares issued upon conversion | 1,650 | ||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Number of shares sold | 5,811,138 | ||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | Series B Preferred Stock [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Number of shares converted | 362,306 | ||||||||||||||||||
Subsequent Event [Member] | Warrant [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Number of shares sold | 5,811,138 | ||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||
Exercise price of warrant per share | $ 5 | ||||||||||||||||||
Number of warrants vested | 532,688 | ||||||||||||||||||
Stock options vesting, period | 5 years | ||||||||||||||||||
Exercise price per share | $ 5 | ||||||||||||||||||
Subsequent Event [Member] | Warrant [Member] | Series B Preferred Stock [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Number of shares converted | 703,069 | ||||||||||||||||||
Number of warrants vested | 170,382 | ||||||||||||||||||
Exercise price, per share | $ 0.01 | ||||||||||||||||||
Subsequent Event [Member] | Underwriters [Member] | Warrant [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Exercise price of warrant per share | $ 5.1625 | ||||||||||||||||||
Stock issued during period, shares, issued for services | 290,557 | ||||||||||||||||||
Warrants maturity date | Feb. 10, 2027 | ||||||||||||||||||
Subsequent Event [Member] | Mr. Brian Knaley [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Unexercised non-qualified stock options, forfeited | 13,333 | ||||||||||||||||||
Subsequent Event [Member] | Employment Agreement [Member] | K. Patel [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Stock options vesting, period | 3 years | ||||||||||||||||||
Exercise price per share | $ 2.20 | ||||||||||||||||||
Unexercised non-qualified stock options, forfeited | 15,000 | ||||||||||||||||||
Subsequent Event [Member] | Employment Agreement [Member] | New Hires [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Stock options vesting, period | 3 years | ||||||||||||||||||
Unexercised non-qualified stock options, forfeited | 6,167 | ||||||||||||||||||
Exercise price range, lower range limit | $ 0.032 | ||||||||||||||||||
Exercise price range, upper range limit | $ 0.046 | ||||||||||||||||||
Subsequent Event [Member] | 2021 Equity Incentive Plan [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Number of stock options issued | 3,125 | ||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 4.80 | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 5 years | ||||||||||||||||||
Subsequent Event [Member] | 2021 Equity Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Number of stock options issued | 3,367 | ||||||||||||||||||
Number of shares issued during the period | 3,367 | ||||||||||||||||||
Subsequent Event [Member] | 2021 Equity Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | Two Directors [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 1,684 | ||||||||||||||||||
Subsequent Event [Member] | 2021 Equity Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | January 17, 2022 [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Number of stock options issued | 1,684 | ||||||||||||||||||
Subsequent Event [Member] | 2021 Equity Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | January 17, 2023 [Member] | |||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||
Number of stock options issued | 1,683 |