Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 13, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Arcimoto Inc | |
Entity Central Index Key | 0001558583 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 | |
Entity Current reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity shell Company | false | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 19,436,389 | |
Entity File Number | 001-38213 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation State Country Code | OR |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 748,406 | $ 4,903,019 |
Accounts receivable, net | 4,628 | |
Inventory | 4,172,853 | 1,703,573 |
Other current assets | 1,952,717 | 1,626,644 |
Total current assets | 6,878,604 | 8,233,236 |
Property and equipment, net | 4,772,716 | 5,809,774 |
Security deposits | 41,988 | 41,988 |
Total assets | 11,693,308 | 14,084,998 |
Current liabilities: | ||
Accounts payable | 1,280,615 | 717,151 |
Accrued liabilities | 1,007,484 | 246,418 |
Customer deposits | 984,324 | 454,624 |
Current portion of capital lease obligations | 414,546 | 383,800 |
Convertible notes payable, related parties | 1,150,907 | |
Convertible notes payable, net of discount | 833,805 | |
Notes payable, net of discount | 3,041,840 | 2,677,076 |
Current portion of deferred revenue | 19,500 | |
Total current liabilities | 8,733,021 | 4,479,069 |
Warranty reserve | 20,900 | 25,200 |
Long-term capital lease obligations, net of current portion | 1,279,706 | 1,513,595 |
Long-term deferred revenue | 85,500 | |
Total long-term liabilities | 1,386,106 | 1,538,795 |
Total liabilities | 10,119,127 | 6,017,864 |
Commitments and contingencies (Note 11) | ||
Stockholders' equity: | ||
Preferred stock value | ||
Common stock, no par value, 60,000,000 authorized, 18,391,945 and 15,032,341 issued and outstanding as of September 30, 2019 and December 31, 2018, respectively. | 34,159,819 | 30,102,738 |
Additional paid-in capital | 1,394,075 | 930,869 |
Accumulated deficit | (33,979,713) | (22,966,473) |
Total stockholders' equity | 1,574,181 | 8,067,134 |
Total liabilities and stockholders' equity | 11,693,308 | 14,084,998 |
Series A-1 Preferred Stock | ||
Stockholders' equity: | ||
Preferred stock value | ||
Total stockholders' equity | ||
Class C Preferred Stock | ||
Stockholders' equity: | ||
Preferred stock value | ||
Total stockholders' equity |
Condensed Balance Sheets (Una_2
Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Preferred stock, par value | ||
Preferred stock, shares authorized | 1,500,000 | |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | ||
Common stock, shares authorized | 60,000,000 | 60,000,000 |
Common stock, shares issued | 18,391,945 | 15,032,341 |
Common stock, shares outstanding | 18,391,945 | 15,032,341 |
Series A-1 Preferred Stock | ||
Preferred stock, par value | ||
Preferred stock, shares authorized | 1,500,000 | 1,500,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class C Preferred Stock | ||
Preferred stock, par value | ||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 2,000,000 | |
Preferred stock, shares outstanding | 2,000,000 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenue | ||||
Product sales - related party | $ 907 | |||
Product sales | 19,900 | 5,793 | 19,900 | 90,875 |
Other revenue | 13,411 | 24,570 | ||
Total revenues | 33,311 | 5,793 | 44,470 | 91,782 |
Cost of goods sold | 66,280 | 31,625 | 71,000 | 127,439 |
Gross loss | (32,969) | (25,832) | (26,530) | (35,657) |
Operating expenses | ||||
Research and development | 2,343,015 | 779,367 | 5,439,610 | 2,190,819 |
Sales and marketing | 309,111 | 385,738 | 831,410 | 1,159,415 |
General and administrative | 1,075,726 | 2,054,062 | 4,068,133 | 4,096,227 |
Total operating expenses | 3,727,852 | 3,219,167 | 10,339,153 | 7,446,461 |
Loss from operations | (3,760,821) | (3,244,999) | (10,365,683) | (7,482,118) |
Other expense and (income) | ||||
Interest expense | 262,291 | 36,984 | 649,812 | 57,506 |
Other income, net | (837) | (35,857) | (2,255) | (76,328) |
Net loss | $ (4,022,275) | $ (3,246,126) | $ (11,013,240) | $ (7,463,296) |
Weighted-average common shares outstanding - basic and diluted | 18,381,328 | 15,973,816 | 17,079,633 | 15,930,152 |
Net loss per common share - basic and diluted | $ (0.22) | $ (0.2) | $ (0.64) | $ (0.47) |
Condensed Statements of Stockho
Condensed Statements of Stockholders' Equity (Unaudited) - USD ($) | Series A-1 Preferred Stock | Class C Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2017 | $ 27,177,790 | $ 519,340 | $ (11,915,458) | $ 15,781,672 | ||
Balance, shares at Dec. 31, 2017 | 15,872,001 | |||||
Issuance of common stock for services | $ 195,450 | 195,450 | ||||
Issuance of common stock for services, shares | 55,000 | |||||
Exercise of stock options | $ 29,258 | 29,258 | ||||
Exercise of stock options, shares | 19,465 | |||||
Warrants exercised - cashless | ||||||
Warrants exercised - cashless, shares | 70,273 | |||||
Stock-based compensation | 185,866 | 185,866 | ||||
Net loss | (7,463,296) | (7,463,296) | ||||
Balance at Sep. 30, 2018 | $ 27,402,498 | 705,206 | (19,378,754) | 8,728,950 | ||
Balance, shares at Sep. 30, 2018 | 16,016,739 | |||||
Balance at Jun. 30, 2018 | $ 27,264,248 | 627,537 | (16,132,629) | 11,759,156 | ||
Balance, shares at Jun. 30, 2018 | 15,919,215 | |||||
Issuance of common stock for services | $ 138,250 | 138,250 | ||||
Issuance of common stock for services, shares | 35,000 | |||||
Stock options exercised - cashless | ||||||
Stock options exercised - cashless, shares | 5,265 | |||||
Warrants exercised - cashless | ||||||
Warrants exercised - cashless, shares | 57,259 | |||||
Stock-based compensation | 77,669 | 77,669 | ||||
Net loss | (3,246,125) | (3,246,125) | ||||
Balance at Sep. 30, 2018 | $ 27,402,498 | 705,206 | (19,378,754) | 8,728,950 | ||
Balance, shares at Sep. 30, 2018 | 16,016,739 | |||||
Balance at Dec. 31, 2018 | $ 30,102,738 | 930,869 | (22,966,473) | 8,067,134 | ||
Balance, shares at Dec. 31, 2018 | 2,000,000 | 15,032,341 | ||||
Issuance of common stock for services | $ 36,782 | 36,782 | ||||
Issuance of common stock for services, shares | 10,947 | |||||
Issuance of common stock for cash | $ 4,264,999 | 4,264,999 | ||||
Issuance of common stock for cash, shares | 1,088,333 | |||||
Exchange of Class C Preferred stock for common stock | ||||||
Exchange of Class C Preferred stock for common stock, shares | (2,000,000) | 2,000,000 | ||||
Exercise of stock options | $ 10,502 | 10,502 | ||||
Exercise of stock options, shares | 3,388 | |||||
Offering costs | $ (255,202) | (255,202) | ||||
Stock options exercised - cashless | ||||||
Stock options exercised - cashless, shares | 53,684 | |||||
Warrants exercised - cashless | ||||||
Warrants exercised - cashless, shares | 203,252 | |||||
Stock-based compensation | 463,206 | 463,206 | ||||
Net loss | (11,013,240) | (11,013,240) | ||||
Balance at Sep. 30, 2019 | $ 34,159,819 | 1,394,075 | (33,979,713) | 1,574,181 | ||
Balance, shares at Sep. 30, 2019 | 18,391,945 | |||||
Balance at Jun. 30, 2019 | $ 34,123,037 | 1,213,059 | (29,957,438) | 5,378,658 | ||
Balance, shares at Jun. 30, 2019 | 18,347,324 | |||||
Issuance of common stock for services | $ 36,782 | 36,782 | ||||
Issuance of common stock for services, shares | 10,947 | |||||
Warrants exercised - cashless | ||||||
Warrants exercised - cashless, shares | 33,674 | |||||
Stock-based compensation | 181,016 | 181,016 | ||||
Net loss | (4,022,275) | (4,022,275) | ||||
Balance at Sep. 30, 2019 | $ 34,159,819 | $ 1,394,075 | $ (33,979,713) | $ 1,574,181 | ||
Balance, shares at Sep. 30, 2019 | 18,391,945 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
OPERATING ACTIVITIES | ||
Net loss | $ (11,013,240) | $ (7,463,296) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 515,659 | 281,600 |
Amortization of debt discount | 242,933 | |
Loss on scrapped Beta FUV finished goods inventory | 147,305 | |
Loss on disposal of property and equipment | 710,290 | 24,486 |
Stock-based compensation | 463,206 | 381,316 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (4,628) | (535) |
Inventory | (2,616,585) | (1,713,022) |
Other current assets | (203,502) | (1,216,829) |
Accounts payable | 600,246 | (592,607) |
Accrued liabilities | 810,038 | 396,683 |
Customer deposits | 529,700 | (4,743) |
Warranty reserve | (4,300) | |
Deferred revenue | 105,000 | |
Net cash used in operating activities | (9,717,878) | (9,906,947) |
INVESTING ACTIVITIES | ||
Purchases of certificates of deposit | (5,250,000) | |
Redemption of certificates of deposit | 10,750,000 | |
Other long-term assets | (38,844) | |
Proceeds from sale of property and equipment | 250 | |
Purchases of property and equipment | (100,041) | (878,109) |
Net cash provided by (used in) investing activities | (100,041) | 4,583,297 |
FINANCING ACTIVITIES | ||
Proceeds from sale of common stock | 4,264,999 | |
Proceeds from the exercise of stock options | 10,502 | 29,259 |
Payment of offering costs | (255,202) | |
Payment of capital lease obligations | (291,993) | (157,815) |
Proceeds from related party convertible notes payable | 1,125,000 | |
Proceeds from convertible notes payable | 810,000 | |
Net cash provided by (used in) financing activities | 5,663,306 | (128,556) |
Net cash decrease for period | (4,154,613) | (5,452,206) |
Cash at beginning of period | 4,903,019 | 7,824,109 |
Cash at end of period | 748,406 | 2,371,903 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid during the period for interest | 117,445 | 36,984 |
Cash paid during the period for income taxes | 150 | 150 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Portion of equipment acquired through capital leases | 88,850 | 2,093,067 |
Accrued interest converted to notes payable | 48,972 | |
Insurance finance agreement | 122,571 | 129,564 |
Equipment purchases in accounts payable | 27,400 | |
Stock issued for payment of services | $ 36,782 | $ 195,450 |
Nature of Operations
Nature of Operations | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | NOTE 1: NATURE OF OPERATIONS Arcimoto, Inc. (the "Company") was originally formed on November 21, 2007 as WTP Incorporated, an Oregon Corporation, and later changed its name to Arcimoto, Inc. The Company was founded in order to build products that catalyze the shift to a sustainable transportation system. The first step in this shift has been developing an affordable, daily utility, pure electric vehicle. Over the past ten years, the Company has developed a revolutionary new vehicle platform designed around the needs of everyday drivers. Its main product is the Fun Utility Vehicle® ("FUV"), the first real, affordable, and fossil-free alternative for the vast majority of daily trips. Compared to the average car, the FUV has dropped 2/3 of the weight and 2/3 of the footprint, in order to bring the joy of ultra-efficient, pure electric driving to the masses. Risks and Uncertainties The Company currently has limited production and distribution capabilities. Facilities to manufacture vehicles on a scale of up to 10,000 vehicles per year are substantially complete, but we have started retail production at one FUV per day. Arcimoto also does not have a history of higher-scale production and may encounter delays, flaws, or inefficiencies in the manufacturing process, which may prevent or delay achieving higher-scale production within the anticipated timeline. Part of the Company's strategy is to use vehicle rentals to generate a positive cash flow from customer test drive activities. As with any strategy, there is the risk that the rental business will not be successful. As of September 30, 2019, the Company has $4,172,853 in inventory and another approximately $1,607,786 in prepaid inventory not received yet. Prepaid inventory is included in other current assets. Certain inventory components are included in prepaid inventory that are long lead time parts requiring payment in advance. The Company has limited experience in developing, training and managing a sales force, and will incur substantial additional expenses marketing its current and future products and services. Developing a full marketing and sales force is also time consuming and could delay launch of future products and services. In addition, the Company will compete with companies that currently have extensive and well-funded marketing and sales operations. The Company's marketing and sales efforts may be unable to compete successfully against these companies. Further, the Company's business and operations are sensitive to general governmental policy, business and economic conditions in the United States and worldwide. A host of factors beyond the Company's control could cause fluctuations in these conditions. Other developments, including but not limited to economic recessions, import tariffs, trends in vehicle manufacturing, consumer taste, availability of inventory, and changes in government policy related to cars and motorcycles, could have a material adverse effect on the Company's financial condition and the results of its operations. The Company's industry is characterized by rapid changes in technology and customer demands. As a result, the Company's products and services may quickly become obsolete and unmarketable. The Company's future success will depend on its ability to adapt to technological advances, anticipate customer demands, develop new products and services and enhance our current products and services on a timely and cost-effective basis. Further, the Company's products and services must remain competitive with those of other companies with substantially greater resources. The Company may experience technical or other difficulties that could delay or prevent the development, introduction or marketing of new products and services or enhanced versions of existing products and services. Also, the Company may not be able to adapt new or enhanced products and services to emerging industry standards, and the Company's new products and services may not be favorably received. In addition, we may not have the capital resources to further the development of existing and/or new products. |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2019 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 2: GOING CONCERN The accompanying financial statements have been prepared on a basis that the Company is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has experienced recurring operating losses and negative operating cash flows since inception. The Company has not achieved positive earnings and operating cash flows to enable the Company to finance its operations internally. Funding for the business to date has come primarily through the issuance of debt and equity securities. The Company will require additional funding to continue to operate in the normal course of business. Accordingly, there is substantial doubt about the Company's ability to continue as a going concern. Although the Company's objective is to increase its revenues from the sales of its products within the next few years sufficient to generate positive operating and cash flow levels, there can be no assurance that the Company will be successful in this regard. The Company will need to raise additional capital in order to fund its operations, which it intends to obtain through debt and/or equity offerings. Funds on hand and any follow-on capital, will be used to invest in our business to expand sales and marketing efforts, including company owned and franchise rental operations and the systems to support them, enhance our current product lines by continuing research and development ("R&D") to enhance and reduce the cost of the FUV and to bring future variants to retail production, continue to build out and optimize our production facility, debt repayment, and fund operations until positive cash flow is achieved. The need for additional capital may be adversely impacted by uncertain market conditions or approval by regulatory bodies. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Unaudited Interim Financial Information The accompanying unaudited financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information, and pursuant to the instructions to Form 10-Q promulgated by the United States Securities and Exchange Commission (the "SEC"). Accordingly, they do not include all information and disclosures required by GAAP for complete financial statement presentation. In the opinion of management, the accompanying condensed financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the Company's financial position as of September 30, 2019, and the results of its operations for the three and nine months ended September 30, 2019 and 2018 and its cash flows for the nine months ended September 30, 2019 and 2018. Results for the three and nine months ended September 30, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2018 included in the Company's Annual Report on Form 10-K filed with the SEC on March 29, 2019. Basis of Presentation The accounting and reporting policies of the Company conform with GAAP. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Fair Value Measurements The Company's financial instruments consist primarily of cash and capital lease obligations. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. The estimated fair value is not necessarily indicative of the amounts the Company would realize in a current market exchange or from future earnings or cash flows. The Company adopted Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 820-10, Fair Value Measurements and Disclosures The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity specific information and establishes a three-level hierarchy for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date. The three-level hierarchy for fair value measurements is defined as follows: ● Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; and ● Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement. Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The carrying amounts reported in the accompanying financial statements for current assets and current liabilities approximate the fair value because of the immediate or short-term maturities of the financial instruments. As of September 30, 2019 and December 31, 2018, the Company did not have any level 2 or level 3 instruments. Inventory Inventory is stated at the lower of cost (using the first-in, first-out method ("FIFO")) or market. Inventories consist of purchased electric motors, electrical storage and transmission equipment, and component parts. September 30, December 31, 2019 2018 Raw materials and component parts $ 3,866,302 $ 1,531,032 Work-in-progress 270,403 15,683 Finished goods 36,148 156,858 Total $ 4,172,853 $ 1,703,573 Beta FUVs previously held in finished goods were scrapped for approximately $147,000 and written off during the quarter ended September 30, 2019, which is in addition to the disposal disclosed in Note 5. Offering Costs The Company accounts for offering costs in accordance with FASB ASC 340, Other Assets and Deferred Costs Customer Deposits Non-refundable customer deposits are comingled with operating funds. Refundable customer deposits are generally held in a separate deposit account. Revenue is not recognized on customer deposits until the deposit is applied to a non-refundable vehicle order, the vehicle manufacturing process is completed, when control of the vehicle passes to the customer. Deferred Revenue Deferred revenues represent cash collected in advance of the revenues being earned for distributor licensing arrangements and franchise fees. Revenue Recognition The Company recognizes revenue when the earnings process is complete. This generally occurs when products are ready for pickup by or delivery to the customer via common carrier or when the FUV is shipped in a company owned vehicle, when delivery is completed, in accordance with the sales agreement or purchase order, which is when control of the vehicle passes to the customer. The Company's shipping terms are generally F.O.B. shipping point, where title is transferred, and revenue is recognized when the products are shipped to or picked up by customers. Revenues related to distributor licensing arrangements are generally recognized over the term of the agreement, except for specific products and services specified as part of the agreement, for which revenue may be accelerated based on when the earnings process is complete. Distributor and Franchise fee revenue is recognized over the term of the agreements which is generally 10 years for franchises and 4 years for distributors. We have determined that any services provided to our franchise partners are not distinct from the franchise rights granted in the franchise agreement and are combined into a single performance obligation. Research and Development Costs relating to R&D are expensed as incurred. R&D expenses consisted of approximately $2,343,000 and $5,440,000, for the three and nine month periods ended September 30, 2019, respectively, and $779,000 and $2,191,000, for the three and nine month periods ended September 30, 2018, respectively. Net Earnings or Loss per Share The Company's computation of earnings (loss) per share ("EPS") includes basic and diluted EPS. Basic EPS is measured as the income (loss) available to common shareholders divided by the weighted average number of common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., common stock warrants and common stock options) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. Loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the respective periods. Basic and diluted loss per common share is the same for all periods presented because all common stock warrants and common stock options outstanding were anti-dilutive. At September 30, 2019 and 2018, the Company excluded the outstanding Employee Equity Plans ("EEP") and other securities summarized below, which entitled the holders thereof to ultimately acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive. September 30, September 30, EEP Warrants to purchase common stock 647,316 893,004 EEP Stock options to purchase common stock 1,713,781 1,497,472 Notes convertible into common stock 474,433 - Investor warrants to purchase common stock 942,857 - Underwriters warrants 122,238 122,238 Warrants issued to vendors outside of employee plans 47,000 47,000 Total 3,947,625 2,559,714 Recent Accounting Pronouncements The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company's financial reporting, the Company undertakes a study to determine the consequences of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company's financial statements properly reflect the change. In June 2018, the FASB issued ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. The amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity's adoption date of Topic 606. The Company expects to adopt the new standard on January 1, 2020. The Company anticipates the adoption will not have a material impact on its financial statements. In August 2018, the FASB issued Accounting Standards Update ("ASU") 2018-13, "Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement". ASU 2018-13 removes certain disclosures, modifies others and introduces additional disclosure requirements for entities. The amendments in ASU 2018-13 for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. We do not believe the adoption of ASU 2018-13 will have a material effect on our financial statements and their disclosures. In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)" ("ASU 2016-02") which supersedes ASC Topic 840, Leases. ASU 2016-02 requires lessees to recognize a right-of-use asset and a lease liability on their balance sheets for all the leases with terms greater than twelve months. Based on certain criteria, leases will be classified as either financing or operating, with classification affecting the pattern of expense recognition in the income statement. For leases with a term of twelve months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. ASU 2016-02 has been delayed until fiscal years beginning after December 15, 2020 for smaller reporting companies, and interim periods within beginning after December 15, 2022. We will adopt this new standard on January 1, 2021. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. In July 2018, the FASB issued ASU No. 2018-11, "Leases (Topic 842): Targeted Improvements" that allows entities to apply the provisions of the new standard at the effective date (e.g. January 1, 2019), as opposed to the earliest period presented under the modified retrospective transition approach (January 1, 2017) and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The modified retrospective approach includes a number of optional practical expedients primarily focused on leases that commenced before the effective date of Topic 842, including continuing to account for leases that commence before the effective date in accordance with previous guidance, unless the lease is modified. The Company currently expects that most of its operating lease commitments will be subject to the new standard and recognized as operating lease liabilities and right-of-use assets upon its adoption of Topic 842, which will increase the total assets and total liabilities that the Company reports relative to such amounts prior to adoption. |
Concentrations
Concentrations | 9 Months Ended |
Sep. 30, 2019 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | NOTE 4: Concentrations Payables As of September 30, 2019, and December 31, 2018, the Company had one and two, respectively, significant vendors that accounted for more than 10% of the Company's payables balances. As of September 30, 2019, this vendor accounted for 26% of payable balances. As of December 31, 2018, these vendors accounted for 13% and 23% of payable balances. The loss of these vendors would not have a significant impact on the Company's operations. Purchases/Inventory As of September 30, 2019, and December 31, 2018, the Company had three and two, respectively, significant vendors that accounted for more than 10% of the Company's inventory balances. As of September 30, 2019 these vendors accounted for 10%, 19% and 22% of inventory balances. As of December 31, 2018, these vendors accounted for 12% and 16% of inventory balances. The loss of these vendors would not have a significant impact on the Company's operations. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5: PROPERTY AND EQUIPMENT As of September 30, 2019 and December 31, 2018, our property and equipment consisted of the following: September 30, December 31, Computer equipment and software $ 61,992 $ 51,594 Furniture and fixtures 46,839 46,839 Machinery and equipment 4,578,519 4,683,529 FUV rental fleet - 71,998 Leasehold improvements 349,008 349,008 Fixed assets in process 671,922 1,082,345 5,708,280 6,285,313 Less: accumulated depreciation (935,564 ) (475,539 ) Total $ 4,772,716 $ 5,809,774 Fixed assets in process is comprised primarily of leasehold improvements, tooling and equipment related to the manufacturing of our vehicles. Completed assets are transferred to their respective asset class and depreciation begins when the asset is ready for its intended use. During the three months ended September 30, 2019, the Company recorded a loss on disposal of property and equipment of approximately $710,000 Depreciation expense was approximately $173,000 and $516,000 during the three and nine months ended September 30, 2019, respectively, and was approximately $121,000 and $281,000 during the three and nine months ended September 30, 2018, respectively. |
Capital Lease Obligations
Capital Lease Obligations | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
CAPITAL LEASE OBLIGATIONS | NOTE 6: CAPITAL LEASE OBLIGATIONS As of September 30, 2019, the Company has financed a total of approximately $2,232,000 of its capital equipment purchases with monthly payments ranging from $437 to $8,582, repayment terms ranging from 48 to 60 months, and effective interest rates ranging from 4.52% to 9.86%. Total monthly capital lease payments as of September 30, 2019 are approximately $46,100. These lease obligations mature ranging from December 2021 through February 2024 and are secured by approximately $2,814,000 in underlying assets which have approximately $359,000 in accumulated depreciation as of September 30, 2019. The balance of capital lease obligations was approximately $1,694,000 and $1,897,000 as of September 30, 2019 and December 31, 2018, respectively. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 7: NOTES PAYABLE On December 27, 2018, the Company entered into a Subscription Agreement (the "Subscription Agreement") with FOD Capital, LLC, a Florida limited liability company (the "Investor"), pursuant to which the Company issued to the Investor (i) 500,000 shares of its common stock, no par value per share at a purchase price of $3.00 per share (the "Shares"), (ii) a warrant to purchase up to 942,857 shares of common stock at $3.50 per share (the "Warrant"), and (iii) a senior secured note in the principal amount of $3,000,000 (the "Note"). See Note 8 for additional details. On September 12, 2019, the Company issued and additional $500,000 note ("additional Note") to the Investor, net of $15,000 discount. The additional Note principal plus accrued interest is convertible into the Company's common stock at a conversion price of per share of $4.25. Between July 11, 2019 and July 15, 2019, the Company entered into subscription agreements (each a "Subscription Agreement" and, collectively, the "Subscription Agreements"), pursuant to which the Company issued notes in original principal amount of $600,000 (U.S.) (each a "Note" and, collectively, the "Notes"). Of the $600,000 Notes issued $325,000 were to related parties. The principal amount due under each Note was due and payable on the two-month anniversary of the date of each Note (the "Maturity Date"): in (a) cash, (b) the Company's common stock (valued at a price of $4.25 per share) or (c) in the event the Company issues convertible promissory notes to third parties before the Maturity Date, in a convertible promissory note on the same terms as purchased by such third parties; in each case at the election of the holder of the Note. Each Note also bore interest, payable at the Maturity Date, equal to $100,000 multiplied by the remainder of (i) the amount of the Note divided by (ii) $600,000. Interest was payable on each Note in: (a) the Company's common stock (valued at $4.25 per share) or (b) in the event the Company issued convertible promissory notes to third parties before the Maturity Date, in a convertible promissory note on the same terms as purchased by the third parties; in each case at the election of the holder. On August 14, 2019, the $600,000 in principal and accrued interest of $48,972 on the Notes were exchanged into $648,972 in principal amount of convertible promissory notes ("New Notes"). The principal amount of the New Notes is due and payable on the one year anniversary of the date of the New Notes in (a) cash or (b) the Company's common stock at a price of $4.25 per share, at the election of the holder of the New Notes. Interest on the New Notes accrues at an annual rate of 10%, compounded monthly. Between August 14, 2019 and September 27, 2019, the Company issued additional notes with the New Notes terms in the original principal amount of $850,000, of which 800,000 was to related parties. The Company may prepay the indebtedness at any time. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2019 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 8: STOCKHOLDERS' EQUITY Preferred Stock The Company is authorized to issue 5,000,000 shares of preferred stock, no par value, of which 1,500,000 shares were designated as Series A-1 Preferred Stock and 2,000,000 are designated as Class C Preferred Stock. The Series A-1 Preferred Stock is convertible at any time after issuance at the option of the holder into shares of common stock at the original issue price of the Series A-1 Preferred Stock. The Series A-1 Preferred Stock is also subject to mandatory conversion provisions upon an initial public offering raising $15 million or more and is not redeemable. To prevent dilution, the conversion price of the Series A-1 Preferred Stock is to be adjusted for any issuance of securities, excluding exempt securities, which change the number of shares of common stock outstanding. The Series A-1 Preferred Stockholders are entitled to equal voting rights to common stockholders on an as-converted basis and receive preference to the common stockholders upon liquidation. The Series A-1 Preferred Stock was converted to common stock in July 2017, prior to the Regulation A offering and listing. As a result of the share exchange agreement described below, the Company issued 2,000,000 shares of Class C Preferred Stock on November 15, 2018 in the exchange noted below. These 2,000,000 shares of Class C Preferred Stock were exchanged back to an equal number of shares of common stock on May 13, 2019, upon the filing of an amendment to the Company's Second Amended and Restated Articles of Incorporation that increased the number of authorized shares of common stock. Except as otherwise required by law or expressly provided in the Company's Second Amended and Restated Articles of Incorporation, as amended, each share of Class C Preferred Stock has one vote for the election of directors and on all matters submitted to a vote of shareholders of the Company. The Company is not obligated to redeem or repurchase any shares of Class C Preferred Stock. Shares of Class C Preferred Stock are not otherwise entitled to any redemption rights, or mandatory sinking fund or analogous fund provisions. Common Stock At the May 11, 2019 annual meeting of shareholders (the "2019 Annual Meeting"), the shareholders approved an increase in the number of authorized common shares from 20,000,000 to 60,000,000, which also triggered the automatic conversion of the 2,000,000 shares of Class C Preferred Stock to common stock described above. The Company has reserved a total of 3,482,031 shares of its common stock pursuant to the equity incentive plans (see Note 9). The Company has 2,316,097 and 2,236,893 stock options and warrants outstanding under these plans as of September 30, 2019 and December 31, 2018, respectively. As of September 30, 2019, the Company has reserved an additional 942,857 shares of its common stock for warrants pursuant to the Subscription Agreement discussed above, 122,238 shares for underwriter warrants associated with the 2017 Regulation A offering, and 47,000 warrants to consultants. As of September 30, 2019, these warrants were fully vested. Common Stock Issued for Compensation During the nine months ended September 30, 2019 and 2018, the Company issued 10,947 and 55,000 restricted common shares for services with a fair value of $36,782 and $195,450, respectively. The shares were valued based on the stock price at the time of the grant when the performance commitment was complete. The shares issued during the nine months ended September 30, 2019 were to settle existing accounts payable. Exercise of Stock Options and Warrants On January 31, 2018, 14,200 employee options were exercised at a price per share of $2.0605 for total proceeds to the Company of $29,258. During the nine months ended September 30, 2019, a total of 3,388 employee options were exercised at a price per share of $3.10 for total proceeds to the Company of $10,502. During the nine months ended September 30, 2019, a total of 245,688 employee warrants, 75,688 with an exercise price of $0.50 per share and 170,000 with an exercise price of $0.9375 per share were exercised in cashless transactions at market prices ranging from $3.162 to $5.212 per share, which was based on the average of the Company's daily closing prices surrounding the transaction dates. The transactions resulted in the issuance of a total of 203,252 shares of the Company's common stock. During the nine months ended September 30, 2018, a total of 80,000 employee warrants with an exercise price of $0.50 per share were exercised in cashless transactions at market prices between $3.77756 and $4.403 per share, which was based on the average of the Company's daily closing prices surrounding the transaction dates amounting to the issuance of a total of 70,273 shares of the Company's common stock. During the nine months ended September 30, 2019, a total of 119,637 employee options, with exercise prices ranging from $2.0605 to $3.10 per share were exercised in cashless transactions at market prices ranging from $2.864 to $5.212 per share, which was based on the average of the Company's daily closing prices surrounding the transaction dates. The transactions resulted in the issuance of a total of 53,684 shares of the Company's common stock. During the nine months ended September 30, 2018, a total of 13,000 employee options, with an exercise price of $2.50 per share were exercised in a cashless transaction at a market price of $4.202 per share, which was based on the average of the Company's daily closing prices surrounding the transaction date. The transaction resulted in the issuance of a total of 5,265 shares of the Company's common stock. Public Offering of Common Stock On March 25, 2019, the Company entered into Subscription Agreements with certain investors relating to a public offering of 800,000 shares of common stock directly to investors, for an offering price of $4.25 a share. The gross proceeds of $3,400,000 were offset by approximately $255,000 in various legal and transaction fees. The March 25, 2019 offering was made pursuant to the Company's registration statement on Form S-3, previously filed with the Securities and Exchange Commission (the "SEC") on October 3, 2018, and declared effective by the SEC on October 17, 2018, a base prospectus forming a part of the effective registration statement, and a prospectus supplement dated March 25, 2019. Private Offering of Common Stock During January and February 2019, the Company entered into Subscription Agreements, with four independent investors, pursuant to which the Company issued to the Investors at total of 288,333 shares of its common stock, no par value per share at a purchase price of $3.00 per share, pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). Entry into a Material Definitive Agreement On December 27, 2018, the Company entered into a Subscription Agreement with the Investor, pursuant to which the Company issued to the Investor (i) 500,000 shares of its common stock, no par value per share at a purchase price of $3.00 per share (the "Shares"), (ii) a warrant to purchase up to 942,857 shares of common stock at $3.50 per share (the "Warrant"), and (iii) a senior secured note in the principal amount of $3,000,000 (the "2018 Note"). The Shares, Warrant and 2018 Note were purchased together by the Investor for an aggregate amount of $4.5 million but were issued separately (collectively, the "Transaction"). The Company offered the Shares and Warrant in a public offering pursuant to the Company's registration statement filed with the SEC that was declared effective on October 17, 2018, as well as the prospectus supplement filed on December 27, 2018. The Shares were issued for an aggregate purchase price of $1,500,000. In connection with the Share issuance, the Company granted the Investor with the exclusive option on the franchise rights for the lower Florida Keys, subject to the terms contained in the Company's standard franchise agreement. The Warrant has a 3-year term. The Company reserved 942,857 shares of common stock for issuance pursuant to the potential exercise of the Warrant and, so long as the Warrant remains outstanding, the Company will keep reserved for issuance under the Warrant that number of shares of Common Stock at least equal to the maximum number of shares of common stock as shall be necessary to satisfy the Company's obligation to issue shares of common stock under the Warrant then outstanding (without regard to any limitations on exercise). The warrant was valued based on the Black-Scholes option pricing model using similar inputs to those described in Note 9, other than the contractual life which was based on the term of the warrant. The relative fair value of the warrant in relation to the debt and equity component of the Transaction was $111,374. The 2018 Note is secured by a perfected first secured lien on all the Company's assets except for equipment assets securing existing or future leases. Interest will accrue at 10% per annum and will be paid at maturity or payoff of the 2018 Note, with a minimum of one year of interest paid at such time. The 2018 Note matures on December 27, 2019 and, subject to certain conditions, can be extended for an additional six months upon payment of $300,000 to the Investor by the Company. In connection with the 2018 Note, the Company entered into a Security Agreement, an Intellectual Property Security Agreement and a Collateral Assignment of Lease Agreement, each dated as of December 27, 2018 (collectively, the "Collateral Documents"). The short-term note was recorded with an original issue discount of $322,942 which will be amortized as interest expense over the 2018 Note's twelve-month term. The discount is based on the allocation of costs and warrants associated with the Transaction. The discount will be amortized in 2019 through the date of maturity. On September 12, 2019, Arcimoto, Inc. (the "Company") entered into an Amended and Restated Subscription Agreement (the "Restated Subscription Agreement") with the Investor, which amended and restated that certain Subscription Agreement dated December 27, 2018 by and among the Company and the Investor (the "Original Agreement"). Pursuant to the Restated Subscription Agreement and in addition to the issuances under the Original Agreement, the Company issued to the Investor a convertible note in the principal amount of $500,000 (the "Convertible Note") for an additional purchase price of $500,000. The Convertible Note matures on September 12, 2020, provided, that the Convertible Note may convert into the Company's common stock at any time at the option of the Investor at a rate of $4.25 per share. In connection with the Restated Subscription Agreement, the Company also granted the Investor franchise rights for the Florida Keys, subject to certain modifications to the terms of the Company's standard franchise agreement including, but not limited to, a right of first refusal for any Company rental franchise in the South Beach Region of Miami Beach, Florida. The Convertible Note is secured by a perfected first secured lien on all of our assets. In connection with the Original Agreement, the Company entered into the Collateral Documents, each of which apply to the Convertible Note pursuant to the Restated Subscription Agreement. The Convertible Note is included in the New Convertible Notes discussed in Note 7. |
Stock-Based Payments
Stock-Based Payments | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED PAYMENTS | NOTE 9: STOCK-BASED PAYMENTS The Company grants stock options and warrants pursuant to the 2018 Omnibus Stock Incentive Plan ("2018 Plan"), Amended and Restated 2015 Stock Incentive Plan ("2015 Plan") and the Second Amended and Restated 2012 Employee Stock Benefit Plan ("2012 Plan"). The Company measures employee stock-based awards at grant-date fair value and recognizes employee compensation expense on a straight-line basis over the vesting period of the award. Grants to non-employees are expensed at the earlier of (i) the date at which a commitment for performance by the counterparty to earn the equity instrument is reached and (ii) the date at which the counterparty's performance is complete. Determining the appropriate fair value of stock-based awards requires the input of subjective assumptions, including the fair value of the Company's common stock, and for stock options, the expected life of the option, and expected stock price volatility. The Company uses the Black-Scholes option pricing model to value its stock option awards. The assumptions used in calculating the fair value of stock-based awards represent management's best estimates and involve inherent uncertainties and the application of management's judgment. As a result, if factors change and management uses different assumptions, stock-based compensation expense could be materially different for future awards. The Company uses the following inputs when valuating stock-based awards. The expected life of employee stock options was estimated using the "simplified method," as the Company has insufficient historical information to develop reasonable expectations about future exercise patterns and employment duration for its stock option grants. The simplified method is based on the average of the vesting tranches and the contractual life of each grant. The expected life of awards that vest immediately use the contractual maturity since they are vested when issued. For stock price volatility, the Company uses public company compatibles as a basis for its expected volatility to calculate the fair value of option grants. The risk-free interest rate is based on U.S. Treasury notes with a term approximating the expected life of the option at the grant-date. Stock-based compensation, including stock-options, warrants and stock issued for compensation and services is included in the statement of operations as follows: Three months ended Nine months ended 2019 2018 2019 2018 Research and development $ 52,359 $ 28,418 $ 125,925 $ 85,429 Sales and marketing 23,849 11,588 61,455 83,961 General and administrative 104,808 175,913 275,826 211,926 Total $ 181,016 $ 215,919 $ 463,206 $ 381,316 2018 Omnibus Stock Incentive Plan The 2018 Plan was approved by the Board of Directors and then the Company's shareholders at the Company's 2018 annual meeting of shareholders held on June 9, 2018. At the 2019 Annual Meeting, the shareholders approved an additional 1,000,000 shares of common stock to be issued under the 2018 Plan. The 2018 Plan provides the Company the ability to grant to employees, directors, consultants or advisors shares of common stock of the Company through the grant of equity awards, including, but not limited to, options that are incentive stock options or NQSOs and restricted stock, provided that only employees are entitled to receive incentive stock options in accordance with IRS guidelines. The Company reserved 2,000,000 shares of common stock under the 2018 Plan. Awards that are forfeited generally become available for grant under the 2018 Plan. During the nine months ended September 30, 2019, the Company granted 498,600 options under the 2018 Plan. These options had an exercise price of $4.52 and vest over three years. The total grant date fair value of these options was $963,929. As of September 30, 2019, 899,150 stock options are outstanding and 1,100,850 shares were available for issuance under the 2018 Plan. See below for the range of variables used in assessing the fair value at the grant date for the options issued under the 2018 Plan: April 5, Annual dividend yield - Expected life (years) 6.0 Risk-free interest rate 2.36 % Expected volatility 40.9 % Employee stock-based compensation expense under the 2018 Plan included in operating expenses for the three and nine months ended September 30, 2019 was $132,335 and $338,278, respectively. Total compensation cost related to non-vested awards issued under the 2018 Plan not yet recognized as of September 30, 2019 was approximately $1,198,838 and will be recognized on a straight-line basis through April 2022 based on the respective vesting periods. The amount of future stock option compensation expense could be affected by any future option grants or forfeitures. 2015 Stock Incentive Plan The 2015 Plan provides the Company the ability to grant to employees, directors, consultants or advisors shares of common stock of the Company through the grant of options that are incentive stock options or NQSOs and/or the grant of restricted stock, provided that only employees are entitled to receive incentive stock options in accordance with IRS guidelines. One million shares of common stock were authorized for issuance under the 2015 Plan. Awards that are forfeited generally become available for grant under the 2015 Plan. As of September 30, 2019, 814,631 shares of common stock were reserved for issuance pursuant to stock options that are outstanding and 8,088 shares remain available for issuance pursuant to future awards that might be made under the 2015 Plan. During the nine months ended September 30, 2019, 141,600 options were granted under the 2015 Plan with a grant date fair value of $273,751. See below for the range of variables used in assessing the fair value at the grant date for the options issued during the nine months ended September 30, 2019: April 5, Annual dividend yield - Expected life (years) 6.0 Risk-free interest rate 2.36 % Expected volatility 40.9 % Employee stock-based compensation expense included in operating expenses for the three and nine months ended September 30, 2019 related to the 2015 Plan was $48,681 and $124,928, respectively. Total compensation cost related to non-vested awards not yet recognized as of September 30, 2019 was $299,722 and will be recognized on a straight-line basis through April 2022 based on the respective vesting periods. The amount of future stock option compensation expense could be affected by any future option grants or forfeitures. 2012 Employee Stock Benefit Plan The 2012 Plan provides the Company the ability to grant to directors, employees, consultants, advisors or independent contractors shares of common stock of the Company through the grant of warrants and/or the grant of common stock. The Company originally reserved 1,000,000 shares of common stock for issuance under the 2012 Plan. Awards that are forfeited generally become available for grant under the 2012 Plan. As of September 30, 2019, 647,316 shares of common stock were reserved for issuance pursuant to warrants that are issued and outstanding under the 2012 Plan and 11,996 shares remain available for issuance pursuant to future awards that might be made under the 2012 Plan. Warrants expire 10 to 15 years from the grant date and were vested when issued. |
Customer Deposits
Customer Deposits | 9 Months Ended |
Sep. 30, 2019 | |
Other Liabilities Disclosure [Abstract] | |
CUSTOMER DEPOSITS | NOTE 10: CUSTOMER DEPOSITS The Company has received customer deposits ranging from $100 to $10,100 per vehicle for Retail Series production vehicles and $42,000 per vehicle for Signature Series vehicles for purposes of securing a vehicle production slot. As of September 30, 2019 and December 31, 2018, the Company's balance of deposits received was approximately $984,000 and $455,000, respectively. As of September 30, 2019 and December 31, 2018, $405,324 and $370,624, respectively, of these deposits were refundable upon demand. Deposits are included in current liabilities in the accompanying balance sheets. When a customer's order is ready to enter the production process, the customer is notified that if they would like to proceed with the purchase of a vehicle, their deposit will no longer be refundable and any additional deposit required must be paid prior to the start of the manufacturing process. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 11: COMMITMENTS AND CONTINGENCIES Litigation On March 11, 2018, the Company was served with a lawsuit entitled John R Switzer vs W.R. Hambrecht & Co. LLC et al. Jay Mendelson v. Arcimoto, Inc Mendelson Switzer |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12: SUBSEQUENT EVENTS On November 7, 2019, we filed a Registration Statement on Form S-1 with the SEC. On October 8, 2019, we issued to certain institutional investors in a registered direct offering an aggregate of 1,044,444 shares of our common stock at a purchase price per share of $2.25 for aggregate gross proceeds of approximately $2.35 million, and in a concurrent private placement pursuant to the exemption provided in Section 4(a)(2) under the Securities Act, and Rule 506(b) promulgated thereunder, issued to the investors warrants to purchase up to 1,044,444 shares of common stock at an exercise price per share of $2.83 per share. H.C. Wainwright & Co., LLC acted as exclusive agent for the offerings, and received a placement fee equal to 7.5% of the gross proceeds received by us in the offerings. The net proceeds from the offerings were used for general corporate purposes, including to cover our operating expenses and inventory. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The accompanying unaudited financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information, and pursuant to the instructions to Form 10-Q promulgated by the United States Securities and Exchange Commission (the "SEC"). Accordingly, they do not include all information and disclosures required by GAAP for complete financial statement presentation. In the opinion of management, the accompanying condensed financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the Company's financial position as of September 30, 2019, and the results of its operations for the three and nine months ended September 30, 2019 and 2018 and its cash flows for the nine months ended September 30, 2019 and 2018. Results for the three and nine months ended September 30, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2018 included in the Company's Annual Report on Form 10-K filed with the SEC on March 29, 2019. |
Basis of Presentation | Basis of Presentation The accounting and reporting policies of the Company conform with GAAP. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Fair Value Measurements | Fair Value Measurements The Company's financial instruments consist primarily of cash and capital lease obligations. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. The estimated fair value is not necessarily indicative of the amounts the Company would realize in a current market exchange or from future earnings or cash flows. The Company adopted Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 820-10, Fair Value Measurements and Disclosures The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity specific information and establishes a three-level hierarchy for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date. The three-level hierarchy for fair value measurements is defined as follows: ● Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly, including inputs in markets that are not considered to be active; and ● Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement. Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The carrying amounts reported in the accompanying financial statements for current assets and current liabilities approximate the fair value because of the immediate or short-term maturities of the financial instruments. As of September 30, 2019 and December 31, 2018, the Company did not have any level 2 or level 3 instruments. |
Inventory | Inventory Inventory is stated at the lower of cost (using the first-in, first-out method ("FIFO")) or market. Inventories consist of purchased electric motors, electrical storage and transmission equipment, and component parts. September 30, December 31, 2019 2018 Raw materials and component parts $ 3,866,302 $ 1,531,032 Work-in-progress 270,403 15,683 Finished goods 36,148 156,858 Total $ 4,172,853 $ 1,703,573 Beta FUVs previously held in finished goods were scrapped for approximately $147,000 and written off during the quarter ended September 30, 2019, which is in addition to the disposal disclosed in Note 5. |
Offering Costs | Offering Costs The Company accounts for offering costs in accordance with FASB ASC 340, Other Assets and Deferred Costs |
Customer Deposits | Customer Deposits Non-refundable customer deposits are comingled with operating funds. Refundable customer deposits are generally held in a separate deposit account. Revenue is not recognized on customer deposits until the deposit is applied to a non-refundable vehicle order, the vehicle manufacturing process is completed, when control of the vehicle passes to the customer. |
Deferred Revenue | Deferred Revenue Deferred revenues represent cash collected in advance of the revenues being earned for distributor licensing arrangements and franchise fees. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when the earnings process is complete. This generally occurs when products are ready for pickup by or delivery to the customer via common carrier or when the FUV is shipped in a company owned vehicle, when delivery is completed, in accordance with the sales agreement or purchase order, which is when control of the vehicle passes to the customer. The Company's shipping terms are generally F.O.B. shipping point, where title is transferred, and revenue is recognized when the products are shipped to or picked up by customers. Revenues related to distributor licensing arrangements are generally recognized over the term of the agreement, except for specific products and services specified as part of the agreement, for which revenue may be accelerated based on when the earnings process is complete. Distributor and Franchise fee revenue is recognized over the term of the agreements which is generally 10 years for franchises and 4 years for distributors. We have determined that any services provided to our franchise partners are not distinct from the franchise rights granted in the franchise agreement and are combined into a single performance obligation. |
Research and Development | Research and Development Costs relating to R&D are expensed as incurred. R&D expenses consisted of approximately $2,343,000 and $5,440,000, for the three and nine month periods ended September 30, 2019, respectively, and $779,000 and $2,191,000, for the three and nine month periods ended September 30, 2018, respectively. |
Net Earnings or Loss per Share | Net Earnings or Loss per Share The Company's computation of earnings (loss) per share ("EPS") includes basic and diluted EPS. Basic EPS is measured as the income (loss) available to common shareholders divided by the weighted average number of common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., common stock warrants and common stock options) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. Loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the respective periods. Basic and diluted loss per common share is the same for all periods presented because all common stock warrants and common stock options outstanding were anti-dilutive. At September 30, 2019 and 2018, the Company excluded the outstanding Employee Equity Plans ("EEP") and other securities summarized below, which entitled the holders thereof to ultimately acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive. September 30, September 30, EEP Warrants to purchase common stock 647,316 893,004 EEP Stock options to purchase common stock 1,713,781 1,497,472 Notes convertible into common stock 474,433 - Investor warrants to purchase common stock 942,857 - Underwriters warrants 122,238 122,238 Warrants issued to vendors outside of employee plans 47,000 47,000 Total 3,947,625 2,559,714 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company's financial reporting, the Company undertakes a study to determine the consequences of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company's financial statements properly reflect the change. In June 2018, the FASB issued ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. The amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity's adoption date of Topic 606. The Company expects to adopt the new standard on January 1, 2020. The Company anticipates the adoption will not have a material impact on its financial statements. In August 2018, the FASB issued Accounting Standards Update ("ASU") 2018-13, "Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement". ASU 2018-13 removes certain disclosures, modifies others and introduces additional disclosure requirements for entities. The amendments in ASU 2018-13 for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. We do not believe the adoption of ASU 2018-13 will have a material effect on our financial statements and their disclosures. In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)" ("ASU 2016-02") which supersedes ASC Topic 840, Leases. ASU 2016-02 requires lessees to recognize a right-of-use asset and a lease liability on their balance sheets for all the leases with terms greater than twelve months. Based on certain criteria, leases will be classified as either financing or operating, with classification affecting the pattern of expense recognition in the income statement. For leases with a term of twelve months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. ASU 2016-02 has been delayed until fiscal years beginning after December 15, 2020 for smaller reporting companies, and interim periods within beginning after December 15, 2022. We will adopt this new standard on January 1, 2021. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. In July 2018, the FASB issued ASU No. 2018-11, "Leases (Topic 842): Targeted Improvements" that allows entities to apply the provisions of the new standard at the effective date (e.g. January 1, 2019), as opposed to the earliest period presented under the modified retrospective transition approach (January 1, 2017) and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The modified retrospective approach includes a number of optional practical expedients primarily focused on leases that commenced before the effective date of Topic 842, including continuing to account for leases that commence before the effective date in accordance with previous guidance, unless the lease is modified. The Company currently expects that most of its operating lease commitments will be subject to the new standard and recognized as operating lease liabilities and right-of-use assets upon its adoption of Topic 842, which will increase the total assets and total liabilities that the Company reports relative to such amounts prior to adoption. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of inventory | September 30, December 31, 2019 2018 Raw materials and component parts $ 3,866,302 $ 1,531,032 Work-in-progress 270,403 15,683 Finished goods 36,148 156,858 Total $ 4,172,853 $ 1,703,573 |
Schedule of outstanding securities excluded from calculation of earnings per share | September 30, September 30, EEP Warrants to purchase common stock 647,316 893,004 EEP Stock options to purchase common stock 1,713,781 1,497,472 Notes convertible into common stock 474,433 - Investor warrants to purchase common stock 942,857 - Underwriters warrants 122,238 122,238 Warrants issued to vendors outside of employee plans 47,000 47,000 Total 3,947,625 2,559,714 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | September 30, December 31, Computer equipment and software $ 61,992 $ 51,594 Furniture and fixtures 46,839 46,839 Machinery and equipment 4,578,519 4,683,529 FUV rental fleet - 71,998 Leasehold improvements 349,008 349,008 Fixed assets in process 671,922 1,082,345 5,708,280 6,285,313 Less: accumulated depreciation (935,564 ) (475,539 ) Total $ 4,772,716 $ 5,809,774 |
Stock-Based Payments (Tables)
Stock-Based Payments (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of stock-based compensation, including stock-options, warrants and stock issued for compensation and services | Three months ended Nine months ended 2019 2018 2019 2018 Research and development $ 52,359 $ 28,418 $ 125,925 $ 85,429 Sales and marketing 23,849 11,588 61,455 83,961 General and administrative 104,808 175,913 275,826 211,926 Total $ 181,016 $ 215,919 $ 463,206 $ 381,316 |
2018 Omnibus Stock Incentive Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of range of variables used in assessing the fair value at the grant date | April 5, Annual dividend yield - Expected life (years) 6.0 Risk-free interest rate 2.36 % Expected volatility 40.9 % |
2015 Stock Incentive Plan [Member} | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of range of variables used in assessing the fair value at the grant date | April 5, Annual dividend yield - Expected life (years) 6.0 Risk-free interest rate 2.36 % Expected volatility 40.9 % |
Nature of Operations (Details)
Nature of Operations (Details) | Sep. 30, 2019USD ($)Vehicles | Dec. 31, 2018USD ($) |
Nature of Operations (Textual) | ||
Inventory | $ 4,172,853 | $ 1,703,573 |
Prepaid inventory not received | $ 1,607,786 | |
Number of vehicles | Vehicles | 10,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||
Raw materials and component parts | $ 3,866,302 | $ 1,531,032 |
Work-in-progress | 270,403 | 15,683 |
Finished goods | 36,148 | 156,858 |
Total | $ 4,172,853 | $ 1,703,573 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) - shares | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Summary of Significant Accounting Policies [Line Items] | ||
Total | 3,947,625 | 2,559,714 |
EEP Warrants to Purchase Common Stock [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Total | 647,316 | 893,004 |
EEP Stock Options to Purchase Common Stock [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Total | 1,713,781 | 1,497,472 |
Notes Convertible Into Common Stock [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Total | 474,433 | |
Investor Warrants to Purchase Common Stock [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Total | 942,857 | |
Underwriters Warrants [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Total | 122,238 | 122,238 |
Warrants Issued to Vendors Outside of Employee Plans [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Total | 47,000 | 47,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Summary of Significant Accounting Policies (Textual) | ||||
Offering costs charged to stockholders' equity | $ 255,000 | $ 0 | ||
Research and development expenses | $ 2,343,000 | $ 779,000 | 5,440,000 | $ 2,191,000 |
Inventory scrap | $ 147,000 | $ 147,000 |
Concentrations (Details)
Concentrations (Details) - Vendor | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Payables [Member] | ||
Concentrations (Textual) | ||
Number of vendor | 1 | 2 |
Concentration risk percentage | 10.00% | 10.00% |
Concentration risk, description | This vendor accounted for 26% of payable balances. | These vendors accounted for 13 % and 23% of payable balances |
Purchases/Inventory [Member] | ||
Concentrations (Textual) | ||
Number of vendor | 3 | 2 |
Concentration risk percentage | 10.00% | 10.00% |
Concentration risk, description | These vendors accounted for 10%, 19% and 22% of inventory balances. | These vendors accounted for 12% and 16% of inventory balances. |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 5,708,280 | $ 6,285,313 |
Less: accumulated depreciation | (935,564) | (475,539) |
Total | 4,772,716 | 5,809,774 |
Computer equipment and software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 61,992 | 51,594 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 46,839 | 46,839 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 4,578,519 | 4,683,529 |
FUV rental fleet [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 71,998 | |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 349,008 | 349,008 |
Fixed assets in process [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 671,922 | $ 1,082,345 |
Property and Equipment (Detai_2
Property and Equipment (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Property and Equipment (Textual) | ||||
Loss on disposal of property and equipment | $ (710,290) | $ (24,486) | ||
Depreciation expense | $ 173,000 | $ 121,000 | $ 516,000 | $ 281,000 |
Capital Lease Obligations (Deta
Capital Lease Obligations (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Capital Lease Obligations (Textual) | ||
Purchase of capital equipment | $ 2,232,000 | |
Lease obligations maturity, description | These lease obligations mature ranging from December 2021 through February 2024. | |
Capital lease obligations | $ 1,694,000 | $ 1,897,000 |
Underlying assets | 2,814,000 | |
Accumulated depreciation | 359,000 | |
Capital lease payments | 46,100 | |
Minimum [Member] | ||
Capital Lease Obligations (Textual) | ||
Purchase of capital equipment | $ 437 | |
Repayment financial term | 48 months | |
Effective interest rates | 4.52% | |
Maximum [Member] | ||
Capital Lease Obligations (Textual) | ||
Purchase of capital equipment | $ 8,582 | |
Repayment financial term | 60 months | |
Effective interest rates | 9.86% |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Aug. 14, 2019 | Jul. 15, 2019 | Sep. 30, 2019 | Sep. 12, 2019 |
Notes Payable (Textual) | ||||
Description of note convertible | Between August 14, 2019 and September 27, 2019, the Company issued additional notes with the New Notes terms in the original principal amount of $850,000, of which 800,000 was to related parties. The Company may prepay the indebtedness at any time. | (i) 500,000 shares of its common stock, no par value per share at a purchase price of $3.00 per share (the "Shares"), (ii) a warrant to purchase up to 942,857 shares of common stock at $3.50 per share (the "Warrant"), and (iii) a senior secured note in the principal amount of $3,000,000 (the "Note"). | ||
Face Amount | $ 600,000 | $ 600,000 | $ 500,000 | |
Price per share | $ 4.25 | $ 4.25 | $ 4.25 | |
Descriptions of subscription agreement | The Company entered into subscription agreements (each a "Subscription Agreement" and, collectively, the "Subscription Agreements"), pursuant to which the Company issued notes in original principal amount of $600,000 (U.S.) (each a "Note" and, collectively, the "Notes"). Of the $600,000 Notes issued $325,000 were to related parties. The principal amount due under each Note was due and payable on the two-month anniversary of the date of each Note (the "Maturity Date"): in (a) cash, (b) the Company's common stock (valued at a price of $4.25 per share) or (c) in the event the Company issues convertible promissory notes to third parties before the Maturity Date, in a convertible promissory note on the same terms as purchased by such third parties; in each case at the election of the holder of the Note. Each Note also bore interest, payable at the Maturity Date, equal to $100,000 multiplied by the remainder of (i) the amount of the Note divided by (ii) $600,000. Interest was payable on each Note in: (a) the Company's common stock (valued at $4.25 per share) or (b) in the event the Company issued convertible promissory notes to third parties before the Maturity Date, in a convertible promissory note on the same terms as purchased by the third parties; in each case at the election of the holder. | |||
Accrued interest | $ 48,972 | |||
Convertible promissory notes | $ 648,972 | $ 833,805 | ||
Net of discount | $ 15,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | Oct. 08, 2019 | Sep. 12, 2019 | May 13, 2019 | May 11, 2019 | Dec. 27, 2018 | Mar. 25, 2019 | Feb. 28, 2019 | Jan. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 27, 2019 | Aug. 14, 2019 | Jul. 15, 2019 | Dec. 31, 2018 | Nov. 15, 2018 |
Stockholders' Equity Deficit (Textual) | |||||||||||||||
Preferred stock, shares authorized | 1,500,000 | ||||||||||||||
Preferred stock, par value | |||||||||||||||
Preferred stock, shares issued | |||||||||||||||
Preferred stock, shares outstanding | |||||||||||||||
Common stock, shares authorized | 60,000,000 | 60,000,000 | |||||||||||||
Common stock, par value | |||||||||||||||
Employee options exercised | 119,637 | ||||||||||||||
Total proceeds stock option amount | $ 10,502 | ||||||||||||||
Employee warrants | 80,000 | ||||||||||||||
Warrant exercise price | $ 0.50 | ||||||||||||||
Issuance of shares | 70,273 | ||||||||||||||
Issue of restricted common shares | 10,947 | 55,000 | |||||||||||||
Restricted common shares fair value | $ 36,782 | $ 195,450 | |||||||||||||
Description of subscription agreement | The Company entered into a Subscription Agreement with the Investor, pursuant to which the Company issued to the Investor (i) 500,000 shares of its common stock, no par value per share at a purchase price of $3.00 per share (the "Shares"), (ii) a warrant to purchase up to 942,857 shares of common stock at $3.50 per share (the "Warrant"), and (iii) a senior secured note in the principal amount of $3,000,000 (the "2018 Note"). The Shares, Warrant and 2018 Note were purchased together by the Investor for an aggregate amount of $4.5 million but were issued separately (collectively, the "Transaction"). | ||||||||||||||
Purchase price of shares | $ 1,500,000 | ||||||||||||||
Warrant term | 3 years | ||||||||||||||
Accrued interest | 10.00% | ||||||||||||||
Note matures | Dec. 27, 2019 | ||||||||||||||
Fair value of warrants | $ 111,374 | ||||||||||||||
Original issue discount | $ 322,942 | ||||||||||||||
Face Amount | $ 500,000 | $ 600,000 | $ 600,000 | ||||||||||||
Employee Stock Option [Member] | |||||||||||||||
Stockholders' Equity Deficit (Textual) | |||||||||||||||
Employee options exercised | 13,000 | ||||||||||||||
Exercised at a price per share | $ 2.50 | ||||||||||||||
Market price, per share | 4.202 | ||||||||||||||
Share Exchange Agreement [Member] | Chief Executive Officer [Member] | |||||||||||||||
Stockholders' Equity Deficit (Textual) | |||||||||||||||
Issuance of shares | 2,000,000 | ||||||||||||||
Subscription Agreement [Member] | |||||||||||||||
Stockholders' Equity Deficit (Textual) | |||||||||||||||
Issue of public offering common stock shares | 800,000 | 288,333 | |||||||||||||
Issue of public offering common stock value | $ 3,400,000 | ||||||||||||||
Exercised at a price per share | $ 4.25 | $ 3 | |||||||||||||
Offering costs | $ 255,000 | ||||||||||||||
Subscription Agreement [Member] | Convertible Debt [Member] | |||||||||||||||
Stockholders' Equity Deficit (Textual) | |||||||||||||||
Common stock, par value | $ 4.25 | ||||||||||||||
Note matures | Sep. 12, 2020 | ||||||||||||||
Face Amount | $ 500,000 | ||||||||||||||
Employee Options [Member] | |||||||||||||||
Stockholders' Equity Deficit (Textual) | |||||||||||||||
Issuance of shares | 53,684 | ||||||||||||||
Maximum [Member] | |||||||||||||||
Stockholders' Equity Deficit (Textual) | |||||||||||||||
Market price, per share | 4.403 | ||||||||||||||
Maximum [Member] | Employee Options [Member] | |||||||||||||||
Stockholders' Equity Deficit (Textual) | |||||||||||||||
Warrant exercise price | $ 3.10 | ||||||||||||||
Market price, per share | 5.212 | ||||||||||||||
Minimum [Member] | |||||||||||||||
Stockholders' Equity Deficit (Textual) | |||||||||||||||
Market price, per share | $ 3.77756 | ||||||||||||||
Minimum [Member] | Employee Options [Member] | |||||||||||||||
Stockholders' Equity Deficit (Textual) | |||||||||||||||
Warrant exercise price | 2.0605 | ||||||||||||||
Market price, per share | $ 2.864 | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Stockholders' Equity Deficit (Textual) | |||||||||||||||
Reserved common stock pursuant to the equity incentive plans | 3,482,031 | ||||||||||||||
Stock options and warrants outstanding | 2,316,097 | 2,236,893 | |||||||||||||
Employee options exercised | 14,200 | 3,388 | |||||||||||||
Exercised at a price per share | $ 2.0605 | $ 3.10 | |||||||||||||
Total proceeds stock option amount | $ 29,258 | $ 10,502 | |||||||||||||
Employee warrants | 245,688 | ||||||||||||||
Issuance of shares | 203,252 | 5,265 | |||||||||||||
Additional issuance of warrants | 942,857 | ||||||||||||||
Conversion of common stock shares | 2,000,000 | ||||||||||||||
Description of reserved an additional warrants | The Company has reserved an additional 942,857 shares of its common stock for warrants pursuant to the Subscription Agreement discussed above, 122,238 shares for underwriter warrants associated with the 2017 Regulation A offering, and 47,000 warrants to consultants. | ||||||||||||||
Common Stock [Member] | Subscription Agreement [Member] | |||||||||||||||
Stockholders' Equity Deficit (Textual) | |||||||||||||||
Common stock for delivery under the plan | 942,857 | ||||||||||||||
Common Stock [Member] | Minimum [Member] | |||||||||||||||
Stockholders' Equity Deficit (Textual) | |||||||||||||||
Exercised at a price per share | $ 2.0605 | ||||||||||||||
Common Stock One [Member] | |||||||||||||||
Stockholders' Equity Deficit (Textual) | |||||||||||||||
Employee warrants | 75,688 | ||||||||||||||
Warrant exercise price | $ 0.50 | ||||||||||||||
Common Stock Two [Member] | |||||||||||||||
Stockholders' Equity Deficit (Textual) | |||||||||||||||
Employee warrants | 170,000 | ||||||||||||||
Warrant exercise price | $ 0.9375 | ||||||||||||||
Common Stock Two [Member] | Maximum [Member] | |||||||||||||||
Stockholders' Equity Deficit (Textual) | |||||||||||||||
Market price, per share | 5.212 | ||||||||||||||
Common Stock Two [Member] | Minimum [Member] | |||||||||||||||
Stockholders' Equity Deficit (Textual) | |||||||||||||||
Market price, per share | $ 3.162 | ||||||||||||||
Additional Paid-in Capital [Member] | |||||||||||||||
Stockholders' Equity Deficit (Textual) | |||||||||||||||
Total proceeds stock option amount | |||||||||||||||
Issuance of common stock value | $ 111,374 | ||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||
Stockholders' Equity Deficit (Textual) | |||||||||||||||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | |||||||||||||
Preferred stock, shares designated | 2,000,000 | ||||||||||||||
Preferred stock, par value | |||||||||||||||
Preferred stock, shares issued | 2,000,000 | 2,000,000 | |||||||||||||
Preferred stock, shares outstanding | 2,000,000 | ||||||||||||||
Conversion of common stock shares | 2,000,000 | ||||||||||||||
Series C Preferred Stock [Member] | Common Stock [Member] | |||||||||||||||
Stockholders' Equity Deficit (Textual) | |||||||||||||||
Conversion of common stock shares | 2,000,000 | ||||||||||||||
Series C Preferred Stock [Member] | Common Stock [Member] | Maximum [Member] | |||||||||||||||
Stockholders' Equity Deficit (Textual) | |||||||||||||||
Common stock, shares authorized | 60,000,000 | ||||||||||||||
Series C Preferred Stock [Member] | Common Stock [Member] | Minimum [Member] | |||||||||||||||
Stockholders' Equity Deficit (Textual) | |||||||||||||||
Common stock, shares authorized | 20,000,000 | ||||||||||||||
Series A-1 Preferred Stock [Member] | |||||||||||||||
Stockholders' Equity Deficit (Textual) | |||||||||||||||
Preferred stock, shares authorized | 1,500,000 | 1,500,000 | |||||||||||||
Preferred stock, shares designated | 1,500,000 | ||||||||||||||
Preferred stock, par value | |||||||||||||||
Preferred stock, shares issued | |||||||||||||||
Preferred stock, shares outstanding | |||||||||||||||
Conversion provisions upon an initial public offering | $ 15,000,000 | ||||||||||||||
Series A-1 Preferred Stock [Member] | Preferred Stock [Member] | |||||||||||||||
Stockholders' Equity Deficit (Textual) | |||||||||||||||
Preferred stock, shares issued | |||||||||||||||
Preferred stock, shares outstanding | |||||||||||||||
Subsequent Event [Member] | |||||||||||||||
Stockholders' Equity Deficit (Textual) | |||||||||||||||
Issue of public offering common stock shares | 1,044,444 | ||||||||||||||
Issue of public offering common stock value | $ 2,350,000 | ||||||||||||||
Subject to certain conditions by investor | $ 300,000 |
Stock-Based Payments (Details)
Stock-Based Payments (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | $ 181,016 | $ 215,919 | $ 463,206 | $ 381,316 |
Research and development [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | 52,359 | 28,418 | 125,925 | 85,429 |
Sales and marketing [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | 23,849 | 11,588 | 61,455 | 83,961 |
General and administrative [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | $ 104,808 | $ 175,913 | $ 275,826 | $ 211,926 |
Stock-Based Payments (Details 1
Stock-Based Payments (Details 1) - 2018 Omnibus Stock Incentive Plan [Member] | Apr. 05, 2019 |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Annual dividend yield | |
Expected life (years) | 6 years |
Risk-free interest rate | 2.36% |
Expected volatility | 40.90% |
Stock-Based Payments (Details 2
Stock-Based Payments (Details 2) - 2015 Stock Incentive Plan [Member] | Apr. 05, 2019 |
Annual dividend yield | |
Expected life (years) | 6 years |
Risk-free interest rate | 2.36% |
Expected volatility | 40.90% |
Stock-Based Payments (Details T
Stock-Based Payments (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Stock-Based Payments (Textual) | ||||
Stock-based compensation | $ 181,016 | $ 215,919 | $ 463,206 | $ 381,316 |
Exercise price per share | $ 0.50 | $ 0.50 | ||
Total shares issued | 70,273 | 70,273 | ||
2018 Omnibus Stock Incentive Plan [Member] | ||||
Stock-Based Payments (Textual) | ||||
Common stock for delivery under the plan | 2,000,000 | 2,000,000 | ||
Stock-based compensation | $ 132,335 | $ 338,278 | ||
Exercise price per share | $ 4.52 | $ 4.52 | ||
Options granted | 498,600 | |||
Options outstanding | 899,150 | 899,150 | ||
Options issuable shares | 1,100,850 | 1,100,850 | ||
Compensation cost related to non-vested awards issued | $ 1,198,838 | $ 1,198,838 | ||
Additional shares of common stock | 1,000,000 | |||
Fair value of options | 963,929 | $ 963,929 | ||
2015 Stock Incentive Plan [Member] | ||||
Stock-Based Payments (Textual) | ||||
Total compensation cost related to non-vested awards | $ 299,722 | $ 299,722 | ||
Options issued | 8,088 | |||
Options granted | 273,751 | |||
Options outstanding | 814,631 | 814,631 | ||
Employee stock-based compensation expense | $ 48,681 | $ 124,928 | ||
2015 Option Plan [Member] | ||||
Stock-Based Payments (Textual) | ||||
Options granted | 141,600 | |||
2012 Employee Stock Benefit Plan [Member] | ||||
Stock-Based Payments (Textual) | ||||
Warrants issued and outstanding, shares of company common stock | 647,316 | 647,316 | ||
Warrant issued | 11,996 | |||
Total shares issued | 1,000,000 | 1,000,000 | ||
2012 Employee Stock Benefit Plan [Member] | Minimum [Member] | ||||
Stock-Based Payments (Textual) | ||||
Warrants expire term | 10 years | |||
2012 Employee Stock Benefit Plan [Member] | Maximum [Member] | ||||
Stock-Based Payments (Textual) | ||||
Warrants expire term | 15 years |
Customer Deposits (Details)
Customer Deposits (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Customer Deposits (Textual) | ||
Deposits received | $ 984,324 | $ 454,624 |
Refundable deposits amount | 405,324 | $ 370,624 |
Signature Series Vehicles [Member] | ||
Customer Deposits (Textual) | ||
Customer deposits per order | 42,000 | |
Minimum [Member] | Retail Production Vehicles [Member] | ||
Customer Deposits (Textual) | ||
Customer deposits per order | 100 | |
Maximum [Member] | Retail Production Vehicles [Member] | ||
Customer Deposits (Textual) | ||
Customer deposits per order | $ 10,100 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] | Oct. 08, 2019USD ($)$ / sharesshares |
Subsequent Events (Textual) | |
Market price | $ / shares | $ 2.25 |
Registered direct offering an aggregate | shares | 1,044,444 |
Aggregate gross proceeds | $ | $ 2,350,000 |
Private Placement [Member] | |
Subsequent Events (Textual) | |
Description of warrants to purchase | The investors warrants to purchase up to 1,044,444 shares of common stock at an exercise price per share of $2.83 per share. H.C. Wainwright & Co., LLC acted as exclusive agent for the offerings, and received a placement fee equal to 7.5% of the gross proceeds received by us in the offerings. |