Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 10, 2017 | |
Document Information [Line Items] | ||
Entity Registrant Name | Adomani, Inc. | |
Entity Central Index Key | 1,563,568 | |
Trading Symbol | adom | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Entity Common Stock, Shares Outstanding (in shares) | 68,070,930 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Consolidated Balance Sheets (Cu
Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 4,475 | $ 938 |
Notes receivable, net | 1,000 | 454 |
Inventory | 704 | 314 |
Other current assets | 195 | 1,039 |
Total current assets | 6,374 | 2,745 |
Property, plant and equipment, net | 501 | 417 |
Other investments | 120 | |
Other non-current assets | 130 | 124 |
Total assets | 7,005 | 3,406 |
Current liabilities: | ||
Accounts payable | 182 | 107 |
Accrued liabilities | 382 | 236 |
Notes payable, net | 3,195 | 5,177 |
Convertible debt, net | 593 | |
Total current liabilities | 3,759 | 6,113 |
Total liabilities | 3,759 | 6,113 |
Commitments and contingencies | ||
Stockholders' equity (deficit): | ||
Preferred stock, 100,000,000 authorized $0.00001 par value none issued and outstanding, respectively | ||
Common stock, 2,000,000,000 authorized $0.00001 par value, 68,070,930 and 58,542,350 issued and outstanding, respectively | 1 | 1 |
Additional paid-in capital | 45,930 | 18,366 |
Accumulated deficit | (42,685) | (21,074) |
Total stockholders' equity (deficit) | 3,246 | (2,707) |
Total liabilities and stockholders' equity | $ 7,005 | $ 3,406 |
Consolidated Balance Sheets (C3
Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Preferred stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, shares authorized (in shares) | 2,000,000,000 | 2,000,000,000 |
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares issued (in shares) | 68,070,930 | 58,542,350 |
Common stock, shares outstanding (in shares) | 68,070,930 | 58,542,350 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Net sales | $ 68 | |||
Cost of sales | 50 | |||
Gross profit | 18 | |||
Operating expenses: | ||||
General and administrative | 11,716 | 5,872 | 18,363 | 8,107 |
Consulting | 49 | 2,213 | 95 | |
Research and development | 38 | 112 | 557 | 128 |
Total operating expenses, net | 11,803 | 5,984 | 21,133 | 8,330 |
Loss from operations | (11,803) | (5,984) | (21,133) | (8,312) |
Other income (expense): | ||||
Interest expense, net | (47) | (274) | (362) | (833) |
Other income (expense) | (116) | (11) | (113) | (9) |
Total other income (expense) | (163) | (285) | (475) | (842) |
Loss before income taxes | (11,966) | (6,269) | (21,608) | (9,154) |
Income tax expense | (1) | (3) | ||
Net loss | $ (11,967) | $ (6,269) | $ (21,611) | $ (9,154) |
Net loss per share to common shareholders: | ||||
Basic and diluted (in dollars per share) | $ (0.18) | $ (0.11) | $ (0.33) | $ (0.13) |
Weighted shares used in the computation of net loss per share: | ||||
Basic and diluted (in shares) | 68,070,930 | 57,163,882 | 66,020,773 | 69,286,226 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Deficit) (Unaudited) - 9 months ended Sep. 30, 2017 - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance (in shares) at Dec. 31, 2016 | 58,542,350 | |||
Balance at Dec. 31, 2016 | $ 1 | $ 18,366 | $ (21,074) | $ (2,707) |
Common stock issued due to debt conversion (in shares) | 6,868,578 | |||
Common stock issued due to debt conversion | 726 | 726 | ||
Common stock issued for cash (in shares) | 2,510,002 | |||
Common stock issued for cash | 12,550 | 12,550 | ||
Offering costs netted against proceeds from common stock issued for cash | (4,437) | (4,437) | ||
Common stock issued for prepaid services cancelled (in shares) | (100,000) | |||
Common stock issued for prepaid services cancelled | (100) | (100) | ||
Common stock issued as offering costs (in shares) | 250,000 | |||
Common stock issued as offering costs | 1,250 | 1,250 | ||
Warrants issued for services | 1,241 | 1,241 | ||
Warrants issued as offering costs | 681 | 681 | ||
Stock based compensation | 15,653 | 15,653 | ||
Net loss | (21,611) | (21,611) | ||
Balance (in shares) at Sep. 30, 2017 | 68,070,930 | |||
Balance at Sep. 30, 2017 | $ 1 | $ 45,930 | $ (42,685) | $ 3,246 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (21,611,000) | $ (9,154,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 11,000 | 9,000 |
Accretion of discount on note receivable | (46,000) | |
Amortization of debt discount | 130,000 | 454,000 |
Stock based compensation expense | 15,653,000 | 6,920,000 |
Warrant issued for services | 1,241,000 | |
Gain on disposal of property and equipment | (1,000) | |
Write-off of investment | 120,000 | |
Changes in assets and liabilities: | ||
Inventory | (390,000) | |
Other current assets | (59,000) | (28,000) |
Other non-current assets | (5,000) | (90,000) |
Accounts payable | 75,000 | 165,000 |
Accrued liabilities | 226,000 | (315,000) |
Deferred revenue | (68,000) | |
Net cash used in operating activities | (4,656,000) | (2,107,000) |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment, net | (94,000) | (359,000) |
Investment in note receivable, net | (500,000) | |
Other Investments | (10,000) | |
Net cash used in investing activities | (594,000) | (369,000) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 12,550,000 | 188,000 |
Payments for stock rescission | (54,000) | |
Proceeds from issuance of debt, net of issuance costs | 500,000 | 42,000 |
Principal repayments of debt | (2,560,000) | (8,000) |
Payments for deferred offering costs | (1,703,000) | (492,000) |
Net cash provided (used) by financing activities | 8,787,000 | (324,000) |
Net change in cash and cash equivalents | 3,537,000 | (2,800,000) |
Cash and cash equivalents at the beginning of the year | 938,000 | 4,537,000 |
Cash and cash equivalents at the end of the year | 4,475,000 | 1,737,000 |
Non-cash transactions: | ||
Debt discount due to BCF | 42,000 | |
Deferred offering costs reclassified to equity | 838,000 | |
Warrants issued as offering costs | 681,000 | |
Supplemental cash flow disclosures: | ||
Cash paid for interest expense | 288,000 | 361,000 |
Cash paid for income taxes | ||
Conversion of Notes Payable [Member] | ||
Non-cash transactions: | ||
Stock issued for debt conversion | 885,000 | |
Conversion of Debt [Member] | ||
Non-cash transactions: | ||
Stock issued for debt conversion | 726,000 | |
Stock Issued for 3rd Party Services [Member] | ||
Non-cash transactions: | ||
Stock issued | 98,000 | |
Stock Issued for Prepaid Services [Member] | ||
Non-cash transactions: | ||
Stock issued | 100,000 | |
Stock Issued for Prepaid Services Rescinded [Member] | ||
Non-cash transactions: | ||
Stock issued | 100,000 | |
Stock Issued for Services [Member] | ||
Non-cash transactions: | ||
Stock issued | $ 1,250,000 |
Note 1 - Organization and Opera
Note 1 - Organization and Operations | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Nature of Operations [Text Block] | 1. Organization and Operations ADOMANI, Inc., or “we”, “us”, “our” or the “Company”, was incorporated in Florida in August 2012 November 2016. zero 951 407 9860 |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | 2. Summary of Significant Accounting Policies Basis of Presentation September 30, 2017 nine September 30, 2017 2016, December 31, 2016 2015 253 2 May 16, 2017. nine September 30, 2017 not The Company has incurred losses for the past several years while developing infrastructure and planning a public offering of equity securities. The Company incurred net losses of $21.6 $9.2 nine September 30, 2017 2016, June 9, 2017, 5 The Company’s independent registered public accounting firm expressed in its report on the Company’s financial statements for the year ended December 31, 2016 nine September 30, 2017, Principles of Consolidation Revenue Recognition zero Stock-Based Compensation 718, The Company follows ASC Topic 505 50, 96 18, 505 50, Recent Accounting Pronouncements May 2017, No. 2017 09, 718 718. December 15, 2017. not December 15, 2017. Reclassification Certain amounts in the 2016 2017 no |
Note 3 - Notes Receivable
Note 3 - Notes Receivable | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | 3. Notes Receivable On June 29, 2017, $500,000 third may 9% July 31, 2017. December 31, 2017. $500,000 third December 2016 $500,000 third 4 |
Note 4 - Debt
Note 4 - Debt | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 4. Debt During 2016, 2015 2014, $42,160, $20,275 $207,465, December 31, 2016, $359,000. 2014, $286,000 third December 31, 2016, third $645,000. three 3% 5% $45,000 $0.50 $600,000, $0.10 2016, $25,000 $645,000 January 30, 2017, $725,584, 6,868,578 September 30, 2017, no No As these notes had an effective conversion price that was less than the fair market value of the Common Stock, these notes gave rise to a beneficial conversion feature totaling $42,160 $20,275 2016 2015, nine September 30, 2017 2016, $51,935 $50,532, $0 $51,935 September 30, 2017 December 31, 2016, During 2015, two $5,147,525 third January November 2017 9%. six $514,753, nine September 30, 2017 2016, $29,006 $160,688, September 30, 2017, September 30, 2017, $1,060,000 September 2016, $884,700 884,700 no On November 18, 2016, $500,000 one 5% March 17, 2017, second $500,000 second 5% November 15, 2017, May 12, 2017, $15,685, In December 2016, $500,000 third June 15, 2017. no $50,000 $500,000 zero zero June 15, 2017. third May 12, 2017 December 31, 2017. nine September 30, 2017, $45,833. In January 2015, 2015 9% 1,250,000 $4.00 September 2016, $349,042 2015 $3,347 $131,010 nine September 30, 2017 2016, September 30, 2017, Details of notes payable at September 30, 2017 December 31, 2016 As of September 30, As of December 31, Convertible Debt Principal amount outstanding $ - $ 645,000 Cumulative discount for notes with beneficial conversion feature - (349,560 ) Cumulative amortization of debt discount - 297,625 Subtotal of convertible notes $0.10 or $.50/share - 593,065 Notes Payable Principal amount outstanding 3,195,325 5,255,325 Cumulative discount for finance charges incurred (514,753 ) (514,753 ) Cumulative discount for warrant (349,042 ) (349,042 ) Cumulative discount for 9% notes (50,000 ) (50,000 ) Cumulative amortization of finance charges 514,753 485,747 Cumulative amortization of warrant expense 349,042 345,695 Cumulative amortization of 9% notes 50,000 4,167 Subtotal of notes payable 3,195,325 5,177,139 Total of debt $ 3,195,325 $ 5,770,204 |
Note 5 - Common Stock
Note 5 - Common Stock | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | 5. Common Stock Effective January 30, 2017, $645,000 $725,584, 6,868,578 4 In March 2017, 22% 7,000,000 not 2,500,000 7 In March 2016, $5,000 12 February 28, 2017, 12 September 29, 2016, 100,000 $0.00001 November 15, 2016, thirty $800,000 350,000 May 2017, June 8, 2017, $800,000 350,000 100,000 September 2016 350,000 $1.24 5 $5.00 92% 1.75%. nine September 30, 2017. On June 9, 2017, 2 2,852,275 342,273 $14,261,375. $2.5 $1,711,365, $10.0 $1,711,365 2,510,002 June 9, 2017, 250,000 $1,250,000 199,659 199,659 $680,543. 5 $6.00 92% 1.75%. nine September 30, 2017. |
Note 6 - Stock Warrants
Note 6 - Stock Warrants | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Warrants [Text Block] | 6. Stock Warrants As of September 30, 2017, 1,799,659 199,659 $5.00 $6.00, 350,000 $5.00 $5.00, 1,250,000 $1.00 $4.00. The Company’s stock warrant activity for the nine September 30, 2017 Number of Weighted Weighted Outstanding at December 31, 2016 1,250,000 $ 4.00 Granted 549,659 5.36 Forfeited - Outstanding at September 30, 2017 1,799,659 $ 4.42 4.12 Exercisable at September 30, 2017 1,250,000 $ 4.00 3.92 As of September 30, 2017, $4.58 |
Note 7 - Stock-based Compensati
Note 7 - Stock-based Compensation | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 7. Stock-Based Compensation In March 2017, 7,000,000 5 In March 2017, 3,600,000 13 three $10.49, first ten . The options were valued using the Black-Scholes method, resulting in a fair market value of $37.6 4.75 86% 2.02%. As of September 30, 2017, 30,375,000 16,260,002 $0.10 $0.10, 10,514,998 $1.00 $0.10, 3,600,000 $14.50 $10.49. For the three September 30, 2017, $10.6 505. 505 Stock option activity for the nine September 30, 2017 Number of Weighted Weighted Outstanding at December 31, 2016 33,775,000 $ 0.10 Granted Forfeited (7,000,000 ) Outstanding at March 31, 2017 26,775,000 $ 0.10 Granted 3,600,000 10.49 Forfeited Outstanding at September 30, 2017 30,375,000 $ 1.33 4.2 Exercisable at September 30, 2017 23,237,692 $ 0.40 3.7 Stock-based compensation expense was $15.7 $6.9 nine September 30, 2017 2016, September 30, 2017, $41.4 2.31 As of September 30, 2017, $183.7 |
Note 8 - Commitments
Note 8 - Commitments | 9 Months Ended |
Sep. 30, 2017 | |
Notes to Financial Statements | |
Commitments Disclosure [Text Block] | 8. Commitments Employment Agreements September 1, 2014, 5 $240,000 five Effective September 1, 2014, 5 $240,000 five June 2016, two 2014 $120,000 $7,000 $3,000 nine September 30, 2017, $63,000 Effective January 1, 2017, five $200,000. Operating Leases 2015, February 29, 2016, two February 28, 2018. $44,856. August 15, 2017, The Company signed a one December 31, 2016, $3,400. September 30, 2017, In 2016, February 28, 2017 one February 2017. $5,676 March 1, 2017 February 28, 2018. In April 2017, 30 $500. In February 2017, 30 $1,000. In October 2017, 65 February 28, 2023. $568,912. $7,600 $10,560 five no Other Agreements 2015, THINKP3 zero December 1, 2015 November 30, 2016. November 21, 2016, November 30, 2017. $8,000 30 In March 2015, $10,000 March 1, 2015, $3,000,000. August 31, 2015, no 2017. December 31, 2016, one $10,000 September 2017, no September 30, 2017, $120,000 In 2016, March 2017, 5 The following table summarizes our future minimum payments under contractual commitments, excluding debt, as of September 30, 2017: Payments due by period Total Less than 1 - 3 years 3 - 5 years More than 5 Operating lease obligations 599,087 78,815 224,400 243,072 52,800 Employment contracts 1,470,000 600,000 620,000 250,000 - Total 2,069,087 678,815 844,400 493,072 52,800 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation September 30, 2017 nine September 30, 2017 2016, December 31, 2016 2015 253 2 May 16, 2017. nine September 30, 2017 not The Company has incurred losses for the past several years while developing infrastructure and planning a public offering of equity securities. The Company incurred net losses of $21.6 $9.2 nine September 30, 2017 2016, June 9, 2017, 5 The Company’s independent registered public accounting firm expressed in its report on the Company’s financial statements for the year ended December 31, 2016 nine September 30, 2017, |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition zero |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation 718, The Company follows ASC Topic 505 50, 96 18, 505 50, |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements May 2017, No. 2017 09, 718 718. December 15, 2017. not December 15, 2017. |
Reclassification, Policy [Policy Text Block] | Reclassification Certain amounts in the 2016 2017 no |
Note 4 - Debt (Tables)
Note 4 - Debt (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Notes Tables | |
Schedule of Long-term Debt Instruments [Table Text Block] | As of September 30, As of December 31, Convertible Debt Principal amount outstanding $ - $ 645,000 Cumulative discount for notes with beneficial conversion feature - (349,560 ) Cumulative amortization of debt discount - 297,625 Subtotal of convertible notes $0.10 or $.50/share - 593,065 Notes Payable Principal amount outstanding 3,195,325 5,255,325 Cumulative discount for finance charges incurred (514,753 ) (514,753 ) Cumulative discount for warrant (349,042 ) (349,042 ) Cumulative discount for 9% notes (50,000 ) (50,000 ) Cumulative amortization of finance charges 514,753 485,747 Cumulative amortization of warrant expense 349,042 345,695 Cumulative amortization of 9% notes 50,000 4,167 Subtotal of notes payable 3,195,325 5,177,139 Total of debt $ 3,195,325 $ 5,770,204 |
Note 6 - Stock Warrants (Tables
Note 6 - Stock Warrants (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Warrant [Member] | |
Notes Tables | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Number of Weighted Weighted Outstanding at December 31, 2016 1,250,000 $ 4.00 Granted 549,659 5.36 Forfeited - Outstanding at September 30, 2017 1,799,659 $ 4.42 4.12 Exercisable at September 30, 2017 1,250,000 $ 4.00 3.92 |
Note 7 - Stock-based Compensa18
Note 7 - Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Notes Tables | |
Share-based Compensation, Stock Options, Activity [Table Text Block] | Number of Weighted Weighted Outstanding at December 31, 2016 33,775,000 $ 0.10 Granted Forfeited (7,000,000 ) Outstanding at March 31, 2017 26,775,000 $ 0.10 Granted 3,600,000 10.49 Forfeited Outstanding at September 30, 2017 30,375,000 $ 1.33 4.2 Exercisable at September 30, 2017 23,237,692 $ 0.40 3.7 |
Note 8 - Commitments (Tables)
Note 8 - Commitments (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Notes Tables | |
Contractual Obligation, Fiscal Year Maturity Schedule [Table Text Block] | Payments due by period Total Less than 1 - 3 years 3 - 5 years More than 5 Operating lease obligations 599,087 78,815 224,400 243,072 52,800 Employment contracts 1,470,000 600,000 620,000 250,000 - Total 2,069,087 678,815 844,400 493,072 52,800 |
Note 2 - Summary of Significa20
Note 2 - Summary of Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Net Income (Loss) Attributable to Parent | $ (11,967) | $ (6,269) | $ (21,611) | $ (9,154) |
Note 3 - Notes Receivable (Deta
Note 3 - Notes Receivable (Details Textual) - USD ($) | Jun. 29, 2017 | Dec. 31, 2016 | Sep. 30, 2017 | Sep. 30, 2016 |
Payments to Acquire Notes Receivable | $ 500,000 | $ 500,000 | $ 500,000 | |
Notes Receivable, Stated Interest Rate | 9.00% |
Note 4 - Debt (Details Textual)
Note 4 - Debt (Details Textual) - USD ($) | May 12, 2017 | Jan. 30, 2017 | Nov. 18, 2016 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Mar. 17, 2017 | Jan. 31, 2015 |
Amortization of Debt Discount (Premium) | $ 130,000 | $ 454,000 | |||||||||
Interest Paid | 288,000 | 361,000 | |||||||||
Accretion of Discount on Note Receivable | $ 46,000 | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,799,659 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4.42 | $ 4 | |||||||||
Warrants and Rights Outstanding | $ 349,042 | 349,042 | |||||||||
Warrant to be Issued in Place of Debt Proceeds [Member] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,250,000 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4 | ||||||||||
Convertible Debt [Member] | |||||||||||
Debt Instrument, Face Amount | $ 645,000 | $ 645,000 | |||||||||
Debt Instrument, Term | 3 years | ||||||||||
Gain (Loss) on Conversion of Debt | $ 0 | ||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 42,160 | $ 20,275 | |||||||||
Amortization of Debt Discount (Premium) | 51,935 | 50,532 | |||||||||
Debt Instrument, Unamortized Discount | 0 | 51,935 | |||||||||
Convertible Debt [Member] | Notes Payable Convertible at $0.50 [Member] | |||||||||||
Debt Instrument, Face Amount | $ 45,000 | ||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.50 | ||||||||||
Convertible Debt [Member] | Notes Payable Convertible at $0.10 [Member] | |||||||||||
Convertible Debt | $ 0 | ||||||||||
Debt Instrument, Face Amount | $ 600,000 | ||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.10 | ||||||||||
Debt Conversion, Converted Instrument, Amount | $ 725,584 | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 6,868,578 | ||||||||||
Convertible Debt [Member] | Notes Payable Convertible at $0.10 [Member] | Chief Financial Officer [Member] | |||||||||||
Debt Instrument, Repurchase Amount | $ 25,000 | ||||||||||
Convertible Debt [Member] | Minimum [Member] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | ||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.10 | $ 0.10 | |||||||||
Convertible Debt [Member] | Maximum [Member] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.50 | $ 0.50 | |||||||||
Secured Debt [Member] | |||||||||||
Debt Instrument, Face Amount | $ 5,147,525 | ||||||||||
Debt Instrument, Term | 2 years | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 884,700 | ||||||||||
Gain (Loss) on Conversion of Debt | $ 0 | ||||||||||
Amortization of Debt Discount (Premium) | $ 29,006 | 160,688 | |||||||||
Debt Issuance Costs, Gross | 514,753 | $ 514,753 | $ 514,753 | ||||||||
Repayments of Secured Debt | 1,060,000 | ||||||||||
Debt Conversion, Original Debt, Amount | $ 884,700 | ||||||||||
Convertible Subordinated Debt [Member] | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | ||||||||||
Interest Expense, Debt | 3,347 | $ 131,010 | |||||||||
Various Third Parties [Member] | |||||||||||
Proceeds from Convertible Debt | $ 286,000 | ||||||||||
The 3.8% Shareholder [Member] | First Note to Shareholder [Member] | |||||||||||
Debt Instrument, Face Amount | $ 500,000 | ||||||||||
Debt Instrument, Term | 1 year | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||
The 3.8% Shareholder [Member] | Second Note to Shareholder [Member] | |||||||||||
Debt Instrument, Face Amount | $ 500,000 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||||
The 3.8% Shareholder [Member] | First and Second Notes To Shareholders [Member] | |||||||||||
Interest Paid | $ 15,685 | ||||||||||
Unaffiliated Third Party [Member] | |||||||||||
Debt Instrument, Face Amount | $ 500,000 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | ||||||||||
Debt Instrument, Fee Amount | $ 50,000 | ||||||||||
Company in the Zero Emission Technology Industry [Member] | |||||||||||
Financing Receivable, Net | 500,000 | ||||||||||
Accretion of Discount on Note Receivable | $ 45,833 | ||||||||||
Acaccia [Member] | |||||||||||
Proceeds from Convertible Debt | 42,160 | $ 20,275 | $ 207,465 | ||||||||
Convertible Debt | $ 359,000 |
Note 4 - Debt - Long-term Debt
Note 4 - Debt - Long-term Debt (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Total of debt | $ 3,195,325 | $ 5,770,204 | |
Convertible Debt [Member] | |||
Principal amount outstanding | 645,000 | ||
Cumulative discount for notes with beneficial conversion feature | (349,560) | ||
Cumulative amortization of debt discount | 297,625 | ||
Total of debt | 593,065 | ||
Secured Debt [Member] | |||
Principal amount outstanding | 3,195,325 | 5,255,325 | |
Cumulative amortization of debt discount | 50,000 | 4,167 | |
Total of debt | 3,195,325 | 5,177,139 | |
Cumulative discount for finance charges incurred | (514,753) | (514,753) | $ (514,753) |
Cumulative discount for warrant | (349,042) | (349,042) | |
Cumulative discount for 9% notes | (50,000) | (50,000) | |
Cumulative amortization of finance charges | 514,753 | 485,747 | |
Cumulative amortization of warrant expense | $ 349,042 | $ 345,695 |
Note 4 - Debt - Long-term Deb24
Note 4 - Debt - Long-term Debt (Details) (Parentheticals) - Convertible Debt [Member] - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Minimum [Member] | ||
Convertible notes, price per share (in dollars per share) | $ 0.10 | $ 0.10 |
Maximum [Member] | ||
Convertible notes, price per share (in dollars per share) | $ 0.50 | $ 0.50 |
Note 5 - Common Stock (Details
Note 5 - Common Stock (Details Textual) - USD ($) | Jun. 09, 2017 | Jun. 08, 2017 | Jan. 30, 2017 | Sep. 29, 2016 | Mar. 31, 2017 | Mar. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Mar. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 7,000,000 | |||||||||
Stock Issued During Period, Shares, Issued for Services | 250,000 | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,799,659 | |||||||||
Warrants and Rights Outstanding | $ 349,042 | |||||||||
Stock Issued During Period, Shares, IPO, Shares Sold by Stockholders | 342,273 | |||||||||
Stock Issued During Period, Value, New Issues | $ 12,550,000 | |||||||||
Payments on Behalf of Selling Shareholders to Purchasing Shareholders | $ 1,711,365 | |||||||||
Proceeds from Issuance Initial Public Offering | $ 10,000,000 | |||||||||
Stock Issued During Period, Shares, IPO, Including Shares Sold by Stockholders | 2,510,002 | |||||||||
Stock Issued During Period, Value, Issued for Services | $ 1,250,000 | $ 1,250,000 | ||||||||
IPO [Member] | ||||||||||
Stock Issued During Period, Shares, New Issues | 2,852,275 | |||||||||
Stock Issued During Period, Value, New Issues | $ 14,261,375 | |||||||||
Payments of Stock Issuance Costs | $ 2,500,000 | |||||||||
Warrants Issued to Redwood [Member] | ||||||||||
Fair Value Assumptions, Expected Term | 5 years | |||||||||
Fair Value Assumptions, Exercise Price | $ 5 | |||||||||
Fair Value Assumptions, Expected Volatility Rate | 92.00% | |||||||||
Fair Value Assumptions, Risk Free Interest Rate | 1.75% | |||||||||
Warrants Issued to Boustead Securities [Member] | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 199,659 | |||||||||
Warrants and Rights Outstanding | $ 680,543 | |||||||||
Fair Value Assumptions, Expected Term | 5 years | |||||||||
Fair Value Assumptions, Exercise Price | $ 6 | |||||||||
Fair Value Assumptions, Expected Volatility Rate | 92.00% | |||||||||
Fair Value Assumptions, Risk Free Interest Rate | 1.75% | |||||||||
Redwood Group International Limited [Member] | ||||||||||
Consulting Fee, Monthly Fee | $ 5,000 | |||||||||
Stock Issued During Period, Shares, Issued for Services | 100,000 | |||||||||
Agreement to Repurchase Stock, Repurchase Price | $ 0.00001 | |||||||||
Payments For Consulting Fees | $ 800,000 | |||||||||
Stock Issued During Period, Shares, Issued for Prepaid Services Rescinded | 100,000 | |||||||||
Warrants and Rights Outstanding | $ 1,240,000 | |||||||||
Redwood Group International Limited [Member] | Warrants Issued to Redwood [Member] | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 350,000 | |||||||||
Dennis Di Ricco [Member] | ||||||||||
Percent of Common Stock Owned | 22.00% | 22.00% | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 7,000,000 | |||||||||
Shares Sold by Shareholder to Third Party | 2,500,000 | |||||||||
Convertible Debt [Member] | ||||||||||
Debt Instrument, Face Amount | $ 645,000 | $ 645,000 | ||||||||
Convertible Debt [Member] | Notes Payable Convertible at $0.10 [Member] | ||||||||||
Debt Instrument, Face Amount | $ 600,000 | |||||||||
Debt Conversion, Converted Instrument, Amount | $ 725,584 | |||||||||
Debt Conversion, Converted Instrument, Shares Issued | 6,868,578 |
Note 6 - Stock Warrants (Detail
Note 6 - Stock Warrants (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,799,659 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4.42 | $ 4 |
Class of Warrant or Right, Intrinsic Value | $ 4,580 | |
First Issuance of Warrants or Rights [Member] | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 199,659 | |
Class of Warrant or Right, Measurement Price of Warrants or Rights | $ 5 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 6 | |
Second Issuance of Warrants or Rights [Member] | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 350,000 | |
Class of Warrant or Right, Measurement Price of Warrants or Rights | $ 5 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5 | |
Third Issuance of Warrants or Rights [Member] | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,250,000 | |
Class of Warrant or Right, Measurement Price of Warrants or Rights | $ 1 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4 |
Note 6 - Stock Warrants - Warra
Note 6 - Stock Warrants - Warrant Activity (Details) | 9 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Outstanding (in shares) | shares | 1,250,000 |
Outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 4 |
Granted (in shares) | shares | 549,659 |
Granted, weighted average exercise price (in dollars per share) | $ / shares | $ 5.36 |
Forfeited (in shares) | shares | |
Forfeited, weighted average exercise price (in dollars per share) | $ / shares | |
Outstanding (in shares) | shares | 1,799,659 |
Outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 4.42 |
Outstanding, weighted average remaining contractual life (Year) | 4 years 43 days |
Exercisable (in shares) | shares | 1,250,000 |
Exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 4 |
Exercisable, weighted average remaining contractual life (Year) | 3 years 335 days |
Note 7 - Stock-based Compensa28
Note 7 - Stock-based Compensation (Details Textual) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2017 | Sep. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 7,000,000 | |||||
Share Price | $ 10.49 | $ 10.49 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 26,775,000 | 30,375,000 | 26,775,000 | 30,375,000 | 33,775,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.1 | $ 1.33 | $ 0.1 | $ 1.33 | $ 0.10 | |
Allocated Share-based Compensation Expense | $ 10.6 | $ 15.7 | $ 6.9 | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | 41.4 | $ 41.4 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 113 days | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 183.7 | $ 183.7 | ||||
Exercise Price of $.10 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 16,260,002 | 16,260,002 | ||||
Share-based Compensation Arrangements By Share-based Payment Award Options Outstanding, Measurement Price | $ 0.10 | $ 0.10 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.10 | $ 0.10 | ||||
Second Issuance of Exercise Price of $.10 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 10,514,998 | 10,514,998 | ||||
Share-based Compensation Arrangements By Share-based Payment Award Options Outstanding, Measurement Price | $ 1 | $ 1 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.10 | $ 0.10 | ||||
Exercise Price of $10.49 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 3,600,000 | 3,600,000 | ||||
Share-based Compensation Arrangements By Share-based Payment Award Options Outstanding, Measurement Price | $ 14.50 | $ 14.50 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 10.49 | $ 10.49 | ||||
Dennis Di Ricco [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 7,000,000 | |||||
The 13 Employees and Current and Perspective Board Members [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 3,600,000 | 3,600,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Fair Value | $ 37.6 | |||||
The 13 Employees and Current and Perspective Board Members [Member] | Employee Stock Option [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 4 years 273 days | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 86.00% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.02% |
Note 7 - Stock-based Compensa29
Note 7 - Stock-based Compensation - Stock Option Activity (Details) - $ / shares | 3 Months Ended | 6 Months Ended |
Mar. 31, 2017 | Sep. 30, 2017 | |
Outstanding (in shares) | 33,775,000 | 26,775,000 |
Outstanding (in dollars per share) | $ 0.10 | $ 0.1 |
Forfeited (in shares) | (7,000,000) | |
Forfeited (in dollars per share) | ||
Granted (in shares) | 3,600,000 | |
Granted (in dollars per share) | $ 10.49 | |
Outstanding (in shares) | 26,775,000 | 30,375,000 |
Outstanding (in dollars per share) | $ 0.1 | $ 1.33 |
Outstanding (Year) | 4 years 73 days | |
Exercisable (in shares) | 23,237,692 | |
Exercisable (in dollars per share) | $ 0.40 | |
Exercisable (Year) | 3 years 255 days |
Note 8 - Commitments (Details T
Note 8 - Commitments (Details Textual) - USD ($) | Jan. 01, 2017 | Sep. 01, 2014 | Oct. 31, 2017 | Feb. 28, 2017 | Jun. 30, 2016 | Mar. 31, 2015 | Nov. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Feb. 28, 2023 | Apr. 30, 2017 |
Operating Leases, Future Minimum Payments Due | $ 599,087 | ||||||||||||
Licensing Option Agreement, Fees Per Month | $ 10,000 | ||||||||||||
Licensing Option Agreement, Full Investment Amount | $ 3,000,000 | ||||||||||||
Payments for Licensing Option | 0 | $ 10,000 | |||||||||||
Other than Temporary Impairment Losses, Investments, Portion Recognized in Earnings, Net | 120,000 | ||||||||||||
Licensing Option Agreement [Member] | |||||||||||||
Other than Temporary Impairment Losses, Investments, Portion Recognized in Earnings, Net | $ 120,000 | ||||||||||||
THINKP3 [Member] | |||||||||||||
Other Commitments, Service Fees Per Month | $ 8,000 | ||||||||||||
Office and Warehouse Facility, Orange, CA [Member] | |||||||||||||
Lessee, Operating Lease, Renewal Term | 2 years | ||||||||||||
Operating Lease, Rent Expense, Annual Amount | $ 44,856 | ||||||||||||
Office Lease Newport Beach, CA [Member] | |||||||||||||
Lessee, Operating Lease, Term of Contract | 1 year | ||||||||||||
Lease, Monthly Payment | $ 3,400 | ||||||||||||
Office Space, Los Altos, CA [Member] | |||||||||||||
Operating Lease, Rent Expense, Annual Amount | $ 5,676 | ||||||||||||
Lessee, Operating Lease, Term of Contract | 1 year | ||||||||||||
Storage Space in Phoenix, Arizona [Member] | |||||||||||||
Lease, Monthly Payment | $ 500 | ||||||||||||
Storage Space in Stockton, California [Member] | |||||||||||||
Lease, Monthly Payment | $ 1,000 | ||||||||||||
Corporate Office in Corona, California [Member] | Scenario, Forecast [Member] | |||||||||||||
Lease, Monthly Payment | $ 10,560 | ||||||||||||
Corporate Office in Corona, California [Member] | Subsequent Event [Member] | |||||||||||||
Lessee, Operating Lease, Term of Contract | 5 years 150 days | ||||||||||||
Lease, Monthly Payment | $ 7,600 | ||||||||||||
Operating Leases, Future Minimum Payments Due | $ 568,912 | ||||||||||||
Chief Executive Officer [Member] | |||||||||||||
Employment Agreement, Term of Employment | 5 years | ||||||||||||
Officers' Compensation | $ 240,000 | ||||||||||||
Officers' Compensation, Percent of Net Profits | 5.00% | ||||||||||||
Chief Technology Officer [Member] | |||||||||||||
Employment Agreement, Term of Employment | 5 years | ||||||||||||
Officers' Compensation | $ 240,000 | $ 120,000 | |||||||||||
Officers' Compensation, Percent of Net Profits | 5.00% | ||||||||||||
Chief Technology Officer [Member] | Commitments to ELO, LLC [Member] | |||||||||||||
Commitments to Research and Developement, Monthly Expense | 7,000 | ||||||||||||
Payment s for Contractual Commitment | $ 63,000 | ||||||||||||
Consultant Selected By CTO [Member] | |||||||||||||
Commitments to Services, Monthly Expense | $ 3,000 | ||||||||||||
Chief Financial Officer [Member] | |||||||||||||
Employment Agreement, Term of Employment | 5 years | ||||||||||||
Officers' Compensation | $ 200,000 |
Note 8 - Commitments - Future M
Note 8 - Commitments - Future Minimum Payments Under Contractual Commitments (Details) | Sep. 30, 2017USD ($) |
Operating lease obligations | $ 599,087 |
Operating lease obligations, less than one year | 78,815 |
Operating lease obligations, 1 - 3 years | 224,400 |
Operating lease obligations, 3 - 5 years | 243,072 |
Operating lease obligations, more than 5 years | 52,800 |
Employment contracts | 1,470,000 |
Employment contracts, less than one year | 600,000 |
Employment contracts, 1 - 3 years | 620,000 |
Employment contracts, 3 - 5 years | 250,000 |
Employment contracts, more than 5 years | |
Total | 2,069,087 |
Total, less than one year | 678,815 |
Total, 1 - 3 years | 844,400 |
Total, 3 - 5 years | 493,072 |
Total, more than 5 years | $ 52,800 |