Document And Entity Information
Document And Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 07, 2018 | Jun. 30, 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) | 71,737,597 | ||
Entity Public Float | $ 602.7 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 2,446,000 | $ 938,000 |
Notes receivable, net | 1,000,000 | 454,000 |
Inventory, net | 225,000 | 314,000 |
Other current assets | 778,000 | 1,039,000 |
Total current assets | 4,449,000 | 2,745,000 |
Property and equipment, net | 487,067 | 417,190 |
Other investments | 120,000 | |
Other non-current assets | 386,000 | 124,000 |
Total assets | 5,322,000 | 3,406,000 |
Current liabilities: | ||
Accounts payable | 30,000 | 107,000 |
Accrued liabilities | 514,000 | 236,000 |
Deferred revenue | ||
Notes payable, net | 2,149,000 | 5,177,000 |
Convertible debt, net | 593,000 | |
Total current liabilities | 2,693,000 | 6,113,000 |
Long-term liabilities | ||
Other non-current liabilities | 289,000 | |
Notes payable, net | ||
Convertible debt, net | ||
Total liabilities | 2,982,000 | 6,113,000 |
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 | 1,000 | 1,000 |
Additional paid-in capital | 45,316,000 | 18,366,000 |
Accumulated deficit | (42,977,000) | (21,074,000) |
Total stockholders' equity (deficit) | 2,340,000 | (2,707,000) |
Total liabilities and stockholders' equity (deficit) | $ 5,322,000 | $ 3,406,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 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 - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Sales | $ 425 | $ 68 | |
Cost of sales | 479 | 50 | |
Gross profit (loss) | (54) | 18 | |
Operating expenses: | |||
General and administrative | 18,705 | 9,398 | 4,633 |
Consulting | 2,252 | 117 | 135 |
Research and development | 587 | 37 | 549 |
Total operating expenses, net | 21,544 | 9,552 | 5,317 |
Loss from operations | (21,598) | (9,534) | (5,317) |
Other income (expense): | |||
Interest expense, net | (322) | (1,148) | (702) |
Other income (expense) | 20 | (3) | (16) |
Total other income (expense) | (302) | (1,151) | (718) |
Loss before income taxes | (21,900) | (10,685) | (6,035) |
Income tax expense | (3) | ||
Net loss | $ (21,903) | $ (10,685) | $ (6,035) |
Net loss per share to common shareholders: | |||
Basic and diluted (in dollars per share) | $ (0.33) | $ (0.16) | $ (0.07) |
Weighted shares used in the computation of net loss per share: | |||
Basic and diluted (in shares) | 66,537,525 | 66,585,580 | 82,611,477 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance (in shares) at Dec. 31, 2014 | 81,594,250 | |||
Balance at Dec. 31, 2014 | $ 1,000 | $ 4,155,000 | $ (4,354,000) | $ (198,000) |
Common stock issued (in shares) | 2,659,000 | |||
Common stock issued | 1,982,000 | 1,982,000 | ||
Beneficial conversion feature on convertible debt | 21,000 | 21,000 | ||
Stock based compensation | 3,035,000 | 3,035,000 | ||
Warrants issued | 349,000 | 349,000 | ||
Net loss | (6,035,000) | (6,035,000) | ||
Balance (in shares) at Dec. 31, 2015 | 84,253,250 | |||
Balance at Dec. 31, 2015 | $ 1,000 | 9,542,000 | (10,389,000) | (846,000) |
Common stock issued (in shares) | 206,400 | |||
Common stock issued | 188,000 | 188,000 | ||
Beneficial conversion feature on convertible debt | 42,000 | 42,000 | ||
Stock based compensation | 7,565,000 | 7,565,000 | ||
Net loss | (10,685,000) | $ (10,685,000) | ||
Balance (in shares) at Dec. 31, 2016 | 58,542,350 | |||
Stock issued for third-party services rendered (in shares) | 98,000 | 98,000 | ||
Stock issued for third-party services rendered | 98,000 | $ 98,000 | ||
Stock issued for prepaid services (in shares) | 100,000 | |||
Stock issued for prepaid services | 100,000 | 100,000 | ||
Founders shares rescinded (in shares) | (27,000,000) | |||
Founders shares rescinded | (54,000) | (54,000) | ||
Conversion of debt to common shares (in shares) | 884,700 | |||
Conversion of debt to common shares | 885,000 | 885,000 | ||
Balance at Dec. 31, 2016 | $ 1,000 | 18,366,000 | (21,074,000) | (2,707,000) |
Common stock issued (in shares) | 2,510,002 | |||
Common stock issued | 12,550,000 | 12,550,000 | ||
Stock based compensation | 15,039,000 | 15,039,000 | ||
Warrants issued | 1,241,000 | 1,241,000 | ||
Net loss | (21,903,000) | (21,903,000) | ||
Balance (in shares) at Dec. 31, 2017 | 68,070,930 | |||
Conversion of debt to common shares (in shares) | 6,868,578 | |||
Conversion of debt to common shares | 726,000 | 726,000 | ||
Offering costs netted against proceeds from common stock issued for cash | (4,437,000) | (4,437,000) | ||
Common stock issued for prepaid services cancelled (in shares) | (100,000) | |||
Common stock issued for prepaid services cancelled | (100,000) | (100,000) | ||
Common stock issued as offering costs (in shares) | 250,000 | |||
Common stock issued as offering costs | 1,250,000 | 1,250,000 | ||
Warrants issued as offering costs | 681,000 | 681,000 | ||
Balance at Dec. 31, 2017 | $ 1,000 | $ 45,316,000 | $ (42,977,000) | $ 2,340,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | |||
Net loss | $ (21,903,000) | $ (10,685,000) | $ (6,035,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 18,600 | 12,804 | 7,102 |
Accretion of discount on note receivable | (46,000) | ||
Amortization of debt discount | 130,000 | 660,000 | 424,000 |
Provision for bad debt | 70,000 | ||
Stock based compensation expense | 15,039,000 | 7,565,000 | 3,035,000 |
Warrant issued for services | 1,241,000 | ||
Loss on write-down of property and equipment | 25,000 | ||
Write-down of inventory | 89,000 | ||
Write-off of investment | 120,000 | ||
Write-off of patents | 5,000 | ||
Changes in assets and liabilities: | |||
Inventory | (314,000) | ||
Other current assets | (672,000) | 60,000 | (2,000) |
Other non-current assets | (267,000) | (100,000) | (4,000) |
Accounts payable | (76,000) | 199,000 | |
Accrued liabilities | 359,000 | (238,000) | 404,000 |
Deferred revenue | (68,000) | 68,000 | |
Other non-current liabilities | 289,000 | ||
Net cash used in operating activities | (5,578,000) | (2,908,000) | (2,103,000) |
Cash flows from investing activities: | |||
Purchase of property and equipment, net | (114,000) | (411,000) | (3,000) |
Investment in note receivable | (500,000) | (450,000) | |
Other Investments | (10,000) | (110,000) | |
Net cash used in investing activities | (614,000) | (871,000) | (113,000) |
Cash flows from financing activities: | |||
Proceeds from issuance of common stock | 12,550,000 | 188,000 | 1,982,000 |
Payments for stock rescission | (54,000) | ||
Proceeds from issuance of debt, net of issuance costs | 500,000 | 1,042,000 | 4,723,000 |
Principal repayments of debt | (3,606,000) | (8,000) | (70,000) |
Payments for deferred offering costs | (1,744,000) | (988,000) | |
Net cash provided by financing activities | 7,700,000 | 180,000 | 6,635,000 |
Net change in cash and cash equivalents | 1,508,000 | (3,599,000) | 4,419,000 |
Cash and cash equivalents at the beginning of the year | 938,000 | 4,537,000 | 118,000 |
Cash and cash equivalents at the end of the year | 2,446,000 | 938,000 | 4,537,000 |
Non-cash transactions: | |||
Original issuance discount of notes payable | 50,000 | ||
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 | 347,000 | 408,000 | 234,000 |
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 | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Nature of Operations [Text Block] | 1. Organization and operations ADOMANI, Inc. (“we”, “us”, “our” or the “Company”) is a provider of zero zero |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | 2. Summary of Significant Accounting Policies Basis of Presentation December 31, 2017, 2016 2015, 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 $21.9 $10.7 $6 December 31, 2017, 2016, 2015, June 9, 2017, 7 December 31, 2016 2015 December 31, 2017, January 9, 2018 ( 12 Principles of Consolidation Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Fair Value of Financial Instruments No. 820, three Level 1: Level 2: Level 3: no The Company does not Revenue Recognition zero December 31, 2017 one Cash and Cash Equivalents three Accounts Receivable and Allowance for Doubtful Accounts not no $70,000 December 31, 2017. $70,000, $0, $0 December 31, 2017, 2016, 2015, Inventory and Inventory Valuation Allowance $88,772, $0, $0 December 31, 2017, 2016, 2015, Income Taxes The Company records a valuation allowance to reduce the deferred income tax assets to the amount that is more likely than not December 31, 2017, 2016, 2015, Accounting for Uncertainty in Income Taxes December 31, 2017, 2016, 2015, not Net Loss Per Share Concentration of Credit Risk $250,000 Stock-Based Compensation 718, The Company follows ASC Topic 505 50, 96 18, 505 50, Property and Equipment three five $2,000. Leases No. 2016 02, 842 December 15, 2018. not December 31, 2017 not no Impairment of Long-Lived Assets may not no December 31, 2017, 2016, 2015, Research and Development 2017, 2016, 2015, $586,899, $37,273, $548,889, Recent Accounting Pronouncements May 2014, 2014 09, 606 2014 09 July 2015, December 15, 2017 ( may 2014 09 first 2018. one no In May 2017, No. 2017 09, 718 718. December 15, 2017. not Reclassification Certain amounts in the 2016 2017 no |
Note 3 - Property and Equipment
Note 3 - Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | 3. Property and equipment, net Components of property and equipment, net consist of the following as of December 31, 2017 2016: December 31, December 31, 2017 2016 Furniture and fixtures $ 38,540 $ - Leasehold improvements 11,638 - Computers 53,704 4,657 Vehicles - 16,378 Test/Demo vehicles 407,612 414,023 Total property and equipment 511,494 435,058 Less accumulated depreciation (24,427 ) (17,868 ) Net property and equipment $ 487,067 $ 417,190 Depreciation expense was $18,600, $12,804, $7,102 December 31, 2017, 2016, 2015, December 31, 2017, $25,679 |
Note 4 - Income Taxes
Note 4 - Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 4. Income Taxes The cumulative estimated net operating loss carry-forward is $14,594,776, $7,991,399, $5,055,663 December 31, 2017, 2016, 2015, 2037, 2036, 2035, 2018, 2018 21%. 21% December 31, 2017 2016 Net operating loss 1,179,117 580,655 Deferred tax asset attributable to: Net operating loss carryover 3,064,903 1,678,194 Valuation allowance (3,064,903 ) (1,678,194 ) Net deferred tax asset - - Cumulative NOL 14,594,776 7,991,399 Cumulative NOL 21% 3,064,903 1,678,194 Due to the change in ownership provisions of the Tax Reform Act of 1986, 2012 2017. may |
Note 5 - Notes Receivable
Note 5 - Notes Receivable | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | 5. Notes Receivable On June 29, 2017, $500,000 third may 9% July 31, 2017. December 31, 2017. not December 31, 2017, June 30, 2018 ( 12 $500,000 third zero December 2016. $10,000 January 2018 April 30, 2018. ( 6 12 |
Note 6 - Debt
Note 6 - Debt | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 6. Debt During 2016, 2015 2014, $42,160, $20,275 $207,465, December 31, 2016, $359,000. 2014, $286,000 third December 31, 2016, 2015, third $645,000 $601,840, three 3% 5% $45,000 $0.50 $600,000, $0.10 2016, $25,000 $645,000 January 30, 2017, $725,584, 6,868,578 7 December 31, 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, December 31, 2017, 2016 2015, $51,935, $156,955 $94,660, $0, $51,935, $163,015 December 31, 2017, 2016, 2015, During 2015, two $5,147,525 third January November 2017 9%. 9% six $514,753, December 31, 2017, 2016 2015, $29,006, $328,609 $157,138, December 31, 2017, December 31, 2017, $2,106,325 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, third $10,000 December 31, 2017, $45,833. not December 31, 2017, April 30, 2018. ( 12 In January 2015, 2015 9% 1,250,000 $4.00 September 2016, $349,042 2015 $3,347, $174,998, $170,698 December 31, 2017, 2016, 2015, December 31, 2017, Details of notes payable at December 31, 2017 2016 As of December 31, As of December 31, 2017 2016 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 2,149,000 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 2,149,000 5,177,139 Total of debt $ 2,149,000 $ 5,770,204 |
Note 7 - Common Stock
Note 7 - Common Stock | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | 7. Common Stock Effective January 30, 2017, $645,000 $725,584, 6,868,578 6 In March 2017, 22% 7,000,000 10 not 2,500,000 11. 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 December 31, 2017. 5 $5.00 92% 1.75%. December 31, 2017. On June 9, 2017, 2 2,852,275 342,273 $14,261,375. $2.5 $1,711,365 $10.0 2,510,002 June 9, 2017, 250,000 $1,250,000 199,659 199,659 $680,543. 5 $6.00 92% 1.75%. December 31, 2017. During 2016, 206,400 third $188,000 98,000 $98,000. 86,500 10,000 In 2012, one $64,000 32,000,000 one $64,000 $64,000 $64,000 $64,000 $64,000 May 4, 2016, $64,000 32,000,000 On July 8, 2016, May 2016 5,000,000 May. 5,000,000 $4,990,000 July 2016. During 2015, 2,659,000 third $1,982,000. 500,000 9. |
Note 8 - Stock Warrants
Note 8 - Stock Warrants | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Warrants [Text Block] | 8. Stock Warrants As of December 31, 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 years ended December 31, 2017, 2016, 2015 Weighted Weighted Average Average Remaining Number of Exercise Contractual Life Outstanding at December 31, 2014 - $ - Granted 1,250,000 4.00 Forfeited - - Outstanding at December 31, 2015 1,250,000 $ 4.00 Granted - - Forfeited - - Outstanding at December 31, 2016 1,250,000 $ 4.00 Granted 549,659 5.36 Forfeited - Outstanding at December 31, 2017 1,799,659 $ 4.42 3.87 Exercisable at December 31, 2017 1,799,659 $ 4.42 3.87 As of December 31, 2017, $500,000. |
Note 9 - Stock-based Compensati
Note 9 - Stock-based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 9. Stock-Based Compensation In March 2017, 7,000,000 In March 2017, 3,600,000 13 three first ten $10.49. $37.6 4.75 86% 2.02%. In 2016, 5,000,000 $4,990,000 During 2015, 500,000 $500,000 $1,000. $499,000. Stock option activity for the years ended December 31, 2017, 2016, 2015 Weighted Weighted Average Average Remaining Number of Exercise Contractual Life Outstanding at December 31, 2014 33,500,000 $ 0.10 Granted 275,000 0.10 Forfeited - - Outstanding at December 31, 2015 33,775,000 $ 0.10 Granted - - Forfeited - - Outstanding at December 31, 2016 33,775,000 $ 0.10 Granted 3,600,000 10.49 Forfeited (7,000,000 ) Outstanding at December 31, 2017 30,375,000 $ 1.33 4.0 Exercisable at December 31, 2017 24,396,007 $ 0.51 3.6 Stock-based compensation expense was $15 $7.6 $3 December 31, 2017, 2016, 2015, For the year ended December 31, 2017, 505. 505 December 31, 2017, $39.1 2.09 As of December 31, 2017, $115.1 |
Note 10 - Commitments
Note 10 - Commitments | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Commitments Disclosure [Text Block] | 10. 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 March 6, 2018. Effective January 1, 2017, five $200,000. Operating Leases 2015, February 29, 2016, two February 28, 2018. $44,856. August 15, 2017 $3,524, The Company signed a one December 31, 2016, $3,400. September 30, 2017, In 2016, February 28, 2017 one February 2017. $5,200 March 1, 2017 February 28, 2018. In 2017, 30 $500. In 2017, 30 $1,000. In 2017, 65 February 28, 2023. $568,912. $7,600 $10,560 In 2017, two 24 September 30, 2019. $380. Other Agreements 2015, THINKP3 zero December 1, 2015 November 30, 2016. November 21, 2016, November 30, 2017. November 7, 2017, November 30, 2018. $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, 9 The following table summarizes our future minimum payments under contractual commitments, excluding debt, as of December 31, 2017: Payments due by period Total Less than 1 - 3 years 4 - 5 years More than 5 Operating lease obligations 570,238 74,626 350,364 145,248 - Employment contracts 1,241,846 481,846 760,000 - - Total 1,812,084 556,472 1,110,364 145,248 - |
Note 11 - Leases
Note 11 - Leases | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Lessee, Operating Leases [Text Block] | 11. Leases As of December 31, 2017, five fourth 10 2, 842 one 842 842, $377,129 December 31, 2017, $359,504 $70,492, $289,012, 842 14%. one three nine not not As of December 31, 2017, one Quantitative information regarding the Company’s leases is as follows: Year Ended December 31, 2017 2016 2015 Lease Cost Operating lease cost $ 27,397 $ 77,375 $ 62,250 Short-term lease cost 107,575 - - Total lease cost $ 134,972 $ 77,375 $ 62,250 Other Information Cash paid for the amounts included in the measurement of lease liabilities for operating leases: Operating cash flows 8,740 - - Weighted-average remaining lease term (in years): Operating leases 5.05 N/A N/A Weighted-average discount rate: Operating leases 14 % N/A N/A |
Note 12 - Subsequent Events
Note 12 - Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 12. Subsequent Events On January 9, 2018, 3,666,667 $11,000,001. one 1.5 $4.50. $1.2 $9.8 256,667 256,667 $598,737. five $3.75 92.20% 2.13%. three March 31, 2018. On January 10, 2018, 9% 6 By mutual consent, the Company agreed to extend the note to the unaffiliated third zero April 30, 2018 ( 5 6 January 12, 2018. $25,000 no April 30, 2018 By mutual consent, the Company agreed to extend the note to the unaffiliated third June 30, 2018 ( 5 February 2018. 11% January 2018, 2%” $25,000 no June 30, 2018 In early March 2018, 15,000,000 $0.10 14,150,602 150,000 $10.49 40,511 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation December 31, 2017, 2016 2015, 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 $21.9 $10.7 $6 December 31, 2017, 2016, 2015, June 9, 2017, 7 December 31, 2016 2015 December 31, 2017, January 9, 2018 ( 12 |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments No. 820, three Level 1: Level 2: Level 3: no The Company does not |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition zero December 31, 2017 one |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents three |
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] | Accounts Receivable and Allowance for Doubtful Accounts not no $70,000 December 31, 2017. $70,000, $0, $0 December 31, 2017, 2016, 2015, |
Inventory, Policy [Policy Text Block] | Inventory and Inventory Valuation Allowance $88,772, $0, $0 December 31, 2017, 2016, 2015, |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company records a valuation allowance to reduce the deferred income tax assets to the amount that is more likely than not December 31, 2017, 2016, 2015, |
Income Tax Uncertainties, Policy [Policy Text Block] | Accounting for Uncertainty in Income Taxes December 31, 2017, 2016, 2015, not |
Earnings Per Share, Policy [Policy Text Block] | Net Loss Per Share |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Credit Risk $250,000 |
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, |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment three five $2,000. |
Lessee, Leases [Policy Text Block] | Leases No. 2016 02, 842 December 15, 2018. not December 31, 2017 not no |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long-Lived Assets may not no December 31, 2017, 2016, 2015, |
Research and Development Expense, Policy [Policy Text Block] | Research and Development 2017, 2016, 2015, $586,899, $37,273, $548,889, |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements May 2014, 2014 09, 606 2014 09 July 2015, December 15, 2017 ( may 2014 09 first 2018. one no In May 2017, No. 2017 09, 718 718. December 15, 2017. not |
Reclassification, Policy [Policy Text Block] | Reclassification Certain amounts in the 2016 2017 no |
Note 3 - Property and Equipme20
Note 3 - Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | December 31, December 31, 2017 2016 Furniture and fixtures $ 38,540 $ - Leasehold improvements 11,638 - Computers 53,704 4,657 Vehicles - 16,378 Test/Demo vehicles 407,612 414,023 Total property and equipment 511,494 435,058 Less accumulated depreciation (24,427 ) (17,868 ) Net property and equipment $ 487,067 $ 417,190 |
Note 4 - Income Taxes (Tables)
Note 4 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | December 31, 2017 2016 Net operating loss 1,179,117 580,655 Deferred tax asset attributable to: Net operating loss carryover 3,064,903 1,678,194 Valuation allowance (3,064,903 ) (1,678,194 ) Net deferred tax asset - - Cumulative NOL 14,594,776 7,991,399 Cumulative NOL 21% 3,064,903 1,678,194 |
Note 6 - Debt (Tables)
Note 6 - Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Schedule of Long-term Debt Instruments [Table Text Block] | As of December 31, As of December 31, 2017 2016 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 2,149,000 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 2,149,000 5,177,139 Total of debt $ 2,149,000 $ 5,770,204 |
Note 8 - Stock Warrants (Tables
Note 8 - Stock Warrants (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Warrant [Member] | |
Notes Tables | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Weighted Weighted Average Average Remaining Number of Exercise Contractual Life Outstanding at December 31, 2014 - $ - Granted 1,250,000 4.00 Forfeited - - Outstanding at December 31, 2015 1,250,000 $ 4.00 Granted - - Forfeited - - Outstanding at December 31, 2016 1,250,000 $ 4.00 Granted 549,659 5.36 Forfeited - Outstanding at December 31, 2017 1,799,659 $ 4.42 3.87 Exercisable at December 31, 2017 1,799,659 $ 4.42 3.87 |
Note 9 - Stock-based Compensa24
Note 9 - Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Share-based Compensation, Stock Options, Activity [Table Text Block] | Weighted Weighted Average Average Remaining Number of Exercise Contractual Life Outstanding at December 31, 2014 33,500,000 $ 0.10 Granted 275,000 0.10 Forfeited - - Outstanding at December 31, 2015 33,775,000 $ 0.10 Granted - - Forfeited - - Outstanding at December 31, 2016 33,775,000 $ 0.10 Granted 3,600,000 10.49 Forfeited (7,000,000 ) Outstanding at December 31, 2017 30,375,000 $ 1.33 4.0 Exercisable at December 31, 2017 24,396,007 $ 0.51 3.6 |
Note 10 - Commitments (Tables)
Note 10 - Commitments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Contractual Obligation, Fiscal Year Maturity Schedule [Table Text Block] | Payments due by period Total Less than 1 - 3 years 4 - 5 years More than 5 Operating lease obligations 570,238 74,626 350,364 145,248 - Employment contracts 1,241,846 481,846 760,000 - - Total 1,812,084 556,472 1,110,364 145,248 - |
Note 11 - Leases (Tables)
Note 11 - Leases (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Lease, Cost [Table Text Block] | Year Ended December 31, 2017 2016 2015 Lease Cost Operating lease cost $ 27,397 $ 77,375 $ 62,250 Short-term lease cost 107,575 - - Total lease cost $ 134,972 $ 77,375 $ 62,250 Other Information Cash paid for the amounts included in the measurement of lease liabilities for operating leases: Operating cash flows 8,740 - - Weighted-average remaining lease term (in years): Operating leases 5.05 N/A N/A Weighted-average discount rate: Operating leases 14 % N/A N/A |
Note 2 - Summary of Significa27
Note 2 - Summary of Significant Accounting Policies (Details Textual) | 12 Months Ended | ||
Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Net Income (Loss) Attributable to Parent | $ (21,903,000) | $ (10,685,000) | $ (6,035,000) |
Assets, Fair Value Disclosure, Recurring | $ 0 | ||
Revenue Recognition, Number of Transactions Resulting in Revenue Recognition During Period | 1 | ||
Accounts Receivable, Net, Current | $ 0 | ||
Other Receivables, Net, Current | 70,000 | ||
Allowance for Doubtful Accounts Receivable, Current | 70,000 | 0 | 0 |
Inventory Valuation Reserves | 88,772 | 0 | 0 |
Unrecognized Tax Benefits | 0 | 0 | 0 |
Property, Plant, and Equipment, Threshold for Capitalization of Purchases | 2,000 | ||
Impairment of Long-Lived Assets Held-for-use | 0 | 0 | 0 |
Research and Development Expense | 586,899 | $ 37,273 | $ 548,889 |
Liabilities, Fair Value Disclosure, Recurring | $ 0 | ||
Minimum [Member] | Property, Plant, and Equipment Other than Leasehold Improvements [Member] | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Maximum [Member] | Property, Plant, and Equipment Other than Leasehold Improvements [Member] | |||
Property, Plant and Equipment, Useful Life | 5 years |
Note 3 - Property and Equipme28
Note 3 - Property and Equipment, Net (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Depreciation | $ 18,600 | $ 12,804 | $ 7,102 |
Gain (Loss) on Disposition of Property Plant Equipment | (25,000) | ||
Test/Demo Vehicles [Member] | |||
Gain (Loss) on Disposition of Property Plant Equipment | $ (25,679) |
Note 3 - Property and Equipme29
Note 3 - Property and Equipment, Net - Components of Property and Equipment, Net (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Property and equipment, gross | $ 511,494 | $ 435,058 |
Less accumulated depreciation | (24,427) | (17,868) |
Property and equipment, net | 487,067 | 417,190 |
Furniture and Fixtures [Member] | ||
Property and equipment, gross | 38,540 | |
Leasehold Improvements [Member] | ||
Property and equipment, gross | 11,638 | |
Computer Equipment [Member] | ||
Property and equipment, gross | 53,704 | 4,657 |
Vehicles [Member] | ||
Property and equipment, gross | 16,378 | |
Test/Demo Vehicles [Member] | ||
Property and equipment, gross | $ 407,612 | $ 414,023 |
Note 4 - Income Taxes (Details
Note 4 - Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Loss Carryforwards | $ 14,594,776 | $ 7,991,399 | $ 5,055,663 | |
Scenario, Forecast [Member] | ||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% |
Note 4 - Income Taxes - Deferre
Note 4 - Income Taxes - Deferred Tax Amount (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Net operating loss | $ 1,179,117 | $ 580,655 | |
Deferred tax asset attributable to: | |||
Net operating loss carryover | 3,064,903 | 1,678,194 | |
Valuation allowance | (3,064,903) | (1,678,194) | |
Net deferred tax asset | |||
Cumulative NOL | $ 14,594,776 | $ 7,991,399 | $ 5,055,663 |
Note 4 - Income Taxes - Defer32
Note 4 - Income Taxes - Deferred Tax Amount (Details) (Parentheticals) | 12 Months Ended |
Dec. 31, 2018 | |
Scenario, Forecast [Member] | |
Corporate tax rate | 21.00% |
Note 5 - Notes Receivable (Deta
Note 5 - Notes Receivable (Details Textual) - USD ($) | Dec. 31, 2017 | Jun. 29, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Payments to Acquire Notes Receivable | $ 500,000 | $ 450,000 | ||||
Note Receivable Issued in June 2017 [Member] | ||||||
Payments to Acquire Notes Receivable | $ 500,000 | |||||
Notes Receivable, Stated Interest Rate | 9.00% | |||||
Proceeds from Collection of Notes Receivable | $ 0 | |||||
Note Receivable Issued in December 2016 [Member] | ||||||
Payments to Acquire Notes Receivable | $ 500,000 | |||||
Notes Receivable, Periodic Payment, Interest | $ 10,000 |
Note 6 - Debt (Details Textual)
Note 6 - Debt (Details Textual) - USD ($) | Dec. 31, 2017 | May 12, 2017 | Jan. 30, 2017 | Nov. 18, 2016 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Mar. 17, 2017 | Jan. 31, 2015 |
Amortization of Debt Discount (Premium) | $ 130,000 | $ 660,000 | $ 424,000 | |||||||||
Accretion of Discount on Note Receivable | $ 46,000 | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,799,659 | 1,799,659 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4.42 | $ 4 | $ 4.42 | $ 4 | $ 4 | |||||||
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 | |||||||||||
Warrants and Rights Outstanding | $ 349,042 | |||||||||||
Convertible Debt [Member] | ||||||||||||
Debt Instrument, Face Amount | $ 645,000 | $ 645,000 | $ 645,000 | $ 601,840 | ||||||||
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 | 156,955 | 94,660 | |||||||||
Debt Instrument, Unamortized Discount | $ 0 | 51,935 | 0 | 51,935 | 163,015 | |||||||
Convertible Debt [Member] | Notes Payable Convertible at $0.50 [Member] | ||||||||||||
Debt Instrument, Face Amount | $ 45,000 | $ 45,000 | ||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.50 | $ 0.50 | ||||||||||
Convertible Debt [Member] | Notes Payable Convertible at $0.10 [Member] | ||||||||||||
Convertible Debt | $ 0 | $ 0 | ||||||||||
Debt Instrument, Face Amount | $ 600,000 | $ 600,000 | ||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.10 | $ 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 | $ 25,000 | ||||||||||
Convertible Debt [Member] | Minimum [Member] | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | 3.00% | ||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | ||||||||
Convertible Debt [Member] | Maximum [Member] | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.00% | ||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.50 | $ 0.50 | $ 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 | $ 328,609 | $ 157,138 | |||||||||
Debt Instrument, Extension Period | 180 days | |||||||||||
Debt Issuance Costs, Gross | $ 514,753 | $ 514,753 | 514,753 | 514,753 | $ 514,753 | |||||||
Repayments of Secured Debt | 2,106,325 | |||||||||||
Debt Conversion, Original Debt, Amount | $ 884,700 | |||||||||||
Convertible Subordinated Debt [Member] | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | |||||||||||
Interest Expense, Debt | 3,347 | 174,998 | 170,698 | |||||||||
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 | $ 500,000 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | 0.00% | ||||||||||
Debt Instrument, Fee Amount | $ 50,000 | $ 50,000 | ||||||||||
Company in the Zero Emission Technology Industry [Member] | ||||||||||||
Financing Receivable, Net | 500,000 | 500,000 | ||||||||||
Notes Receivable, Periodic Payment, Interest | 10,000 | |||||||||||
Accretion of Discount on Note Receivable | $ 45,833 | |||||||||||
Proceeds from Collection of Notes Receivable | $ 0 | |||||||||||
Acaccia [Member] | ||||||||||||
Proceeds from Convertible Debt | 42,160 | $ 20,275 | $ 207,465 | |||||||||
Convertible Debt | $ 359,000 | $ 359,000 |
Note 6 - Debt - Long-term Debt
Note 6 - Debt - Long-term Debt (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Total of debt | $ 2,149,000 | $ 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 | 2,149,000 | 5,255,325 | |
Cumulative amortization of debt discount | 50,000 | 4,167 | |
Total of debt | 2,149,000 | 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 6 - Debt - Long-term Deb36
Note 6 - Debt - Long-term Debt (Details) (Parentheticals) - Convertible Debt [Member] - $ / shares | Dec. 31, 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 7 - Common Stock (Details
Note 7 - Common Stock (Details Textual) - USD ($) | Jun. 09, 2017 | Jun. 08, 2017 | Jan. 30, 2017 | Sep. 29, 2016 | Jul. 08, 2016 | May 04, 2016 | Mar. 31, 2017 | Jul. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2012 | Nov. 15, 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 | |||||||||||||
Stock Issued During Period, Shares, IPO, Shares Sold by Stockholders | 342,273 | |||||||||||||
Stock Issued During Period, Value, New Issues | $ 12,550,000 | $ 188,000 | $ 1,982,000 | |||||||||||
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 | |||||||||||||
Stock Issued During Period, Shares, Issued for Third-Party Services | 98,000 | |||||||||||||
Stock Issued During Period, Value, Issued for Third-party Services | $ 98,000 | |||||||||||||
Agreement for Anticipated Purchase of Common Stock, Advance Provided by Shareholder to Company Officer and Director | $ 64,000 | |||||||||||||
Agreement for Anticipated Purchase of Common Stock, Number of Shares Anticipated to be Purchased | 32,000,000 | |||||||||||||
Payments for Stock Rescission | $ 64,000 | $ 54,000 | ||||||||||||
Stock Rescinded During Period, Shares, Previous Issues | 32,000,000 | |||||||||||||
Agreement for Anticipated Purchase of Common Stock, Number of Shares Returned to Shareholder | 5,000,000 | 5,000,000 | ||||||||||||
Allocated Share-based Compensation Expense | $ 15,000,000 | $ 7,600,000 | $ 3,000,000 | |||||||||||
Purchase of Acaccia Shares by Chief Financial Officer [Member] | ||||||||||||||
Related Party Transaction, Number of Shares Purchased | 10,000 | |||||||||||||
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 Arrangement, Monthly Fee | $ 5,000 | |||||||||||||
Consulting Arrangement, Term | 1 year | |||||||||||||
Consulting Arrangement, Term of Automatic Extension | 1 year | |||||||||||||
Stock Issued During Period, Shares, Issued for Services | 100,000 | |||||||||||||
Agreement to Repurchase Stock, Repurchase Price | $ 0.00001 | |||||||||||||
Payments for Consulting Agreement, Contingent Agreement | $ 800,000 | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 350,000 | |||||||||||||
Payments For Consulting Fees | $ 800,000 | |||||||||||||
Stock Rescinded During Period, Shares, Issued for Prepaid Services | 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 | |||||||||||||
Third-party Investors [Member] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 206,400 | 2,659,000 | ||||||||||||
Stock Issued During Period, Value, New Issues | $ 188,000 | $ 1,982,000 | ||||||||||||
Dennis Di Ricco [Member] | ||||||||||||||
Percent of Common Stock Owned | 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 | |||||||||||||
Chief Financial Officer [Member] | ||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 86,500 | |||||||||||||
Chief Executive Officer [Member] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 500,000 | |||||||||||||
Stock Issued During Period, Value, New Issues | $ 500,000 | |||||||||||||
Allocated Share-based Compensation Expense | $ 4,990,000 | $ 4,990,000 | $ 499,000 | |||||||||||
Chief Executive Officer [Member] | Third-party Investors [Member] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 500,000 | |||||||||||||
Convertible Debt [Member] | ||||||||||||||
Debt Instrument, Face Amount | $ 645,000 | 645,000 | $ 601,840 | |||||||||||
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 8 - Stock Warrants (Detail
Note 8 - Stock Warrants (Details Textual) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
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 | $ 4 | |
Class of Warrant or Right, Intrinsic Value | $ 500,000 | |||
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 8 - Stock Warrants - Warra
Note 8 - Stock Warrants - Warrant Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Outstanding (in shares) | 1,250,000 | 1,250,000 | |
Outstanding, weighted average exercise price (in dollars per share) | $ 4 | $ 4 | |
Granted (in shares) | 549,659 | 1,250,000 | |
Granted, weighted average exercise price (in dollars per share) | $ 5.36 | $ 4 | |
Forfeited (in shares) | |||
Outstanding (in shares) | 1,799,659 | 1,250,000 | 1,250,000 |
Outstanding, weighted average exercise price (in dollars per share) | $ 4.42 | $ 4 | $ 4 |
Outstanding, weighted average remaining contractual life (Year) | 3 years 317 days | ||
Exercisable (in shares) | 1,799,659 | ||
Exercisable, weighted average exercise price (in dollars per share) | $ 4.42 | ||
Exercisable, weighted average remaining contractual life (Year) | 3 years 317 days |
Note 9 - Stock-based Compensa40
Note 9 - Stock-based Compensation (Details Textual) - USD ($) | Jul. 08, 2016 | Mar. 31, 2017 | Jul. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 7,000,000 | |||||
Agreement for Anticipated Purchase of Common Stock, Number of Shares Returned to Shareholder | 5,000,000 | 5,000,000 | ||||
Allocated Share-based Compensation Expense | $ 15,000,000 | $ 7,600,000 | $ 3,000,000 | |||
Stock Issued During Period, Value, New Issues | 12,550,000 | 188,000 | 1,982,000 | |||
Proceeds from Issuance of Common Stock | 12,550,000 | 188,000 | 1,982,000 | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 39,100,000 | |||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 32 days | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 115,100,000 | |||||
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 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||
Share Price | $ 10.49 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Fair Value | $ 37,600,000 | |||||
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% | |||||
Chief Executive Officer [Member] | ||||||
Allocated Share-based Compensation Expense | $ 4,990,000 | $ 4,990,000 | $ 499,000 | |||
Stock Issued During Period, Shares, New Issues | 500,000 | |||||
Stock Issued During Period, Value, New Issues | $ 500,000 | |||||
Proceeds from Issuance of Common Stock | $ 1,000 |
Note 9 - Stock-based Compensa41
Note 9 - Stock-based Compensation - Stock Option Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Outstanding (in shares) | 33,775,000 | 33,775,000 | 33,500,000 |
Outstanding (in dollars per share) | $ 0.10 | $ 0.1 | $ 0.10 |
Granted (in shares) | 3,600,000 | 275,000 | |
Granted (in dollars per share) | $ 10.49 | $ 0.10 | |
Forfeited (in shares) | (7,000,000) | ||
Granted (in dollars per share) | $ 10.49 | $ 0.10 | |
Outstanding (in shares) | 30,375,000 | 33,775,000 | 33,775,000 |
Outstanding (in dollars per share) | $ 1.33 | $ 0.10 | $ 0.1 |
Outstanding (Year) | 4 years | ||
Exercisable (in shares) | 24,396,007 | ||
Exercisable (in dollars per share) | $ 0.51 | ||
Exercisable (Year) | 3 years 219 days |
Note 10 - Commitments (Details
Note 10 - Commitments (Details Textual) - USD ($) | Aug. 15, 2017 | Jan. 01, 2017 | Sep. 01, 2014 | Feb. 28, 2017 | Jun. 30, 2016 | Mar. 31, 2015 | Nov. 30, 2016 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Feb. 28, 2023 |
Operating Leases, Future Minimum Payments Due | $ 570,238 | |||||||||||
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 | |||||||||||
Other Commitments, Termination Notice | 30 days | |||||||||||
Office and Warehouse Facility, Orange, CA [Member] | ||||||||||||
Lessee, Operating Lease, Renewal Term | 2 years | |||||||||||
Operating Lease, Rent Expense, Annual Amount | $ 44,856 | |||||||||||
Operating Lease, Refundable Deposit Forfeited due to Early Termination | $ 3,524 | |||||||||||
Office Lease Newport Beach, CA [Member] | ||||||||||||
Lessee, Operating Lease, Term of Contract | 1 year | |||||||||||
Operating Lease, Monthly Payment | $ 3,400 | |||||||||||
Office Space, Los Altos, CA [Member] | ||||||||||||
Operating Lease, Rent Expense, Annual Amount | $ 5,200 | |||||||||||
Lessee, Operating Lease, Term of Contract | 1 year | 1 year | ||||||||||
Storage Space in Phoenix, Arizona [Member] | ||||||||||||
Operating Lease, Monthly Payment | $ 500 | |||||||||||
Storage Space in Stockton, California [Member] | ||||||||||||
Operating Lease, Monthly Payment | $ 1,000 | |||||||||||
Corporate Office in Corona, California [Member] | ||||||||||||
Lessee, Operating Lease, Renewal Term | 3 years | |||||||||||
Lessee, Operating Lease, Term of Contract | 5 years 150 days | |||||||||||
Operating Lease, Monthly Payment | $ 7,600 | |||||||||||
Operating Leases, Future Minimum Payments Due | $ 568,912 | |||||||||||
Corporate Office in Corona, California [Member] | Scenario, Forecast [Member] | ||||||||||||
Operating Lease, Monthly Payment | $ 10,560 | |||||||||||
Lease for Two Copiers for Corporate Offices [Member] | ||||||||||||
Lessee, Operating Lease, Term of Contract | 2 years | |||||||||||
Operating Lease, Monthly Payment | $ 380 | |||||||||||
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 | 2 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 | |||||||||||
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 10 - Commitments - Future
Note 10 - Commitments - Future Minimum Payments Under Contractual Commitments (Details) | Dec. 31, 2017USD ($) |
Operating lease obligations | $ 570,238 |
Operating lease obligations, less than one year | 74,626 |
Operating lease obligations, 1 - 3 years | 350,364 |
Operating lease obligations, 3 - 5 years | 145,248 |
Operating lease obligations, more than 5 years | |
Employment contracts | 1,241,846 |
Employment contracts, less than one year | 481,846 |
Employment contracts, 1 - 3 years | 760,000 |
Employment contracts, 3 - 5 years | |
Employment contracts, more than 5 years | |
Total | 1,812,084 |
Total, less than one year | 556,472 |
Total, 1 - 3 years | 1,110,364 |
Total, 3 - 5 years | 145,248 |
Total, more than 5 years |
Note 11 - Leases (Details Textu
Note 11 - Leases (Details Textual) | 1 Months Ended | 12 Months Ended | |
Feb. 28, 2017 | Dec. 31, 2017USD ($) | Oct. 01, 2017USD ($) | |
Lessee, Operating Lease, Number of Leases | 5 | ||
Operating Lease, Liability | $ 377,129 | ||
Operating Lease, Right-of-Use Asset | $ 377,129 | ||
Lessee, Operating Lease, Discount Rate | 14.00% | ||
Other Noncurrent Assets [Member] | |||
Operating Lease, Right-of-Use Asset | $ 359,504 | ||
Accrued Liabilities [Member] | |||
Operating Lease, Liability | 70,492 | ||
Other Noncurrent Liabilities [Member] | |||
Operating Lease, Liability | $ 289,012 | ||
Office and Warehouse Leases [Member] | |||
Lessee, Operating Lease, Number of Leases | 4 | ||
Corporate Office in Corona, California [Member] | |||
Lessee, Operating Lease, Number of Options to Extend | 1 | ||
Lessee, Operating Lease, Noticed Required to Extend | 270 days | ||
Lessee, Operating Lease, Term of Contract | 5 years 150 days | ||
Lessee, Operating Lease, Renewal Term | 3 years | ||
Office Space, Los Altos, CA [Member] | |||
Lessee, Operating Lease, Term of Contract | 1 year | 1 year |
Note 11 - Leases - Information
Note 11 - Leases - Information Regarding Leases (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Lease Cost | |||
Operating lease cost | $ 27,397 | $ 77,375 | $ 62,250 |
Short-term lease cost | 107,575 | ||
Total lease cost | 134,972 | 77,375 | 62,250 |
Operating cash flows | $ 8,740 | ||
Weighted-average remaining lease term, operating leases (Year) | 5 years 18 days | ||
Weighted-average discount rate, pperating leases | 14.00% |
Note 12 - Subsequent Events (De
Note 12 - Subsequent Events (Details Textual) - USD ($) | Mar. 15, 2018 | Jan. 12, 2018 | Jan. 09, 2018 | Feb. 28, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Stock Issued During Period, Value, New Issues | $ 12,550,000 | $ 188,000 | $ 1,982,000 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4.42 | $ 4 | $ 4 | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,799,659 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 7,000,000 | |||||||
Secured Debt [Member] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | |||||||
Subsequent Event [Member] | Exercise Price - $0.10 [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 15,000,000 | |||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | $ 0.10 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 14,150,602 | |||||||
Subsequent Event [Member] | Exercise Price - $10.49 [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 150,000 | |||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | $ 10.49 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 40,511 | |||||||
Subsequent Event [Member] | Note Receivable Issued in December 2016 [Member] | ||||||||
Note Receivable, Extension Fee | $ 25,000 | |||||||
Subsequent Event [Member] | Note Receivable Issued in June 2017 [Member] | ||||||||
Note Receivable, Extension Fee | $ 25,000 | |||||||
Notes Receivable, Default Interest Rate | 11.00% | |||||||
Notes Receivable, Basis Spread on Stated Rate upon Default | 2.00% | |||||||
Subsequent Event [Member] | Secured Debt [Member] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | |||||||
Subsequent Event [Member] | Follow-on Offering [Member] | ||||||||
Stock Issued During Period, Shares, New Issues | 3,666,667 | |||||||
Stock Issued During Period, Value, New Issues | $ 11,000,001 | |||||||
Stock Issuance Costs Incurred | 1,200,000 | |||||||
Proceeds from Issuance or Sale of Equity, Net of Issuance Costs | $ 9,800,000 | |||||||
Subsequent Event [Member] | Follow-on Offering [Member] | Warrants Issued to Purchasers of Common Stock [Member] | ||||||||
Class of Warrant or Right, Issued During Period per Common Share Issued | 1.5 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4.50 | |||||||
Subsequent Event [Member] | Follow-on Offering [Member] | Warrants Issued to Underwriters [Member] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 256,667 | |||||||
Warrants and Rights Outstanding | $ 598,737 | |||||||
Fair Value Assumptions, Expected Term | 5 years | |||||||
Fair Value Assumptions, Exercise Price | $ 3.75 | |||||||
Fair Value Assumptions, Expected Volatility Rate | 92.20% | |||||||
Fair Value Assumptions, Risk Free Interest Rate | 2.13% |