Document And Entity Information
Document And Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 08, 2019 | Jun. 29, 2018 | |
Document And Entity Information [Abstract] | |||
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 Emerging Growth Company | true | ||
Entity Small Business | true | ||
Entity Ex Transition Period | true | ||
Entity Shell Company | false | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding (in shares) | 72,732,292 | ||
Entity Public Float | $ 61.7 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
ASSETS | ||
Cash and cash equivalents | $ 3,759,000 | $ 2,446,000 |
Marketable securities | 3,949,000 | |
Accounts receivable | 996,621 | 0 |
Notes receivable, net | 300,000 | 1,000,000 |
Inventory, net | 0 | 225,000 |
Other current assets | 1,175,000 | 778,000 |
Total current assets | 10,180,000 | 4,449,000 |
Property and equipment, net | 150,091 | 487,067 |
Other non-current assets | 503,000 | 386,000 |
Total assets | 10,833,000 | 5,322,000 |
Current liabilities: | ||
Accounts payable | 342,000 | 30,000 |
Accrued liabilities | 968,000 | 514,000 |
Notes payable, net | 2,149,000 | |
Line of credit | 1,700,000 | |
Total current liabilities | 3,010,000 | 2,693,000 |
Long-term liabilities | ||
Other non-current liabilities | 219,000 | 289,000 |
Total liabilities | 3,229,000 | 2,982,000 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, 5,000,000 authorized, $0.00001 par value per share, none issued and outstanding as of December 31, 2018, and December 31, 2017 | ||
Common stock, 350,000,000 authorized, $0.00001 par value per share, 72,732,292 and 68,070,930 issued and outstanding as of December 31, 2018, and December 31, 2017, respectively | 1,000 | 1,000 |
Additional paid-in capital | 61,628,000 | 45,316,000 |
Accumulated deficit | (54,025,000) | (42,977,000) |
Total stockholders’ equity | 7,604,000 | 2,340,000 |
Total liabilities and stockholders’ equity | $ 10,833,000 | $ 5,322,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
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) | 350,000,000 | 350,000,000 |
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares issued (in shares) | 72,732,292 | 68,070,930 |
Common stock, shares outstanding (in shares) | 72,732,292 | 68,070,930 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||
Sales | $ 5,011 | $ 425 |
Cost of sales | 4,878 | 479 |
Gross profit (loss) | 133 | (54) |
Operating expenses: | ||
General and administrative | 10,651 | 18,705 |
Consulting | 171 | 2,252 |
Research and development | 686 | 587 |
Total operating expenses, net | 11,508 | 21,544 |
Loss from operations | (11,375) | (21,598) |
Other income (expense): | ||
Interest income (expense), net | 189 | (322) |
Other income | 138 | 20 |
Total other income (expense) | 327 | (302) |
Loss before income taxes | (11,048) | (21,900) |
Income tax expense | (3) | |
Net loss | $ (11,048) | $ (21,903) |
Net loss per share to common stockholders: | ||
Basic and diluted | $ (0.15) | $ (0.33) |
Weighted shares used in the computation of net loss per share: | ||
Basic and diluted | 72,185,167 | 66,537,525 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] |
Balance at Dec. 31, 2016 | $ (2,707) | $ 1 | $ 18,366 | $ (21,074) |
Balance (in shares) at Dec. 31, 2016 | 58,542,350 | |||
Common stock issued due to debt conversion | 726 | 726 | ||
Common stock issued due to debt conversion (in shares) | 6,868,578 | |||
Common stock issued for cash | 12,550 | 12,550 | ||
Common stock issued for cash (in shares) | 2,510,002 | |||
Offering costs netted against proceeds from common stock issued for cash | (4,437) | (4,437) | ||
Common stock issued for prepaid services cancelled | (100) | (100) | ||
Common stock issued for prepaid services cancelled (in shares) | (100,000) | |||
Common stock issued as offering costs | 1,250 | 1,250 | ||
Common stock issued as offering costs (in shares) | 250,000 | |||
Warrants issued for services | 1,241 | 1,241 | ||
Warrants issued as offering costs | 681 | 681 | ||
Stock based compensation | 15,039 | 15,039 | ||
Net loss | (21,903) | (21,903) | ||
Balance at Dec. 31, 2017 | 2,340 | $ 1 | 45,316 | (42,977) |
Balance (in shares) at Dec. 31, 2017 | 68,070,930 | |||
Common stock issued for cash | 9,803 | 9,803 | ||
Common stock issued for cash (in shares) | 3,666,667 | |||
Common stock issued for stock options exercised | $ 99 | 99 | ||
Common stock issued for stock options exercised (in shares) | 994,695 | 994,695 | ||
Stock based compensation | $ 6,410 | 6,410 | ||
Net loss | (11,048) | (11,048) | ||
Balance at Dec. 31, 2018 | $ 7,604 | $ 1 | $ 61,628 | $ (54,025) |
Balance (in shares) at Dec. 31, 2018 | 72,732,292 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (11,048) | $ (21,903) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 43 | 19 |
Accretion of discount on note receivable | (46) | |
Amortization of debt discount | 130 | |
Provision for bad debt | 200 | 70 |
Stock based compensation expense | 6,410 | 15,039 |
Warrant issued for services | 1,241 | |
Loss on write-down of property and equipment | 385 | 25 |
Write-down of inventory | 15 | 89 |
Write-off of investment | 120 | |
Write-off of patents | 5 | |
Changes in assets and liabilities: | ||
Inventory | 210 | |
Accounts receivable | (997) | |
Other current assets | (496) | (672) |
Other non-current assets | 71 | (267) |
Accounts payable | 312 | (76) |
Accrued liabilities | 454 | 359 |
Other non-current liabilities | (70) | 289 |
Net cash used in operating activities | (4,511) | (5,578) |
Cash flows from investing activities: | ||
Purchase of property and equipment, net | (79) | (114) |
Investment in marketable securities | (3,926) | |
Investment in note receivable, net | (200) | (500) |
Proceeds from repayment of note receivable | 500 | |
Net cash provided by (used in) investing activities | (3,705) | (614) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 11,000 | 12,550 |
Advances on line of credit | 2,800 | |
Principal repayments on line of credit | (1,100) | |
Proceeds from issuance of debt, net of issuance costs | 500 | |
Proceeds from exercise of stock options | 99 | |
Principal repayments of debt | (2,149) | (3,606) |
Payments for deferred offering costs | (1,121) | (1,744) |
Net cash provided by financing activities | 9,529 | 7,700 |
Net change in cash and cash equivalents | 1,313 | 1,508 |
Cash and cash equivalents at the beginning of the period | 2,446 | 938 |
Cash and cash equivalents at the end of the period | 3,759 | 2,446 |
Supplemental cash flow disclosures: | ||
Cash paid for interest expense | 43 | 347 |
Non-cash transactions: | ||
Other non-current asset reclassifed to property & equipment | 12 | |
Deferred offering costs reclassified to equity | $ 76 | 838 |
Warrants issued as offering costs | 681 | |
Conversion of Debt | ||
Non-cash transactions: | ||
Stock issued | 726 | |
Stock Issued for Prepaid Services Rescinded | ||
Non-cash transactions: | ||
Stock issued | 100 | |
Stock Issued for Services | ||
Non-cash transactions: | ||
Stock issued | $ 1,250 |
Organization and Operations
Organization and Operations | 12 Months Ended |
Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Operations | 1. Organization and operations ADOMANI, Inc. (“we”, “us”, “our” or the “Company”) designs and causes to be designed advanced zero-emission electric and hybrid drivetrain systems for integration in new school buses and medium to heavy-duty commercial fleet vehicles. The Company also designs and causes to be designed re-power conversion kits to replace conventional drivetrain systems for combustion powered vehicles with zero-emission electric or hybrid drivetrain systems. The Company is also a provider of new zero-emission electric and hybrid vehicles focused on total cost of ownership. The Company’s drivetrain systems and vehicles are designed to help fleet operators unlock the benefits of green technology and address the challenges of local, state and federal regulatory compliance and traditional-fuel price cost instability, in addition to the health benefits that are a benefit of this technology. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Basis of Presentation —The Company’s consolidated financial statements and related disclosures for the periods ended December 31, 2018 and 2017, have been prepared using the accounting principles generally accepted in the United States (“U.S. GAAP”). Principles of Consolidation —The accompanying financial statements reflect the consolidation of the individual financial statements of ADOMANI, Inc., ADOMANI California, Inc., Adomani (Nantong) Automotive Technology Co. Ltd. (“ADOMANI China”), School Bus Sales of California, Inc., and Zero Emission Truck and Bus Sales of Arizona, Inc. All significant intercompany accounts and transactions have been eliminated. 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 —The carrying values of the Company’s financial instruments, including cash, notes receivable and accounts payable approximate their fair value due to the short-term nature of these financial instruments. Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 820, “Fair Value Measurement” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. It also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets; Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis. Revenue Recognition — The Company recognizes revenue from the sales of advanced zero-emission electric drivetrain systems for fleet vehicles and from contracting to provide related engineering services. In May 2014, the FASB issued new accounting guidance, ASC Topic 606, “Revenue from Contracts with Customers”, to clarify the principles for recognizing revenue and to develop a common revenue standard for GAAP. The amendments in this guidance state that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This new guidance requires enhanced disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized. On January 1, 2018, the Company adopted ASC Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. The adoption of ASC Topic 606 did not result in a cumulative impact on the Company as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under ASC Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with the Company’s historic accounting under ASC Topic 605. In applying ASC Topic 606, the Company is required to 1) identify any contracts with customers, 2) determine if multiple performance obligations exist, 3) determine the transaction price, 4) allocate the transaction price to the respective obligation, and 5) recognize the revenue as the obligation is satisfied. Our existing contracts, under our Blue Bird supply agreement, and work performed for Blue Bird Corporation under a DOE grant, are single-performance obligations and, therefore, require no allocation of the transaction price. The Company recognizes revenue when product is shipped or is billed by its third-party supplier for work performed under the DOE grant. Additionally, t he Company records revenue for these sales at gross, rather than net, as the Company is the principal obligor to Blue Bird Corporation for both the supply agreement and the Statement of Work (“SOW”) for the DOE grant, and assumes the risk for non-performance, or non-compliance, related to any work performed by its subcontractor. Cash and Cash Equivalents — The Company considers all highly liquid investments purchased with an original or remaining maturity of three months or less to be cash equivalents. Marketable Securities —The Company invests in short-term, highly liquid, marketable securities, such as U.S. Treasury notes, U.S. Treasury bonds, and other government-backed securities. The Company classifies these marketable securities as held-to-maturity, as the intent is not to liquidate them prior to the respective stated maturity date. Accounts Receivable and Allowance for Doubtful Accounts —The Company establishes an allowance for bad debts through a review of several factors including historical collection experience, current aging status of the customer accounts, and financial condition of its customers. The Company does not generally require collateral for its accounts receivable. The Company had trade accounts receivable of $996,621 and $0 as of December 31, 2018 and 2017, respectively. As nearly the entire trade accounts receivable balance relates to one customer, which the Company believes to be credit-worthy and, consequently, there is very little chance of default, no allowance has been recorded relative to the trade receivable balance as of December 31, 2018. The Company also had other receivables of $143,734 and $70,000 as of December 31, 2018 and 2017, respectively. The Company provided an allowance for other receivables of $70,000 and $70,000 as of December 31, 2018 and 2017, respectively. Inventory and Inventory Valuation Allowance —The Company records inventory at the lower of cost or market. A valuation allowance is recorded for any inventory determined to be carried at a cost below market. The Company had no inventory on hand as of December 31, 2018. The Company provided an inventory allowance of $0 and $88,772 as of December 31, 2018 and 2017, respectively Inventory Deposits― The Company records all inventory deposits as prepaid assets. Upon completion of production, and acceptance by the Company, deposits are reclassified to either inventory or cost of goods, depending on whether a sale of the product has occurred. The Company had inventory deposits of $882,050 and $375,030 as of December 31, 2018 and 2017, respectively. Income Taxes —The Company uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. The Company records a valuation allowance to reduce the deferred income tax assets to the amount that is more likely than not to be realized. In making such determinations, management considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. As of December 31, 2018 and 2017, the Company recognized a full valuation allowance for all deferred tax assets. Accounting for Uncertainty in Income Taxes —The Company evaluates its uncertain tax positions and will recognize a loss contingency when it is probable that a liability has been incurred as of the date of the financial statements and the amount of the loss can be reasonably estimated. The amount recognized is subject to estimate and management judgment with respect to the likely outcome of each uncertain tax position. The amount that is ultimately sustained for an individual uncertain tax position or for all uncertain tax positions in the aggregate could differ from the amount recognized. At December 31, 2018 and 2017, management did not identify any uncertain tax positions. Net Loss Per Share —Basic net loss per share is calculated by dividing the Company’s net loss applicable to common stockholders by the weighted average number of common shares during the period. Diluted net loss per share is calculated by dividing the Company’s net loss applicable to common stockholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity securities. Concentration of Credit Risk —The Company has credit risks related to cash and cash equivalents on deposit with a federally insured bank, as at times it exceeds the $250,000 maximum amount insured by the Federal Deposit Insurance Corporation. Stock-Based Compensation —The Company accounts for employee stock-based compensation in accordance with the guidance of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation-Stock Compensation, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered. The Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to consultants and other non-employees. In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital over the period during which services are rendered. Property and Equipment — Property and equipment are stated at cost, less accumulated depreciation and amortization. The Company provides for depreciation using the straight-line method over the estimated useful lives of the assets, which range from three to five years, except leasehold improvements, which are being amortized over the life of the lease term. Property and equipment qualify for capitalization if the purchase price exceeds $2,000. Major repairs and replacements, which extend the useful lives of equipment, are capitalized and depreciated over the estimated useful lives of the property. All other maintenance and repairs are expensed as incurred. Leases —The Company has early-adopted ASU No. 2016-02, Leases (Topic 842). The amendment requires companies to recognize leased assets and liabilities on the balance sheet and to disclose key information regarding leasing arrangements. This guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018. Early application of this amendment is permitted for all entities. While the Company does not anticipate that, going forward, leases will be material to its balance sheet, it chose to early-adopt as of December 31, 2017 due to its entering into new leases during the year. These new leases are the only leases required to be included on the Company’s balance sheet under the new standard. Consequently, the adoption of the new lease standard did not have any impact to prior period information. Further, these leases are operating leases and, therefore, have no income statement impact resulting from the adoption of this standard. Impairment of Long-Lived Assets —Long-lived assets, including property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates these assets to determine potential impairment by comparing the carrying amount to the undiscounted estimated future cash flows of the related assets. If the estimated undiscounted cash flows are less than the carrying value of the assets, the assets are written down to their fair value. There was no impairment of long-lived assets, or property and equipment, as of December 31, 2018 and 2017, respectively. Research and Development —Costs incurred in connection with the development of new products and manufacturing methods are charged to operating expenses as incurred. During 2018 and 2017, $686,367 and $586,899, respectively, were expensed as research and development costs. Recent Accounting Pronouncements — In June 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-07, Compensation—Stock Compensation (Topic 718): “Improvements to Nonemployee Share-Based Payment Accounting.” The amendment simplifies several aspects of the accounting for nonemployee share-based payment transactions resulting from expanding the scope of ASC Topic 718, Compensation—Stock Compensation to include share-based payment transactions for acquiring goods and services from nonemployees. The guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018. Early adoption is permitted, including any interim period, for reporting periods for which financial statements have not been issued, but no earlier than an entity’s adoption date of ASC Topic 606. The Company will implement this change beginning in 2019, however, the Company believes it will have minimal impact to its consolidated financial statements. In July 2017, the FASB issued Accounting Standards Update (“ASU”) No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): “(Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Companies and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception.” Part I of this amendment addresses complexities of accounting for certain financial instruments with down round features, and Part II addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity. For public entities, this guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, including adoption in an interim period. The amendments in Part II require no transition guidance, as the amendments have no accounting effect. The Company has chosen to early-adopt this ASU, effective January 1, 2018, however, this amendment has no impact on our financial statements as of December 31, 2017. |
Property and equipment, net
Property and equipment, net | 12 Months Ended |
Dec. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
Property and equipment, net | 3. Property and equipment, net Components of property and equipment, net consist of the following as of December 31, 2018 and 2017: December 31, 2018 December 31, 2017 Furniture and fixtures $ 41,799 $ 38,540 Leasehold improvements 23,338 11,638 Computers 53,704 53,704 Vehicles 67,299 — Test/Demo vehicles 31,728 407,612 Total property and equipment 217,868 511,494 Less accumulated depreciation (67,777 ) (24,427 ) Net property and equipment $ 150,091 $ 487,067 Depreciation and amortization expense was $43,350 and $18,600 for the years ended December 31, 2018 and 2017, respectively. During June 2018, the Company determined that a test/demonstration vehicle would not be further utilized for its intended purpose, thereby affecting future benefits from the asset, and, as such, in June 2018, the Company recognized a loss on write-down of property and equipment of $385,065 relating to the vehicle. The write-down was recorded to research and development expense, as the asset was used as part of research and development activities. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure | 4. Income Taxes The cumulative estimated net operating loss carry-forward is $19,232,484 and $14,594,776 at December 31, 2018 and 2017, respectively, and will expire in the years 2038 and 2037, respectively. Due to the enactment of the Tax Cuts and Jobs Act of 2017 December 31, 2018 2017 Net operating loss 973,919 1,179,117 Deferred tax asset attributable to: Net operating loss carryover 4,038,822 3,064,903 Valuation allowance (4,038,822 ) (3,064,903 ) Net deferred tax asset — — Cumulative NOL 19,232,484 14,594,776 Cumulative NOL at 21% 4,038,822 3,064,903 Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryover for federal income tax reporting purposes are subject to annual limitations. The net operating loss carry-forward includes the years 2012 through 2018. Should a change in ownership occur, net operating loss carryover may be limited as to use in future years. Federal tax returns for tax years since 2014 are still open for examination by the Internal Revenue Service. |
Notes Receivable
Notes Receivable | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Notes Receivable | 5. Notes Receivable On June 29, 2017, the Company loaned $500,000 to an unaffiliated third party with engineering expertise in the electric bus technology industry, with whom the Company, at that time, expected it might seek an alliance at some future date, in order to provide it with working capital. The stated interest rate is 9% per annum, with interest payments due monthly beginning on July 31, 2017. The note is secured by the assets of the borrower and was scheduled to mature on December 31, 2017. In February 2018, the parties agreed to extend the maturity date of the note to June 30, 2018, and in June 2018, the parties agreed to further extend the maturity date of the note until September 30, 2018. The note, as amended, is subject to an extension fee of $35,000 due no later than the September 30, 2018 maturity date. Per the terms of the note, as amended, the borrower was obligated to make past due interest payments in the aggregate amount of $18,750 on or before July 6, 2018. The Company received such past due interest payments on July 6, 2018. All subsequent interest payments prior to the September 30, 2018 maturity were made. The borrower failed to pay the $500,000 principal, along with unpaid and accrued extension fees of $35,000, by the September 30, 2018 maturity date, and the Company considers the note to be in default. The Company notified the borrower in writing of such default on October 1, 2018. The Company recorded a $200,000 allowance as bad debt expense against the note based on preliminary determination of recoverability from the assets owned by the unaffiliated third party. The Company has accrued an additional fee of $15,000, late fees on the extension fees of $1,750, and is accruing monthly interest at the default rate, which is the stated rate of interest plus 2%, or $4,583, in accordance with the note, until resolution occurs. The Company loaned an additional $500,000 to another unaffiliated third party in the zero-emissions technology industry in December 2016. This note was subject to monthly interest of $10,000 and was originally scheduled to mature on December 31, 2017. In January 2018, the parties agreed to extend the maturity of the note to April 30, 2018, and in April 2018, the parties agreed to further extend the maturity date of the note until June 30, 2018. In June 2018, the parties agreed to further extend the maturity date of the note to September 30, 2018. The note, as amended, was subject to an extension fee of $55,000 due no later than the September 30, 2018 maturity date. The borrower repaid the principal outstanding under the note, along with accrued and unpaid interest of $14,603 and extension fees of $55,000, on August 15, 2018. The Company loaned $200,000 pursuant to a secured promissory note to an unaffiliated third party in the energy storage technology industry in September 2018. The stated interest rate under the note is 9% per annum and any unpaid interest will become part of the principal balance after one year and will compound accordingly. The amount outstanding under the note will automatically convert into preferred stock of the borrower in connection with a financing that results in aggregate gross proceeds to the borrower of at least $500,000. Additionally, the Company may optionally convert into preferred stock of the borrower any or all of the amount outstanding under the note at any time. The note is secured by substantially all of the assets of the borrower and is scheduled to mature on December 31, 2020 unless conversion of the note occurs prior to that date. The note is reported as an other non-current asset on the consolidated balance sheet as of December 31, 2018. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | 6. Debt During 2016, 2015 and 2014, the Company issued convertible notes for total proceeds of $42,160, $20,275 and $207,465, respectively, to Acaccia Family Trust (“Acaccia”), formerly a related party. As of December 31, 2016, the outstanding balance of such convertible notes was $359,000. During 2014, the Company issued convertible notes for total proceeds of $286,000 to various third parties. As of December 31, 2016, and 2015, the aggregate face value of the convertible notes issued to third and related parties was $645,000 and $601,840, respectively. All notes had a three-year maturity and bore interest at rates of 3% or 5% per annum. The terms of such loans permitted conversion of all outstanding principal and accrued interest into shares of common stock, with loans totaling $45,000 convertible at a rate of $0.50 per share and loans totaling $600,000, including the convertible notes issued to Acaccia, convertible at $0.10 per share. During 2016, the Company’s CFO purchased $25,000 of the $645,000 convertible notes outstanding from Acaccia. Effective January 30, 2017, all holders of such convertible debt converted their debt, which totaled $725,584, consisting of the outstanding principal amount and accrued and unpaid interest as of the date of conversion, into 6,868,578 shares of common stock (“Common Stock”) in anticipation of its initial public offering (“IPO”) (see Note 7). As of December 31, 2017, all such convertible notes have been converted and no balance remains outstanding thereunder. No gain or loss resulted from the conversion of this debt to equity. 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 and $20,275 during 2016 and 2015, respectively, which was recognized as an increase to paid-in capital and a corresponding debt discount. The debt discount was being amortized to interest expense on an effective interest basis over the maturity of the notes. For the years ended December 31, 2017 and 2018, debt discount amortization associated with these notes was $51,935, and $0, respectively, which was recognized as interest expense in the accompanying consolidated statements of operations. The unamortized discount of these convertible notes was $0 at December 31, 2017 and 2018. During 2015, the Company issued two-year secured promissory notes with an aggregate face value of $5,147,525 to third-party lenders for cash. The notes are secured by all the assets of the Company, matured between January and November 2017 and bear interest at 9%. The Company has notified all holders of the 9% secured notes payable that it was exercising its option to extend the maturity dates six months pursuant to the provisions of the notes. In connection with these notes, the Company incurred debt issuance costs of $514,753, which are being recognized as debt discount and amortized over the life of the notes. During the years ended December 31, 2017 and 2018, the debt discount amortization associated with these notes was $29,006 and $0, respectively, which was recognized as interest expense in the accompanying consolidated statements of operations. As of December 31, 2017, the debt issuance costs associated with these notes have been fully amortized. As of December 31, 2017, the Company has repaid in cash $2,106,325 in principal relative to these notes. In September 2016, the Company authorized the exchange of $884,700 principal amount of these notes for 884,700 shares of Common Stock. There was no gain or loss that resulted from the conversion of the notes to equity. On January 10, 2018, upon the Company’s receipt of the proceeds from its follow-on offering (described in Note 7), the Company repaid the $2,149,000 of remaining principal and accrued and unpaid interest outstanding under these secured notes. On November 18, 2016, the Company issued a promissory note with a principal amount of $500,000 to a stockholder in order to insure adequate working capital through the close of its IPO. The loan evidenced by the note was for a period of one year, at an interest rate of 5% per annum, with the principal and any unpaid interest due and payable in cash at maturity. On March 17, 2017, due to unforeseen delays in the closing of the IPO, the Company issued a second promissory note with a principal amount of $500,000 to the same stockholder in order to address additional liquidity concerns. The second note also bore interest at a rate of 5% per annum, with the principal and any unpaid interest due and payable in cash at maturity. The loans were scheduled to mature on November 15, 2017, unless previously repaid in accordance with the terms thereof. On May 12, 2017, the Company repaid both notes, plus accrued and unpaid interest of $15,685, from the proceeds of the initial closing of the IPO. In December 2016, the Company borrowed $500,000 from an unaffiliated third party. The loan was scheduled to mature on June 15, 2017. It contained no stipulated interest rate, but the Company was obligated to pay loan fees of $50,000 to the lender. The proceeds of the loan were immediately used to loan $500,000 to an unaffiliated company in the zero-emissions technology industry that specializes in drivetrain solutions for zero-emission and hybrid vehicles. The loan, carried as a note receivable on the balance sheet, contains the same provisions, including the loan fees payable to the Company, as the note payable discussed above in this paragraph, and also was scheduled to mature on June 15, 2017. The Company repaid the loan to the unaffiliated third party on May 12, 2017 from the proceeds of the initial closing of the IPO. The maturity date for the note receivable was extended to December 31, 2017, and the unaffiliated third party began paying interest of $10,000 per month to the Company. During the year ended December 31, 2017, the related amortization expense recognized on this loan amounted to $45,833. The note was not repaid when due on December 31, 2017, but was extended to September 30, 2018, and was repaid in August 2018 (see Note 5). In January 2015, in connection with the 2015 9% secured notes payable financing discussed above, the Company agreed to issue a warrant exercisable for 1,250,000 shares of Common Stock of the Company at an exercise price of $4.00 per share. The warrant, actually issued in September 2016, was valued using the Black-Scholes option-pricing model and the resulting fair market value of $349,042 was recorded in 2015 as debt discount and is being amortized over the term of the notes. Interest expense relating to the amortization of this discount was $3,347 and $0 for the years ended December 31, 2017 and 2018, respectively. As of December 31, 2017, the fair market value of the warrant was fully amortized. Details of notes payable at December 31, 2018 and 2017 are as follows: As of December 31, As Of December 31, 2018 2017 Notes Payable Principal amount outstanding — 2,149,000 Cumulative discount for finance charges incurred — (514,753 ) Cumulative discount for warrant — (349,042 ) Cumulative discount for 9% notes — (50,000 ) Cumulative amortization of finance charges — 514,753 Cumulative amortization of warrant expense — 349,042 Cumulative amortization of 9% notes — 50,000 Subtotal of notes payable — 2,149,000 Total of debt $ — $ 2,149,000 Effective May 2, 2018, the Company secured a line of credit from Morgan Stanley Private Bank, National Association (“Morgan Stanley”). Borrowings under the line of credit bear interest at 30-day LIBOR plus 2.0%. There is no maturity date for the line, but Morgan Stanley may at any time, in its sole discretion and without cause, demand the Company immediately repay any and all outstanding obligations under the line of credit in whole or in part. The line is secured by the cash and cash equivalents maintained by the Company in its Morgan Stanley accounts, which was approximately $7.6 million as of December 31, 2018, and borrowings under the line may not exceed 95% of such cash and cash equivalent balances, subject to a maximum of $7 million. Such borrowing threshold, however, is subject to change at Morgan Stanley’s discretion and depends upon the holdings in the Company’s accounts, the maturity dates of the securities in the accounts and the credit quality of the underlying insurers. As of December 31, 2018, the principal amount outstanding under this line of credit was approximately $1.7 million, and the undrawn borrowing availability was $5.3 million. During 2018, the Company received advances of $2.8 million from the line of credit and repaid $1.1 million. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Common Stock | 7. Common Stock Effective January 30, 2017, all holders of the $645,000 original principal amount of convertible debt converted their debt, which totaled $725,584, consisting of the outstanding principal amount and accrued and unpaid interest as of the date of conversion, into 6,868,578 shares of Common Stock (see Note 6). In March 2017, Dennis Di Ricco, who formerly served as the trustee of Acaccia, along with his family members and trusts) relinquished voting and investment power over all securities of the Company they owned, which constituted approximately 22% of the outstanding Common Stock of the Company. Mr. Di Ricco also surrendered his options to purchase up to 7,000,000 shares of common stock for forfeiture and cancellation (see Note 9), and sold (in a private transaction to which the Company was not a party) all 2,500,000 shares of Common Stock held as of record by his IRA. In connection with the foregoing, the Company and Mr. Di Ricco also terminated their consulting relationship. In March 2016, the Company entered into a consulting agreement with Redwood Group International Limited (“Redwood”). In exchange for its services, Redwood received $5,000 per month in retainer payments and was eligible to receive other fees and warrants, as set forth in the consulting agreement. The initial term of the consulting agreement was 12 months, ending on February 28, 2017, although the term would automatically extend for an additional 12 months unless terminated by either party. On September 29, 2016, the Company executed a letter agreement with Redwood, pursuant to which it issued to Redwood an additional 100,000 shares of Common Stock, subject to Redwood satisfying certain performance thresholds. If Redwood failed to meet such performance thresholds, the agreement provided the Company with an exclusive option to reacquire all or a portion of the shares of Common Stock at $0.00001 per share. On November 15, 2016, the Company and Redwood agreed to terminate the original consulting agreement and entered into a new consulting agreement that was set to expire upon thirty days’ written notice by either party following the successful completion of the Company’s IPO. The new consulting agreement was substantially similar to the prior agreement with respect to fees and warrants due to Redwood, and provided that the Company would pay Redwood a sum of $800,000 and issue Redwood a warrant to acquire 350,000 shares of Common Stock. In May 2017, the Company and Redwood mutually agreed to terminate this agreement. On June 8, 2017, the Company paid a fee of $800,000 to Redwood and issued Redwood a warrant to purchase 350,000 shares of Common Stock, in connection with which the Company cancelled the 100,000 shares of Common Stock it had previously issued pursuant to the September 2016 letter agreement. The warrant to purchase 350,000 shares of Common Stock was valued using the Black-Scholes method resulting in a fair market value of $1.24 million, which was charged to consulting expense for the year ended December 31, 2017. The assumptions used in the valuation included the term of 5 years, the exercise price of $5.00 per share, volatility of 92% and a risk-free interest rate of 1.75%. The fair value of the warrant was recorded as consulting expense during the year ended December 31, 2017. On June 9, 2017, the Company consummated the final closing of the IPO. The Company sold an aggregate of 2,852,275 shares of Common Stock, of which 342,273 shares were sold on behalf of certain stockholders of the Company who elected to participate in the IPO, for aggregate gross proceeds of $14,261,375. Net proceeds received after deducting commissions, expenses and fees of approximately $2.5 million and the $1,711,365 proceeds remitted to selling stockholders for the sale of their shares, amounted to approximately $10.0 million. As such, the Company issued and sold an aggregate of 2,510,002 shares of Common Stock in connection with the IPO, excluding the shares sold by the selling stockholders. In connection with the final closing of the IPO on June 9, 2017, the Company issued an additional 250,000 shares of Common Stock, valued at $1,250,000 under the terms of a consulting agreement. Under the terms of the underwriting agreement executed in connection with the IPO, the Company issued to Boustead Securities, LLC a warrant to purchase 199,659 shares of Common Stock. The warrant to purchase 199,659 shares of Common Stock was valued using the Black-Scholes option-pricing model resulting in a fair market value of $680,543. The assumptions used in the valuation included the term of 5 years, the exercise price of $6.00 per share, volatility of 92% and a risk-free interest rate of 1.75%. The fair value of the warrant was recorded as offering costs and netted against additional paid in capital during the year ended December 31, 2017. On January 9, 2018, the Company consummated the closing of a follow-on offering of units, each consisting of one share of common stock and a warrant to purchase 1.5 shares of common stock at an exercise price of $4.50. The Company sold an aggregate of 3,666,667 units for aggregate gross proceeds of approximately $11.0 million. Net proceeds received after deducting commissions, expenses and fees of approximately $1.2 million amounted to approximately $9.8 million. Under the terms of the underwriting agreement executed in connection with the follow-on offering, the Company issued to Boustead Securities, LLC and Roth Capital Partners, LLC warrants to purchase an aggregate of 256,667 shares of common stock. The warrants to purchase 256,667 shares of common stock were valued using the Black-Scholes option-pricing model, resulting in a fair market value of $598,737. The assumptions used in the valuation of the warrants issued to Boustead Securities, LLC and Roth Capital Partners, LLC included the term of five years, the exercise price of $3.75 per share, volatility of 92.20% and a risk-free interest rate of 2.13%. The fair value of these warrants was recorded as offering costs and netted against additional paid-in capital during the three months ended March 31, 2018. During May, June and August 2018, certain non-employees exercised options to purchase an aggregate of 994,695 shares of common stock, for which the Company received aggregate gross proceeds of $99,470 (see Note 9). |
Stock Warrants
Stock Warrants | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders Equity Note [Abstract] | |
Stock Warrants | 8. Stock Warrants As of December 31, 2018, the Company has issued warrants to purchase 7,556,323 shares of Common Stock, consisting of a warrant to purchase 199,659 shares of Common Stock with a measurement price of $5.00 and an exercise price of $6.00, a warrant to purchase 350,000 shares of Common Stock with a measurement price of $5.00 and an exercise price of $5.00, a warrant to purchase 1,250,000 shares of Common Stock with a measurement price of $1.00 and an exercise price of $4.00, three warrants to purchase 750,001 shares of Common Stock with a measurement price of $3.21 and an exercise price of $4.50, two warrants to purchase 256,667 shares of Common Stock with a measurement price of $3.21 and an exercise price of $3.75, and eleven warrants to purchase 4,749,996 shares of Common Stock with a measurement price of $3.29 and an exercise price of $4.50. The Company’s stock warrant activity for the years ended December 31, 2018 and 2017 is summarized as follows: Weighted Average Weighted Remaining Number of Shares Average Exercise Price Contractual Life (years) 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 3.9 Granted 5,756,664 $ 4.47 Forfeited Outstanding at December 31, 2018 7,556,323 $ 4.45 3.8 Exercisable at December 31, 2018 7,556,323 $ 4.45 3.8 As of December 31, 2018, the outstanding warrants have no intrinsic value. |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 9. Stock-Based Compensation In March 2017, Dennis Di Ricco surrendered his options to purchase up to 7,000,000 shares of Common Stock for forfeiture or cancellation. In March 2017, the board of directors of the Company (the “Board”) consented to the grant of options to purchase an aggregate of 3,600,000 shares of Common Stock to 13 people (employees and current Board members). The options vest over a three-year period, and the exercise price was determined based on the average of the trading price of the Company’s Common Stock on the Nasdaq Capital Market for the first ten days following the close of its IPO, which was $10.49. The options were valued using the Black-Scholes option-pricing model, resulting in a fair market value of $37.6 million. The assumptions used in the valuation included an expected term of 4.75 years; volatility of 86% and a risk-free interest rate of 2.02%. In June 2018, these options were voluntarily surrendered as discussed below. On March 6, 2018, Edward R. Monfort ceased serving as the Company’s Chief Technology Officer. Upon Mr. Monfort’s separation from service, the Company’s board of directors suspended Mr. Monfort’s outstanding options. Although such options remain outstanding, they were unexercisable as of December 31, 2018 and through the date of this Annual Report. As of December 31, 2018, outstanding options to purchase an aggregate of 14,297,902 shares of common stock are attributable to Mr. Monfort. In March 2018, the Company determined that certain non-employees, to whom it previously granted options, were no longer providing services to the Company. As a result, the Company canceled unvested options to purchase 297,694 shares of common stock previously granted pursuant to the Company’s 2012 Stock Option and Stock Incentive Plan (the “2012 Plan”), effective as of February 28, 2018. In accordance with GAAP, the Company reversed $423,308 of previously recorded expense with respect to such unvested options. During May, June and August 2018, certain non-employees exercised options to purchase an aggregate of 994,695 shares of common stock, for which the Company received aggregate gross proceeds of $99,470. In June 2018, unexercised options to purchase an aggregate of 499,123 shares of common stock previously held by such non-employees terminated in accordance with their terms, and the Company agreed to extend the exercise period of one non-employee’s option to purchase 207,968 shares of common stock until July 31, 2018. In July 2018, the Company agreed to further extend the exercise period of such option to August 31, 2018, and on August 31, 2018, such option expired unexercised. In April 2018, the Company’s board of directors granted to certain employees and directors options to purchase an aggregate of 655,000 shares of common stock pursuant to the Company’s 2017 Equity Incentive Plan. The options vest over a three-year period, with one-third of the options vesting on the one-year anniversary of the grant date and the remainder vesting in equal installments thereafter. The exercise price for these options is $1.31 per share. The options were valued using the Black-Scholes option-pricing model, resulting in a fair market value of $229,643. The assumptions used in the valuation included an expected term of 5.75 years, volatility of 62% and a risk-free interest rate of 2.78%. In June 2018, certain employees and directors agreed to voluntarily surrender options to purchase an aggregate of 3,450,000 shares of common stock at an exercise price of $10.49 per share previously issued to such individuals in March 2017 pursuant to the 2012 Plan. Neither the Company nor the holders of such options will have any further rights or obligations with respect to such options, or with respect to any shares of common stock that could have been purchased upon exercise of such options, and none of the holders of the options received any value from the Company in connection with such surrender. The Company recognized stock-based compensation expense relating to these options for the months of April and May 2018 and for 10 days for the month of June 2018, as these options vested monthly on the 10 th Stock option activity for the years ended December 31, 2018 and 2017 is as follows: Weighted Average Weighted Remaining Number of Shares Average Exercise Price Contractual Life (years) 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 Granted 655,000 $ 1.31 Exercised (994,695 ) $ 0.10 Canceled/Forfeited (5,306,883 ) $ 7.05 Outstanding at December 31, 2018 24,728,422 $ 0.15 2.6 Exercisable at December 31, 2018 9,099,510 $ 0.10 2.9 Stock-based compensation expense was $6.4 million and $15 million for the years ended December 31, 2018 and 2017, respectively, and is included in general and administrative expense in the accompanying consolidated statements of operations. As of December 31, 2018, the outstanding options have an intrinsic value of approximately $4.1 million. |
Customer and Vendor Concentrati
Customer and Vendor Concentration | 12 Months Ended |
Dec. 31, 2018 | |
Risks And Uncertainties [Abstract] | |
Customer and Vendor Concentration | 10. Customer and Vendor Concentration For the year ended December 31, 2018, the Company had one customer, Blue Bird Corporation, that accounted for all of its sales, and had one vendor, EDI, a subsidiary of Cummins, Inc., that accounted for all of its cost of sales. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments | 11. Commitments Employment Agreements — The Company had previously entered into an employment agreement with Mr. Monfort, with an effective date of June 1, 2016. The term of the employment agreement was two years, with an annual base salary of $120,000. Additionally, the Company agreed to pay up to $7,000 per month for invoiced expenses relating to research and development to ELO, LLC, which is owned by Mr. Monfort, as well as up to $3,000 per month for services to another consultant selected by Mr. Monfort. Effective as of March 6, 2018, the Company terminated its employment agreement with Mr. Monfort. Effective September 1, 2014, the Company executed an employment agreement with James Reynolds, its Chief Executive Officer. The term of the employment agreement is 5 years, and the agreement provides for an annual base salary of $240,000 and entitles Mr. Reynolds to receive a bonus of 5% Effective January 1, 2017, the Company entered into an employment agreement with Michael Menerey, its Chief Financial Officer. The term of the employment agreement is five years and the agreement provides for an annual base salary of $200,000. Operating Leases — In 2015, the Company signed an office and warehouse lease agreement for a facility in Orange, California, to serve as its primary facility for research and development activity. The initial term of the lease expired on February 29, 2016, at which time the Company extended the lease for two additional years, until February 28, 2018. The total amount due annually under the lease was $44,856. This lease was terminated, effective August 15, 2017 and, because of the early termination, required the refundable deposit, in the amount of $3,524, to be forfeited. In 2016, the Company signed a lease for office space in Los Altos, California, to serve as office space for its Northern California operations. The lease expired on February 28, 2018 and the Company executed a new 10-month lease in March 2018. The total amount due under the lease was $4,730 and the lease period was from March 1, 2018 through December 31, 2018. The Company has signed a one-year lease renewal, expiring on December 31, 2019. The total amount due under the renewal is $5,676. In April 2017, the Company signed a lease for storage space in Phoenix, Arizona to serve as a location to store vehicles and other equipment utilized for marketing and trade-show purposes. The lease was on a month-to-month basis, and the total amount due monthly was $500. The lease was terminated in April 2018. In 2017, the Company signed a lease for storage space in Stockton, California to serve as a location to store vehicles and other equipment utilized for marketing and trade-show purposes. The lease is on a month-to-month basis and can be terminated by either party with 30-days notice. The total due monthly is $1,000. In October 2017, the Company signed a non-cancellable lease for its corporate office space in Corona, California, to serve as its corporate headquarters. The lease is for a period of 65 months, terminating February 28, 2023. The base rent for the term of the lease is $568,912. The total amount due monthly is $7,600 at commencement and will escalate to $10,560 by its conclusion. Additionally, the lease includes five months in which no rent payment is due. In 2017, the Company signed a lease for two copiers for its corporate offices. The lease is for a period of 24 months, terminating September 30, 2019. The total due monthly is $380. Other Agreements — In 2015, the Company entered into a contract with THINKP3 to provide services with the goal of securing federal grant assistance for development of the Company’s zero-emission and hybrid transportation solutions for school bus, commercial, government and utility fleets. The initial term of this contract was December 1, 2015 through November 30, 2016. On November 21, 2016, the parties renewed the agreement through November 30, 2017. On November 7, 2017, the Company renewed the agreement through November 30, 2018. On November 30, 2018, the Company renewed the agreement through November 30, 2019. Fees for these services are $8,000 per month. The contract can be terminated by either party with 30-days’ advance notice. The following table summarizes the Company’s future minimum payments under contractual commitments, excluding debt, as of December 31, 2018: Payments due by period Total Less than one year 1–3 years 4–5 years More than 5 years Operating lease obligations 501,288 118,152 237,888 145,248 — Employment contracts 760,000 360,000 400,000 — — Total 1,261,288 478,152 637,888 145,248 — |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Contingencies | 12. Contingencies On August 2, 2018, Edward R. Monfort, our former Chief Technology Officer and former director, filed a complaint, captioned Edward R. Monfort v. ADOMANI, Inc., et al., Case No.: 18CV332757, in the Superior Court of the State of California for the County of Santa Clara, against us and certain of our executive officers, alleging that we and the other defendants (i) breached the terms of certain common stock subscription agreements to which Mr. Monfort is a party, (ii) fraudulently deprived Mr. Monfort of certain purported equity in the Company and (iii) fraudulently induced Mr. Monfort to execute a release of claims in connection with his June 2016 employment agreement. Mr. Monfort seeks unspecified monetary damages, declaratory relief regarding the extent of his equity ownership in the Company and other relief. On August 24, 2018, we filed a notice of removal pursuant to which we removed the case to the United States District Court for the Northern District of California. On September 24, 2018, Mr. Monfort filed a motion for remand, seeking to remand the proceeding from the United States District Court for the Northern District of California back to the Superior Court of the State of California for the County of Santa Clara. On January 8, 2019, the United States District Court for the Northern District of California denied the motion for remand. On February 7, 2019, we answered Mr. Monfort’s complaint and filed counterclaims against Mr. Monfort alleging counterclaims for: (i) breach of contract; (ii) declaratory judgment; (iii) breach of fiduciary duty; (iv) wrongful dilution; and (v) conversion. We believe that Mr. Monfort’s lawsuit is without merit and intend to vigorously defend the action. On August 23, 2018, a purported class action lawsuit captioned M.D. Ariful Mollik v. ADOMANI, Inc. et al., Case No. RIC 1817493, was filed in the Superior Court of the State of California for the County of Riverside against us, certain of our executive officers, and the two underwriters of our offering of common stock under Regulation A in June 2017. This complaint alleges that documents related to our offering of common stock under Regulation A in June 2017 contained materially false and misleading statements and that all defendants violated Section 12(a)(2) of the Securities Act, and that we and the individual defendants violated Section 15 of the Securities Act, in connection therewith. The plaintiff seeks on behalf of himself and all class members: (i) certification of a class under California substantive law and procedure; (ii) compensatory damages and interest in an amount to be proven at trial; (iii) reasonable costs and expenses incurred in this action, including counsel fees and expert fees; (iv) awarding of rescission or rescissionary damages; and (v) equitable relief at the discretion of the Court. Plaintiff’s counsel has subsequently filed a first amended complaint and a second amended complaint. We believe that the purported class action lawsuit is without merit and intend to vigorously defend the action. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2018 | |
Leases [Abstract] | |
Leases | 13. Leases As of December 31, 2018, the Company is a party to five operating leases. Four of these leases are office or warehouse leases and the fifth is an equipment lease (See Note 10). As disclosed in Note 2, the Company early adopted ASC 842 to its existing leases. The Company has elected to apply the short-term lease exception to all leases of one year or less. As such, the Company applied the guidance in ASC 842 to its corporate office and equipment leases and has determined that these should be classified as operating leases. Consequently, as a result of the adoption of ASC 842, the Company recognized an operating liability of $377,129 with a corresponding Right-Of-Use (“ROU”) asset of the same amounts based on the present value of the minimum rental payments of such leases. As of December 31, 2018, the ROU asset has a balance of $289,004 which is included in other non-current assets in the consolidated balance sheets and current liabilities and non-current liabilities relating to the ROU asset were $70,492, and $218,512, respectively which are included in accrued liabilities and other non-current liabilities in the consolidated balance sheets, respectively. The discount rate used for leases accounted under ASC 842 is the Company’s estimated borrowing rate of 14%. The corporate office lease provides for one three-year option to renew with nine months advanced notice to the landlord. The option to renew the corporate office lease was not considered when assessing the value of the ROU asset because the Company was not reasonably certain that it will assert its option to renew the lease. As of December 31, 2018, this exception applies to the Stockton, California lease, which is month-to-month, and the Los Altos, California lease, which is for a term of one year. Quantitative information regarding the Company’s leases is as follows: Year Ended December 31, 2018 2017 Lease cost Operating lease cost $ 109,590 $ 27,397 Short-term lease cost $ 35,043 107,575 Total lease cost $ 144,633 $ 134,972 Other information Cash paid for the amounts included in the measurement of lease liabilities for operating leases: Operating cash flows 82,951 8,740 Weighted-average remaining lease term (in years): Operating leases 4.14 5.05 Weighted-average discount rate: Operating leases 14 % 14 % |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation —The Company’s consolidated financial statements and related disclosures for the periods ended December 31, 2018 and 2017, have been prepared using the accounting principles generally accepted in the United States (“U.S. GAAP”). |
Principles of Consolidation | Principles of Consolidation —The accompanying financial statements reflect the consolidation of the individual financial statements of ADOMANI, Inc., ADOMANI California, Inc., Adomani (Nantong) Automotive Technology Co. Ltd. (“ADOMANI China”), School Bus Sales of California, Inc., and Zero Emission Truck and Bus Sales of Arizona, Inc. All significant intercompany accounts and transactions have been eliminated. |
Use of Estimates | 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 | Fair Value of Financial Instruments —The carrying values of the Company’s financial instruments, including cash, notes receivable and accounts payable approximate their fair value due to the short-term nature of these financial instruments. Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 820, “Fair Value Measurement” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. It also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets; Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis. |
Revenue Recognition | Revenue Recognition — The Company recognizes revenue from the sales of advanced zero-emission electric drivetrain systems for fleet vehicles and from contracting to provide related engineering services. In May 2014, the FASB issued new accounting guidance, ASC Topic 606, “Revenue from Contracts with Customers”, to clarify the principles for recognizing revenue and to develop a common revenue standard for GAAP. The amendments in this guidance state that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This new guidance requires enhanced disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized. On January 1, 2018, the Company adopted ASC Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. The adoption of ASC Topic 606 did not result in a cumulative impact on the Company as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under ASC Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with the Company’s historic accounting under ASC Topic 605. In applying ASC Topic 606, the Company is required to 1) identify any contracts with customers, 2) determine if multiple performance obligations exist, 3) determine the transaction price, 4) allocate the transaction price to the respective obligation, and 5) recognize the revenue as the obligation is satisfied. Our existing contracts, under our Blue Bird supply agreement, and work performed for Blue Bird Corporation under a DOE grant, are single-performance obligations and, therefore, require no allocation of the transaction price. The Company recognizes revenue when product is shipped or is billed by its third-party supplier for work performed under the DOE grant. Additionally, t he Company records revenue for these sales at gross, rather than net, as the Company is the principal obligor to Blue Bird Corporation for both the supply agreement and the Statement of Work (“SOW”) for the DOE grant, and assumes the risk for non-performance, or non-compliance, related to any work performed by its subcontractor. |
Cash and Cash Equivalents | Cash and Cash Equivalents — The Company considers all highly liquid investments purchased with an original or remaining maturity of three months or less to be cash equivalents. |
Marketable Securities | Marketable Securities —The Company invests in short-term, highly liquid, marketable securities, such as U.S. Treasury notes, U.S. Treasury bonds, and other government-backed securities. The Company classifies these marketable securities as held-to-maturity, as the intent is not to liquidate them prior to the respective stated maturity date. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts —The Company establishes an allowance for bad debts through a review of several factors including historical collection experience, current aging status of the customer accounts, and financial condition of its customers. The Company does not generally require collateral for its accounts receivable. The Company had trade accounts receivable of $996,621 and $0 as of December 31, 2018 and 2017, respectively. As nearly the entire trade accounts receivable balance relates to one customer, which the Company believes to be credit-worthy and, consequently, there is very little chance of default, no allowance has been recorded relative to the trade receivable balance as of December 31, 2018. The Company also had other receivables of $143,734 and $70,000 as of December 31, 2018 and 2017, respectively. The Company provided an allowance for other receivables of $70,000 and $70,000 as of December 31, 2018 and 2017, respectively. |
Inventory and Inventory Valuation Allowance | Inventory and Inventory Valuation Allowance —The Company records inventory at the lower of cost or market. A valuation allowance is recorded for any inventory determined to be carried at a cost below market. The Company had no inventory on hand as of December 31, 2018. The Company provided an inventory allowance of $0 and $88,772 as of December 31, 2018 and 2017, respectively |
Inventory Deposits | Inventory Deposits― The Company records all inventory deposits as prepaid assets. Upon completion of production, and acceptance by the Company, deposits are reclassified to either inventory or cost of goods, depending on whether a sale of the product has occurred. The Company had inventory deposits of $882,050 and $375,030 as of December 31, 2018 and 2017, respectively. |
Income Taxes | Income Taxes —The Company uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. The Company records a valuation allowance to reduce the deferred income tax assets to the amount that is more likely than not to be realized. In making such determinations, management considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. As of December 31, 2018 and 2017, the Company recognized a full valuation allowance for all deferred tax assets. |
Accounting for Uncertainty in Income Taxes | Accounting for Uncertainty in Income Taxes —The Company evaluates its uncertain tax positions and will recognize a loss contingency when it is probable that a liability has been incurred as of the date of the financial statements and the amount of the loss can be reasonably estimated. The amount recognized is subject to estimate and management judgment with respect to the likely outcome of each uncertain tax position. The amount that is ultimately sustained for an individual uncertain tax position or for all uncertain tax positions in the aggregate could differ from the amount recognized. At December 31, 2018 and 2017, management did not identify any uncertain tax positions. |
Net Loss Per Share | Net Loss Per Share —Basic net loss per share is calculated by dividing the Company’s net loss applicable to common stockholders by the weighted average number of common shares during the period. Diluted net loss per share is calculated by dividing the Company’s net loss applicable to common stockholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity securities. |
Concentration Risk, Credit Risk | Concentration of Credit Risk —The Company has credit risks related to cash and cash equivalents on deposit with a federally insured bank, as at times it exceeds the $250,000 maximum amount insured by the Federal Deposit Insurance Corporation. |
Share-based Compensation | Stock-Based Compensation —The Company accounts for employee stock-based compensation in accordance with the guidance of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation-Stock Compensation, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered. The Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to consultants and other non-employees. In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital over the period during which services are rendered. |
Property, Plant and Equipment | Property and Equipment — Property and equipment are stated at cost, less accumulated depreciation and amortization. The Company provides for depreciation using the straight-line method over the estimated useful lives of the assets, which range from three to five years, except leasehold improvements, which are being amortized over the life of the lease term. Property and equipment qualify for capitalization if the purchase price exceeds $2,000. Major repairs and replacements, which extend the useful lives of equipment, are capitalized and depreciated over the estimated useful lives of the property. All other maintenance and repairs are expensed as incurred. |
Leases | Leases —The Company has early-adopted ASU No. 2016-02, Leases (Topic 842). The amendment requires companies to recognize leased assets and liabilities on the balance sheet and to disclose key information regarding leasing arrangements. This guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018. Early application of this amendment is permitted for all entities. While the Company does not anticipate that, going forward, leases will be material to its balance sheet, it chose to early-adopt as of December 31, 2017 due to its entering into new leases during the year. These new leases are the only leases required to be included on the Company’s balance sheet under the new standard. Consequently, the adoption of the new lease standard did not have any impact to prior period information. Further, these leases are operating leases and, therefore, have no income statement impact resulting from the adoption of this standard. |
Impairment or Disposal of Long-Lived Assets | Impairment of Long-Lived Assets —Long-lived assets, including property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates these assets to determine potential impairment by comparing the carrying amount to the undiscounted estimated future cash flows of the related assets. If the estimated undiscounted cash flows are less than the carrying value of the assets, the assets are written down to their fair value. There was no impairment of long-lived assets, or property and equipment, as of December 31, 2018 and 2017, respectively. |
Research and Development Expense | Research and Development —Costs incurred in connection with the development of new products and manufacturing methods are charged to operating expenses as incurred. During 2018 and 2017, $686,367 and $586,899, respectively, were expensed as research and development costs. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements — In June 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-07, Compensation—Stock Compensation (Topic 718): “Improvements to Nonemployee Share-Based Payment Accounting.” The amendment simplifies several aspects of the accounting for nonemployee share-based payment transactions resulting from expanding the scope of ASC Topic 718, Compensation—Stock Compensation to include share-based payment transactions for acquiring goods and services from nonemployees. The guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018. Early adoption is permitted, including any interim period, for reporting periods for which financial statements have not been issued, but no earlier than an entity’s adoption date of ASC Topic 606. The Company will implement this change beginning in 2019, however, the Company believes it will have minimal impact to its consolidated financial statements. In July 2017, the FASB issued Accounting Standards Update (“ASU”) No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): “(Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Companies and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception.” Part I of this amendment addresses complexities of accounting for certain financial instruments with down round features, and Part II addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity. For public entities, this guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, including adoption in an interim period. The amendments in Part II require no transition guidance, as the amendments have no accounting effect. The Company has chosen to early-adopt this ASU, effective January 1, 2018, however, this amendment has no impact on our financial statements as of December 31, 2017. |
Property and equipment, net (Ta
Property and equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
Components of Property and Equipment, Net | December 31, 2018 December 31, 2017 Furniture and fixtures $ 41,799 $ 38,540 Leasehold improvements 23,338 11,638 Computers 53,704 53,704 Vehicles 67,299 — Test/Demo vehicles 31,728 407,612 Total property and equipment 217,868 511,494 Less accumulated depreciation (67,777 ) (24,427 ) Net property and equipment $ 150,091 $ 487,067 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | December 31, 2018 2017 Net operating loss 973,919 1,179,117 Deferred tax asset attributable to: Net operating loss carryover 4,038,822 3,064,903 Valuation allowance (4,038,822 ) (3,064,903 ) Net deferred tax asset — — Cumulative NOL 19,232,484 14,594,776 Cumulative NOL at 21% 4,038,822 3,064,903 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | As of December 31, As Of December 31, 2018 2017 Notes Payable Principal amount outstanding — 2,149,000 Cumulative discount for finance charges incurred — (514,753 ) Cumulative discount for warrant — (349,042 ) Cumulative discount for 9% notes — (50,000 ) Cumulative amortization of finance charges — 514,753 Cumulative amortization of warrant expense — 349,042 Cumulative amortization of 9% notes — 50,000 Subtotal of notes payable — 2,149,000 Total of debt $ — $ 2,149,000 |
Stock Warrants (Tables)
Stock Warrants (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders Equity Note [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights | Weighted Average Weighted Remaining Number of Shares Average Exercise Price Contractual Life (years) 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 3.9 Granted 5,756,664 $ 4.47 Forfeited Outstanding at December 31, 2018 7,556,323 $ 4.45 3.8 Exercisable at December 31, 2018 7,556,323 $ 4.45 3.8 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Stock Option Activity | Stock option activity for the years ended December 31, 2018 and 2017 is as follows: Weighted Average Weighted Remaining Number of Shares Average Exercise Price Contractual Life (years) 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 Granted 655,000 $ 1.31 Exercised (994,695 ) $ 0.10 Canceled/Forfeited (5,306,883 ) $ 7.05 Outstanding at December 31, 2018 24,728,422 $ 0.15 2.6 Exercisable at December 31, 2018 9,099,510 $ 0.10 2.9 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Future Minimum Payments Under Contractual Commitments | The following table summarizes the Company’s future minimum payments under contractual commitments, excluding debt, as of December 31, 2018: Payments due by period Total Less than one year 1–3 years 4–5 years More than 5 years Operating lease obligations 501,288 118,152 237,888 145,248 — Employment contracts 760,000 360,000 400,000 — — Total 1,261,288 478,152 637,888 145,248 — |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Leases [Abstract] | |
Schedule of Information Regarding Leases | Quantitative information regarding the Company’s leases is as follows: Year Ended December 31, 2018 2017 Lease cost Operating lease cost $ 109,590 $ 27,397 Short-term lease cost $ 35,043 107,575 Total lease cost $ 144,633 $ 134,972 Other information Cash paid for the amounts included in the measurement of lease liabilities for operating leases: Operating cash flows 82,951 8,740 Weighted-average remaining lease term (in years): Operating leases 4.14 5.05 Weighted-average discount rate: Operating leases 14 % 14 % |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2018USD ($)Customer | Dec. 31, 2017USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||
Net Income (Loss) Attributable to Parent | $ (11,048,000) | $ (21,903,000) |
Accounts receivable | 996,621 | 0 |
Other Receivables, Net, Current | 143,734 | 70,000 |
Allowance for Doubtful Other Receivable, Current | 70,000 | 70,000 |
Allowance for Doubtful Trade Receivable, Current | $ 0 | |
Number of Customer | Customer | 1 | |
Inventory, net | $ 0 | 225,000 |
Inventory Valuation Reserves | 0 | 88,772 |
Inventory Deposits | 882,050 | 375,030 |
Unrecognized Tax Benefits | 0 | 0 |
Property, Plant, and Equipment, Threshold for Capitalization of Purchases | 2,000 | |
Impairment of Long-Lived Assets Held-for-use | 0 | 0 |
Research and Development Expense | $ 686,367 | $ 586,899 |
Minimum [Member] | Property, Plant, and Equipment Other than Leasehold Improvements [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Maximum [Member] | Property, Plant, and Equipment Other than Leasehold Improvements [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Fair Value, Measurements, Recurring [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Assets, fair value disclosure | $ 0 |
Property and equipment, net - C
Property and equipment, net - Components of Property and Equipment, Net (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Property and equipment, gross | $ 217,868 | $ 511,494 |
Less accumulated depreciation | (67,777) | (24,427) |
Property and equipment, net | 150,091 | 487,067 |
Furniture and Fixtures [Member] | ||
Property and equipment, gross | 41,799 | 38,540 |
Leasehold Improvements [Member] | ||
Property and equipment, gross | 23,338 | 11,638 |
Computers [Member] | ||
Property and equipment, gross | 53,704 | 53,704 |
Vehicles [Member] | ||
Property and equipment, gross | 67,299 | |
Test/Demo Vehicles [Member] | ||
Property and equipment, gross | $ 31,728 | $ 407,612 |
Property and equipment, net - A
Property and equipment, net - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Depreciation and amortization expense | $ 43,350 | $ 18,600 | |
Gain (Loss) on disposition of property and equipment | $ (385,000) | $ (25,000) | |
Vehicles [Member] | |||
Gain (Loss) on disposition of property and equipment | $ (385,065) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Operating Loss Carryforwards | $ 19,232,484 | $ 14,594,776 |
Operating Loss Carryforwards Expiration Period | 2,038 | 2,037 |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Components Of Deferred Tax Assets And Liabilities [Abstract] | ||
Net operating loss | $ 973,919 | $ 1,179,117 |
Deferred tax asset attributable to: | ||
Net operating loss carryover | 4,038,822 | 3,064,903 |
Valuation allowance | (4,038,822) | (3,064,903) |
Net deferred tax asset | ||
Cumulative NOL | 19,232,484 | 14,594,776 |
Cumulative NOL at 21% | $ 4,038,822 | $ 3,064,903 |
Income Taxes - Schedule of De_2
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Parenthetical) (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Components Of Deferred Tax Assets And Liabilities [Abstract] | |
Corporate tax rate | 21.00% |
Notes Receivable - Additional I
Notes Receivable - Additional Information (Details) - USD ($) | Aug. 15, 2018 | Jul. 06, 2018 | Jun. 29, 2017 | Sep. 30, 2018 | Jun. 30, 2018 | Apr. 30, 2018 | Feb. 28, 2018 | Jan. 31, 2018 | Dec. 31, 2016 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Loans And Leases Receivable Disclosure [Line Items] | ||||||||||||
Provision for doubtful accounts | $ 200,000 | $ 70,000 | ||||||||||
Note Receivable Issued in June 2017 [Member] | ||||||||||||
Loans And Leases Receivable Disclosure [Line Items] | ||||||||||||
Loan amount to unaffiliated third party | $ 500,000 | |||||||||||
Notes receivable, stated interest rate | 9.00% | |||||||||||
Notes receivable, maturity date | Dec. 31, 2017 | Sep. 30, 2018 | Jun. 30, 2018 | |||||||||
Notes receivable, extension fee | $ 35,000 | 1,750 | ||||||||||
Proceeds from interest on notes receivable | $ 18,750 | |||||||||||
Financing receivable, modifications, subsequent default, recorded investment | $ 500,000 | |||||||||||
Financing receivable, modifications, subsequent default, accrued extension fee | 35,000 | |||||||||||
Provision for doubtful accounts | 200,000 | |||||||||||
Notes receivable, accrued additional fee | $ 15,000 | |||||||||||
Notes receivable, addtional interest rate on default | 2.00% | |||||||||||
Notes receivable, addtional interest on default untill resolution occurs | $ 4,583 | |||||||||||
Note Receivable Issued in December 2016 [Member] | ||||||||||||
Loans And Leases Receivable Disclosure [Line Items] | ||||||||||||
Loan amount to unaffiliated third party | $ 500,000 | |||||||||||
Notes receivable, maturity date | Sep. 30, 2018 | Jun. 30, 2018 | Apr. 30, 2018 | Dec. 31, 2017 | ||||||||
Notes receivable, extension fee | $ 55,000 | |||||||||||
Notes receivable, periodic payment, interest | $ 10,000 | |||||||||||
Proceeds from interest received | $ 14,603 | |||||||||||
Proceeds from extension fees received | $ 55,000 | |||||||||||
Note Receivable Issued in September 2018 [Member] | ||||||||||||
Loans And Leases Receivable Disclosure [Line Items] | ||||||||||||
Loan amount to unaffiliated third party | $ 200,000 | $ 200,000 | ||||||||||
Notes receivable, stated interest rate | 9.00% | |||||||||||
Notes receivable, maturity date | Dec. 31, 2020 | |||||||||||
Note receivable, conversion feature, trigger amount, gross proceeds to borrower | $ 500,000 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | May 02, 2018 | Jan. 10, 2018 | Dec. 31, 2017 | May 12, 2017 | Jan. 30, 2017 | Nov. 18, 2016 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Mar. 17, 2017 | Jan. 31, 2015 |
Debt Instrument [Line Items] | |||||||||||||||
Amortization of debt discount (premium) | $ 130,000 | ||||||||||||||
Repayments of long-term debt, total | $ 2,149,000 | 3,606,000 | |||||||||||||
Accretion of discount on note receivable | $ 46,000 | ||||||||||||||
Proceeds from collection of notes receivable | $ 500,000 | ||||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ 4.42 | $ 4 | $ 4.45 | $ 4.42 | $ 4 | ||||||||||
Line of credit | $ 1,700,000 | ||||||||||||||
Advances on line of credit | 2,800,000 | ||||||||||||||
Principal repayments on line of credit | 1,100,000 | ||||||||||||||
Morgan Stanley [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Line of credit | 1,700,000 | ||||||||||||||
Line of credit facility, remaining borrowing capacity | 5,300,000 | ||||||||||||||
Morgan Stanley [Member] | Line of Credit [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument, collateral amount | 7,600,000 | ||||||||||||||
Debt instrument, maximum borrowing capacity threshold, percent of assets | 95.00% | ||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 7,000,000 | ||||||||||||||
Morgan Stanley [Member] | Line of Credit [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument, basis spread on variable rate | 2.00% | ||||||||||||||
Warrant to be Issued in Place of Debt Proceeds [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
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 [Line Items] | |||||||||||||||
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) | 0 | 51,935 | |||||||||||||
Debt instrument, unamortized discount | $ 0 | 0 | 0 | ||||||||||||
Debt issuance costs, gross | 514,753 | 514,753 | |||||||||||||
Convertible Debt [Member] | Notes Payable Convertible at $0.50 [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
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] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
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 [Line Items] | |||||||||||||||
Debt instrument, repurchase amount | $ 25,000 | $ 25,000 | |||||||||||||
Convertible Debt [Member] | Minimum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument, interest rate, stated percentage | 3.00% | 3.00% | |||||||||||||
Convertible Debt [Member] | Maximum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument, interest rate, stated percentage | 5.00% | 5.00% | |||||||||||||
Secured Debt [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument, face amount | $ 5,147,525 | ||||||||||||||
Debt instrument, term | 2 years | ||||||||||||||
Debt instrument, interest rate, stated percentage | 9.00% | 9.00% | 9.00% | ||||||||||||
Debt conversion, converted instrument, shares issued | 884,700 | ||||||||||||||
Gain (loss) on conversion of debt | $ 0 | ||||||||||||||
Amortization of debt discount (premium) | 0 | $ 29,006 | |||||||||||||
Debt instrument, extension period | 6 months | ||||||||||||||
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 | ||||||||||||||
Repayments of long-term debt, total | $ 2,149,000 | ||||||||||||||
Convertible Subordinated Debt [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument, interest rate, stated percentage | 9.00% | ||||||||||||||
Interest expense, debt | $ 0 | 3,347 | |||||||||||||
Various Third Parties [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Proceeds from convertible debt | $ 286,000 | ||||||||||||||
The 3.8% Shareholder [Member] | First Note to Shareholder [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
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 [Line Items] | |||||||||||||||
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] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest Paid | $ 15,685 | ||||||||||||||
Unaffiliated Third Party [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument, face amount | $ 500,000 | $ 500,000 | |||||||||||||
Debt instrument, interest rate, stated percentage | 0.00% | 0.00% | |||||||||||||
Debt instrument, maturity date | Jun. 15, 2017 | ||||||||||||||
Debt instrument, fee amount | $ 50,000 | $ 50,000 | |||||||||||||
Company in the Zero Emission Technology Industry [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
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] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Proceeds from convertible debt | 42,160 | $ 20,275 | $ 207,465 | ||||||||||||
Convertible debt | $ 359,000 | $ 359,000 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt Instruments (Details) | Dec. 31, 2017USD ($) |
Debt Instrument [Line Items] | |
Total of debt | $ 2,149,000 |
Convertible Debt [Member] | |
Debt Instrument [Line Items] | |
Principal amount outstanding | 2,149,000 |
Cumulative discount for finance charges incurred | (514,753) |
Cumulative discount for warrant | (349,042) |
Cumulative discount for 9% notes | (50,000) |
Cumulative amortization of finance charges | 514,753 |
Cumulative amortization of warrant expense | 349,042 |
Cumulative amortization of 9% notes | 50,000 |
Total of debt | $ 2,149,000 |
Debt - Schedule of Long-term _2
Debt - Schedule of Long-term Debt Instruments (Details) (Parentheticals) | Dec. 31, 2017 | Dec. 31, 2015 |
Secured Debt [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 9.00% | 9.00% |
Common Stock - Additional Infor
Common Stock - Additional Information (Details) | Jan. 09, 2018USD ($)$ / sharesshares | Jun. 09, 2017USD ($)$ / sharesyrshares | Jun. 08, 2017USD ($)shares | Jan. 30, 2017USD ($)shares | Sep. 29, 2016$ / sharesshares | Jun. 30, 2018shares | Mar. 31, 2018shares | Mar. 31, 2017shares | Mar. 31, 2016USD ($) | Aug. 31, 2018USD ($)shares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / shares | Nov. 15, 2016USD ($)shares | Dec. 31, 2015USD ($) |
Class Of Stock [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | shares | 5,306,883 | 7,000,000 | |||||||||||||
Stock Issued During Period, Shares, Issued for Services | shares | 250,000 | ||||||||||||||
Stock Issued During Period, Shares, IPO, Shares Sold by Stockholders | shares | 342,273 | ||||||||||||||
Common stock issued for cash | $ | $ 9,803,000 | $ 12,550,000 | |||||||||||||
Payments on Behalf of Selling Stockholders 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 | shares | 2,510,002 | ||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ | $ 1,250,000 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 4.45 | $ 4.42 | $ 4 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | shares | 994,695 | ||||||||||||||
Proceeds from exercise of stock options | $ | $ 99,000 | ||||||||||||||
IPO [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Common stock issued for cash (in shares) | shares | 2,852,275 | ||||||||||||||
Common stock issued for cash | $ | $ 14,261,375 | ||||||||||||||
Payments of Stock Issuance Costs | $ | $ 2,500,000 | ||||||||||||||
Follow-on Offering [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Common stock issued for cash (in shares) | shares | 3,666,667 | ||||||||||||||
Common stock issued for cash | $ | $ 11,000,000 | ||||||||||||||
Payments of Stock Issuance Costs | $ | 1,200,000 | ||||||||||||||
Proceeds from Issuance or Sale of Equity, Net of Issuance Costs | $ | $ 9,800,000 | ||||||||||||||
Warrants Issued to Boustead Securities [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 199,659 | ||||||||||||||
Warrants and Rights Outstanding | $ | $ 680,543 | ||||||||||||||
Warrants Issued to Purchasers of Common Stock [Member] | Follow-on Offering [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 4.50 | ||||||||||||||
Class of Warrant or Right, Issued During Period per Common Share Issued | shares | 1.5 | ||||||||||||||
Warrants Issued to Underwriters [Member] | Follow-on Offering [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 256,667 | ||||||||||||||
Warrants and Rights Outstanding | $ | $ 598,737 | ||||||||||||||
Redwood Group International Limited [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Consulting Arrangement, Monthly Fee | $ | $ 5,000 | ||||||||||||||
Consulting Arrangement, Term | 12 months | ||||||||||||||
Consulting Arrangement, Term of Automatic Extension | 12 months | ||||||||||||||
Stock Issued During Period, Shares, Issued for Services | shares | 100,000 | ||||||||||||||
Agreement to Repurchase Stock, Repurchase Price | $ / shares | $ 0.00001 | ||||||||||||||
Payments for Consulting Agreement, Contingent Agreement | $ | $ 800,000 | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 350,000 | ||||||||||||||
Payments For Consulting Fees | $ | $ 800,000 | ||||||||||||||
Stock Rescinded During Period, Shares, Issued for Prepaid Services | shares | 100,000 | ||||||||||||||
Warrants and Rights Outstanding | $ | $ 1,240,000 | ||||||||||||||
Redwood Group International Limited [Member] | Warrants Issued to Redwood [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 350,000 | ||||||||||||||
Measurement Input, Expected Term [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 5 years | ||||||||||||||
Measurement Input, Expected Term [Member] | Follow-on Offering [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 5 years | ||||||||||||||
Measurement Input, Expected Term [Member] | Warrants Issued to Boustead Securities [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Fair Value Assumptions, Measurement Input | yr | 5 | ||||||||||||||
Measurement Input, Exercise Price [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Warrants and Rights Outstanding, Measurement Input | $ / shares | 5 | ||||||||||||||
Measurement Input, Exercise Price [Member] | Follow-on Offering [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Warrants and Rights Outstanding, Measurement Input | $ / shares | 3.75 | ||||||||||||||
Measurement Input, Exercise Price [Member] | Warrants Issued to Boustead Securities [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Fair Value Assumptions, Measurement Input | $ / shares | 6 | ||||||||||||||
Measurement Input, Price Volatility [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 0.92 | ||||||||||||||
Measurement Input, Price Volatility [Member] | Follow-on Offering [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 0.9220 | ||||||||||||||
Measurement Input, Price Volatility [Member] | Warrants Issued to Boustead Securities [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Fair Value Assumptions, Measurement Input | 0.92 | ||||||||||||||
Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 0.0175 | ||||||||||||||
Measurement Input, Risk Free Interest Rate [Member] | Follow-on Offering [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 0.0213 | ||||||||||||||
Measurement Input, Risk Free Interest Rate [Member] | Warrants Issued to Boustead Securities [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Fair Value Assumptions, Measurement Input | 0.0175 | ||||||||||||||
Dennis Di Ricco [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Percent of Common Stock Owned | 22.00% | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | shares | 7,000,000 | ||||||||||||||
Shares Sold by Shareholder to Third Party | shares | 2,500,000 | ||||||||||||||
Certain Non-Employees [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | shares | 499,123 | 297,694 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | shares | 994,695 | ||||||||||||||
Proceeds from exercise of stock options | $ | $ 99,470 | ||||||||||||||
Certain Non-Employees [Member] | IPO [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | shares | 994,695 | ||||||||||||||
Convertible Debt [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Debt Instrument, Face Amount | $ | $ 645,000 | $ 645,000 | $ 601,840 | ||||||||||||
Convertible Debt [Member] | Notes Payable Convertible at $0.10 [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Debt Instrument, Face Amount | $ | $ 600,000 | ||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ | $ 725,584 | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 6,868,578 |
Stock Warrants - Additional Inf
Stock Warrants - Additional Information (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Class Of Warrant Or Right [Line Items] | |||
Warrant to purchase of common stock | 7,556,323 | 1,799,659 | 1,250,000 |
Warrants to purchase of common stock, exercise price | $ 4.45 | $ 4.42 | $ 4 |
Class of warrant or right, Intrinsic value | $ 0 | ||
First Issuance of Warrants or Rights [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Warrant to purchase of common stock | 199,659 | ||
Warrants to purchase of common stock, measurement price | $ 5 | ||
Warrants to purchase of common stock, exercise price | $ 6 | ||
Second Issuance of Warrants or Rights [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Warrant to purchase of common stock | 350,000 | ||
Warrants to purchase of common stock, measurement price | $ 5 | ||
Warrants to purchase of common stock, exercise price | $ 5 | ||
Third Issuance of Warrants or Rights [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Warrant to purchase of common stock | 1,250,000 | ||
Warrants to purchase of common stock, measurement price | $ 1 | ||
Warrants to purchase of common stock, exercise price | $ 4 | ||
Fourth Issuance of Warrants or Rights [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Warrant to purchase of common stock | 750,001 | ||
Warrants to purchase of common stock, measurement price | $ 3.21 | ||
Warrants to purchase of common stock, exercise price | $ 4.50 | ||
Number of warrants issued | 3 | ||
Fifth Issuance of Warrants or Rights [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Warrant to purchase of common stock | 256,667 | ||
Warrants to purchase of common stock, measurement price | $ 3.21 | ||
Warrants to purchase of common stock, exercise price | $ 3.75 | ||
Number of warrants issued | 2 | ||
Sixth Issuance of Warrants or Rights [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Warrant to purchase of common stock | 4,749,996 | ||
Warrants to purchase of common stock, measurement price | $ 3.29 | ||
Warrants to purchase of common stock, exercise price | $ 4.50 | ||
Number of warrants issued | 11 |
Stock Warrants - Warrant Activi
Stock Warrants - Warrant Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Warrants And Rights Note Disclosure [Abstract] | ||
Outstanding, beginning (in shares) | 1,799,659 | 1,250,000 |
Granted (in shares) | 5,756,664 | 549,659 |
Outstanding, ending (in shares) | 7,556,323 | 1,799,659 |
Exercisable (in shares) | 7,556,323 | |
Outstanding, beginning, weighted average exercise price (in dollars per share) | $ 4.42 | $ 4 |
Granted, weighted average exercise price (in dollars per share) | 4.47 | 5.36 |
Outstanding, ending, weighted average exercise price (in dollars per share) | 4.45 | $ 4.42 |
Exercisable, weighted average exercise price (in dollars per share) | $ 4.45 | |
Outstanding, weighted average remaining contractual life (Year) | 3 years 10 months 24 days | |
Outstanding, weighted average remaining contractual life (Year) | 3 years 9 months 18 days | |
Exercisable, weighted average remaining contractual life (Year) | 3 years 9 months 18 days |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | 1 Months Ended | 4 Months Ended | 12 Months Ended | |||||
Jun. 30, 2018 | Apr. 30, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Aug. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 5,306,883 | 7,000,000 | ||||||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 3,600,000 | 655,000 | 3,600,000 | |||||
Share-based compensation arrangement by share-based payment award, award vesting period | 3 years | |||||||
Weighted Average Exercise Price, Granted | $ 10.49 | $ 1.31 | $ 10.49 | |||||
Share-based compensation arrangement by share-based payment award, options, grants in period, fair value | $ 37,600,000 | |||||||
Share-based compensation arrangement by share-based payment award, options, outstanding, number, ending balance | 24,728,422 | 30,375,000 | 33,775,000 | |||||
Share-based compensation arrangement by share-based payment award, options, exercises in period | 994,695 | |||||||
Proceeds from stock options exercised | $ 99,000 | |||||||
Intrinsic value of options outstanding | 4,100,000 | |||||||
General and Administrative Expense | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Allocated share-based compensation expense | 6,400,000 | $ 15,000,000 | ||||||
Employee Stock Option [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share-based compensation arrangement by share-based payment award, fair value assumptions, expected term | 4 years 9 months | |||||||
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% | |||||||
Stock-based compensation expense expects to recognized related to nonvested award | $ 823,747 | |||||||
Stock-based compensation expense expected to recognized over a weighted average period | 1 year 7 days | |||||||
Employee Stock Option [Member] | Equity Incentive Plan 2017 [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share-based compensation arrangement by share-based payment award, fair value assumptions, expected term | 5 years 9 months | |||||||
Share-based compensation arrangement by share-based payment award, fair value assumptions, expected volatility rate | 62.00% | |||||||
Share-based compensation arrangement by share-based payment award, fair value assumptions, risk free interest rate | 2.78% | |||||||
Dennis Di Ricco [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 7,000,000 | |||||||
Mr. Monfort [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share-based compensation arrangement by share-based payment award, options, outstanding, number, ending balance | 14,297,902 | |||||||
Certain Non-Employees [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 499,123 | 297,694 | ||||||
Stock issue during period, value, share-based compensation, forfeited | $ 423,308 | |||||||
Share-based compensation arrangement by share-based payment award, options, exercises in period | 994,695 | |||||||
Proceeds from stock options exercised | $ 99,470 | |||||||
One Non-Employee [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share-based compensation arrangement by share-based payment award, options, extended in period | 207,968 | |||||||
Certain Employees and Directors [Member] | Equity Incentive Plan 2017 [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 655,000 | |||||||
Weighted Average Exercise Price, Granted | $ 1.31 | |||||||
Share-based compensation arrangement by share-based payment award, options, grants in period, fair market value | $ 229,643 | |||||||
Certain Employees and Directors [Member] | Plan 2012 [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 3,450,000 | |||||||
Share-based compensation arrangements by share-based payment award, options, forfeitures in period, weighted average exercise price | $ 10.49 | |||||||
Certain Employees and Directors [Member] | Employee Stock Option [Member] | Equity Incentive Plan 2017 [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 3 years |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Option Activity (Details) - $ / shares | 1 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Number of Shares, Outstanding | 30,375,000 | 33,775,000 | |
Number of Shares, Granted | 3,600,000 | 655,000 | 3,600,000 |
Number of Shares, Exercised | (994,695) | ||
Number of Shares, Canceled/Forfeited | (5,306,883) | (7,000,000) | |
Number of Shares, Outstanding | 24,728,422 | 30,375,000 | |
Number of Shares, Exercisable | 9,099,510 | ||
Weighted Average Exercise Price, Outstanding | $ 1.33 | $ 0.10 | |
Weighted Average Exercise Price, Granted | $ 10.49 | 1.31 | 10.49 |
Weighted Average Exercise Price, Outstanding | 0.15 | $ 1.33 | |
Weighted Average Exercise Price, Exercised | 0.10 | ||
Weighted Average Exercise Price, Canceled/Forfeited | 7.05 | ||
Weighted Average Exercise Price, Exercisable | $ 0.10 | ||
Weighted Average Remaining Contractual Life, Outstanding | 2 years 7 months 6 days | 4 years | |
Weighted Average Remaining Contractual Life, Exercisable | 2 years 10 months 24 days |
Customer and Vendor Concentra_2
Customer and Vendor Concentration - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2018CustomerVendor | |
Blue Bird Corporation [Member] | Sales [Member] | |
Concentration Risk [Line Items] | |
Number of customer | Customer | 1 |
Efficient Drivetrains, Inc. (“EDI”) [Member] | Cost of Sales [Member] | |
Concentration Risk [Line Items] | |
Number of vendor | Vendor | 1 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | Nov. 30, 2018 | Oct. 31, 2017 | Aug. 15, 2017 | Jan. 01, 2017 | Jun. 01, 2016 | Sep. 01, 2014 | Dec. 31, 2018 | Dec. 31, 2017 | Feb. 28, 2023 | Feb. 28, 2018 | Apr. 30, 2017 | Dec. 31, 2015 |
Commitments And Contingencies [Line Items] | ||||||||||||
Lease expiration date | Dec. 31, 2019 | |||||||||||
Base rent for term of lease | $ 501,288 | |||||||||||
THINKP3 [Member] | ||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||
Other commitments, service fees per month | $ 8,000 | |||||||||||
Other commitments, termination notice | 30 days | |||||||||||
Office Space In Los Altos California [Member] | ||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||
Operating lease expense, annual amount | $ 4,730,000 | |||||||||||
Lessee, operating lease, renewal term | 1 year | |||||||||||
Operating lease, contract term | 1 year | 10 months | ||||||||||
Lessee operating lease renewal amount | $ 5,676,000 | |||||||||||
Office and Warehouse Facility, Orange, CA [Member] | ||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||
Operating lease expense, annual amount | $ 44,856,000 | |||||||||||
Lessee, operating lease, renewal term | 2 years | |||||||||||
Lease expiration date | Feb. 28, 2018 | |||||||||||
Operating lease, refundable deposit forfeited due to early termination | $ 3,524,000 | |||||||||||
Storage Space in Phoenix, Arizona [Member] | ||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||
Operating lease, monthly payment | $ 500 | |||||||||||
Lease termination period | 2018-04 | |||||||||||
Storage Space in Stockton, California [Member] | ||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||
Operating lease, monthly payment | $ 1,000 | |||||||||||
Operating lease termination notice period | 30 days | |||||||||||
Corporate Office in Corona, California [Member] | ||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||
Lessee, operating lease, renewal term | 3 years | |||||||||||
Operating lease, contract term | 65 months | |||||||||||
Operating lease, monthly payment | $ 7,600 | |||||||||||
Base rent for term of lease | 568,912 | |||||||||||
Additional rent payment | $ 0 | |||||||||||
Additional operating lease period | 5 months | |||||||||||
Corporate Office in Corona, California [Member] | Scenario, Forecast [Member] | ||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||
Operating lease, monthly payment | $ 10,560 | |||||||||||
Lease for Two Copiers for Corporate Offices [Member] | ||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||
Operating lease, contract term | 24 months | |||||||||||
Operating lease, monthly payment | $ 380 | |||||||||||
Commitments to ELO LIC [Member] | ||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||
Commitments to research and development, monthly expense | $ 7,000 | |||||||||||
Chief Executive Officer [Member] | ||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||
Term of employment agreement | 2 years | |||||||||||
Annual base salary | $ 120,000 | |||||||||||
Consultant Selected By CTO [Member] | ||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||
Commitments to services, monthly expense | $ 3,000 | |||||||||||
Chief Technology Officer [Member] | ||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||
Term of employment agreement | 5 years | |||||||||||
Annual base salary | $ 240,000 | |||||||||||
Officers' compensation, percent of net profits | 5.00% | |||||||||||
Chief Financial Officer [Member] | ||||||||||||
Commitments And Contingencies [Line Items] | ||||||||||||
Term of employment agreement | 5 years | |||||||||||
Annual base salary | $ 200,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Future Minimum Payments Under Contractual Commitments (Details) | Dec. 31, 2018USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Operating lease obligations, Total | $ 501,288 |
Operating lease obligations, Less than one year | 118,152 |
Operating lease obligations, 1-3 years | 237,888 |
Operating lease obligations, 3-5 years | 145,248 |
Operating lease obligations, more than 5 years | |
Employment contracts, Total | 760,000 |
Employment contracts, Less than one year | 360,000 |
Employment contracts, 1-3 years | 400,000 |
Employment contracts, 3-5 years | |
Employment contracts, More than 5 years | |
Total | 1,261,288 |
Total, Less than one year | 478,152 |
Total, 1-3 years | 637,888 |
Total, 3-5 years | 145,248 |
Total, More than 5 years |
Leases - Additional Information
Leases - Additional Information (Details) | 12 Months Ended | ||||
Dec. 31, 2018USD ($)LeaseLease_Option | Feb. 28, 2018 | Dec. 31, 2017 | Oct. 31, 2017 | Oct. 01, 2017USD ($) | |
Operating Leased Assets [Line Items] | |||||
Number of operating leases | Lease | 5 | ||||
Operating lease, liability | $ 377,129 | ||||
Operating lease, right of use asset | $ 289,004 | $ 377,129 | |||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherNoncurrentAssetsMember | ||||
Discount rate of lease | 14.00% | 14.00% | |||
Office and Warehouse Leases [Member] | |||||
Operating Leased Assets [Line Items] | |||||
Number of operating leases | Lease | 4 | ||||
Equipment Lease [Member] | |||||
Operating Leased Assets [Line Items] | |||||
Number of operating leases | Lease | 1 | ||||
Accrued Liabilities [Member] | |||||
Operating Leased Assets [Line Items] | |||||
Operating lease, liability | $ 70,492 | ||||
Other Noncurrent Liabilities [Member] | |||||
Operating Leased Assets [Line Items] | |||||
Operating lease, liability | $ 218,512 | ||||
Corporate Office in Corona, California [Member] | |||||
Operating Leased Assets [Line Items] | |||||
Number of options to extend operating lease | Lease_Option | 1 | ||||
Operating lease, renewal term | 3 years | ||||
Advanced noticed required to extend operating lease | 9 months | ||||
Operating lease, contract term | 65 months | ||||
Office Space in Los Altos, California [Member] | |||||
Operating Leased Assets [Line Items] | |||||
Operating lease, renewal term | 1 year | ||||
Operating lease, contract term | 1 year | 10 months |
Leases - Information Regarding
Leases - Information Regarding Leases (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Lease cost | ||
Operating lease cost | $ 109,590 | $ 27,397 |
Short-term lease cost | 35,043 | 107,575 |
Total lease cost | 144,633 | 134,972 |
Operating cash flows | $ 82,951 | $ 8,740 |
Weighted-average remaining lease term, operating leases (years) | 4 years 1 month 20 days | 5 years 18 days |
Weighted-average discount rate, operating leases | 14.00% | 14.00% |