Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 11, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | urban-gro, Inc. | |
Entity Central Index Key | 0001706524 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex-transition period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 10,868,137 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 49,922,802 | $ 184,469 |
Accounts receivable, net | 753,225 | 915,052 |
Inventories | 634,335 | 537,104 |
Related party receivable | 4,263 | 61,678 |
Prepayments and other assets | 3,853,950 | 3,547,068 |
Total current assets | 55,168,575 | 5,245,371 |
Non-current assets: | ||
Property and equipment, net | 107,260 | 129,444 |
Operating lease right of use assets, net | 55,556 | 88,889 |
Investments | 1,710,358 | 1,710,358 |
Goodwill | 902,067 | 902,067 |
Other assets | 84,347 | 84,514 |
Total non-current assets | 2,859,588 | 2,915,272 |
Total assets | 58,028,163 | 8,160,643 |
Current liabilities: | ||
Accounts payable | 2,230,765 | 653,998 |
Accrued expenses | 1,417,119 | 1,798,494 |
Deposits | 4,729,451 | 4,878,863 |
Notes payable | 1,020,600 | 1,854,500 |
Revolving Facility | 3,403,143 | |
Term Loan, net | 1,868,320 | |
Operating lease liabilities | 55,556 | 88,889 |
Total current liabilities | 9,453,491 | 14,546,207 |
Non-current liabilities: | ||
Notes payable | 1,020,600 | |
Total non-current liabilities | 1,020,600 | |
Total liabilities | 9,453,491 | 15,566,807 |
Shareholders' equity (deficit): | ||
Preferred stock, $0.10 par value; 10,000,000 shares authorized; 0 shares issued and outstanding | ||
Common stock, $0.001 par value; 100,000,000 shares authorized; 11,218,137 issued and 10,868,137 outstanding as of March 31, 2021, and 4,718,714 shares issued and outstanding as of December 31, 2020 | 11,218 | 4,719 |
Additional paid in capital | 75,091,357 | 14,553,438 |
Treasury shares, cost basis: 350,000 shares as of March 31, 2021 | (2,975,000) | |
Accumulated deficit | (23,552,903) | (21,964,321) |
Total shareholders' equity (deficit) | 48,574,672 | (7,406,164) |
Total liabilities and shareholders' equity (deficit) | $ 58,028,163 | $ 8,160,643 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.10 | $ 0.10 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 11,218,137 | 4,718,714 |
Common stock, shares outstanding | 10,868,137 | 4,718,714 |
Treasury Stock, Shares | 350,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue | ||
Total Revenue | $ 12,034,358 | $ 4,261,003 |
Cost of Revenue | 9,393,713 | 3,147,515 |
Gross profit | 2,640,642 | 1,113,488 |
Operating expenses: | ||
General and administrative | 2,197,009 | 2,095,408 |
Stock-based compensation | 290,805 | 432,645 |
Total operating expenses | 2,487,814 | 2,528,053 |
Income (loss) from operations | 152,831 | (1,414,565) |
Non-operating income (expenses): | ||
Interest expense | (317,443) | (298,634) |
Interest expense - beneficial conversion of notes payable | (636,075) | |
Loss on extinguishment of debt | (790,723) | |
Other income | 2,828 | 17,568 |
Total non-operating income (expenses) | (1,741,413) | (281,066) |
Income (loss) before income taxes | (1,588,582) | (1,695,631) |
Income tax expense (benefit) | ||
Net income (loss) | (1,588,582) | (1,695,631) |
Comprehensive income (loss) | $ (1,588,582) | $ (1,695,631) |
Earnings (loss) per share: | ||
Net loss per share - basic and diluted | $ (0.20) | $ (0.36) |
Weighted average shares used in computation | 7,831,959 | 4,739,830 |
Equipment Systems [Member] | ||
Revenue | ||
Total Revenue | $ 11,344,752 | $ 3,306,911 |
Consumable Products [Member] | ||
Revenue | ||
Total Revenue | 429,093 | 539,426 |
Services [Member] | ||
Revenue | ||
Total Revenue | $ 260,513 | $ 414,666 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid in Capital [Member] | Accumulated Deficit [Member] | Treasury Stock [Member] | Total |
Beginning balance at Dec. 31, 2019 | $ 4,702 | $ 11,877,590 | $ (16,890,626) | $ (5,008,334) | |
Beginning balance, shares at Dec. 31, 2019 | 4,701,552 | ||||
Stock based compensation | 432,645 | 432,645 | |||
Claw back of stock granted | $ (17) | 17 | |||
Claw back of stock granted, shares | (16,667) | ||||
Stock issuance related to loan term revisions | $ 16 | 99,984 | 100,000 | ||
Stock issuance related to loan term revisions, shares | 16,667 | ||||
Stock issuance related to debt | $ 83 | 499,917 | 500,000 | ||
Stock issuance related to debt, shares | 83,333 | ||||
Warrants issued related to debt | 76,822 | 76,822 | |||
Net income (loss) | (1,695,631) | (1,695,631) | |||
Ending balance at Mar. 31, 2020 | $ 4,785 | 12,986,974 | (18,586,257) | (5,594,498) | |
Ending balance, shares at Mar. 31, 2020 | 4,784,885 | ||||
Beginning balance at Dec. 31, 2020 | $ 4,719 | 14,553,483 | (21,964,321) | (7,406,164) | |
Beginning balance, shares at Dec. 31, 2020 | 4,718,714 | ||||
Stock based compensation | 290,805 | 290,805 | |||
Beneficial conversion feature | 636,075 | $ 636,075 | |||
Claw back of stock granted, shares | 55,833 | ||||
Conversion of Bridge Financing | $ 254 | 1,907,971 | $ 1,908,225 | ||
Conversion of Bridge Financing, shares | 254,425 | ||||
Stock grant program vesting | $ 17 | (17) | |||
Stock grant program vesting, shares | 16,586 | ||||
Stock issuance related to offering, net of offering costs of $4,400,683 | $ 6,210 | 57,693,107 | 57,699,317 | ||
Stock issuance related to offering, net, of offering costs of $4,400,683 shares | 6,210,000 | ||||
Common stock repurchased | (2,975,000) | (2,975,000) | |||
Common stock repurchased, shares | |||||
Stock issued with exercise of warrants | $ 18 | 9,978 | 9,996 | ||
Stock issued with exercise of warrants,shares | 18,412 | ||||
Net income (loss) | (1,588,582) | (1,588,582) | |||
Ending balance at Mar. 31, 2021 | $ 11,218 | $ 72,116,357 | $ (23,552,903) | $ (2,975,000) | $ 48,574,672 |
Ending balance, shares at Mar. 31, 2021 | 11,218,137 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Shareholders' Equity (Deficit) (Parenthetical) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Net of offering costs of | $ 4,400,683 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash Flows from Operating Activities | ||
Net loss | $ (1,588,582) | $ (1,695,631) |
Adjustments to reconcile net loss from operations: | ||
Depreciation and amortization | 55,685 | 61,014 |
Amortization of deferred financing costs | 103,632 | 50,930 |
Loss on extinguishment of debt | 790,723 | |
Interest on convertible notes | 53,725 | |
Stock-based compensation expense | 290,805 | 432,645 |
Beneficial conversion of Bridge notes | 636,075 | |
Gain on disposal of assets | 13,815 | |
Inventory write-offs | 14,539 | 10,528 |
Bad debt expense | 15,000 | 15,239 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 204,242 | 391,569 |
Inventories | (111,770) | (221,537) |
Prepayments and other assets | (1,178,239) | (404,412) |
Accounts payable and accrued expenses | 1,162,059 | (1,172,081) |
Deposits | (149,412) | 651,336 |
Net Cash Provided By (Used In) Operating Activities | 298,482 | (1,866,585) |
Cash Flows from Investing Activities | ||
Purchases of property and equipment | (46,797) | |
Net Cash Used In Investing Activities | (46,797) | |
Cash Flows from Financing Activities | ||
Proceeds from issuance of Revolving Facility | 2,207,432 | |
Proceeds from issuance of Term Loan | 2,000,000 | |
Proceeds from Revolving Facility advances | 1,001,893 | |
Repurchase of Common Stock | (2,975,000) | |
Proceeds from issuance of Common Stock, net of offering costs | 58,170,696 | |
Debt financing costs | (545,501) | |
Repayment of notes payable | (5,755,845) | (2,629,616) |
Net Cash Provided by Financing Activities | 49,439,851 | 2,034,208 |
Net Increase in Cash | 49,738,333 | 120,826 |
Cash at Beginning of Period | 184,469 | 448,703 |
Cash at End of Period | 49,922,802 | 569,529 |
Supplemental Cash Flow Information: | ||
Interest Paid | 317,443 | 298,634 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Debt financing costs booked in equity | $ 676,822 |
Organization and Acquisitions,
Organization and Acquisitions, Business Plan, and Liquidity | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Acquisitions, Business Plan, and Liquidity | NOTE 1 – ORGANIZATION AND ACQUISITIONS, BUSINESS PLAN, AND LIQUIDITY Organization and Acquisitions urban-gro, Inc. (“we,” “us,” “our,” the “Company,” or “urban-gro”) is a leading engineering and design services company focused on the sustainable commercial indoor horticulture market. We engineer and design indoor controlled environment agriculture (“CEA”) facilities and then integrate complex environmental equipment systems into those facilities. Through this work, we create high-performance indoor cultivation facilities for our clients to grow specialty crops, including leafy greens, vegetables, herbs, and plant-based medicines. Our custom-tailored approach to design, procurement, and equipment integration provides a single point of accountability across all aspects of indoor growing operations. We also help our clients achieve operational efficiency and economic advantages through a full spectrum of professional services and programs focused on facility optimization and environmental health which establish facilities that allow clients to manage, operate and perform at the highest level throughout their entire cultivation lifecycle once they are up and running. We aim to work with our clients from inception of their project in a way that provides value throughout the life of their facility. We are a trusted partner and advisor to our clients and offer a complete set of engineering and managed services complemented by a vetted suite of select cultivation equipment systems. Basis of Presentation These consolidated financial statements are presented in United States dollars and have been prepared in accordance with United States generally accepted accounting principles (“GAAP”). On December 31, 2020, we effected a 1-for-6 reverse stock split with respect to our common stock. All share and per share information in these consolidated financial statements gives effect to this reverse stock split, including restating prior period reported amounts. Liquidity and Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business within one year after the date the consolidated financial statements are available to be issued. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Unaudited Condensed Consolidated Financial Statements The Company has prepared the accompanying condensed consolidated financial statements pursuant to the rules and regulations of the SEC for condensed financial reporting. The condensed consolidated financial statements are unaudited and, in the Company’s opinion, include all adjustments, consisting of normal recurring adjustments and accruals necessary for a fair presentation of the Company’s condensed consolidated balance sheets, condensed consolidated statements of operations and comprehensive income (loss), condensed consolidated statements of shareholders’ deficit and condensed consolidated statements of cash flows for the periods presented. The results reported in these condensed consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted in accordance with regulations of the SEC. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. Significant Accounting Policies For a detailed discussion about the Company’s significant accounting policies, refer to Note 2 — “Summary of Significant Accounting Policies,” in the Company’s consolidated financial statements included in the Company’s 2020 Form 10-K. During the three months ended March 31, 2021, there were no material changes made to the Company’s significant accounting policies. Use of Estimates In preparing condensed consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of assets and liabilities at the date of the condensed consolidated financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates include estimated useful lives and potential impairment of long-lived assets and goodwill, inventory write offs, allowance for deferred tax assets, and allowance for bad debt. Reclassification Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. Recently Issued Accounting Pronouncements From time to time, the Financial Accounting Standards Board (the “FASB”) or other standards setting bodies issue new accounting pronouncements. The FASB issues updates to new accounting pronouncements through the issuance of an Accounting Standards Update (“ASU”). Unless otherwise discussed, the Company believes that the impact of recently issued guidance, whether adopted or to be adopted in the future, is not expected to have a material impact on the Company’s financial statements upon adoption. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 3 – RELATED PARTY TRANSACTIONS Cloud 9 Support, LLC (“Cloud 9”), a company owned by James Lowe, a director and shareholder, purchases materials from the Company. Total sales to Cloud 9 from the Company were $14,006 and $132,872 during the three months ended March 31, 2021 and 2020, respectively. Outstanding receivables from Cloud 9 as of March 31, 2021 and December 31, 2020 totaled $4,263 and $61,678, respectively. In October 2018, we issued a $1,000,000 unsecured note payable to Cloud 9, an entity owned by James Lowe, a director of the Company, which originally became due April 30, 2019 (the “James Lowe Note”). The James Lowe Note was personally guaranteed by Bradley Nattrass, our Chief Executive Officer, and Octavio Gutierrez. The loan had a one-time origination fee of $12,500. Interest accrued at the rate of 12% per annum and was paid monthly. As additional consideration for the James Lowe Note, we granted Mr. Lowe (as designee of Cloud9 Support) an option to purchase 5,000 shares of our common stock at an exercise price of $7.20 per share, which option is exercisable for a period of five years. The due date for the James Lowe Note was extended in May 2019 to December 31, 2019 and the interest rate was decreased to 9% per year. In consideration for Cloud9 Support extending the maturity date of the note and reducing the interest rate, we issued 1,667 shares of our common stock to Mr. Lowe (as designee of Cloud9 Support). On February 21, 2020, we entered into an agreement to amend the James Lowe Note to extend the maturity date therein from December 31, 2019 to the date which is the earlier of 60 days following the date: (a) on which demand for repayment is made by the lenders under the Credit Agreement, as described in Note 9, (which is now only applicable in the case of an event of default under the Credit Agreement because of the removal of the demand feature pursuant to the First Amendment to the Credit Agreement); or (b) which is the maturity date under the Credit Agreement. In addition, on February 25, 2020, the Company entered into a subordination, postponement and standstill agreement with Cloud9 Support (the “Subordination Agreement”) pursuant to which Cloud 9 Support agreed to postpone and subordinate all payments due under the promissory note until the facilities under the Credit Agreement have been fully and finally repaid. The term for the Subordination Agreement will continue in force as long as the Company is indebted to the agent or lenders under the Credit Agreement. In consideration for Cloud9 Support’s agreement to extend the maturity date of the promissory note and to enter into the Subordination Agreement, we issued 16,667 shares of common stock to Mr. Lowe (as designee of Cloud 9 Support). On December 15, 2020, James Lowe agreed to convert the $1,000,000 James Lowe Note plus $4,500 of accrued interest (the “New James Lowe Note”) into a convertible note bridge financing (see “Bridge Financing” in Note 8 – Notes Payable). The New James Lowe Note carries interest at the rate of 12% and matures on December 31, 2021. The New James Lowe Note plus accrued interest was mandatorily converted into 137,940 shares of our common stock on February 17, 2021 in connection with the other Bridge Financing notes. |
Prepayments and Other Assets
Prepayments and Other Assets | 3 Months Ended |
Mar. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepayments and Other Assets | NOTE 4 – PREPAYMENTS AND OTHER ASSETS Prepayments and other assets are comprised of prepayments paid to vendors to initiate orders and prepaid services and fees. The prepaid balances are summarized as follows: March 31, December 31, 2021 2020 Vendor prepayments $ 3,428,331 $ 2,676,493 Prepaid services and fees 425,619 365,931 Deferred financing asset (See Note 9 - Debt) - 504,644 Prepayments and other assets $ 3,853,950 $ 3,547,068 |
Investments
Investments | 3 Months Ended |
Mar. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments | NOTE 5 – INVESTMENTS The Company has a strategic investment in Edyza, Inc. (“Edyza”), a hardware and software technology company that enables dense sensor networks in agriculture, healthcare, and other environments that require precise micro-climate monitoring. The Company measures this investment at cost, less any impairment changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. The balance as of March 31, 2021 and December 31, 2020 was $1,710,358. |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | NOTE 6 – GOODWILL The Company recorded goodwill in conjunction with the initial acquisition of Impact Engineering, Inc. (“Impact”) on March 7, 2019. The goodwill balance as of March 31, 2021 and December 31, 2020 is $902,067. Goodwill is not amortized. There is no goodwill for income tax purposes. The Company did not record any impairment charges related to goodwill for the periods ended March 31, 2021 and 2020. |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | NOTE 7 – ACCRUED EXPENSES Accrued expenses are summarized as follows: March 31, December 31, 2021 2020 Accrued operating expenses $ 538,835 $ 717,503 Accrued wages and related expenses 335,225 408,907 Accrued interest expense 9,759 99,258 Accrued sales tax payable 533,300 572,826 $ 1,417,119 $ 1,798,494 Accrued sales tax payable is comprised of amounts due to various states and Canadian provinces for 2015 through 2020. |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 8 – NOTES PAYABLE The following is a summary of notes payable excluding related party notes payable: March 31, December 31, 2021 2020 Paycheck Protection Program (“PPP”) loan entered into on April 16, 2020. Interest rate of 1.0% per annum. Payments of principal and interest are deferred until August 1, 2021 (the “Deferral Period”). The PPP loan may be forgiven in part or fully depending on the Company meeting certain PPP loan forgiveness guidelines. The Company has not yet determined if any of the PPP loan is subject to forgiveness and has therefore continued to present the entire PPP loan as an obligation on its financial statements. Any unforgiven portion of the PPP loan is payable over a two-year term, with payments deferred during the Deferral Period. The Company may prepay the unforgiven loan balance at any time without payment of any premium. 1,020,600 1,020,600 Convertible notes related to bridge financing. See Bridge Financing Notes below. – 1,854,500 Total 1,020,600 2,875,100 Less current maturities (1,020,600 ) (1,854,500 ) Long Term $ – $ 1,020,600 During the fourth quarter of 2020 the Company entered into bridge financing notes (the “Bridge Financing Notes”) totaling $1,854,500. The Bridge Financing Notes are a combination of $1,004,500 in the New James Lowe Note (See Note 3 – Related Party Transactions), $350,000 received in November 2020, and an additional $500,000 received in December 2020. The Bridge Financing Notes carry interest at the rate of 12% and mature on December 31, 2021. The Bridge Financing Notes will be mandatorily converted upon the closing of a sale of the securities of the Company, whether in a private placement or pursuant to an effective registration statement under the Securities Act, resulting in at least $2,500,000 of gross proceeds to the Company (a “Qualified Offering”). In the event of a Qualified Offering, the outstanding principal and interest of the Bridge Financing Notes will be converted into the identical security issued at such Qualified Offering at 75% of the per security price paid by investors in connection with the Qualified Offering. The Offering described in Note 12 – Shareholders Equity, was a Qualified Offering and the Bridge Financing Notes were converted into equity in connection with the Offering on February 17, 2021. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 9 – DEBT The Company’s borrowings as of March 31, 2021 and December 31, 2020 consisted of the following: March 31, December 31, 2021 2020 Revolving Facility $ – $ 3,403,143 Term Loan, net of $0 and $252,322 unamortized debt issuance costs – 1,868,320 Total – 5,271,463 Less current debt due within one year – (5,271,463 ) Total long-term debt $ – $ - On February 21, 2020, we entered into a letter agreement (the “Credit Agreement”) by and among the Company, as borrower, urban-gro Canada Technologies Inc. and Impact., as guarantors, the lenders party thereto (the “Lenders”), and Bridging Finance Inc., as administrative agent for the Lenders (the “Agent”). The Credit Agreement, which was denominated in Canadian dollars (C$), was comprised of (i) a 12-month senior secured demand term loan facility in the amount of C$2.7 million ($2.0 million), which was funded in its entirety on the closing date (the “Term Loan”); and (ii) a 12-month demand revolving credit facility of up to C$5.4 million ($4.0 million), which could be drawn from time to time, subject to the terms and conditions set forth in the Credit Agreement and described further below (the “Revolving Facility,” and together with the Term Loan, the “Facilities”). The Credit Agreement was personally guaranteed by the Company’s CEO and Chairman, Brad Nattrass, and was to be in place for the original term of the Credit Agreement (1 year) plus a 1-year extension period at the discretion of the Lender as provided in the Credit Agreement. The final maturity date of the Facilities was initially stipulated in the Credit Agreement as the earlier of (i) demand, and (ii) the date that is 12 months after the closing date, with a potential extension to the date that is 24 months after the closing date (the “Initial Maturity Date”). The Facilities bore interest at the annual rate established and designated by the Bank of Nova Scotia as the prime rate, plus 11% per annum. Accrued interest on the outstanding principal amount of the Facilities was due and payable monthly in arrears, on the last business day of each month, and on the Initial Maturity Date. The Revolving Facility could initially be borrowed and re-borrowed on a revolving basis by the Company during the term of the Facilities, provided that borrowings under the Revolving Facility were limited by a loan availability formula equal to the sum of (i) 90% of insured accounts receivable, (ii) 85% of investment grade receivables, (iii) 75% of other accounts receivable, (iv) 50% of eligible inventory, and (v) the lesser of C$4.05 million ($3.0 million) and (A) 75% of uncollected amounts on eligible signed equipment orders for equipment systems contracts and (B) 85% of uncollected amounts on eligible signed professional services order forms for design contracts. The Revolving Facility could be prepaid in part or in full without a penalty at any time during the term of the Facilities, and the Term Loan could be prepaid in full or in part without penalty subject to 60 days prior notice in each case subject to certain customary conditions. On September 4, 2020, the Company executed an amendment to the Credit Agreement (the “First Amendment”) whereas the Facilities described above were due on December 31, 2021 (the “Revised Maturity Date”). The First Amendment also increased the rate at which the Facilities will bear interest to the annual rate established and designated by the Bank of Nova Scotia as the prime rate, plus 12% per annum. As a result of the First Amendment, the Company was required to prepay, on or before January 31, 2021, $1,000,000 of the balance of the Term Loan and begin making monthly payments of $100,000 on the balance on the Term Loan starting on March 1, 2021. Additionally, the Company was required to make monthly payments of $50,000 on the balance under the Revolving Facility beginning October 1, 2020 and could make no more draws under the Revolving Facility. The Company incurred $1,314,868 of debt issuance costs in connection with these Facilities, of which $676,822 was non-cash in the form of Common Stock and warrant issuances. The Company estimated the fair value of these warrants at the respective balance sheet dates using the Black-Scholes option pricing based on the market value of the underlying Common Stock at the valuation measurement date of $6.00, the remaining contractual terms of the warrants of 5 years, risk free interest rate of 1.14% an expected volatility of the price of the underlying Common Stock of 100%. The Company recorded the debt issuance costs as either a deferred financing asset or a direct reduction of the loan obligation based on the pro-rata value of the Revolving Facility and Term Loan, respectively, on the closing date. The debt issuance costs were being amortized as interest expense over the life of the Facilities, until the Revised Maturity Date. On February 17, 2021, the Company repaid all amounts outstanding under the Credit Agreement and expensed the remaining unamortized debt issuance costs as loss on extinguishment of debt. As of December 31, 2020, there were $504,644 and $252,322 of unamortized debt issuance costs remaining related to the Revolving Facility and Term Loan, respectively. |
Risks and Uncertainties
Risks and Uncertainties | 3 Months Ended |
Mar. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Risks and Uncertainties | NOTE 10 – RISKS AND UNCERTAINTIES Concentration Risk During the three months ended March 31, 2021 and 2020, one client represented 31% and another client represented 26% of total revenue, respectively. At March 31, 2021 one client represented 18% and another represented 16% of total outstanding accounts receivable. At December 31, 2020, one client represented 23% and another represented 17% of total outstanding accounts receivable. During the three months ended March 31, 2021, 18% of the Company’s total purchases were from one vendor. During the three months ended March 31, 2020, one vendor composed 21% and another vendor composed 15% of the Company’s total purchases. Coronavirus Pandemic The outbreak of COVID-19, a novel strain of coronavirus first identified in China, which has spread across the globe including the U.S., has had an adverse impact on our operations and financial condition. The response to this coronavirus by federal, state and local governments in the U.S. has resulted in significant market and business disruptions across many industries and affecting businesses of all sizes. This pandemic has also caused significant stock market volatility and further tightened capital access for most businesses. Given that the COVID-19 pandemic and its disruptions are of an unknown duration, they could have an adverse effect on our liquidity and profitability. The ultimate magnitude of COVID-19, including the extent of its impact on our financial and operational results, which could be material, will depend on the length of time that the pandemic continues, its effect on the demand for our products and our supply chain, the effect of governmental regulations imposed in response to the pandemic, as well as uncertainty regarding all of the foregoing. We cannot at this time predict the full impact of the COVID-19 pandemic, but it could have a larger material adverse effect on our business, financial condition, results of operations and cash flows beyond what is discussed within this Report. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | NOTE 11 – STOCK-BASED COMPENSATION Stock-based compensation expense for the three months ended March 31, 2021 and 2020 was $290,805 and $432,645, respectively, based on the vesting schedule of the stock grants and options. No cash flow effects are anticipated for stock grants. Stock Grants: The following table shows stock grant activity for the three months ended March 31, 2021: Grants outstanding as of December 31, 2020 118,889 Grants awarded 40,000 Grants outstanding as of March 31, 2021 158,889 As of March 31, 2021, the Company has $329,448 in unrecognized share-based compensation expense related to these stock grants. Stock Options: The following table shows stock option activity for the three months ended March 31, 2021: Number of Weighted Weighted Stock options outstanding as of December 31, 2020 638,278 7.72 $ 6.48 Issued 55,833 4.76 $ 6.00 Expired 18,444 5.07 $ 7.89 Stock options outstanding at March 31, 2021 675,667 7.55 $ 6.40 Stock options exercisable at March 31, 2021 369,305 7.69 $ 6.46 The fair value of the options is calculated using the Black-Scholes pricing model based on the market value of the underlying common stock at the valuation measurement date $6.00, the remaining contractual term of the options of 5 years, risk-free interest rate of 0.36% and expected volatility of the price of the underlying common stock of 100%. As of March 31, 2021, the Company has $673,086 in unrecognized share-based compensation expense related to these stock options. The aggregate intrinsic value of the options outstanding and exercisable at March 31, 2021 is $0. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Shareholders' Equity | NOTE 12 – SHAREHOLDERS’ EQUITY In March 2020, an executive left the Company and returned 16,667 common shares as part of the related separation agreement. The Company retired the shares and reduced its issued and outstanding stock by 16,667 shares. On February 17, 2021, we completed an offering of 6,210,000 shares of our common stock, inclusive of the underwrites full overallotment, at $10.00 per share for total gross offering proceeds of $62,100,000. In connection with this offering, we received approval to list our common stock on the Nasdaq Capital Market under the symbol “UGRO”. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | NOTE 13 – WARRANTS Warrants are immediately exercisable upon issuance. The following table shows warrant activity for the three months ended March 31, 2021. Number of shares Weighted Warrants outstanding as of December 31, 2020 202,752 $ 13.64 Exercised (21,747 ) 24.00 Issued in connection with equity offering 310,500 $ 12.50 Warrants outstanding as of March 31, 2021 491,505 $ 12.75 Warrants exercisable as of March 31, 2021 491,505 $ 12.75 The fair value of the warrants is calculated using the Black-Scholes pricing model based on the market value of the underlying common stock at the valuation measurement date $10.00, the remaining contractual term of the options of 5 years, risk-free interest rate of 0.57% and expected volatility of the price of the underlying common stock of 100%. The weighted-average life of the warrants is 2.4 years. The aggregate intrinsic value of the warrants outstanding and exercisable at March 31, 2021 is $0. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 14 – SUBSEQUENT EVENTS Management has assessed and determined that no significant subsequent events are to be disclosed according to ASC 855. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates In preparing condensed consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of assets and liabilities at the date of the condensed consolidated financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates include estimated useful lives and potential impairment of long-lived assets and goodwill, inventory write offs, allowance for deferred tax assets, and allowance for bad debt. |
Reclassification | Reclassification Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. |
Recently Adopted Accounting Pronouncements | Recently Issued Accounting Pronouncements From time to time, the Financial Accounting Standards Board (the “FASB”) or other standards setting bodies issue new accounting pronouncements. The FASB issues updates to new accounting pronouncements through the issuance of an Accounting Standards Update (“ASU”). Unless otherwise discussed, the Company believes that the impact of recently issued guidance, whether adopted or to be adopted in the future, is not expected to have a material impact on the Company’s financial statements upon adoption. |
Prepayments and Other Assets (T
Prepayments and Other Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Balances | Prepayments and other assets are comprised of prepayments paid to vendors to initiate orders and prepaid services and fees. The prepaid balances are summarized as follows: March 31, December 31, 2021 2020 Vendor prepayments $ 3,428,331 $ 2,676,493 Prepaid services and fees 425,619 365,931 Deferred financing asset (See Note 9 - Debt) - 504,644 Prepayments and other assets $ 3,853,950 $ 3,547,068 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses are summarized as follows: March 31, December 31, 2021 2020 Accrued operating expenses $ 538,835 $ 717,503 Accrued wages and related expenses 335,225 408,907 Accrued interest expense 9,759 99,258 Accrued sales tax payable 533,300 572,826 $ 1,417,119 $ 1,798,494 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | The following is a summary of notes payable excluding related party notes payable: March 31, December 31, 2021 2020 Paycheck Protection Program (“PPP”) loan entered into on April 16, 2020. Interest rate of 1.0% per annum. Payments of principal and interest are deferred until August 1, 2021 (the “Deferral Period”). The PPP loan may be forgiven in part or fully depending on the Company meeting certain PPP loan forgiveness guidelines. The Company has not yet determined if any of the PPP loan is subject to forgiveness and has therefore continued to present the entire PPP loan as an obligation on its financial statements. Any unforgiven portion of the PPP loan is payable over a two-year term, with payments deferred during the Deferral Period. The Company may prepay the unforgiven loan balance at any time without payment of any premium. 1,020,600 1,020,600 Convertible notes related to bridge financing. See Bridge Financing Notes below. – 1,854,500 Total 1,020,600 2,875,100 Less current maturities (1,020,600 ) (1,854,500 ) Long Term $ – $ 1,020,600 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company’s borrowings as of March 31, 2021 and December 31, 2020 consisted of the following: March 31, December 31, 2021 2020 Revolving Facility $ – $ 3,403,143 Term Loan, net of $0 and $252,322 unamortized debt issuance costs – 1,868,320 Total – 5,271,463 Less current debt due within one year – (5,271,463 ) Total long-term debt $ – $ - |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Grant Activity | The following table shows stock grant activity for the three months ended March 31, 2021: Grants outstanding as of December 31, 2020 118,889 Grants awarded 40,000 Grants outstanding as of March 31, 2021 158,889 |
Schedule of Stock Option Activity | The following table shows stock option activity for the three months ended March 31, 2021: Number of Weighted Weighted Stock options outstanding as of December 31, 2020 638,278 7.72 $ 6.48 Issued 55,833 4.76 $ 6.00 Expired 18,444 5.07 $ 7.89 Stock options outstanding at March 31, 2021 675,667 7.55 $ 6.40 Stock options exercisable at March 31, 2021 369,305 7.69 $ 6.46 |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of Warrant Activity | Warrants are immediately exercisable upon issuance. The following table shows warrant activity for the three months ended March 31, 2021. Number of shares Weighted Warrants outstanding as of December 31, 2020 202,752 $ 13.64 Exercised (21,747 ) 24.00 Issued in connection with equity offering 310,500 $ 12.50 Warrants outstanding as of March 31, 2021 491,505 $ 12.75 Warrants exercisable as of March 31, 2021 491,505 $ 12.75 |
Organization and Acquisitions_2
Organization and Acquisitions, Business Plan, and Liquidity (Details Narrative) | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Reverse stock split description | 1-for-6 reverse stock split |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Feb. 17, 2021 | Dec. 15, 2020 | Feb. 25, 2020 | May 31, 2019 | Oct. 31, 2018 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 |
Related party receivables | $ 4,263 | $ 61,678 | |||||||
Stock option exercise price per share | $ 6.46 | ||||||||
Stock option exercisable term | 7 years 8 months 9 days | ||||||||
Common stock issued during the period | 6,210,000 | ||||||||
Common Stock [Member] | |||||||||
Common stock issued during the period | 6,210,000 | ||||||||
Cloud 9 Support, LLC [Member] | |||||||||
Related party sales | $ 14,006 | $ 132,872 | |||||||
Related party receivables | $ 4,263 | 61,678 | |||||||
James Lowe [Member] | |||||||||
Debt instrument face amount | $ 1,004,500 | ||||||||
Stock options granted | 5,000 | ||||||||
Stock option exercise price per share | $ 7.20 | ||||||||
Stock option exercisable term | 5 years | ||||||||
James Lowe [Member] | Bridge Financing [Member] | |||||||||
Debt maturity date | Dec. 31, 2021 | ||||||||
Debt instrument, interest rate percentage | 12.00% | ||||||||
Debt instrument, convertible into bridge financing | $ 1,000,000 | ||||||||
Accrued interest | $ 4,500 | ||||||||
Debt conversion, description | The New James Lowe Note plus accrued interest was mandatorily converted into 137,940 shares of our common stock on February 17, 2021 in connection with the other Bridge Financing notes. | ||||||||
Debt conversion shares issued | 137,940 | ||||||||
James Lowe [Member] | Common Stock [Member] | |||||||||
Common stock issued during the period | 16,667 | 1,667 | |||||||
James Lowe [Member] | Unsecured Note Payable [Member] | |||||||||
Debt instrument face amount | $ 1,000,000 | ||||||||
Debt maturity date | Apr. 30, 2019 | ||||||||
Debt instrument, origination fee amount | $ 12,500 | ||||||||
Debt instrument, interest rate percentage | 12.00% | 9.00% | |||||||
Debt instrument, frequency of payment | Paid monthly | ||||||||
Debt maturity date, description | The due date for the James Lowe Note was extended in May 2019 to December 31, 2019 |
Prepayments and Other Assets -
Prepayments and Other Assets - Schedule of Prepaid Balances (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Vendor prepayments | $ 3,428,331 | $ 2,676,493 |
Prepaid services and fees | 425,619 | 365,931 |
Deferred financing asset (See Note 9 - Debt) | 504,644 | |
Prepayments and other assets | $ 3,853,950 | $ 3,547,068 |
Investments (Details Narrative)
Investments (Details Narrative) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Equity Method Investments and Joint Ventures [Abstract] | ||
Investments | $ 1,710,358 | $ 1,710,358 |
Goodwill (Details Narrative)
Goodwill (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | $ 902,067 | $ 902,067 |
Goodwill impairment charges |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued operating expenses | $ 538,835 | $ 717,503 |
Accrued wages and related expenses | 335,225 | 408,907 |
Accrued interest expense | 9,759 | 99,258 |
Accrued sales tax payable | 533,300 | 572,826 |
Accrued expenses | $ 1,417,119 | $ 1,798,494 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Nov. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Gross proceeds from qualified offering | $ 4,400,683 | ||||
James Lowe [Member] | |||||
Debt instrument principal amount | $ 1,004,500 | $ 1,004,500 | $ 1,004,500 | ||
Bridge Financing Notes [Member] | |||||
Debt instrument principal amount | 1,854,500 | $ 1,854,500 | $ 1,854,500 | ||
Proceeds from debt | $ 500,000 | $ 350,000 | |||
Debt interest rate | 12.00% | 12.00% | 12.00% | ||
Debt maturity date | Dec. 31, 2021 | ||||
Gross proceeds from qualified offering | $ 2,500,000 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Notes payable | $ 1,020,600 | $ 2,875,100 |
Notes payable, current maturities | (1,020,600) | (1,854,500) |
Notes payable, long term | 1,020,600 | |
Paycheck Protection Program Loan Payable [Member] | ||
Notes payable | 1,020,600 | 1,020,600 |
Convertible Debenture [Member] | ||
Notes payable | $ 1,854,500 |
Notes Payable - Schedule of N_2
Notes Payable - Schedule of Notes Payable (Details) (Parenthetical) - Paycheck Protection Program Loan Payable [Member] | 3 Months Ended |
Mar. 31, 2021 | |
Debt interest rate | 1.00% |
Debt maturity date | Aug. 1, 2021 |
Debt maturity term | 2 years |
Debt (Details Narrative)
Debt (Details Narrative) | Mar. 01, 2021USD ($) | Jan. 31, 2021USD ($) | Oct. 02, 2020USD ($) | Sep. 04, 2020USD ($)$ / shares | Feb. 21, 2020USD ($) | Mar. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($) | Feb. 21, 2020CAD ($) |
Share Price [Member] | ||||||||
Fair value of warrants | $ / shares | 10 | |||||||
Risk Free Interest Rate [Member] | ||||||||
Fair value of warrants | 0.57 | |||||||
Expected Volatility [Member] | ||||||||
Fair value of warrants | 100 | |||||||
Term Loan [Member] | ||||||||
Unamortized debt issuance costs | $ 0 | $ 252,322 | ||||||
Credit Agreement [Member] | ||||||||
Debt, description | The Credit Agreement, which is denominated in Canadian dollars (C$), is comprised of (i) a 12-month senior secured demand term loan facility in the amount of C$2.7 million ($2.0 million), which was funded in its entirety on the closing date (the "Term Loan"); and (ii) a 12-month demand revolving credit facility of up to C$5.4 million ($4.0 million), which may be drawn from time to time, subject to the terms and conditions set forth in the Credit Agreement and described further below (the "Revolving Facility," and together with the Term Loan, the "Facilities"). The Credit Agreement is personally guaranteed by the Company's CEO and Chairman, Brad Nattrass, and was to be in place for the original term of the Credit Agreement (1 year) plus a 1-year extension period at the discretion of the Lender as provided in the Credit Agreement. | |||||||
Maturity date, description | The final maturity date of the Facilities was initially stipulated in the Credit Agreement as the earlier of (i) demand, and (ii) the date that is 12 months after the closing date, with a potential extension to the date that is 24 months after the closing date (the "Initial Maturity Date"). | |||||||
Maturity Date | Dec. 31, 2021 | |||||||
Warrants term | 5 years | |||||||
Credit Agreement [Member] | Share Price [Member] | ||||||||
Fair value of warrants | $ / shares | 6 | |||||||
Credit Agreement [Member] | Risk Free Interest Rate [Member] | ||||||||
Fair value of warrants | 1.14 | |||||||
Credit Agreement [Member] | Expected Volatility [Member] | ||||||||
Fair value of warrants | 1 | |||||||
Credit Agreement [Member] | Prime Rate [Member] | ||||||||
Interest rate | 12.00% | 11.00% | ||||||
Credit Agreement [Member] | Term Loan [Member] | ||||||||
Credit facility loan amount | $ 4,000,000 | |||||||
Prepayment of debt | $ 1,000,000 | |||||||
Monthly payment of debt | $ 100,000 | |||||||
Unamortized debt issuance costs | 252,322 | |||||||
Credit Agreement [Member] | CAD [Member] | Term Loan [Member] | ||||||||
Credit facility loan amount | $ 5,400,000 | |||||||
Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||||
Credit facility loan amount | $ 2,000,000 | |||||||
Credit facility, discription | The Revolving Facility could initially be borrowed and re-borrowed on a revolving basis by the Company during the term of the Facilities, provided that borrowings under the Revolving Facility were limited by a loan availability formula equal to the sum of (i) 90% of insured accounts receivable, (ii) 85% of investment grade receivables, (iii) 75% of other accounts receivable, (iv) 50% of eligible inventory, and (v) the lesser of C$4.05 million ($3.0 million) and (A) 75% of uncollected amounts on eligible signed equipment orders for equipment systems contracts and (B) 85% of uncollected amounts on eligible signed professional services order forms for design contracts. | |||||||
Monthly payment of debt | $ 50,000 | |||||||
Debt issuance costs | $ 1,314,868 | |||||||
Unamortized debt issuance costs | $ 504,644 | |||||||
Credit Agreement [Member] | Revolving Credit Facility [Member] | Common Stock and Warrant [Member] | ||||||||
Debt issuance costs | $ 676,822 | |||||||
Credit Agreement [Member] | Revolving Credit Facility [Member] | CAD [Member] | ||||||||
Credit facility loan amount | $ 2,700,000 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Total | $ 5,271,463 | |
Less current debt due within one year | (5,271,463) | |
Total long-term debt | ||
Term Loan [Member] | ||
Total | 1,868,320 | |
Revolving Credit Facility [Member] | ||
Total | $ 3,403,143 |
Debt - Schedule of Debt (Deta_2
Debt - Schedule of Debt (Details) (Parenthetical) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Term Loan [Member] | ||
Unamortized debt issuance costs | $ 0 | $ 252,322 |
Risks and Uncertainties (Detail
Risks and Uncertainties (Details Narrative) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Revenue [Member] | Client One [Member] | |||
Concentration risk percentage | 31.00% | 26.00% | |
Outstanding Receivables [Member] | Client One [Member] | |||
Concentration risk percentage | 18.00% | 16.00% | |
Outstanding Accounts Receivable [Member] | Client One [Member] | |||
Concentration risk percentage | 23.00% | ||
Outstanding Accounts Receivable [Member] | Another Client [Member] | |||
Concentration risk percentage | 17.00% | ||
Purchases [Member] | Vendor One [Member] | |||
Concentration risk percentage | 18.00% | 21.00% | |
Purchases [Member] | Vendor One [Member] | |||
Concentration risk percentage | 15.00% |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Stock based compensation expense | $ 290,805 | $ 432,645 |
Unrecognized share-based compensation expense | 329,448 | |
Share based payment award, aggregate intrinsic value options outstanding | 0 | |
Share based payment award, aggregate intrinsic value options exercisable | 0 | |
Stock Options [Member] | ||
Unrecognized share-based compensation expense | $ 673,086 | |
Share based payment award, valuation payment | $ 6 | |
Share based payment award, remaining contractual term | 5 years | |
Share based payment award, risk-free interest rate | 0.36% | |
Share based payment award, expected volatility price | 100.00% |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Grant Activity (Details) | 3 Months Ended |
Mar. 31, 2021shares | |
Share-based Payment Arrangement [Abstract] | |
Grants outstanding, beginning | 118,889 |
Grants awarded | 4,000 |
Grants outstanding, ending | 158,889 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Stock Option Activity (Details) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Stock options outstanding, Number of shares, beginning | shares | 638,278 |
Issued, Number of shares | shares | 55,833 |
Expired, Number of shares | shares | 18,444 |
Stock options outstanding, Number of shares, ending | shares | 675,667 |
Stock options exercisable, Number of shares | shares | 369,305 |
Stock options outstanding, Weighted Average Remaining Life (Years) | 7 years 8 months 19 days |
Issued, Weighted Average Remaining Life (Years) | 4 years 9 months 3 days |
Expired, Weighted Average Remaining Life (Years) | 5 years 26 days |
Stock options outstanding, Weighted Average Remaining Life (Years) | 7 years 6 months 18 days |
Stock options exercisable, Weighted Average Remaining Life (Years) | 7 years 8 months 9 days |
Stock options outstanding, Weighted Average Exercise Price, beginning | $ / shares | $ 6.48 |
Issued, Weighted Average Exercise Price | $ / shares | 6 |
Expired, Weighted Average Exercise Price | $ / shares | 7.89 |
Stock options outstanding, Weighted Average Exercise Price, ending | $ / shares | 6.40 |
Stock options exercisable, Weighted Average Exercise Price | $ / shares | $ 6.46 |
Shareholders' Equity (Details N
Shareholders' Equity (Details Narrative) - USD ($) | Feb. 17, 2021 | Mar. 31, 2020 | Mar. 31, 2021 |
Equity [Abstract] | |||
Returned shares of common stock | 16,667 | ||
Retired shares of common stock | 16,667 | ||
Stock issuance related to offering, net, shares | 6,210,000 | ||
Shares issued price per share | $ 10 | ||
Stock issuance related to offering, net | $ 62,100,000 | $ 57,699,317 |
Warrants (Details Narrative)
Warrants (Details Narrative) | 3 Months Ended |
Mar. 31, 2021USD ($)$ / shares | |
Warrants [Member] | |
Weighted-average term | 2 years 4 months 24 days |
Aggregate intrinsic value outstanding and exercisable amount | $ | $ 0 |
Share Price [Member] | |
Warrants measurement input | $ / shares | 10 |
Risk Free Interest Rate [Member] | |
Warrants measurement input | 0.57 |
Expected Volatility [Member] | |
Warrants measurement input | 100 |
Remaining Contractual Term [Member] | |
Warrants measurement input, period | 5 years |
Warrants - Schedule of Warrant
Warrants - Schedule of Warrant Activity (Details) - Warrants [Member] | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Number of shares, Warrants Balance beginning | 202,752 |
Number of shares, Warrants Exercised | (21,747) |
Number of shares, Warrants Issued in connection with equity offering | 310,500 |
Number of shares, Warrants Ending beginning | 491,505 |
Number of shares, Warrants exercisable | 491,505 |
Weighted Average Exercise Price, Balance beginning | $ / shares | $ 13.64 |
Weighted Average Exercise Price, Warrants Exercised | 24 |
Weighted Average Exercise Price, Warrants Issued in connection with equity offering | $ / shares | $ 12.50 |
Weighted Average Exercise Price, Balance ending | $ / shares | 12.75 |
Weighted Average Exercise Price, Warrants exercisable | $ / shares | $ 12.75 |