Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 23, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 333-234741 | |
Entity Registrant Name | Odyssey Semiconductor Technologies, Inc. | |
Entity Central Index Key | 0001781405 | |
Entity Tax Identification Number | 84-1766761 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 9 Brown Road | |
Entity Address, City or Town | Ithaca | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 14850 | |
City Area Code | 607 | |
Local Phone Number | 882-2754 | |
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 | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 12,726,911 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash | $ 1,573,880 | $ 2,598,213 |
Accounts receivable | 170 | 6,170 |
Deferred expenses | 18,753 | 7,870 |
Prepaid expenses and other current assets | 386,418 | 225,260 |
Total Current Assets | 1,979,221 | 2,837,513 |
Restricted cash | 103,213 | 103,201 |
Property and equipment, net | 933,171 | 853,290 |
Operating ROU Asset | 477,018 | 0 |
Total Assets | 3,492,623 | 3,794,004 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 240,768 | 147,947 |
Loan payable - short term | 74,739 | 74,134 |
Lease liability – short term portion | 177,453 | |
Deferred revenue | 75,000 | 10,000 |
Total Current Liabilities | 567,960 | 232,081 |
Long-Term Lease Liability | 460,352 | 0 |
Loans payable - long term | 326,773 | 345,459 |
Total liabilities | 1,355,085 | 577,540 |
Commitments and contingencies | 0 | 0 |
Stockholders' Equity: | ||
Preferred stock, $0.0001 par value, 5,000,000 shares authorized; 0 shares issued and outstanding as of March 31, 2022 and December 31, 2021 | 0 | 0 |
Common stock, $0.0001 par value, 45,000,000 shares authorized, 12,726,911 shares issued and outstanding as of March 31, 2022 and December 31, 2021 | 1,272 | 1,272 |
Additional paid-in capital | 9,924,394 | 9,873,345 |
Accumulated deficit | (7,788,128) | (6,658,153) |
Total Stockholders' Equity | 2,137,538 | 3,216,464 |
Total Liabilities and Stockholders' Equity | $ 3,492,623 | $ 3,794,004 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value per share | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value per share | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 45,000,000 | 45,000,000 |
Common stock, shares issued | 12,726,911 | 12,726,911 |
Common stock, shares outstanding | 12,726,911 | 12,726,911 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues | $ 29,938 | $ 230,969 |
Cost of Revenues | 30,999 | 382,853 |
Gross Loss | (1,061) | (151,884) |
Operating Expenses: | ||
Research and development | 369,184 | 153,037 |
Selling, general, and administrative | 757,927 | 796,474 |
Total Operating Expenses | 1,127,111 | 949,511 |
Loss From Operations | (1,128,172) | (1,101,395) |
Other Income (Expense): | ||
Forgiveness of PPP loan and other income | 2,013 | 210,680 |
Interest expense | (3,816) | (4,396) |
Net Loss | $ (1,129,975) | $ (895,111) |
Net Loss Per Share: | ||
Basic | $ (0.09) | $ (0.08) |
Diluted | $ (0.09) | $ (0.08) |
Weighted Average Number of Common Shares Outstanding: | ||
Basic | 12,726,911 | 11,354,130 |
Diluted | 12,726,911 | 11,354,130 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance - December 31, 2020 at Dec. 31, 2020 | $ 1,143 | $ 4,046,370 | $ (3,516,400) | $ 531,113 |
Beginning balance, Shares at Dec. 31, 2020 | 11,429,661 | |||
Stock based compensation | 678,918 | 678,918 | ||
Exercise of stock options | $ 4 | 68,434 | 68,438 | |
Exercise of stock options, shares | 45,625 | |||
Sale of shares of common stock | $ 125 | 5,006,375 | 5,006,500 | |
SaleOfSharesOfCommonStock, Shares | 1,251,625 | |||
Costs of stock sale | (407,445) | (407,445) | ||
Net loss three months ended 3/31/2021 | (895,111) | (895,111) | ||
Balance - March 31, 2021 at Mar. 31, 2021 | $ 1,272 | 9,392,652 | (4,411,511) | 4,982,413 |
Ending balance, shares at Mar. 31, 2021 | 12,726,911 | |||
Balance - December 31, 2020 at Dec. 31, 2021 | $ 1,272 | 9,873,345 | (6,658,153) | 3,216,464 |
Beginning balance, Shares at Dec. 31, 2021 | 12,726,911 | |||
Stock based compensation | 51,049 | 51,049 | ||
Net loss three months ended 3/31/2021 | (1,129,975) | (1,129,975) | ||
Balance - March 31, 2021 at Mar. 31, 2022 | $ 1,272 | $ 9,924,394 | $ (7,788,128) | $ 2,137,538 |
Ending balance, shares at Mar. 31, 2022 | 12,726,911 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (1,129,975) | $ (895,111) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 51,049 | 678,918 |
Forgiveness of PPP loan indebtedness | 0 | (210,680) |
Depreciation and amortization | 42,469 | 40,978 |
Changes in operating assets and liabilities: | ||
Contract assets | 0 | 62,273 |
Accounts receivable | 6,000 | 10,707 |
Prepaid expenses and other current assets | 16,295 | (6,151) |
Deferred expenses | (10,883) | (75,327) |
Accounts payable and accrued expenses | 92,821 | 93,747 |
Deferred revenue | 65,000 | 99,311 |
Total Adjustments | 262,751 | 693,776 |
Net Cash Used In Operating Activities | (867,224) | (201,335) |
Cash Flows Used In Investing Activities: | ||
Purchases of property and equipment | (122,122) | (21,161) |
Lease of property | (16,666) | 0 |
Net Cash Used In Investing Activities | (138,788) | (21,161) |
Cash Flows From Financing Activities: | ||
Proceeds from sale of common stock, net of costs | 0 | 5,006,500 |
Proceeds from government loans | 0 | 193,625 |
Repayment of government loans | (18,309) | (3,561) |
Proceeds from exercise of stock options | 0 | 68,438 |
Payment of deferred offering costs | 0 | (407,445) |
Net Cash Provided By (Used In )Financing Activities | (18,309) | 4,857,557 |
Net Increase (Decrease) In Cash and Restricted Cash | (1,024,321) | 4,635,061 |
Cash and Restricted Cash - Beginning of Period | 2,701,414 | 375,854 |
Cash and Restricted Cash - End of Period | 1,677,093 | 5,010,915 |
Cash and Restricted Cash Consisted of the Following: | ||
Cash | 1,573,880 | 4,907,753 |
Restricted cash | 103,213 | 103,162 |
Cash and Restricted Cash | 1,677,093 | 5,010,915 |
Cash paid during the year for: | ||
Interest | 3,588 | 1,600 |
Income taxes | 0 | 0 |
Non-cash investing and financing activities: | ||
Operating Lease ROU Asset | $ 680,683 | $ 0 |
Nature of Operations and Liquid
Nature of Operations and Liquidity | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Liquidity | Note 1 – Nature of Operations and Liquidity Organization and Operations Odyssey Semiconductor Technologies, Inc. (“Odyssey Technologies”) was incorporated on April 12, 2019 under the laws of the State of Delaware. Odyssey Technologies, through its wholly-owned subsidiary, Odyssey Semiconductor, Inc. (“Odyssey Semiconductor”) and Odyssey Semiconductor’s wholly owned subsidiary, JR2J, LLC (“JR2J”) (collectively, the “Company”), is a semiconductor device company developing high-voltage power switching components and systems based on proprietary Gallium Nitride (“GaN”) processing technology. COVID-19 The extent of the impact and effects of the recent outbreak of the coronavirus (COVID-19) on the operation and financial performance of our business will depend on future developments, including the duration and spread of the outbreak, related travel advisories and restrictions, the consequential potential of staff shortages, and project development delays, all of which are highly uncertain and cannot be predicted. If demand for the Company’s services or the Company’s ability to service customers are impacted for an extended period, especially as it relates to major customers, our financial condition and results of operations may be materially adversely affected. Liquidity and Financial Condition As of March 31, 2022, the Company had a cash balance, working capital and accumulated deficit of approximately $ 1,600,000 1,400,000 7,800,000 1,100,000 The Company believes its current cash on hand will not be su The Company’s operating needs include the planned costs to operate its business, including amounts required to fund working capital and capital expenditures. The Company’s future capital requirements and the adequacy of its available funds will depend on many factors, including the Company’s ability to successfully commercialize its products and services, competing technological and market developments, and the need to enter into collaborations with other companies or acquire other companies or technologies to enhance or complement its product and service offerings. There is also no assurance that the amount of funds the Company might raise will enable the Company to complete its development initiatives or attain profitable operations. If the Company is unable to obtain additional financing on a timely basis, it may have to curtail its development, marketing and promotional activities, which would have a material adverse effect on the Company’s business, financial condition and results of operations, and ultimately, the Company could be forced to discontinue its operations and liquidate. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the unaudited condensed consolidated financial statements of the Company as of March 31, 2022 and for the three months ended March 31, 2022 and 2021. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the operating results for the full year ending December 31, 2022 or any other period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and related disclosures as of December 31, 2021 and for the year then ended which have been previously filed. Use of Estimates Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and the amounts disclosed in the related notes to the financial statements. The Company’s significant estimates used in these financial statements include, but are not limited to, fair value calculations for equity securities, stock-based compensation, the collectability of receivables, the recoverability and useful lives of long-lived assets, and the valuation allowance related to the Company’s deferred tax assets. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents in the financial statements. As of March 31, 2022 and December 31, 2021, the Company had no Restricted Cash Restricted cash was comprised of cash held as a security deposit in connection with the Company’s operating lease. See Note 8 – Commitments and Contingencies - Operating Lease for additional details. Deferred Expenses Deferred expenses consist of labor, materials and other costs that are attributable to customer contracts that the Company has not completed its performance obligation under the contract and, as a result, has not recognized revenue. As of March 31, 2022 and December 31, 2021, deferred expenses were approximately $ 19,000 8,000 Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation using the straight-line method over their estimated useful lives, once the asset is placed in service. Expenditures for maintenance and repairs, which do not extend the economic useful life of the related assets, are charged to operations as incurred, and expenditures which extend the economic life are capitalized. Leasehold improvements are depreciated over the lesser of their estimated useful lives or the remaining term of their respective lease. When assets are retired or otherwise disposed of, the costs and related accumulated depreciation or amortization are removed from the accounts and any gain or loss on disposal is recognized in the statement of operations for the respective period. The Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. The estimated useful lives of property and equipment are as follows: Schedule of estimated useful lives of property and equipment Schedule of estimated useful lives of property and equipment Asset Useful lives (years) Computer and office equipment 5 Lab equipment 5 Leasehold improvements shorter of useful life or lease term Machinery 7 15 Furniture 7 Offering Costs Deferred offering costs, which primarily consist of direct, incremental professional fees incurred in connection with a debt or equity financing, are capitalized as non-current assets on the consolidated balance sheets. Once the financing closes, the Company reclassifies such costs as either discounts to notes payable or as a reduction of proceeds received from equity transactions so that such costs are recorded as a reduction of additional paid-in capital. If the completion of a contemplated financing was deemed to be no longer probable, the related deferred offering costs would be charged to general and administrative expense in the consolidated financial statements. Leases In February 2016, the Financial Accounting Standards Board (the “FASB”) established Accounting Standards Codification (“ASC”) Topic 842, “Leases”, by issuing Accounting Standards Update (“ASU”) No. 2016-02, which requires lessees to now recognize operating leases on the balance sheet and disclose key information about leasing arrangements. ASC Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements ● Short-term lease accounting policy election allowing lessees to not recognize ROU assets and liabilities for leases with a term of 12 months or less; ● The option to not separate lease and non-lease components in the Company’s lease contracts; and ● The package of practical expedients applied to all of its leases, including (i) not reassessing whether any expired or existing contracts are or contain leases, (ii) not reassessing the lease classification for any expired or existing leases, and (iii) not reassessing the capitalization of initial direct costs for any existing leases. Adoption of this standard resulted in the recognition of operating lease right-of-use assets and corresponding lease liabilities of approximately $ 680,000 Revenue Recognition The Company recognizes revenue under ASC Topic 606, “Revenue from Contracts with Customers” (“ASC 606”). The Company determines revenue recognition through the following steps: ● Step 1: ● Step 2: ● Step 3: ● Step 4: ● Step 5: A majority of the Company’s revenues are generated from contracts with customers that require it to design, develop, manufacture, test and integrate complex equipment and to provide engineering and technical services according to customer specifications. These contracts are often priced on a time and material type basis. Revenues on time and material type contracts are generally recognized in each period based on the amount billable to the customer which is based on direct labor hours expended multiplied by the contractual fixed rate per hour, plus the actual costs of materials and other direct non-labor costs. The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. A receivable is recorded when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the performance obligations are satisfied. Contract assets are comprised of unbilled contract receivables related to revenues earned but not yet invoiced to customers. During the three months ended March 31, 2022 and 2021, there was no revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods. The Company generated revenue from government contracts that reimburse the Company for certain allowable costs for funded projects. Such projects were completed in 2021. For contracts with government agencies, when the Company has concluded that it is the principal in conducting the research and development expenses and where the funding arrangement is considered central to the Company’s ongoing operations, the Company classifies the recognized funding received as revenue. The Company has determined that revenue generated from government grants is outside the scope of ASC 606 and, as a result, the Company recognizes revenue upon incurring qualifying, reimbursable expenses. During the three months ended March 31, 2022 and 2021, the Company recognized approximately $ 0 225,000 Research and Development Research and development expenses are charged to operations as incurred. Stock-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. The fair value of the award is measured on the grant date. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Upon the exercise of an award, the Company issues new shares of common stock out of its authorized shares. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. Option forfeitures are accounted for at the time of occurrence. The expected term used is the estimated period of time that warrants or options are expected to be outstanding. The Company utilizes the “simplified” method to develop an estimate of the expected term of “plain vanilla” employee options. For investor warrants and non-employee options, the expected term used is the contractual life of the instrument being valued. The Company does not yet have a trading history to support its historical volatility calculations. Accordingly, the Company is utilizing an expected volatility figure based on a review of the historical volatility of comparable entities over a period of time equivalent to the expected life of the instrument being valued. Net (Loss) Income per share of Common Stock Basic net (loss) income per share of common stock is computed by dividing net (loss) income by the weighted average number of vested shares of common stock outstanding during the period. Diluted net income per share of common stock is computed by dividing net income by the weighted average number of common and dilutive common-equivalent shares outstanding during each period. The following shares were excluded from the calculation of weighted average dilutive shares of common stock because their inclusion would have been anti-dilutive: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share As of March 31, 2022 2021 Warrants 245,696 245,696 Options 1,398,246 3,211,785 Total 1,643,942 3,457,481 Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. The Company has recorded a full valuation allowance against its deferred tax assets for all periods, due to the uncertainty of future utilization. The Company utilizes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Management has evaluated and concluded that there were no Critical Accounting Policies and Estimates Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We base our estimates and judgments on historical experience, current economic and industry conditions and on various other factors that are believed to be reasonable under the circumstances. This forms the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe that full consideration has been given to all relevant circumstances that we may be subject to, and the consolidated financial statements accurately reflect our best estimate of the results of operations, financial position and cash flows for the periods presented. On an ongoing basis, we evaluate our estimates and judgments for all assets and liabilities, including those related to the fair value of stock options for determination of the stock-based compensation expense. The amount of stock based compensation has been a significant expense over the three months ended March 31, 2022 and 2021. The assumptions that go into the Black-Scholes calculation are the major driver of the calculation of the fair value of the stock options at the date of grant. The major assumption of volatility is based upon historical data, and the majority of the other assumptions used in the Black Scholes computation is based upon the terms of the specific stock option grant. Revenues and cost of sales are important metrics in demonstrating the completion of projects and shipment of products to customers, and the profitability of such revenues. Accordingly, revenue recognition is a critical accounting policy. The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. A receivable is recorded when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the performance obligations are satisfied. Contract assets are comprised of unbilled contract receivables related to revenues earned but not yet invoiced to customers. We review the status of each project at each period end and determine whether the earnings process is complete and the revenue and costs of sales should be recognized. Recently Issued Accounting Standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments - Credit Losses”. This update requires immediate recognition of management’s estimates of current expected credit losses (“CECL”). Under the prior model, losses were recognized only as they were incurred. The new model is applicable to all financial instruments that are not accounted for at fair value through net income. The standard is effective for fiscal years beginning after December 15, 2022 for public entities qualifying as small reporting companies. Early adoption is permitted. The Company is currently assessing the impact of this update on our consolidated financial statements and do not anticipate a significant impact. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended |
Mar. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Note 3 - Prepaid Expenses and Other Current Assets Prepaid expenses consisted of the following: Schedule of Prepaid expenses and other current assets March 31, 2022 December 31, 2021 Insurance $ 26,071 $ 30,666 Legal Fees 4,480 16,180 Deposit for equipment purchase 25,288 25,288 Operating ROU asset – short term portion 177,453 — Deposit for leased equipment purchase (Note 11) 153,126 153,126 Total $ 386,418 $ 225,260 In December 2021, the Company made a deposit of $ 153,126 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 4 – Property and Equipment Property and equipment consisted of the following: Schedule of property and equipment March 31, 2022 December 31, 2021 Computer and office equipment $ 2,807 $ 2,807 Lab equipment 15,606 15,606 Furniture 43,705 43,705 Leasehold improvements 543,118 450,374 Machinery 657,017 627,641 Subtotal 1,262,254 1,140,133 Accumulated Depreciation (329,083 ) (286,842 ) Property and Equipment, net $ 933,171 $ 853,290 Depreciation and amortization expense related to property and equipment was approximately $ 42,000 40,000 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Note 5 - Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following: Schedule of Accounts Payable and Accrued Expenses March 31, 2022 December 31, 2021 Accounts payable $ 90,268 $ 67,970 Accrued payroll 75,055 29,994 Credit cards payable 67,041 36,690 Accrued interest and other 8,404 13,293 Total $ 240,768 $ 147,947 |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 6 – Stockholders’ Equity Authorized Capital The Company is authorized to issue 45,000,000 0.0001 5,000,000 0.0001 No Common Stock Transactions In March 2021, the Company sold 1,251,625 4.00 5,006,500 407,445 89,730 5 4.00 480,000 |
Equity Compensation Plan
Equity Compensation Plan | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Equity Compensation Plan | Note 7 – Equity Compensation Plan On June 18, 2019, the Board of Directors and a majority of the Company’s shareholders, respectively, approved the 2019 Equity Compensation Plan (the “2019 Plan”). Under the 2019 Plan, 1,326,000 On March 11, 2020, the Company granted the following 10 1.50 965,850 321,950 The grant was reduced to 500,000 options, including 375,000 options and 125,000 options respectively under the two categories, due to limitations under the 2019 Plan. The terms of the 125,000 performance-based options were established in the quarter ended December 31, 2021. The terms of the performance-based options were met during the quarter ended March 31, 2021. On May 26, 2020, the Board of Directors and a majority of the Company’s shareholders approved an amendment to the 2019 Plan to (i) increase the number of shares of common stock authorized for issuance under the 2019 Plan by 1,174,000 shares, such that a total of 2,500,000 shares of common stock are now authorized for issuance under the 2019 Plan; (ii) increase the maximum aggregate number of shares, options and/or other awards that may be granted to any one person during any calendar year from 500,000 to 1,300,000; and (iii) clarify the availability of cashless exercise as a form of consideration. On July 16, 2020, the Company granted the following 10 1.50 600,000 200,000 On September 16, 2020, the Board of Directors and a majority of the Company’s shareholders approved an amendment to the 2019 Plan to increase the number of shares of common stock authorized for issuance under the 2019 Plan from 2,500,000 4,600,000 On September 22, 2020, the Company granted a 10 1,637,410 1.50 From June 1 to June 22, 2021, the Company granted five and 10 ten-year options to purchase 388,246 2.90 3.93 On September 22, 2021, upon the resignation of our then Chief Executive Officer and Chairman, a total of 1,911,160 te. On such date, the Company also provided the acceleration of 25,000 On December 30, 2021, the Company 10 445,000 1.77 On February 9, 2022, subject to the shareholders’ approval, the Board of Directors approved that the aggregate number of shares authorized for issuance as awards under the 2019 Plan shall be 4,600,000 5 The stock option activity from January 1, 2021 through March 31, 2022 is as follows (note there were no options granted, exercised, expired or forfeited in the three months ended March 31, 2022): Schedule of stock option activity Shares Weighted-Average Exercise Weighted-Average Remaining Balance, December 31, 2020 3,257,410 $ 1.5 9.1 Options granted 833,246 2.7 6.7 Options exercised (45,625 ) 1.5 — Options converted — — — Options expired (735,625 ) 1.5 — Options forfeited (1,911,160 ) 1.5 — Balance, December 31, 2021 and March 31, 2022 1,398,246 2.2 6.0 Vested shares at March 31, 2022 483,500 1.5 2.4 The following table summarizes the outstanding options at March 31, 2022 by exercise price. Schedule Of Outstanding Options Exercise price Outstanding options Exercisable options $ 1.50 565,000 450,167 $ 3.93 388,246 0 $ 1.77 445,000 33,333 1,398,246 483,500 At March 31, 2022, the Company has 2,886,129 The Company has estimated the fair value of all stock option awards as of the date of grant by applying the Black-Scholes option-pricing model. In applying the Black-Scholes option pricing model, the Company used the following weighted average assumptions for issuances during the year of 2021: Schedule of Valuation Assumptions 2021 Risk-free interest rate 1.2 % Expected term 7.0 Expected volatility 91 % Expected dividends 0 Grant date fair value of common stock $ 1.91 During the three months ended March 31, 2022, the Company recognized stock-based compensation expense related to stock options of approximately $ 51,000 7,000 44,000 678,000 643,000 3,000 32,000 As of March 31, 2022, there was unamortized stock-based compensation of approximately $ 1,500,000 2.3 223,000 155,000 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8 - Commitments and Contingencies Litigations, Claims, and Assessments From time to time, the Company is involved in various disputes, claims, liens and litigation matters arising out of the normal course of business which could result in a material adverse effect on the Company’s combined financial position, results of operations or cash flows. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. As of March 31, 2022 and March 31, 2021, the Company had no outstanding claims or litigation and had no liabilities recorded for loss contingencies. Operating Lease On August 21, 2019, the Company entered into a lease for a 10,000 square foot facility consisting of lab and office space. The lease requires monthly payments of $ 16,667 November 30, 2025 100,000 The assets and liabilities from operating leases are recognized at the lease commencement date based on the present value of remaining lease payments over the lease term using the Company’s incremental borrowing rates or implicit rates, when readily determinable. Short-term leases, which have an initial term of 12 months or less, are not recorded on the balance sheet. The Company’s operating leases do not provide an implicit rate that can readily be determined. Therefore, the Company uses a discount rate based on its estimated incremental commercial borrowing rate, The following table presents information about the amount and timing of liabilities arising from the Company’s operating and finance leases as of March 31, 2022 (in thousands): Finance Lease, Liability, Fiscal Year Maturity Maturity of Lease Liabilities Operating Lease Liabilities 2022 $ 150,000 2023 200,000 2024 200,000 2025 183,337 Total undiscounted operating lease payments $ 733,337 Less: Imputed interest 95,533 Present value of operating lease liabilities $ 637,805 Short-term portion 177,453 Long term portion 460,352 Weighted average remaining lease term in years 4.9 Weighted average discount rate 6.50 % The Company incurred lease expense for its operating lease of approximately $ 50,000 The minimum lease payments for the years ending December 31 are approximately as follows: $ 200,000 183,000 The Right of Use Asset at March 31, 2022 of $ 654,471 177,453 477,018 |
Concentrations
Concentrations | 3 Months Ended |
Mar. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Note 9 – Concentrations During the three months ended March 31, 2022, revenues were generated from two customers. At March 31, 2022, deferred costs and deferred revenues are attributable to one customer contract. During the quarter ended March 31, 2021, substantially all revenues were generated from one customer pursuant to our contract with a governmental entity and amounted to approximately 84 |
Government Loans
Government Loans | 3 Months Ended |
Mar. 31, 2022 | |
Government Loans | |
Government Loans | Note 10 – Government Loans Paycheck Protection Program Loans On May 1, 2020, the Company received loan proceeds in the amount of approximately $ 211,000 On February 24, 2021, the Company received $ 193,625 1 3,300 Economic Injury Disaster Loan Advance On May 1, 2020, the Company received an advance in the amount of $ 10,000 138,900 678 3.75 30 Tomkins County Area Development Loan On May 27, 2020, the Company received loan proceeds in the amount of $ 50,000 2.5 1,443 E quipment Loans On August 20, 2020, the Company received a loan of $ 100,000 2.5 1,775 100,000 5 5.0 2,072 75,000 5 2.5 1,331 The loans are summarized as follows: Schedule of loans March 31, 2022 December 31, 2021 Principal outstanding $ 404,780 $ 423,089 Deferred loan costs, net of amortization (3,268 ) (3,496 ) Subtotal 401,512 419,593 Less current portion (74,739 ) (74,134 ) Total long term portion $ 326,773 $ 345,459 Interest expense on the above debt instruments was approximately $ 3,800 4,400 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 - Subsequent Events The Company has evaluated events that have occurred after the balance sheet and through May 23, 2022. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements, except as follows On April 18, 2022, Mark Davidson was appointed as Chief Executive Officer of the Company. In connection with Mr. Davidson’s appointment as Chief Executive Officer of the Company, the Company agreed to pay Mr. Davidson an annual cash compensation of $300,000. For 2022, Mr. Davidson will be eligible for an annual target bonus of up to $150,000 that will be prorated for nine (9) months (i.e. $112,500) based on his achievements of performance goals to be finalized and approved by the Board of Directors within the first two months of his employment. Such annual bonus will be paid in stock compensation until such time that the Company has sufficient cash flow. His eligibility for future bonuses will be determined by the Board of Directors in accordance with the Company’s future bonus plans and programs. In addition, the Company agreed to grant to Mr. Davidson an option to purchase a number of shares equivalent to 5.0% ownership of the Company on a fully-diluted basis using the treasury stock method as of March 31, 2022 (or 5.0% of 12,910,125 shares, or 650,000 shares), at the fair market value of the Company’s common stock as determined by the Board on the date it approves such grant. The option will vest at the rate of 25% per year on the anniversary date from the first day of his employment starting from April 1, 2023. The option will be subject to acceleration in vesting in connection with the occurrence of a change of control event during the term of Mr. Davidson’s employment. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the unaudited condensed consolidated financial statements of the Company as of March 31, 2022 and for the three months ended March 31, 2022 and 2021. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the operating results for the full year ending December 31, 2022 or any other period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and related disclosures as of December 31, 2021 and for the year then ended which have been previously filed. |
Use of Estimates | Use of Estimates Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and the amounts disclosed in the related notes to the financial statements. The Company’s significant estimates used in these financial statements include, but are not limited to, fair value calculations for equity securities, stock-based compensation, the collectability of receivables, the recoverability and useful lives of long-lived assets, and the valuation allowance related to the Company’s deferred tax assets. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents in the financial statements. As of March 31, 2022 and December 31, 2021, the Company had no |
Restricted Cash | Restricted Cash Restricted cash was comprised of cash held as a security deposit in connection with the Company’s operating lease. See Note 8 – Commitments and Contingencies - Operating Lease for additional details. |
Deferred Expenses | Deferred Expenses Deferred expenses consist of labor, materials and other costs that are attributable to customer contracts that the Company has not completed its performance obligation under the contract and, as a result, has not recognized revenue. As of March 31, 2022 and December 31, 2021, deferred expenses were approximately $ 19,000 8,000 |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation using the straight-line method over their estimated useful lives, once the asset is placed in service. Expenditures for maintenance and repairs, which do not extend the economic useful life of the related assets, are charged to operations as incurred, and expenditures which extend the economic life are capitalized. Leasehold improvements are depreciated over the lesser of their estimated useful lives or the remaining term of their respective lease. When assets are retired or otherwise disposed of, the costs and related accumulated depreciation or amortization are removed from the accounts and any gain or loss on disposal is recognized in the statement of operations for the respective period. The Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. The estimated useful lives of property and equipment are as follows: Schedule of estimated useful lives of property and equipment Schedule of estimated useful lives of property and equipment Asset Useful lives (years) Computer and office equipment 5 Lab equipment 5 Leasehold improvements shorter of useful life or lease term Machinery 7 15 Furniture 7 |
Offering Costs | Offering Costs Deferred offering costs, which primarily consist of direct, incremental professional fees incurred in connection with a debt or equity financing, are capitalized as non-current assets on the consolidated balance sheets. Once the financing closes, the Company reclassifies such costs as either discounts to notes payable or as a reduction of proceeds received from equity transactions so that such costs are recorded as a reduction of additional paid-in capital. If the completion of a contemplated financing was deemed to be no longer probable, the related deferred offering costs would be charged to general and administrative expense in the consolidated financial statements. |
Leases | Leases In February 2016, the Financial Accounting Standards Board (the “FASB”) established Accounting Standards Codification (“ASC”) Topic 842, “Leases”, by issuing Accounting Standards Update (“ASU”) No. 2016-02, which requires lessees to now recognize operating leases on the balance sheet and disclose key information about leasing arrangements. ASC Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements ● Short-term lease accounting policy election allowing lessees to not recognize ROU assets and liabilities for leases with a term of 12 months or less; ● The option to not separate lease and non-lease components in the Company’s lease contracts; and ● The package of practical expedients applied to all of its leases, including (i) not reassessing whether any expired or existing contracts are or contain leases, (ii) not reassessing the lease classification for any expired or existing leases, and (iii) not reassessing the capitalization of initial direct costs for any existing leases. Adoption of this standard resulted in the recognition of operating lease right-of-use assets and corresponding lease liabilities of approximately $ 680,000 |
Revenue Recognition | Revenue Recognition The Company recognizes revenue under ASC Topic 606, “Revenue from Contracts with Customers” (“ASC 606”). The Company determines revenue recognition through the following steps: ● Step 1: ● Step 2: ● Step 3: ● Step 4: ● Step 5: A majority of the Company’s revenues are generated from contracts with customers that require it to design, develop, manufacture, test and integrate complex equipment and to provide engineering and technical services according to customer specifications. These contracts are often priced on a time and material type basis. Revenues on time and material type contracts are generally recognized in each period based on the amount billable to the customer which is based on direct labor hours expended multiplied by the contractual fixed rate per hour, plus the actual costs of materials and other direct non-labor costs. The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. A receivable is recorded when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the performance obligations are satisfied. Contract assets are comprised of unbilled contract receivables related to revenues earned but not yet invoiced to customers. During the three months ended March 31, 2022 and 2021, there was no revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods. The Company generated revenue from government contracts that reimburse the Company for certain allowable costs for funded projects. Such projects were completed in 2021. For contracts with government agencies, when the Company has concluded that it is the principal in conducting the research and development expenses and where the funding arrangement is considered central to the Company’s ongoing operations, the Company classifies the recognized funding received as revenue. The Company has determined that revenue generated from government grants is outside the scope of ASC 606 and, as a result, the Company recognizes revenue upon incurring qualifying, reimbursable expenses. During the three months ended March 31, 2022 and 2021, the Company recognized approximately $ 0 225,000 |
Research and Development | Research and Development Research and development expenses are charged to operations as incurred. |
Stock-Based Compensation | Stock-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. The fair value of the award is measured on the grant date. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Upon the exercise of an award, the Company issues new shares of common stock out of its authorized shares. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. Option forfeitures are accounted for at the time of occurrence. The expected term used is the estimated period of time that warrants or options are expected to be outstanding. The Company utilizes the “simplified” method to develop an estimate of the expected term of “plain vanilla” employee options. For investor warrants and non-employee options, the expected term used is the contractual life of the instrument being valued. The Company does not yet have a trading history to support its historical volatility calculations. Accordingly, the Company is utilizing an expected volatility figure based on a review of the historical volatility of comparable entities over a period of time equivalent to the expected life of the instrument being valued. |
Net (Loss) Income per share of Common Stock | Net (Loss) Income per share of Common Stock Basic net (loss) income per share of common stock is computed by dividing net (loss) income by the weighted average number of vested shares of common stock outstanding during the period. Diluted net income per share of common stock is computed by dividing net income by the weighted average number of common and dilutive common-equivalent shares outstanding during each period. The following shares were excluded from the calculation of weighted average dilutive shares of common stock because their inclusion would have been anti-dilutive: Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share As of March 31, 2022 2021 Warrants 245,696 245,696 Options 1,398,246 3,211,785 Total 1,643,942 3,457,481 |
Income Taxes | Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. The Company has recorded a full valuation allowance against its deferred tax assets for all periods, due to the uncertainty of future utilization. The Company utilizes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Management has evaluated and concluded that there were no Critical Accounting Policies and Estimates Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We base our estimates and judgments on historical experience, current economic and industry conditions and on various other factors that are believed to be reasonable under the circumstances. This forms the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe that full consideration has been given to all relevant circumstances that we may be subject to, and the consolidated financial statements accurately reflect our best estimate of the results of operations, financial position and cash flows for the periods presented. On an ongoing basis, we evaluate our estimates and judgments for all assets and liabilities, including those related to the fair value of stock options for determination of the stock-based compensation expense. The amount of stock based compensation has been a significant expense over the three months ended March 31, 2022 and 2021. The assumptions that go into the Black-Scholes calculation are the major driver of the calculation of the fair value of the stock options at the date of grant. The major assumption of volatility is based upon historical data, and the majority of the other assumptions used in the Black Scholes computation is based upon the terms of the specific stock option grant. Revenues and cost of sales are important metrics in demonstrating the completion of projects and shipment of products to customers, and the profitability of such revenues. Accordingly, revenue recognition is a critical accounting policy. The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. A receivable is recorded when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the performance obligations are satisfied. Contract assets are comprised of unbilled contract receivables related to revenues earned but not yet invoiced to customers. We review the status of each project at each period end and determine whether the earnings process is complete and the revenue and costs of sales should be recognized. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments - Credit Losses”. This update requires immediate recognition of management’s estimates of current expected credit losses (“CECL”). Under the prior model, losses were recognized only as they were incurred. The new model is applicable to all financial instruments that are not accounted for at fair value through net income. The standard is effective for fiscal years beginning after December 15, 2022 for public entities qualifying as small reporting companies. Early adoption is permitted. The Company is currently assessing the impact of this update on our consolidated financial statements and do not anticipate a significant impact. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives of property and equipment | Schedule of estimated useful lives of property and equipment Schedule of estimated useful lives of property and equipment Asset Useful lives (years) Computer and office equipment 5 Lab equipment 5 Leasehold improvements shorter of useful life or lease term Machinery 7 15 Furniture 7 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share As of March 31, 2022 2021 Warrants 245,696 245,696 Options 1,398,246 3,211,785 Total 1,643,942 3,457,481 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid expenses and other current assets | Schedule of Prepaid expenses and other current assets March 31, 2022 December 31, 2021 Insurance $ 26,071 $ 30,666 Legal Fees 4,480 16,180 Deposit for equipment purchase 25,288 25,288 Operating ROU asset – short term portion 177,453 — Deposit for leased equipment purchase (Note 11) 153,126 153,126 Total $ 386,418 $ 225,260 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Schedule of property and equipment March 31, 2022 December 31, 2021 Computer and office equipment $ 2,807 $ 2,807 Lab equipment 15,606 15,606 Furniture 43,705 43,705 Leasehold improvements 543,118 450,374 Machinery 657,017 627,641 Subtotal 1,262,254 1,140,133 Accumulated Depreciation (329,083 ) (286,842 ) Property and Equipment, net $ 933,171 $ 853,290 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Schedule of Accounts Payable and Accrued Expenses March 31, 2022 December 31, 2021 Accounts payable $ 90,268 $ 67,970 Accrued payroll 75,055 29,994 Credit cards payable 67,041 36,690 Accrued interest and other 8,404 13,293 Total $ 240,768 $ 147,947 |
Equity Compensation Plan (Table
Equity Compensation Plan (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Schedule of stock option activity | Schedule of stock option activity Shares Weighted-Average Exercise Weighted-Average Remaining Balance, December 31, 2020 3,257,410 $ 1.5 9.1 Options granted 833,246 2.7 6.7 Options exercised (45,625 ) 1.5 — Options converted — — — Options expired (735,625 ) 1.5 — Options forfeited (1,911,160 ) 1.5 — Balance, December 31, 2021 and March 31, 2022 1,398,246 2.2 6.0 Vested shares at March 31, 2022 483,500 1.5 2.4 |
Schedule Of Outstanding Options | Schedule Of Outstanding Options Exercise price Outstanding options Exercisable options $ 1.50 565,000 450,167 $ 3.93 388,246 0 $ 1.77 445,000 33,333 1,398,246 483,500 |
Schedule of Valuation Assumptions | Schedule of Valuation Assumptions 2021 Risk-free interest rate 1.2 % Expected term 7.0 Expected volatility 91 % Expected dividends 0 Grant date fair value of common stock $ 1.91 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Finance Lease, Liability, Fiscal Year Maturity | Finance Lease, Liability, Fiscal Year Maturity Maturity of Lease Liabilities Operating Lease Liabilities 2022 $ 150,000 2023 200,000 2024 200,000 2025 183,337 Total undiscounted operating lease payments $ 733,337 Less: Imputed interest 95,533 Present value of operating lease liabilities $ 637,805 Short-term portion 177,453 Long term portion 460,352 Weighted average remaining lease term in years 4.9 Weighted average discount rate 6.50 % |
Government Loans (Tables)
Government Loans (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Government Loans | |
Schedule of loans | Schedule of loans March 31, 2022 December 31, 2021 Principal outstanding $ 404,780 $ 423,089 Deferred loan costs, net of amortization (3,268 ) (3,496 ) Subtotal 401,512 419,593 Less current portion (74,739 ) (74,134 ) Total long term portion $ 326,773 $ 345,459 |
Nature of Operations and Liqu_2
Nature of Operations and Liquidity (Details Narrative) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Cash and Cash Equivalents, at Carrying Value | $ 1,600,000 |
Working capital | 1,400,000 |
Retained Earnings, Appropriated | 7,800,000 |
Net Income (Loss) Available to Common Stockholders, Basic | $ 1,100,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 3 Months Ended |
Mar. 31, 2022 | |
Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful lives | 5 years |
Lab Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful lives | 5 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful lives | shorter of useful life or lease term |
Machinery [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful lives | 7 years |
Machinery [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful lives | 15 years |
Furniture [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful lives | 7 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 1,643,942 | 3,457,481 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 245,696 | 245,696 |
Options Held [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 1,398,246 | 3,211,785 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Jan. 01, 2019 | |
Accounting Policies [Abstract] | ||||
Cash equivalents | $ 0 | $ 0 | ||
Deferred expenses | 19,000 | 8,000 | ||
operating lease right-of-use assets | 477,018 | 0 | $ 680,000 | |
Grant revenue | 0 | $ 225,000 | ||
Uncertain tax positions | $ 0 | $ 0 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Insurance | $ 26,071 | $ 30,666 |
Legal Fees | 4,480 | 16,180 |
Deposit for equipment purchase | 25,288 | 25,288 |
Operating ROU asset – short term portion | 177,453 | 0 |
Deposit for leased equipment purchase (Note 11) | 153,126 | 153,126 |
Total | $ 386,418 | $ 225,260 |
Prepaid Expenses and Other Cu_4
Prepaid Expenses and Other Current Assets (Details Narrative) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Deposits on Flight Equipment | $ 153,126 | $ 153,126 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,262,254 | $ 1,140,133 |
Accumulated Depreciation | (329,083) | (286,842) |
Property and equipment, net | 933,171 | 853,290 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,807 | 2,807 |
Lab Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 15,606 | 15,606 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 43,705 | 43,705 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 543,118 | 450,374 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 657,017 | $ 627,641 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||
Depreciation and amortization expense | $ 42,469 | $ 40,978 |
Property, Plant and Equipment [Member] | ||
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||
Depreciation and amortization expense | $ 42,000 | $ 40,000 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 90,268 | $ 67,970 |
Accrued payroll | 75,055 | 29,994 |
Credit cards payable | 67,041 | 36,690 |
Accrued interest and other | 8,404 | 13,293 |
Total | $ 240,768 | $ 147,947 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Common stock, shares authorized | 45,000,000 | 45,000,000 | ||
Common stock, par value per share | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||
Preferred stock, par value per share | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares issued | 0 | 0 | ||
Proceeds from stock of sold | $ 0 | $ 5,006,500 | ||
Proceeds from related parties | $ 480,000 | |||
Common Stock [Member] | Private Placement [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Number of stock sold | 1,251,625 | |||
Share price | $ 4 | $ 4 | ||
Proceeds from stock of sold | $ 5,006,500 | |||
Proceeds from warrant exercised | $ 407,445 | |||
Number of warrant purchased | 89,730 | |||
Warrant term | 5 years | 5 years | ||
Exercise Price | $ 4 |
Equity Compensation Plan (Detai
Equity Compensation Plan (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options Outstanding, Ending | 1,398,246 | |
Equity Option [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options Outstanding, Beginning | 3,257,410 | |
Options Outstanding, Beginning | $ 1.5 | |
Options Outstanding | 6 years | 9 years 1 month 6 days |
Options Granted | 833,246 | |
Options Granted | $ 2.7 | |
Options granted | 6 years 8 months 12 days | |
Options Exercised | (45,625) | |
Options Exercised | $ 1.5 | |
Options converted | 0 | |
Options converted | $ 0 | |
Options expired | (735,625) | |
Options forfeited or expired | $ 1.5 | |
Options forfeited or expired | (1,911,160) | |
Options forfeited or expired | $ 1.5 | |
Options Outstanding, Ending | 1,398,246 | 3,257,410 |
Options Outstanding, Ending | $ 2.2 | $ 1.5 |
Vested shares at period end | 483,500 | |
Vested shares, at period end | $ 1.5 | |
Options vested | 2 years 4 months 24 days |
Equity Compensation Plan (Det_2
Equity Compensation Plan (Details 1) | Mar. 31, 2022shares |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding | 1,398,246 |
Options Exercisable | 483,500 |
$1.50 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding | 565,000 |
Options Exercisable | 450,167 |
$1.77 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding | 388,246 |
Options Exercisable | 0 |
$3.93 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Options Outstanding | 445,000 |
Options Exercisable | 33,333 |
Equity Compensation Plan (Det_3
Equity Compensation Plan (Details 2) | 3 Months Ended |
Mar. 31, 2021$ / shares | |
Equity [Abstract] | |
Risk-free interest rate | 1.20% |
Expected term | 7 years |
Expected volatility | 91.00% |
Expected dividends | 0.00% |
Grant date fair value of common stock | $ 1.91 |
Equity Compensation Plan (Det_4
Equity Compensation Plan (Details Narrative) - USD ($) | Feb. 09, 2022 | Mar. 11, 2020 | Dec. 30, 2021 | Jun. 22, 2021 | Sep. 22, 2020 | Jul. 16, 2020 | Mar. 26, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Sep. 25, 2021 | Sep. 22, 2021 | Sep. 16, 2020 | Sep. 15, 2020 | Jun. 18, 2019 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Outstanding shares of common stock | 5.00% | |||||||||||||
Stock-based compensation expense | $ 51,000 | $ 678,000 | ||||||||||||
Unamortized stock-based compensation | $ 1,500,000 | |||||||||||||
Unamortized stock-based compensation period | 2 years 3 months 18 days | |||||||||||||
Intrinsic value of outstanding | $ 223,000 | |||||||||||||
Intrinsic value of vested stock options | 155,000 | |||||||||||||
Research and Development Expense [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Stock-based compensation expense | 7,000 | 3,000 | ||||||||||||
General and Administrative Expense [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Stock-based compensation expense | $ 44,000 | 643,000 | ||||||||||||
Cost of Sales [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Stock-based compensation expense | $ 32,000 | |||||||||||||
Chief Executive Officer [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Unvested options | 25,000 | 1,911,160 | ||||||||||||
Options Held [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Option grant term | 10 years | |||||||||||||
Option exercise price | $ 1.77 | |||||||||||||
Option granted | 445,000 | 388,246 | 2,886,129 | |||||||||||
Equity Compensation Plan description | The grant was reduced to 500,000 options, including 375,000 options and 125,000 options respectively under the two categories, due to limitations under the 2019 Plan. The terms of the 125,000 performance-based options were established in the quarter ended December 31, 2021. The terms of the performance-based options were met during the quarter ended March 31, 2021. | the Board of Directors and a majority of the Company’s shareholders approved an amendment to the 2019 Plan to (i) increase the number of shares of common stock authorized for issuance under the 2019 Plan by 1,174,000 shares, such that a total of 2,500,000 shares of common stock are now authorized for issuance under the 2019 Plan; (ii) increase the maximum aggregate number of shares, options and/or other awards that may be granted to any one person during any calendar year from 500,000 to 1,300,000; and (iii) clarify the availability of cashless exercise as a form of consideration. | ||||||||||||
Options Held [Member] | Minimum [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Option exercise price | $ 2.90 | |||||||||||||
Options Held [Member] | Maximum [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Option exercise price | $ 3.93 | |||||||||||||
Options Held [Member] | Executive Chairman [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Option grant term | 10 years | 10 years | ||||||||||||
Option exercise price | $ 1.50 | $ 1.50 | ||||||||||||
Option granted | 965,850 | 600,000 | ||||||||||||
Options Held [Member] | Chief Executive Officer [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Option grant term | 10 years | |||||||||||||
Option exercise price | $ 1.50 | |||||||||||||
Option granted | 321,950 | 1,637,410 | 200,000 | |||||||||||
2019 Equity Compensation Plan | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Number of Shares Authorized | 4,600,000 | 1,326,000 | ||||||||||||
Amended 2019 Equity Compensation Plan | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Number of Shares Authorized | 4,600,000 | 2,500,000 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
2022 | $ 150,000 | |
2023 | 200,000 | |
2024 | 200,000 | |
2025 | 183,337 | |
Total undiscounted operating lease payments | 733,337 | |
Less: Imputed interest | 95,533 | |
Present value of operating lease liabilities | 637,805 | |
Short-term portion | 177,453 | |
Long term portion | $ 460,352 | $ 0 |
Weighted average remaining lease term in years | 4 years 10 months 24 days | |
Weighted average discount rate | 6.50% |
Commitments and Contingencies_3
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Monthly payments | $ 16,667 | |
Lease expiration date | Nov. 30, 2025 | |
Letter of credit | $ 100,000 | |
Operating lease expense | 50,000 | |
Operating Leases, Future Minimum Payments Due, Next Twelve Months | $ 200,000 | |
Operating Leases, Future Minimum Payments, Due in Four Years | $ 183,000 | |
Right of Use Asset | 654,471 | |
short-term asset | 177,453 | |
Long term asset | $ 477,018 |
Concentrations (Details Narrati
Concentrations (Details Narrative) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue Benchmark [Member] | |
Concentration Risk [Line Items] | |
Concentration Risk, Percentage | 84.00% |
Government Loans (Details)
Government Loans (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Government Loans | ||
Principal outstanding | $ 404,780 | $ 423,089 |
Deferred loan costs, net of amortization | (3,268) | (3,496) |
Subtotal | 401,512 | 419,593 |
Less current portion | (74,739) | (74,134) |
Total long term portion | $ 326,773 | $ 345,459 |
Government Loans (Details Narra
Government Loans (Details Narrative) - USD ($) | Sep. 10, 2020 | May 01, 2020 | Feb. 24, 2021 | Sep. 02, 2020 | Aug. 30, 2020 | Aug. 20, 2020 | May 27, 2020 | Mar. 31, 2022 | Mar. 31, 2021 |
Debt Instrument [Line Items] | |||||||||
Proceeds from loan | $ 0 | $ 193,625 | |||||||
Interest expense | $ 3,800 | $ 4,400 | |||||||
Small Business Administration [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Proceeds from loan | $ 10,000 | $ 138,900 | |||||||
Interest rate | 3.75% | ||||||||
Periodic payments | $ 678 | ||||||||
Loan term | 30 years | ||||||||
Tomkins County Area Development [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Proceeds from loan | $ 75,000 | $ 50,000 | |||||||
Interest rate | 2.50% | 2.50% | |||||||
Periodic payments | $ 1,331 | $ 1,443 | |||||||
Loan term | 5 years | ||||||||
Paycheck Protection Program [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Proceeds from loan | $ 211,000 | ||||||||
Paycheck Protection Program 2 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Proceeds from loan | $ 193,625 | ||||||||
Interest rate | 1.00% | ||||||||
Periodic payments | $ 3,300 | ||||||||
Equipment Loans [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Proceeds from loan | $ 100,000 | ||||||||
Interest rate | 2.50% | ||||||||
Periodic payments | $ 1,775 | ||||||||
Southern Tier Region Economic Development Corporation [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Proceeds from loan | $ 100,000 | ||||||||
Interest rate | 5.00% | ||||||||
Periodic payments | $ 2,072 | ||||||||
Loan term | 5 years |