Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 20, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | SIGMA LABS, INC. | |
Entity Central Index Key | 0000788611 | |
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 Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 10,493,598 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash | $ 16,843,201 | $ 3,700,814 |
Accounts Receivable, net | 388,050 | 331,562 |
Inventory | 747,780 | 659,651 |
Prepaid Assets | 135,453 | 90,735 |
Total Current Assets | 18,114,484 | 4,782,762 |
Other Assets: | ||
Property and Equipment, net | 128,318 | 138,626 |
Intangible Assets, net | 762,368 | 753,122 |
Long-Term Prepaid Asset | 26,000 | 26,000 |
Total Other Assets | 916,686 | 917,748 |
TOTAL ASSETS | 19,031,170 | 5,700,510 |
Current Liabilities: | ||
Accounts Payable | 280,437 | 128,937 |
Deferred Revenue | 76,417 | 77,957 |
Accrued Expenses | 217,404 | 243,815 |
Derivative Liability | 4,905,927 | |
Total Current Liabilities | 5,480,185 | 450,709 |
Long-Term Liabilities | ||
Stock Appreciation Rights | 93,525 | 48,341 |
CARES Act Deferred Payroll Taxes | 37,728 | 37,728 |
Total Long-Term Liabilities | 131,253 | 86,069 |
TOTAL LIABILITIES | 5,611,438 | 536,778 |
Stockholders' Equity | ||
Preferred Stock, $0.001 par; 10,000,000 shares authorized; 465 and 715 issued and outstanding, respectively | 1 | 1 |
Common Stock, $0.001 par; 12,000,000 shares authorized; 10,493,598 and 5,995,320 issued and outstanding, respectively | 10,494 | 5,995 |
Additional Paid-In Capital | 47,225,812 | 38,262,744 |
Accumulated Deficit | (33,816,575) | (33,105,008) |
Total Stockholders' Equity | 13,419,732 | 5,163,732 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 19,031,170 | $ 5,700,510 |
Condensed Balance Sheets (Una_2
Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 465 | 715 |
Preferred stock, shares outstanding | 465 | 715 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 12,000,000 | 12,000,000 |
Common stock, shares issued | 10,493,598 | 5,995,320 |
Common stock, shares outstanding | 10,493,598 | 5,995,320 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
REVENUES | $ 458,140 | $ 221,730 |
COST OF REVENUE | 128,331 | 244,703 |
GROSS PROFIT | 329,809 | (22,973) |
OPERATING EXPENSES: | ||
Salaries & Benefits | 847,171 | 652,197 |
Stock-Based Compensation | 117,477 | 154,171 |
Operating R&D Costs | 196,340 | 53,689 |
Investor & Public Relations | 108,341 | 215,441 |
Organization Costs | 77,616 | 49,444 |
Legal & Professional Service Fees | 176,847 | 184,891 |
Office Expenses | 148,225 | 147,747 |
Depreciation & Amortization | 23,031 | 18,012 |
Other Operating Expenses | 86,356 | 84,049 |
Total Operating Expenses | 1,781,404 | 1,559,641 |
LOSS FROM OPERATIONS | (1,451,595) | (1,582,614) |
OTHER INCOME (EXPENSE) | ||
Interest Income | 55 | 851 |
Gain on Derivative Liability | 802,285 | |
Exchange Rate Loss | (51) | (1,391) |
Interest Expense | (1,353) | (431) |
Total Other Income (Expense) | 800,936 | (971) |
LOSS BEFORE PROVISION FOR INCOME TAXES | (650,659) | (1,583,585) |
Provision for Income Taxes | ||
Net Loss | (650,659) | (1,583,585) |
Preferred Dividends | (60,908) | (315,247) |
Net Loss Applicable to Common Stockholders | $ (711,567) | $ (1,898,832) |
Net Loss per Common Share - Basic and Diluted | $ (0.09) | $ (1.30) |
Weighted Average Number of Shares Outstanding - Basic and Diluted | 7,790,121 | 1,463,627 |
Statement of Stockholders' Equi
Statement of Stockholders' Equity (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2019 | $ 1,404 | $ 26,746,439 | $ (26,095,594) | $ 652,249 | |
Balance, shares at Dec. 31, 2019 | 1,403,759 | ||||
Preferred Stock Dividends | $ 87 | 315,160 | (315,247) | ||
Preferred Stock Dividends, shares | 86,801 | ||||
Common Shares Issued for Conversion of Preferred Shares | $ (2) | $ 321 | (319) | ||
Common Shares Issued for Conversion of Preferred Shares,shares | (1,107) | 321,517 | |||
Offering Costs | (428,876) | (428,876) | |||
Preferred Shares Sold in Private Offering | $ 3 | 2,099,997 | 2,100,000 | ||
Preferred Shares Sold in Private Offering, shares | 1,973 | ||||
Preferred Shares issued for Exercise of Preferred Warrants | $ 1 | 499,199 | 499,200 | ||
Preferred Shares issued for Exercise of Preferred Warrants, shares | 512 | ||||
Securities Issued for Third Party Services | $ 3 | 39,615 | 39,618 | ||
Securities Issued for Third Party Services, shares | 2,500 | ||||
Stock Options Awarded to Employees | 154,170 | 154,170 | |||
Stock Options Awarded to Employees, shares | |||||
Issuance of Fractional Shares from Reverse Split | $ 3 | (3) | |||
Issuance of Fractional Shares from Reverse Split, shares | 3,257 | ||||
Net Loss | (1,583,585) | (1,583,585) | |||
Balance at Mar. 31, 2020 | $ 2 | $ 1,818 | 29,425,382 | (27,994,426) | 1,432,776 |
Balance, shares at Mar. 31, 2020 | 1,378 | 1,817,834 | |||
Balance at Dec. 31, 2020 | $ 1 | $ 5,995 | 38,262,744 | (33,105,008) | 5,163,732 |
Balance, shares at Dec. 31, 2020 | 715 | 5,995,320 | |||
Common Shares Sold in Public and Private Offerings | $ 3,902 | 14,865,997 | 14,869,899 | ||
Common Shares Sold in Public and Private Offerings, shares | 3,901,783 | ||||
Derivative Liability Value on Issuance date | (5,708,212) | (5,708,212) | |||
Common Shares issued for Exercise of Warrants | 476 | 1,135,534 | 1,136,010 | ||
Common Shares issued for Exercise of Warrants, shares | 475,995 | ||||
Preferred Stock Dividends | $ 19 | 60,889 | (60,908) | ||
Preferred Stock Dividends, shares | 19,000 | ||||
Common Shares Issued for Conversion of Preferred Shares | $ 100 | (100) | |||
Common Shares Issued for Conversion of Preferred Shares,shares | (250) | 100,000 | |||
Common Shares Issued for Third Party Services | $ 2 | 30,979 | 30,981 | ||
Common Shares Issued for Third Party Services, shares | 1,500 | ||||
Stock Options Issued to Directors for Services | 61,471 | 61,471 | |||
Stock Options Issued to Directors for Services, shares | |||||
Offering Costs | (1,600,967) | (1,600,967) | |||
Stock Options Awarded to Employees | 117,477 | 117,477 | |||
Stock Options Awarded to Employees, shares | |||||
Net Loss | (650,659) | (650,659) | |||
Balance at Mar. 31, 2021 | $ 1 | $ 10,494 | $ 47,225,812 | $ (33,816,575) | $ 13,419,732 |
Balance, shares at Mar. 31, 2021 | 465 | 10,493,598 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
OPERATING ACTIVITIES | ||
Net Loss | $ (650,659) | $ (1,583,585) |
Noncash Expenses: | ||
Depreciation and Amortization | 23,031 | 18,012 |
Gain on Derivative Liability | (802,285) | |
Stock Based Compensation Employees | 117,477 | 154,171 |
Stock Based Compensation - Third Party Services | 30,981 | 39,618 |
Stock Based Compensation - Directors | 61,471 | |
Change in assets and liabilities: | ||
Accounts Receivable | (56,488) | (63,885) |
Inventory | (88,129) | 92,915 |
Prepaid Assets | (44,718) | 63,006 |
Accounts Payable | 151,500 | (243,000) |
Deferred Revenue | (1,540) | (45,330) |
Accrued Expenses | (26,411) | 42,383 |
Long-term portion of Stock Appreciation Rights | 45,184 | |
NET CASH USED IN OPERATING ACTIVITIES | (1,240,586) | (1,525,696) |
INVESTING ACTIVITIES | ||
Purchase of Property and Equipment | (5,350) | (11,474) |
Purchase of Intangible Assets | (16,619) | (39,055) |
NET CASH USED IN INVESTING ACTIVITIES | (21,969) | (50,529) |
FINANCING ACTIVITIES | ||
Gross Proceeds from Public and Private Issuances of Securities | 14,869,899 | 2,100,000 |
Less Offering Costs | (1,600,967) | (428,876) |
Payment of Note Payable | (50,000) | |
Proceeds from Exercise of Warrants | 1,136,010 | 499,200 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 14,404,942 | 2,120,324 |
NET CHANGE IN CASH FOR PERIOD | 13,142,387 | 544,099 |
CASH AT BEGINNING OF PERIOD | 3,700,814 | 86,919 |
CASH AT END OF PERIOD | 16,843,201 | 631,018 |
Noncash investing and financing activities disclosure: | ||
Issuance of Common Shares for Preferred Dividends | 60,908 | 315,247 |
Other noncash operating activities disclosure: | ||
Issuance of Securities for Services | 92,452 | 39,618 |
Disclosure of cash paid for: | ||
Interest | 1,353 | 1,458 |
Income Taxes |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 1 - Summary of Significant Accounting Policies Nature of Business Basis of Presentation Reclassification Fair Value of Financial Instruments . ● Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. ● Level 3 - inputs to valuation methodology are unobservable and significant to the fair measurement. The carrying amounts reported in the balance sheets for the cash and cash equivalents, receivables, accounts payable, and accrued liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The Company does not use derivative instruments for hedging of market risk or for trading or speculative purposes. The derivative warrant liability at March 31, 2021 results from the issuance of warrants to purchase an aggregate of 2,190,000 shares of common stock issued in a private placement which closed concurrently with a registered direct offering of our common stock on March 26, 2021. The warrants will be exercisable commencing on the date the Company obtains stockholder approval to increase its authorized common shares from 12,000,000 to 24,000,000 (“the Initial Exercise Date”) and will expire two years after the initial exercise date. Pursuant to ASC 815-40-25-10, because the Company does not currently have sufficient authorized and unissued shares of common stock available to settle the warrants, such warrants are accounted for as a derivative liability until such time as the Company receives the foregoing stockholder approval to increase its authorized shares. The Company has called a Special Stockholders’ Meeting (“the Special Meeting”) to be held on May 24, 2021 where it will seek such approval. Upon receiving approval, the Company will reclassify the warrant liability to equity pursuant to ASC 815.40.35.8. However, there can be no guarantee that such approval will be received, and in the event that stockholder approval is not received, the Company will continue to account for the outstanding warrants as a liability. In addition, the Company will be required to call a meeting of stockholders every 75 days after the Special Meeting to seek approval of the increase in authorized shares to not be in breach of the Securities Purchase Agreement. The fair value of the warrant liability measured on a recurring basis is as follows: March 31, 2021 Date of Issuance March 26, 2021 Fair Value Input Level Fair Value Input Level Derivative liability - Warrants $ 4,905,927 Level 3 $ 5,708,212 Level 3 The following table presents a reconciliation of the derivative liability measured at fair value on a recurring basis using significant unobservable input (Level 3): Warrants Fair Value on Issuance Date $ 5,708,212 Change in fair value (802,285 ) Fair value on March 31, 2021 $ 4,905,927 Loss Per Share Three Months Ended March 31, 2021 2020 Warrants 1,797,931 1,244,712 Preferred Stock Warrants - 2,996,713 Stock Options 856,082 159,637 Preferred Stock 124,483 624,412 Total Underlying Common Shares 2,778,496 5,025,474 The following data shows the amounts used in computing loss per share and the effect on income and the weighted average number of shares of dilutive potential common stock for the periods ended March 31, 2021 and 2020: Three Months Ended March 31 2021 2020 Net Loss per Common Share - Basic and Diluted $ (0.09 ) $ (1.30 ) Loss from continuing Operations available to Common stockholders (numerator) $ (711,567 ) $ (1,898,832 ) Weighted average number of common shares Outstanding used in loss per share during the Period (denominator) 7,790,121 1,463,627 Accounting Estimates |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | NOTE 2 – Inventory At March 31, 2021 and December 31, 2020, the Company’s inventory was comprised of: March 31, 2021 December 31, 2020 Raw Materials $ 328,878 $ 309,305 Work in Process 188,466 175,884 Finished Goods 230,436 174,462 Total Inventory $ 747,780 $ 659,651 |
Deferral of Social Security Tax
Deferral of Social Security Tax Payments | 3 Months Ended |
Mar. 31, 2021 | |
Deferral Of Social Security Tax Payments | |
Deferral of Social Security Tax Payments | NOTE 3 – Deferral of Social Security Tax Payments Pursuant to sections 2302(a)(1) and (a)(2) of the CARES Act, the Company has elected to defer payments of its share of Social Security tax due during the “payroll tax deferral period”. The payroll tax deferral period began on March 27, 2020 and ends December 31, 2020. At March 31, 2021, the total amount of such deferral was $75,455. Per the terms of the deferral program, 50% of the deferred amount is due on December 31, 2021, and the remaining 50% is due on December 31, 2022 at 0% interest. |
Derivative Liability
Derivative Liability | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liability | NOTE 4 - Derivative Liability On March 26, 2021, the Company issued warrants to purchase an aggregate of 2,190,000 shares of common stock to holders in a private placement concurrently with a registered direct offering of 2,190,000 shares of its common stock. The warrants entitle the holders to purchase one share of our common stock at an exercise price equal to $4.32 per share commencing on the date the Company receives stockholder approval to increase its authorized common shares from 12,000,000 to 24,000,000 (the “Initial Exercise Date”) and will expire two years from the Initial Exercise Date. The Company determined that these warrants are free standing financial instruments that are legally detachable and separately exercisable from the common stock included in the registered direct offering. Management also determined that the Company currently does not have sufficient authorized and unissued shares to settle the warrants, and as such required classification as a liability pursuant to ASC 815 “Derivative Instruments and Hedging” The Company has called a Special Stockholders’ Meeting (the “Special Meeting”) for May 24, 2021, where it will seek stockholder approval to increase its authorized shares. Upon such approval, the Company will reclassify the warrant liability to equity pursuant to ASC 815-40-35-8. However, in the event that the Company does not receive stockholder approval to increase its authorized shares, the Company will continue to account for the outstanding warrants as a derivative liability and will be required to call a meeting of stockholders every 75 days after the Special Meeting to seek approval of the increase in authorized shares to not be in breach of the Securities Purchase Agreement. The fair value of the derivative liability presented below was measured using the Black Scholes valuation model. Significant inputs into the model for the three months ended March 31, 2021 are as follows: March 31, 2021 Dividend yield 0.00 % Risk-free interest rate 0.7 % Expected volatility 121.2 % - 121.7 % Expected life (in years) 2 The warrants outstanding and fair values at each of the respective valuation dates are summarized below: Warrants Fair Value Warrant Liability Outstanding per Share Fair Value Fair Value at initial measurement date of March 26, 2021 2,190,000 $ 2.61 $ 5,708,212 (Gain) on change in Fair Value of warrant liability (802,285 ) Fair Value as of March 31, 2021 2,190,000 $ 2.24 $ 4,905,927 The Company has presented the fair value measurement as a Level 3 measurement, relying on unobservable inputs reflecting management’s assumptions. Level 3 measurements, which are not based on quoted prices in active markets, introduce a higher degree of subjectivity and may be more sensitive to fluctuations in stock prices, volatility rates and U.S. Treasury Bond rates and could have a material impact on future fair value measurements. The Company uses the Black Scholes model, based on the adjusted historical volatility rates for fair value measurements through the date of Shareholder Approval. Management has determined the Black Scholes model to be the most reliable and least volatile determinate of the current fair value of the warrants. It is the Company’s expectation to maximize on all observable market inputs for the warrants and calibrate the model to incorporate relevant observable market data into the fair value measurement at each future measurement date, if applicable. During the three months ended March 31, 2021, the company recognized a gain of $802,285 on the change in fair value of warrants. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 5 - Stockholders’ Equity Common Stock In January 2021, the Company closed a public offering of its securities in which it issued 1,711,783 shares of common stock at $3.00 per share, resulting in net proceeds of approximately $4,532,445 after deducting underwriting commissions and other offering expenses payable by the Company. Pursuant to the Underwriting Agreement, the Company also issued to the Underwriter or its designee warrants to purchase 136,943 shares of common stock. Such warrants have a term of five years and an exercise price of $3.75 per share. In February 2021, the Company issued 263,200 shares of common stock pursuant to the exercise of warrants issued in our January 2020 private placement. In March 2021, the Company issued 119,000 shares of common stock in exchange for the conversion of 250 shares of Series D Convertible Preferred Stock, including 19,000 shares of common stock as in-kind payment of preferred stock dividends. Also in March 2021, the company issued 191,204 shares of common stock pursuant to the exercise of warrants issued in our April 2020 offering, and 21,591 shares of common stock issued pursuant to the cashless exercise of placement agent warrants. In March 2021, the Company closed a public offering of its securities in which it issued 2,190,000 shares of common stock at $4.445 per share, resulting in net proceeds to the Company of approximately $8,736,487 after deducting placement agent commissions and other offering costs payable by the Company. Pursuant to the Purchase Agreement, the purchasers severally agreed to vote the shares of common stock purchased under the Purchase Agreement in favor of any resolution presented to the stockholders of the Company for the purpose of obtaining approval of an increase in the authorized shares of the Company’s Common Stock from 12,000,000 to 24,000,000 shares (“Stockholder Approval”). In a concurrent private placement under the Purchase Agreement, the Company issued to the purchasers warrants to purchase an aggregate of 2,190,000 shares of Common Stock at an exercise price of $4.32 per share. Each Warrant will be exercisable commencing on the date the Company obtains Stockholder Approval and will expire two years after the initial exercise date. The Company also issued to designees of the Placement Agent warrants to purchase up to 175,200 shares of Common Stock (the “Placement Agent Warrants”) constituting 8% of the aggregate number of shares of Common Stock sold in the Registered Offering, The Placement Agent Warrants have substantially the same terms as the Warrants, except that the Placement Agent Warrants have an exercise price equal to 125% of the offering price per share (or $5.55625 per share). Upon any exercise of the Warrants for cash, we have also agreed to pay the Placement Agent warrants to purchase 8.0% of the number of shares of our Common Stock issued upon the cash exercise of the Warrants. In March 2021, Company issued 1,500 shares of common stock valued at $4.99 per share to CorProminence, an investor relations firm previously engaged by the Company as partial compensation for services previously rendered. In the first quarter of 2020, the Company issued 408,318 shares of common stock in exchange for the conversion of 1,107 shares of Series D Convertible Preferred stock, including 86,801 shares of common stock as in-kind payment of preferred stock dividends. In February 2020, the Company issued 2,500 shares of common stock valued at $8.70 per share to MHZCI, LLC, an investor relations firm engaged by the Company, as partial compensation for services to be rendered. Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock, $0.001 par value. 465 and 1,378 shares of preferred stock were issued and outstanding at March 31, 2021 and 2020, respectively. In January 2020, the Company entered into a Securities Purchase Agreement (the “SPA”) with certain institutional investors (the “Institutional Private Placement”). Pursuant to the SPA, the Company issued and sold 1,640 shares of the Company’s newly created Series D Convertible Preferred Stock (the “Series D Preferred Stock”). Under the Certificate of Designations for the Series D Preferred Stock, the Series D Preferred Stock has an initial stated value of $1,000 per share (the “Stated Value”). Dividends accrue at a dividend rate of 9% per annum (subject to increase upon the occurrence (and during the continuance) of certain triggering events described therein) and, on a monthly basis, shall be payable in kind by the increase of the Stated Value of the Series D Preferred Shares by said amount. The holders of the Series D Preferred Shares have the right at any time to convert all or a portion of the Series D Preferred Shares (including, without limitation, accrued and unpaid dividends and make-whole dividends through the third anniversary of the closing date) into shares of the Company’s Common Stock at the conversion price then in effect, which is $2.50 (subject to adjustment for stock splits, dividends, recapitalizations and similar events and full ratchet price protection). In addition, a holder may at any time, alternatively, convert all, or any part, of its Series D Preferred Shares at an alternative conversion price, which equals the lower of the applicable conversion price then in effect, and the greater of (x) $1.80 and (y) 85% of the average volume weighted average price (“VWAP”) of the Common Stock for a five (5) trading day period prior to such conversion. Upon the occurrence of certain triggering events, described in the Certificate of Designations, including, but not limited to payment defaults, breaches of transaction documents, failure to maintain listing on the Nasdaq Capital Market, and other defaults set forth therein, the Series D Preferred Shares would become subject to redemption, at the option of a holder, at a 125% premium to the underlying value of the Series D Preferred Shares being redeemed. At March 31, 2021 there were 132 shares of Series D Convertible Preferred stock outstanding, which if converted at the Conversion Price of $2.50 as of March 31, 2021, including the make-whole dividends, would result in the issuance of 62,832 shares of common stock. Concurrent with the Institutional Private Placement, the Company entered into a Securities Purchase Agreement (the “SPA”) with certain of its directors and the Company’s largest shareholder (the “Other Private Placement”). Pursuant to the SPA, the Company issued and sold 333 shares of the Company’s newly created Series E Convertible Preferred Stock (the “Series E Preferred Stock”). Dividends accrue at a dividend rate of 9% per annum and, on a monthly basis, shall be payable in kind by the increase of the Stated Value of the Series E Preferred Shares by said amount. The Series E Preferred Stock is initially convertible into 48,544 shares of Common Stock, At March 31, 2021, all of the issued Series E Convertible Preferred Stock was outstanding, which if converted as of March 31, 2021, including the make-whole dividends, would result in the issuance of 61,651 shares of common stock. Stock Options As of March 31, 2021, an aggregate of 9,681 shares of common stock were reserved for future issuance under the 2013 Plan. In January 2021, the Company granted options to purchase 96,000 shares of common stock to its directors and an option to purchase 24,000 shares of common stock to a consultant as partial compensation for services to be rendered. The options have a strike price of $3.13 and vest equally over twelve months beginning January 2021. During the three months ended March 31, 2021, the Company granted five employees options to purchase up to 20,500 shares of common stock in connection with their employment. The options have strike prices equal to the closing price of our common stock on each of the grant dates, and will vest in equal installments on the first through third anniversaries of the grant dates, provided that the employees remain employed by the Company on such dates. In January 2021, the Company granted a consultant an option to purchase 1,000 shares of common stock for services to be rendered. The option has a strike price of $3.52 and will vest on June 30, 2021, provided that the consultant remains a service provider to the Company as of such date, In February 2021, the Company granted a consultant an option to purchase 1,572 shares of common stock for services rendered. The option has a strike price of $3.66 and is fully vested. During the three months ended March 31, 2020, the Company granted options to purchase 8,100 shares of common stock to Iron Dome Ventures, LLC as partial compensation for investor relations services to be rendered. The option vests equally over nine months beginning February 2020. The Company generally grants stock options to employees and directors at exercise prices equal to the fair market value of the Company’s stock on the dates of grant. Stock options are typically granted throughout the year and generally vest over four years of service and expire five years from the date of the award, unless otherwise specified. The Company recognizes compensation expense for the fair value of the stock options over the requisite service period for each stock option award. Total share-based compensation expense included in the statements of operations for the three months ended March 31, 2021 and 2020 is $117,477 and $154,170, all of which is related to stock options. The fair value of share-based awards was estimated using the Black-Scholes model with the following weighted-average assumptions for the three months ended March 31, 2021 and the year ended December 31, 2020: Assumptions: 2021 2020 Dividend yield 0.00 % 0.00 % Risk-free interest rate 0.19-0.22 % 0.19-0.50 % Expected volatility 116.8-117.2 % 116.0-117.0 % Expected life (in years) 5 5 Option activity for the three months ended March 31, 2021 and the year ended December 31, 2020 was as follows: Options Weighted Average Exercise Price ($) Weighted Average Remaining Contractual Life (Yrs.) Aggregate Intrinsic Value ($) Options outstanding at December 31, 2019 180,912 1.81 5.09 25,988 Granted 579,998 2.55 4.57 - Exercised - - - - Forfeited or cancelled (47,900 ) 22.62 - - Options outstanding at December 31, 2020 713,010 5.15 4.40 477,802 Granted 143,072 3.21 4.77 - Exercised - - - - Forfeited or cancelled - - - - Options outstanding March 31, 2021 856,082 4.82 4.26 746,906 Options expected to vest in the future as of March 31, 2021 439,611 3.73 4.40 - Options exercisable at March 31, 2021 416,471 5.98 4.10 - Options vested, exercisable, and options expected to vest at March 31, 2021 856,082 4.82 4.26 746,906 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of our common stock for those awards that have an exercise price currently below the $3.72 closing price of our Common Stock on March 31, 2021. At March 31, 2021, 718,070 option grants have an exercise price currently below $3.72. At March 31, 2021, there was $1,198,573 of unrecognized share-based compensation expense related to unvested share options with a weighted average remaining recognition period of 2.84 years. Stock Appreciation Rights On June 23, 2020, the board of directors (the “Board”) of the Company adopted the Sigma Labs, Inc. 2020 Stock Appreciation Rights Plan (the “Plan”). The purposes of the Plan are to: (i) enable the Company to attract and retain the types of employees, consultants, and directors (collectively, “Service Providers”) who will contribute to the Company’s long-range success; (ii) provide incentives that align the interests of Service Providers with those of the shareholders of the Company; and (iii) promote the success of the Company’s business. The Plan provides for incentive awards that are only made in the form of stock appreciation rights payable in cash (“SARs”). No shares of common stock were reserved in connection with the adoption of the Plan since no shares will be issued pursuant to the Plan. SARs may be granted to any Service Provider. A SAR is the right to receive an amount equal to the Spread with respect to a share of the Company’s common stock (“Share”) upon the exercise of the SAR. The “Spread” is the difference between the exercise price per share specified in a SAR agreement on the date of grant and the fair market value per share on the date of exercise of the SAR. The exercise price per share will not be less than 100% of the fair market value of a Share on the date of grant of the SAR. The administrator of the Plan will have the authority to, among other things, prescribe the terms and conditions of each SAR, including, without limitation, the exercise price and medium of payment and vesting provisions, and to specify the provisions of the SAR Agreement relating to such grant. On June 23, 2020, the Company granted, pursuant to the Plan, (i) 60,094 SARs to its President and Chief Executive Officer, (ii) 12,019 SARs to its Vice President of Business Development, (iii) 24,038 SARs to its Chief Technology Officer, and (iv) 18,028 SARs to its Chief Financial Officer. The exercise price of each such SAR is $2.63, which was the closing price of the Company’s common stock on the date of grant. Such SARs expire on the fifth anniversary of the grant date and may be settled only in cash. Additionally, each such SAR will vest and become exercisable in three equal (as closely as possible) installments on each of the first, second and third anniversaries of the grant date, subject, in each case, to the applicable SAR holder being in the continuous employ of the Company on the applicable vesting date, and, in the event of a Change in Control (as defined in the Plan), will become immediately vested and exercisable as long as the applicable holder is in the Company’s employ immediately prior to the Change in Control, and will otherwise be on such other terms set forth in the form of Stock Appreciation Rights Agreement. On November 19, 2020, we granted 13,500 SARs to a consultant as partial compensation for services pursuant to the consulting agreement. The Company recognizes compensation expense and a corresponding liability for the fair value of the SARs over the requisite service period for each SAR award. The SAR’s are revalued at each reporting date in accordance with ASC 718 “Compensation-Stock Compensation”, and any changes in fair value are reflected in income as of the applicable reporting date. The fair value of SAR awards was estimated using the Black-Scholes model with the following weighted-average assumptions for the three months ended March 31, 2021 and the year ended December 31, 2020: Assumptions: 2021 2020 Dividend yield 0.00 % 0.00- % Risk-free interest rate 0.19-0.22 % 0.19-0.22 % Expected volatility 116.2%-116,8 % 116.2-116.8 % Expected life (in years) 5 5 SARs activity for the three months ended March 31, 2021 and the year ended December 31, 2020 was as follows: Options Weighted Average Exercise Price ($) Weighted Average Remaining Contractual Life (Yrs.) Aggregate Intrinsic Value ($) - SARs outstanding at December 31, 2019 - - - — Granted 127,679 2.61 4.52 97,919 Exercised - - - - Forfeited or cancelled - - - - SARs outstanding at December 31, 2020 127,679 2.61 4.52 97,919 Granted - - - - Exercised - - - - Forfeited or cancelled - - - - SARs outstanding March 31, 2021 127,679 2.61 4.27 141,330 SARs expected to vest in the future as of March 31, 2021 118,679 2.62 4.25 - SARs exercisable at March 31, 2021 9,000 2.47 4.64 - SARs vested, exercisable, and SARs expected to vest at March 31, 2021 127,679 2.61 4.27 141,330 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of our common stock for those awards that have an exercise price currently below the $3.72 closing price of our common stock on March 31, 2021. All of the SARs grants have an exercise price currently below $3.72. At March 31, 2021, there was $180,108 of unrecognized share-based compensation expense related to unvested SARs with a weighted average remaining recognition period of 2.23 years. Warrants Warrant activity for the three months ended March 31, 2021 the year ended December 31, 2020 was as follows: Warrants Weighted Average Exercise Price ($) Weighted Average Remaining Contractual Life (Yrs.) Warrants outstanding at December 31, 2019 363,728 25.60 3.12 Granted 1,540,139 3.19 4.64 Exercised (22,438 ) - - Forfeited or cancelled - - - Warrants outstanding at December 31, 2020 1,881,429 7.57 4.16 Granted 412,143 4.60 3.66 Exercised (495,641 ) 2.59 - Forfeited or cancelled - - - Warrants outstanding at March 31, 2021 1,797,931 8.26 3.72 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 6 - Subsequent Events The Company performed an evaluation of subsequent events through the date of filing of these condensed financial statements with the SEC. There were no material subsequent events which affected, or could affect, the amounts or disclosures in the condensed financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Nature of Business | Nature of Business |
Basis of Presentation | Basis of Presentation |
Reclassification | Reclassification |
Fair Value of Financial Instruments | Fair Value of Financial Instruments . ● Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. ● Level 3 - inputs to valuation methodology are unobservable and significant to the fair measurement. The carrying amounts reported in the balance sheets for the cash and cash equivalents, receivables, accounts payable, and accrued liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The Company does not use derivative instruments for hedging of market risk or for trading or speculative purposes. The derivative warrant liability at March 31, 2021 results from the issuance of warrants to purchase an aggregate of 2,190,000 shares of common stock issued in a private placement which closed concurrently with a registered direct offering of our common stock on March 26, 2021. The warrants will be exercisable commencing on the date the Company obtains stockholder approval to increase its authorized common shares from 12,000,000 to 24,000,000 (“the Initial Exercise Date”) and will expire two years after the initial exercise date. Pursuant to ASC 815-40-25-10, because the Company does not currently have sufficient authorized and unissued shares of common stock available to settle the warrants, such warrants are accounted for as a derivative liability until such time as the Company receives the foregoing stockholder approval to increase its authorized shares. The Company has called a Special Stockholders’ Meeting (“the Special Meeting”) to be held on May 24, 2021 where it will seek such approval. Upon receiving approval, the Company will reclassify the warrant liability to equity pursuant to ASC 815.40.35.8. However, there can be no guarantee that such approval will be received, and in the event that stockholder approval is not received, the Company will continue to account for the outstanding warrants as a liability. In addition, the Company will be required to call a meeting of stockholders every 75 days after the Special Meeting to seek approval of the increase in authorized shares to not be in breach of the Securities Purchase Agreement. The fair value of the warrant liability measured on a recurring basis is as follows: March 31, 2021 Date of Issuance March 26, 2021 Fair Value Input Level Fair Value Input Level Derivative liability - Warrants $ 4,905,927 Level 3 $ 5,708,212 Level 3 The following table presents a reconciliation of the derivative liability measured at fair value on a recurring basis using significant unobservable input (Level 3): Warrants Fair Value on Issuance Date $ 5,708,212 Change in fair value (802,285 ) Fair value on March 31, 2021 $ 4,905,927 |
Loss Per Share | Loss Per Share Three Months Ended March 31, 2021 2020 Warrants 1,797,931 1,244,712 Preferred Stock Warrants - 2,996,713 Stock Options 856,082 159,637 Preferred Stock 124,483 624,412 Total Underlying Common Shares 2,778,496 5,025,474 The following data shows the amounts used in computing loss per share and the effect on income and the weighted average number of shares of dilutive potential common stock for the periods ended March 31, 2021 and 2020: Three Months Ended March 31 2021 2020 Net Loss per Common Share - Basic and Diluted $ (0.09 ) $ (1.30 ) Loss from continuing Operations available to Common stockholders (numerator) $ (711,567 ) $ (1,898,832 ) Weighted average number of common shares Outstanding used in loss per share during the Period (denominator) 7,790,121 1,463,627 |
Accounting Estimates | Accounting Estimates |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Warrant Liability Measured on Recurring Basis | The fair value of the warrant liability measured on a recurring basis is as follows: March 31, 2021 Date of Issuance March 26, 2021 Fair Value Input Level Fair Value Input Level Derivative liability - Warrants $ 4,905,927 Level 3 $ 5,708,212 Level 3 |
Schedule of Derivative Liability Measured on a Recurring Basis Using Significant Unobservable Input (Level 3) | The following table presents a reconciliation of the derivative liability measured at fair value on a recurring basis using significant unobservable input (Level 3): Warrants Fair Value on Issuance Date $ 5,708,212 Change in fair value (802,285 ) Fair value on March 31, 2021 $ 4,905,927 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | At March 31, 2021 and 2020, the Company had the following common shares underlying these instruments: Three Months Ended March 31, 2021 2020 Warrants 1,797,931 1,244,712 Preferred Stock Warrants - 2,996,713 Stock Options 856,082 159,637 Preferred Stock 124,483 624,412 Total Underlying Common Shares 2,778,496 5,025,474 |
Schedule of Earnings Per Share, Basic and Diluted | The following data shows the amounts used in computing loss per share and the effect on income and the weighted average number of shares of dilutive potential common stock for the periods ended March 31, 2021 and 2020: Three Months Ended March 31 2021 2020 Net Loss per Common Share - Basic and Diluted $ (0.09 ) $ (1.30 ) Loss from continuing Operations available to Common stockholders (numerator) $ (711,567 ) $ (1,898,832 ) Weighted average number of common shares Outstanding used in loss per share during the Period (denominator) 7,790,121 1,463,627 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | At March 31, 2021 and December 31, 2020, the Company’s inventory was comprised of: March 31, 2021 December 31, 2020 Raw Materials $ 328,878 $ 309,305 Work in Process 188,466 175,884 Finished Goods 230,436 174,462 Total Inventory $ 747,780 $ 659,651 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value of Derivative Liability Using Black Scholes Valuation Model | The fair value of the derivative liability presented below was measured using the Black Scholes valuation model. Significant inputs into the model for the three months ended March 31, 2021 are as follows: March 31, 2021 Dividend yield 0.00 % Risk-free interest rate 0.7 % Expected volatility 121.2 % - 121.7 % Expected life (in years) 2 |
Schedule of Fair Value of Warrant Liability | The warrants outstanding and fair values at each of the respective valuation dates are summarized below: Warrants Fair Value Warrant Liability Outstanding per Share Fair Value Fair Value at initial measurement date of March 26, 2021 2,190,000 $ 2.61 $ 5,708,212 (Gain) on change in Fair Value of warrant liability (802,285 ) Fair Value as of March 31, 2021 2,190,000 $ 2.24 $ 4,905,927 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | Assumptions: 2021 2020 Dividend yield 0.00 % 0.00 % Risk-free interest rate 0.19-0.22 % 0.19-0.50 % Expected volatility 116.8-117.2 % 116.0-117.0 % Expected life (in years) 5 5 |
Schedule of Stock Option Activity | Option activity for the three months ended March 31, 2021 and the year ended December 31, 2020 was as follows: Options Weighted Average Exercise Price ($) Weighted Average Remaining Contractual Life (Yrs.) Aggregate Intrinsic Value ($) Options outstanding at December 31, 2019 180,912 1.81 5.09 25,988 Granted 579,998 2.55 4.57 - Exercised - - - - Forfeited or cancelled (47,900 ) 22.62 - - Options outstanding at December 31, 2020 713,010 5.15 4.40 477,802 Granted 143,072 3.21 4.77 - Exercised - - - - Forfeited or cancelled - - - - Options outstanding March 31, 2021 856,082 4.82 4.26 746,906 Options expected to vest in the future as of March 31, 2021 439,611 3.73 4.40 - Options exercisable at March 31, 2021 416,471 5.98 4.10 - Options vested, exercisable, and options expected to vest at March 31, 2021 856,082 4.82 4.26 746,906 |
Summary of Warrant Activity | Warrant activity for the three months ended March 31, 2021 the year ended December 31, 2020 was as follows: Warrants Weighted Average Exercise Price ($) Weighted Average Remaining Contractual Life (Yrs.) Warrants outstanding at December 31, 2019 363,728 25.60 3.12 Granted 1,540,139 3.19 4.64 Exercised (22,438 ) - - Forfeited or cancelled - - - Warrants outstanding at December 31, 2020 1,881,429 7.57 4.16 Granted 412,143 4.60 3.66 Exercised (495,641 ) 2.59 - Forfeited or cancelled - - - Warrants outstanding at March 31, 2021 1,797,931 8.26 3.72 |
Stock Appreciation Rights [Member] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | Assumptions: 2021 2020 Dividend yield 0.00 % 0.00- % Risk-free interest rate 0.19-0.22 % 0.19-0.22 % Expected volatility 116.2%-116,8 % 116.2-116.8 % Expected life (in years) 5 5 |
Schedule of Stock Option Activity | SARs activity for the three months ended March 31, 2021 and the year ended December 31, 2020 was as follows: Options Weighted Average Exercise Price ($) Weighted Average Remaining Contractual Life (Yrs.) Aggregate Intrinsic Value ($) - SARs outstanding at December 31, 2019 - - - — Granted 127,679 2.61 4.52 97,919 Exercised - - - - Forfeited or cancelled - - - - SARs outstanding at December 31, 2020 127,679 2.61 4.52 97,919 Granted - - - - Exercised - - - - Forfeited or cancelled - - - - SARs outstanding March 31, 2021 127,679 2.61 4.27 141,330 SARs expected to vest in the future as of March 31, 2021 118,679 2.62 4.25 - SARs exercisable at March 31, 2021 9,000 2.47 4.64 - SARs vested, exercisable, and SARs expected to vest at March 31, 2021 127,679 2.61 4.27 141,330 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - shares | Mar. 31, 2021 | Mar. 26, 2021 | Jan. 31, 2021 | Dec. 31, 2020 |
Aggregate warrant purchase of shares | 2,190,000 | 136,943 | ||
Common shares authorized | 12,000,000 | 12,000,000 | ||
Maximum [Member] | ||||
Common shares authorized | 24,000,000 | |||
Private Placement [Member] | ||||
Aggregate warrant purchase of shares | 2,190,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Warrant Liability Measured on Recurring Basis (Details) - USD ($) | Mar. 31, 2021 | Mar. 26, 2021 | Dec. 31, 2020 |
Derivative liability - Warrants | $ 4,905,927 | $ 5,708,212 | |
Fair Value, Inputs, Level 3 [Member] | |||
Derivative liability - Warrants | $ 4,905,927 | $ 5,708,212 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Derivative Liability Measured on a Recurring Basis Using Significant Unobservable Input (Level 3) (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Fair Value on Issuance Date | |
Fair value on March 31, 2021 | 4,905,927 |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value on Issuance Date | 5,708,212 |
Change in fair value | (802,285) |
Fair value on March 31, 2021 | $ 4,905,927 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Antidilutive securities excluded from computation of earnings per share, amount | 2,778,496 | 5,025,474 |
Warrants [Member] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 1,797,931 | 1,244,712 |
Preferred Stock Warrants [Member] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 2,996,713 | |
Stock Options [Member] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 856,082 | 159,637 |
Preferred Stock [Member] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 124,483 | 624,412 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Accounting Policies [Abstract] | ||
Net Loss per Common Share - Basic and Diluted | $ (0.09) | $ (1.30) |
Loss from continuing operations available to common stockholders (numerator) | $ (711,567) | $ (1,898,832) |
Weighted average number of common shares Outstanding used in loss per share during the Period (denominator) | 7,790,121 | 1,463,627 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw Materials | $ 328,878 | $ 309,305 |
Work in Process | 188,466 | 175,884 |
Finished Goods | 230,436 | 174,462 |
Total Inventory | $ 747,780 | $ 659,651 |
Deferral of Social Security T_2
Deferral of Social Security Tax Payments (Details Narrative) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Deferral payments description | Pursuant to sections 2302(a)(1) and (a)(2) of the CARES Act, the Company has elected to defer payments of its share of Social Security tax due during the "payroll tax deferral period'. The payroll tax deferral period began on March 27, 2020 and ends December 31, 2020. At March 31, 2021, the total amount of such deferral was $75,455. Per the terms of the deferral program, 50% of the deferred amount is due on December 31, 2021, and the remaining 50% is due on December 31, 2022 at 0% interest. |
Deferral amount | $ 75,455 |
December 31, 2021 [Member] | |
Deferral program percentage | 50.00% |
December 31, 2022 [Member] | |
Deferral program percentage | 50.00% |
Derivative Liability (Details N
Derivative Liability (Details Narrative) - USD ($) | Mar. 26, 2021 | Jan. 31, 2021 | Feb. 28, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Warrants to purchase shares of common stock | 2,190,000 | 136,943 | ||||
Number of common shares issued | 2,190,000 | 1,711,783 | 2,500 | |||
Share price per share | $ 4.32 | $ 3 | $ 8.70 | |||
Common shares authorized | 12,000,000 | 12,000,000 | ||||
Gain on change in fair value of warrants | $ 802,285 | |||||
Maximum [Member] | ||||||
Common shares authorized | 24,000,000 |
Derivative Liability - Schedule
Derivative Liability - Schedule of Fair Value of Derivative Liability Using Black Scholes Valuation Model (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Dividend Yield [Member] | |
Derivative liability, measurement input | 0 |
Risk-Free Interest Rate [Member] | |
Derivative liability, measurement input | 0.7 |
Expected Volatility [Member] | Minimum [Member] | |
Derivative liability, measurement input | 121.2 |
Expected Volatility [Member] | Maximum [Member] | |
Derivative liability, measurement input | 121.7 |
Expected Life (in Years) [Member] | |
Derivative liability, Expected life (in years) | 2 years |
Derivative Liability - Schedu_2
Derivative Liability - Schedule of Fair Value of Warrant Liability (Details) - USD ($) | Mar. 31, 2021 | Mar. 26, 2021 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Warrants Outstanding | 2,190,000 | 2,190,000 |
Fair Value per Share | $ 2.24 | $ 2.61 |
Fair Value beginning balance | $ 5,708,212 | |
(Gain) on change in Fair Value of warrant liability | (802,285) | |
Fair Value ending balance | $ 4,905,927 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 26, 2021$ / sharesshares | Feb. 28, 2021shares | Feb. 02, 2021$ / sharesshares | Jan. 31, 2021USD ($)$ / sharesshares | Jan. 12, 2021$ / sharesshares | Jun. 23, 2020 | Jan. 31, 2021$ / sharesshares | Feb. 28, 2020$ / sharesshares | Jan. 31, 2020$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Common stock issued during period | 2,190,000 | 1,711,783 | 2,500 | ||||||||||
Share price per share | $ / shares | $ 4.32 | $ 3 | $ 3 | $ 8.70 | |||||||||
Proceeds from public offering | $ | $ 4,532,445 | ||||||||||||
Warrants to purchase shares of common stock | 2,190,000 | 136,943 | 136,943 | ||||||||||
Warrant term | 5 years | 5 years | |||||||||||
Warrants exercise price | $ / shares | $ 3.75 | $ 3.75 | |||||||||||
Common stock upon the exercise of warrants | 495,641 | 22,438 | |||||||||||
Common stock, shares authorized | 12,000,000 | 12,000,000 | 12,000,000 | ||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Preferred stock, shares issued | 465 | 465 | 1,378 | 715 | |||||||||
Preferred stock, shares outstanding | 465 | 465 | 1,378 | 715 | |||||||||
Number of shares granted | 143,072 | 579,998 | |||||||||||
Option strike price | $ / shares | $ 3.13 | $ 3.13 | |||||||||||
Vesting period | 12 months | ||||||||||||
Share based compensation | $ | $ 117,477 | $ 154,171 | |||||||||||
Options exercise price | $ / shares | $ 3.72 | ||||||||||||
Number of options exercised | |||||||||||||
Option term | 2 years 10 months 3 days | ||||||||||||
2013 Stock Option Plan [Member] | |||||||||||||
Common stock shares reserved for issuance | 9,681 | 9,681 | |||||||||||
2020 Stock Appreciation Rights Plan [Member] | |||||||||||||
Options exercise price | $ / shares | $ 3.72 | ||||||||||||
Unrecognized share based compensation | $ | $ 180,108 | $ 180,108 | |||||||||||
Option term | 2 years 2 months 23 days | ||||||||||||
Stock appreciation rights granted description | The Company granted, pursuant to the Plan, (i) 60,094 SARs to its President and Chief Executive Officer, (ii) 12,019 SARs to its Vice President of Business Development, (iii) 24,038 SARs to its Chief Technology Officer, and (iv) 18,028 SARs to its Chief Financial Officer. The exercise price of each such SAR is $2.63, which was the closing price of the Company's common stock on the date of grant. Such SARs expire on the fifth anniversary of the grant date and may be settled only in cash. Additionally, each such SAR will vest and become exercisable in three equal (as closely as possible) installments on each of the first, second and third anniversaries of the grant date, subject, in each case, to the applicable SAR holder being in the continuous employ of the Company on the applicable vesting date, and, in the event of a Change in Control (as defined in the Plan), will become immediately vested and exercisable as long as the applicable holder is in the Company's employ immediately prior to the Change in Control, and will otherwise be on such other terms set forth in the form of Stock Appreciation Rights Agreement. | ||||||||||||
CorProminence [Member] | |||||||||||||
Common stock issued during period | 1,500 | ||||||||||||
Share price per share | $ / shares | $ 4.99 | $ 4.99 | |||||||||||
April 2020 Offering [Member] | |||||||||||||
Common stock issued during period | 21,591 | ||||||||||||
Common stock upon the exercise of warrants | 191,204 | ||||||||||||
Placement Agent Warrants [Member] | |||||||||||||
Warrants to purchase shares of common stock | 175,200 | 175,200 | |||||||||||
Warrants exercise price | $ / shares | $ 5.55625 | $ 5.55625 | |||||||||||
Placement Agent Warrants [Member] | Measurement Input, Share Price [Member] | |||||||||||||
Percentage of warrant exercise price | 125 | 125 | |||||||||||
Common Stock [Member] | |||||||||||||
Common stock issued during period | 3,901,783 | ||||||||||||
Conversion of stock, shares converted | 100,000 | 321,517 | |||||||||||
Shares issued for services | |||||||||||||
Series D Convertible Preferred Stock [Member] | |||||||||||||
Common stock issued during period | 408,318 | ||||||||||||
Conversion of stock, shares converted | 1,107 | ||||||||||||
Number of shares as in-kind payment, shares | 86,801 | ||||||||||||
Series D Convertible Preferred Stock [Member] | Common Stock [Member] | |||||||||||||
Conversion of stock, shares converted | 250 | ||||||||||||
Number of shares as in-kind payment, shares | 19,000 | ||||||||||||
Series D Preferred Stock [Member] | |||||||||||||
Common stock issued during period | 62,832 | ||||||||||||
Preferred stock, shares outstanding | 132 | 132 | |||||||||||
Conversion price per share | $ / shares | $ 2.50 | $ 2.50 | |||||||||||
Series D Preferred Stock [Member] | Securities Purchase Agreement [Member] | |||||||||||||
Preferred stock, par value | $ / shares | $ 1,000 | ||||||||||||
Sale of stock | 1,640 | ||||||||||||
Dividends percentage | 9.00% | ||||||||||||
Conversion price per share | $ / shares | $ 2.50 | ||||||||||||
Conversion description | In addition, a holder may at any time, alternatively, convert all, or any part, of its Series D Preferred Shares at an alternative conversion price, which equals the lower of the applicable conversion price then in effect, and the greater of (x) $1.80 and (y) 85% of the average volume weighted average price ("VWAP") of the Common Stock for a five (5) trading day period prior to such conversion. Upon the occurrence of certain triggering events, described in the Certificate of Designations, including, but not limited to payment defaults, breaches of transaction documents, failure to maintain listing on the Nasdaq Capital Market, and other defaults set forth therein, the Series D Preferred Shares would become subject to redemption, at the option of a holder, at a 125% premium to the underlying value of the Series D Preferred Shares being redeemed. | ||||||||||||
Series E Convertible Preferred Stock [Member] | |||||||||||||
Common stock issued during period | 61,651 | ||||||||||||
Series E Convertible Preferred Stock [Member] | Securities Purchase Agreement [Member] | |||||||||||||
Conversion of stock, shares converted | 48,544 | ||||||||||||
Sale of stock | 333 | ||||||||||||
Dividends percentage | 9.00% | ||||||||||||
Stock Options [Member] | |||||||||||||
Share based compensation | $ | $ 117,477 | $ 154,170 | |||||||||||
Unrecognized share based compensation | $ | $ 1,198,573 | $ 1,198,573 | |||||||||||
Private Placement [Member] | |||||||||||||
Common stock issued during period | 119,000 | 263,200 | |||||||||||
Warrants to purchase shares of common stock | 2,190,000 | 2,190,000 | |||||||||||
Private Placement [Member] | Purchase Agreement [Member] | |||||||||||||
Warrants to purchase shares of common stock | 2,190,000 | 2,190,000 | |||||||||||
Warrants exercise price | $ / shares | $ 4.32 | $ 4.32 | |||||||||||
Public Offering [Member] | |||||||||||||
Common stock issued during period | 2,190,000 | ||||||||||||
Share price per share | $ / shares | $ 4.445 | $ 4.445 | |||||||||||
Proceeds from public offering | $ | $ 8,736,487 | ||||||||||||
Minimum [Member] | Purchase Agreement [Member] | |||||||||||||
Common stock, shares authorized | 12,000,000 | 12,000,000 | |||||||||||
Maximum [Member] | |||||||||||||
Common stock, shares authorized | 24,000,000 | 24,000,000 | |||||||||||
Maximum [Member] | Purchase Agreement [Member] | |||||||||||||
Common stock, shares authorized | 24,000,000 | 24,000,000 | |||||||||||
Directors [Member] | |||||||||||||
Number of shares granted | 96,000 | ||||||||||||
Consultant [Member] | |||||||||||||
Shares issued for services | 1,572 | 1,000 | 24,000 | ||||||||||
Option strike price | $ / shares | $ 3.66 | $ 3.52 | |||||||||||
Vesting date | Jun. 30, 2021 | ||||||||||||
Five Employees [Member] | Maximum [Member] | |||||||||||||
Number of shares granted | 20,500 | ||||||||||||
Investor [Member] | Iron Dome Ventures, LLC [Member] | |||||||||||||
Number of shares granted | 8,100 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Dividend yield | 0.00% | 0.00% |
Risk-free interest rate, minimum | 0.19% | 0.19% |
Risk-free interest rate, maximum | 0.22% | 0.50% |
Expected volatility, minimum | 116.80% | 116.00% |
Expected volatility, maximum | 117.20% | 117.00% |
Expected life (in years) | 5 years | 5 years |
Stock Appreciation Rights [Member] | ||
Dividend yield | 0.00% | 0.00% |
Risk-free interest rate, minimum | 0.19% | 0.19% |
Risk-free interest rate, maximum | 0.22% | 0.22% |
Expected volatility, minimum | 116.20% | 116.20% |
Expected volatility, maximum | 116.80% | 116.80% |
Expected life (in years) | 5 years | 5 years |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Stock Option Activity (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Number of Options, Outstanding, Beginning Balance | 713,010 | 180,912 |
Number of Options, Granted | 143,072 | 579,998 |
Number of Options, Exercised | ||
Number of Options, Forfeited or cancelled | (47,900) | |
Number of Options, Outstanding Ending Balance | 856,082 | 713,010 |
Number of Options, Expected to vest in the future Ending Balance | 439,611 | |
Number of Options, Exercisable | 416,471 | |
Number of Options, Vested, Exercisable and Options Expected to Vest Ending Balance | 856,082 | |
Weighted Average Exercise Price, Outstanding Beginning Balance | $ 5.15 | $ 1.81 |
Weighted Average Exercise Price, Granted | 3.21 | 2.55 |
Weighted Average Exercise Price, Exercised | ||
Weighted Average Exercise Price, Forfeited or cancelled | 22.62 | |
Weighted Average Exercise Price, Outstanding | 4.82 | $ 5.15 |
Weighted Average Exercise Price, Expected to Vest | 3.73 | |
Weighted Average Exercise Price, Exercisable | 5.98 | |
Weighted Average Exercise Price, Vested, Exercisable and Options Expected to Vest | $ 4.82 | |
Weighted Average Remaining Contractual Life, Outstanding Beginning | 4 years 4 months 24 days | 5 years 1 month 2 days |
Weighted Average Remaining Contractual Life, Granted | 4 years 9 months 7 days | 4 years 6 months 25 days |
Weighted Average Remaining Contractual Life, Exercised | 0 years | 0 years |
Weighted Average Remaining Contractual Life, Forfeited or cancelled | 0 years | 0 years |
Weighted Average Remaining Contractual Life, Outstanding | 4 years 3 months 4 days | 4 years 4 months 24 days |
Weighted Average Remaining Contractual Life, Expected to Vest | 4 years 4 months 24 days | |
Weighted Average Remaining Contractual Life, Exercisable | 4 years 1 month 6 days | |
Weighted Average Remaining Contractual Life, Vested, Exercisable and Options Expected to Vest | 4 years 3 months 4 days | |
Aggregate Intrinsic Value, Outstanding Beginning Balance | $ 477,802 | $ 25,988 |
Aggregate Intrinsic Value, Granted | ||
Aggregate Intrinsic Value, Exercised | ||
Aggregate Intrinsic Value, Forfeited or cancelled | ||
Aggregate Intrinsic Value, Outstanding Ending Balance | 746,906 | $ 477,802 |
Aggregate Intrinsic Value, Options expected to vest in the future | ||
Aggregate Intrinsic Value, Options exercisable | ||
Aggregate Intrinsic Value, Options vested, exercisable and options expected to vest | $ 746,906 | |
Stock Appreciation Rights [Member] | ||
Number of Options, Outstanding, Beginning Balance | 127,679 | |
Number of Options, Granted | 127,679 | |
Number of Options, Exercised | ||
Number of Options, Forfeited or cancelled | ||
Number of Options, Outstanding Ending Balance | 127,679 | 127,679 |
Number of Options, Expected to vest in the future Ending Balance | 118,679 | |
Number of Options, Exercisable | 9,000 | |
Number of Options, Vested, Exercisable and Options Expected to Vest Ending Balance | 127,679 | |
Weighted Average Exercise Price, Outstanding Beginning Balance | $ 2.61 | |
Weighted Average Exercise Price, Granted | 2.61 | |
Weighted Average Exercise Price, Exercised | ||
Weighted Average Exercise Price, Forfeited or cancelled | ||
Weighted Average Exercise Price, Outstanding | 2.61 | $ 2.61 |
Weighted Average Exercise Price, Expected to Vest | 2.62 | |
Weighted Average Exercise Price, Exercisable | 2.47 | |
Weighted Average Exercise Price, Vested, Exercisable and Options Expected to Vest | $ 2.61 | |
Weighted Average Remaining Contractual Life, Outstanding Beginning | 4 years 6 months 7 days | 0 years |
Weighted Average Remaining Contractual Life, Granted | 0 years | 4 years 6 months 7 days |
Weighted Average Remaining Contractual Life, Exercised | 0 years | 0 years |
Weighted Average Remaining Contractual Life, Forfeited or cancelled | 0 years | 0 years |
Weighted Average Remaining Contractual Life, Outstanding | 4 years 3 months 8 days | 4 years 6 months 7 days |
Weighted Average Remaining Contractual Life, Expected to Vest | 4 years 2 months 30 days | |
Weighted Average Remaining Contractual Life, Exercisable | 4 years 7 months 21 days | |
Weighted Average Remaining Contractual Life, Vested, Exercisable and Options Expected to Vest | 4 years 3 months 8 days | |
Aggregate Intrinsic Value, Outstanding Beginning Balance | $ 97,919 | |
Aggregate Intrinsic Value, Granted | 97,919 | |
Aggregate Intrinsic Value, Exercised | ||
Aggregate Intrinsic Value, Forfeited or cancelled | ||
Aggregate Intrinsic Value, Outstanding Ending Balance | 141,330 | $ 97,919 |
Aggregate Intrinsic Value, Options expected to vest in the future | ||
Aggregate Intrinsic Value, Options exercisable | ||
Aggregate Intrinsic Value, Options vested, exercisable and options expected to vest | $ 141,330 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Warrant Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | ||
Number of Shares, Warrants Outstanding, Beginning balance | 1,881,429 | 363,728 |
Number of Shares, Warrants Granted | 412,143 | 1,540,139 |
Number of Shares, Warrants Exercised | (495,641) | (22,438) |
Number of Shares, Warrants Forfeited or Cancelled | ||
Number of Shares, Warrants Outstanding, Ending balance | 1,797,931 | 1,881,429 |
Weighted Average Exercise Price, Warrants outstanding, Beginning balance | $ 7.57 | $ 25.60 |
Weighted Average Exercise Price, Warrants Granted | 4.60 | 3.19 |
Weighted Average Exercise Price, Warrants Exercised | 2.59 | |
Weighted Average Exercise Price, Warrants Forfeited or cancelled | ||
Weighted Average Exercise Price, Warrants outstanding, Ending balance | $ 8.26 | $ 7.57 |
Weighted Average Remaining Contractual Life (Years), Warrants outstanding, Beginning balance | 4 years 1 month 27 days | 3 years 1 month 13 days |
Weighted Average Remaining Contractual Life (Years), Warrants Granted | 3 years 7 months 28 days | 4 years 7 months 21 days |
Weighted Average Remaining Contractual Life (Years), Warrants outstanding, Ending balance | 3 years 8 months 19 days | 4 years 1 month 27 days |