Cover
Cover | 9 Months Ended |
Sep. 30, 2023 | |
Entity Addresses [Line Items] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 1 |
Entity Registrant Name | AGEAGLE AERIAL SYSTEMS INC. |
Entity Central Index Key | 0000008504 |
Entity Tax Identification Number | 88-0422242 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | 8201 E. 34th Cir N |
Entity Address, City or Town | Wichita |
Entity Address, State or Province | KS |
Entity Address, Postal Zip Code | 67226 |
City Area Code | (620) |
Local Phone Number | 325-6363 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 8201 E. 34th Cir N |
Entity Address, City or Town | Wichita |
Entity Address, State or Province | KS |
Entity Address, Postal Zip Code | 67226 |
City Area Code | (620) |
Local Phone Number | 325-6363 |
Contact Personnel Name | Mark DiSiena |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | |||
Cash | $ 1,600,143 | $ 4,349,837 | $ 14,590,566 |
Accounts receivable, net | 2,015,045 | 2,213,040 | 2,888,879 |
Inventories, net | 6,063,935 | 6,685,847 | 4,038,508 |
Prepaid and other current assets | 832,188 | 1,029,548 | 1,292,570 |
Notes receivable | 185,000 | 185,000 | 185,000 |
Total current assets | 10,696,311 | 14,463,272 | 22,995,523 |
Property and equipment, net | 597,964 | 791,155 | 952,128 |
Right of use asset | 3,498,051 | 3,952,317 | 2,019,745 |
Intangible assets, net | 9,242,659 | 11,507,653 | 13,565,494 |
Goodwill | 21,679,411 | 23,179,411 | 64,867,282 |
Other assets | 336,091 | 291,066 | 282,869 |
Total assets | 46,050,487 | 54,184,874 | 104,683,041 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||
Accounts payable | 2,125,689 | 1,845,135 | 2,526,829 |
Accrued expenses | 1,650,609 | 1,680,706 | 1,901,641 |
Promissory note, net of debt discount | 2,625,000 | 287,381 | |
Contract liabilities | 329,536 | 496,390 | 971,140 |
Current portion of liabilities related to acquisition agreements | 10,061,501 | ||
Current portion of lease liabilities | 840,535 | 628,113 | 1,235,977 |
Current portion of COVID loan | 306,722 | 446,456 | 451,889 |
Total current liabilities | 7,878,091 | 5,384,181 | 17,148,977 |
Long term portion of liabilities related to acquisition agreements | 8,875,000 | ||
Long term portion of lease liabilities | 2,756,056 | 3,161,703 | 942,404 |
Long term portion of COVID loan | 509,184 | 446,813 | 808,021 |
Defined benefit plan obligation | 106,163 | 331,726 | |
Promissory note, net of debt discount | 1,470,000 | 1,861,539 | |
Total liabilities | 12,613,331 | 10,960,399 | 28,106,128 |
COMMITMENTS AND CONTINGENCIES (SEE NOTE 14) | |||
STOCKHOLDERS’ EQUITY: | |||
Preferred Stock, Series F Convertible, $0.001 par value, 35,000 shares authorized, 5,863 shares issued and outstanding as of December 31, 2022, and no shares issued and outstanding as of December 31, 2021, respectively | 6 | 6 | |
Common Stock, $0.001 par value, 250,000,000 shares authorized, 88,466,613 and 75,314,988 shares issued and outstanding as of December 31, 2022, and 2021, respectively | 117,880 | 88,467 | 75,315 |
Additional paid-in capital | 167,523,676 | 154,679,363 | 127,626,536 |
Accumulated deficit | (134,374,548) | (111,553,444) | (51,054,344) |
Accumulated other comprehensive income (loss) | 170,142 | 10,083 | (70,594) |
Total stockholders’ equity | 33,437,156 | 43,224,475 | 76,576,913 |
Total liabilities and stockholders’ equity | $ 46,050,487 | $ 54,184,874 | $ 104,683,041 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred Stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 25,000,000 | 25,000,000 | 25,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 |
Common stock, shares issued | 117,878,831 | 88,466,613 | 75,314,988 |
Common stock, shares outstanding | 117,878,831 | 88,466,613 | 75,314,988 |
Series F Preferred Stock [Member] | |||
Preferred Stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 35,000 | 35,000 | 35,000 |
Preferred Stock, shares issued | 6,275 | 5,863 | 0 |
Preferred Stock, shares outstanding | 6,275 | 5,863 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Income Statement [Abstract] | ||||||||
Revenues | $ 3,483,932 | $ 5,490,714 | $ 10,819,213 | $ 14,620,565 | $ 19,094,425 | $ 9,760,952 | ||
Cost of sales | 2,269,858 | 3,407,573 | 6,594,973 | 8,622,436 | 10,876,308 | 5,504,708 | ||
Gross Profit | 1,214,074 | 2,083,141 | 4,224,240 | 5,998,129 | 8,218,117 | 4,256,244 | ||
Operating Expenses: | ||||||||
General and administrative | 3,357,550 | 4,175,090 | 10,435,834 | 14,093,655 | 17,757,708 | 14,957,410 | ||
Research and development | 1,368,394 | 1,818,540 | 4,320,216 | 6,185,777 | 8,113,774 | 4,082,799 | ||
Sales and marketing | 978,243 | 1,236,841 | 2,911,963 | 3,736,548 | 4,935,601 | 3,150,886 | ||
Goodwill impairment | 1,500,000 | 1,579,287 | 41,687,871 | 12,357,921 | ||||
Total Operating Expenses | 7,204,187 | 7,230,471 | 19,247,300 | 24,015,980 | 72,494,954 | 34,549,016 | ||
Loss from Operations | (5,990,113) | (5,147,330) | (15,023,060) | (18,017,851) | (64,276,837) | [1] | (30,292,772) | [2] |
Other Income (Expense): | ||||||||
Interest expense | (399,651) | (6,727) | (994,751) | (29,776) | (59,785) | (7,852) | ||
Paycheck Protection Program loan forgiveness | 108,532 | |||||||
Gain on debt extinguishment | (1,523,867) | 6,486,899 | (1,523,867) | 6,486,899 | 6,463,101 | |||
Loss on disposal of fixed assets | (25,960) | (3,712) | ||||||
Other (expense) income, net | (106,497) | 332,110 | (368,532) | 27,372 | (354,242) | 87,124 | ||
Total Other Income | (2,030,015) | 6,812,282 | (2,887,150) | 6,484,495 | 6,023,114 | 184,092 | ||
Loss Before Income Taxes | (8,020,128) | 1,664,952 | (17,910,210) | (11,533,356) | (58,253,723) | (30,108,680) | ||
Provision for income taxes | ||||||||
Net Loss attributable to common stockholders | $ (8,020,128) | $ 1,664,952 | $ (17,910,210) | $ (11,533,356) | $ (58,253,723) | $ (30,108,680) | ||
Net Loss Per Common Share - Basic | $ (0.07) | $ 0.02 | $ (0.18) | $ (0.14) | $ (0.70) | $ (0.43) | ||
Net Loss Per Common Share - Diluted | $ (0.07) | $ 0.01 | $ (0.18) | $ (0.14) | $ (0.70) | $ (0.43) | ||
Weighted Average Number of Shares Outstanding During the Period - Basic | 111,083,155 | 85,966,687 | 98,976,085 | 81,004,011 | 83,370,411 | 70,055,832 | ||
Weighted Average Number of Shares Outstanding During the Period - Diluted | 111,083,155 | 113,623,789 | 98,976,085 | 81,004,011 | 83,370,411 | 70,055,832 | ||
Comprehensive Loss: | ||||||||
Net Loss attributable to common stockholders | $ (8,020,128) | $ 1,664,952 | $ (17,910,210) | $ (11,533,356) | $ (58,253,723) | $ (30,108,680) | ||
Amortization of unrecognized periodic pension costs | (742) | 97,846 | 43,302 | 100,487 | 135,439 | (67,903) | ||
Foreign currency cumulative translation adjustment | (7,027) | (372,368) | 116,757 | (220,060) | (54,762) | (2,691) | ||
Total comprehensive loss, net of tax | (8,027,897) | 1,390,430 | (17,750,151) | (11,652,929) | (58,173,046) | (30,179,274) | ||
Accrued dividends on Series F Preferred Stock | (49,122) | (94,694) | (170,277) | (94,694) | (172,596) | |||
Deemed dividends on Series F Preferred Stock | (4,910,894) | (2,245,377) | ||||||
Total comprehensive loss available to common stockholders | $ (8,077,019) | $ 1,295,736 | $ (22,831,322) | $ (11,747,623) | $ (60,591,019) | $ (30,179,274) | ||
[1]Includes goodwill impairment $ 41,687,871 12,357,921 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes In Stockholders' Equity (Unaudited) - USD ($) | Preferred Stock [Member] Series F Preferred Stock [Member] | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2020 | $ 58,636 | $ 47,241,757 | $ (20,945,664) | $ 26,354,729 | |||
Balance, shares at Dec. 31, 2020 | 58,636,365 | ||||||
Stock-based compensation expense | $ 484 | 4,507,990 | 4,508,474 | ||||
Stock-based compensation expense, shares | 483,901 | ||||||
Foreign currency cumulative translation adjustment | (2,691) | (2,691) | |||||
Net loss | (30,108,680) | (30,108,680) | |||||
Sale of Common Stock, net of issuance costs | $ 6,763 | 37,175,883 | 37,182,646 | ||||
Sale of Common Stock, net of issuance costs, shares | 6,763,091 | ||||||
Exercise of stock options | $ 505 | 122,465 | $ 122,970 | ||||
Exercise of stock options, shares | 505,167 | 513,500 | |||||
Sales of Common stock from exercise of warrants | $ 2,517 | 8,302,851 | $ 8,305,368 | ||||
Sales of Common stock from exercise of warrants, shares | 2,516,778 | ||||||
Issuance of Common Stock for acquisition of MicaSense | $ 541 | 2,999,459 | 3,000,000 | ||||
Issuance of Common Stock for acquisition of MicaSense, shares | 540,541 | ||||||
Issuance of Common Stock for acquisition of Measure | $ 5,319 | 24,369,681 | 24,375,000 | ||||
Issuance of Common Stock for acquisition of Measure, shares | 5,319,145 | ||||||
Issuance of Common stock in exchange for professional services | $ 550 | 2,906,450 | 2,907,000 | ||||
Issuance of Common stock in exchange for professional services, shares | 550,000 | ||||||
Defined benefit plan obligation adjustment, net of tax | (67,903) | (67,903) | |||||
Balance at Dec. 31, 2021 | $ 75,315 | 127,626,536 | (70,594) | (51,054,344) | 76,576,913 | ||
Balance, shares at Dec. 31, 2021 | 75,314,988 | ||||||
Conversion of Preferred Stock, Series F Convertible shares to Common Stock | $ (4) | $ 5,950 | (5,946) | ||||
Conversion of Preferred Stock, Series F Convertible shares to Common Stock, shares | (3,689) | 5,950,000 | |||||
Dividends on Series F Preferred Stock | (94,694) | (94,694) | |||||
Issuance of restricted Common Stock | $ 316 | (316) | |||||
Issuance of restricted Common Stock, shares | 314,941 | ||||||
Stock-based compensation expense | 3,058,741 | 3,058,741 | |||||
Amortization of unrecognized periodic pension costs | 100,487 | 100,487 | |||||
Foreign currency cumulative translation adjustment | (220,060) | (220,060) | |||||
Net loss | (11,533,356) | (11,533,356) | |||||
Sale of Common Stock, net of issuance costs | $ 4,251 | 4,579,090 | 4,583,341 | ||||
Sale of Common Stock, net of issuance costs, shares | 4,251,151 | ||||||
Issuance of Preferred Stock, Series F Convertible, net of issuance cost | $ 10 | 9,919,990 | 9,920,000 | ||||
Issuance of Preferred Stock, Series F Convertible, net of issuance cost, shares | 10,000 | ||||||
Settlement of heldback shares from contingent liability related to Measure acquisition | $ (499) | 2,812,999 | 2,812,500 | ||||
Settlement of heldback shares from contingent liability related to Measure acquisition, shares | (498,669) | ||||||
Exercise of stock options | $ 185 | 74,165 | $ 74,350 | ||||
Exercise of stock options, shares | 185,000 | 185,000 | |||||
Issuance of Common Stock for acquisition of senseFly | $ 1,927 | 2,998,073 | $ 3,000,000 | ||||
Issuance of Common Stock for acquisition of senseFly, shares | 1,927,407 | ||||||
Balance at Sep. 30, 2022 | $ 6 | $ 87,445 | 150,968,638 | (190,167) | (62,587,700) | 88,278,222 | |
Balance, shares at Sep. 30, 2022 | 6,311 | 87,444,818 | |||||
Balance at Dec. 31, 2021 | $ 75,315 | 127,626,536 | (70,594) | (51,054,344) | 76,576,913 | ||
Balance, shares at Dec. 31, 2021 | 75,314,988 | ||||||
Conversion of Preferred Stock, Series F Convertible shares to Common Stock | $ (4) | $ 6,805 | (6,801) | ||||
Conversion of Preferred Stock, Series F Convertible shares to Common Stock, shares | (4,137) | 6,804,545 | |||||
Dividends on Series F Preferred Stock | (172,596) | (172,596) | |||||
Issuance of restricted Common Stock | $ 483 | (483) | |||||
Issuance of restricted Common Stock, shares | 482,191 | ||||||
Stock-based compensation expense | 3,420,664 | 3,420,664 | |||||
Amortization of unrecognized periodic pension costs | 135,439 | 135,439 | |||||
Foreign currency cumulative translation adjustment | (54,762) | (54,762) | |||||
Net loss | (58,253,723) | (58,253,723) | |||||
Sale of Common Stock, net of issuance costs | $ 4,251 | 4,579,090 | 4,583,341 | ||||
Sale of Common Stock, net of issuance costs, shares | 4,251,151 | ||||||
Issuance of Preferred Stock, Series F Convertible, net of issuance cost | $ 10 | 9,919,990 | 9,920,000 | ||||
Issuance of Preferred Stock, Series F Convertible, net of issuance cost, shares | 10,000 | ||||||
Settlement of heldback shares from contingent liability related to Measure acquisition | $ (499) | 2,812,999 | 2,812,500 | ||||
Settlement of heldback shares from contingent liability related to Measure acquisition, shares | (498,669) | ||||||
Exercise of stock options | $ 185 | 74,165 | $ 74,350 | ||||
Exercise of stock options, shares | 185,000 | 185,000 | |||||
Issuance of Common Stock for acquisition of senseFly | $ 1,927 | 2,998,073 | $ 3,000,000 | ||||
Issuance of Common Stock for acquisition of senseFly, shares | 1,927,407 | ||||||
Deemed dividend on Series F Preferred Stock | 2,245,377 | (2,245,377) | |||||
Relative fair value of warrants issued with promissory note | 1,182,349 | 1,182,349 | |||||
Balance at Dec. 31, 2022 | $ 6 | $ 6 | $ 88,467 | 154,679,363 | 10,083 | (111,553,444) | 43,224,475 |
Balance, shares at Dec. 31, 2022 | 5,863 | 5,863 | 88,466,613 | ||||
Balance at Jun. 30, 2022 | $ 10 | $ 82,445 | 147,686,141 | 84,355 | (64,252,652) | 83,600,299 | |
Balance, shares at Jun. 30, 2022 | 9,690 | 82,445,570 | |||||
Conversion of Preferred Stock, Series F Convertible shares to Common Stock | $ (4) | $ 5,450 | (5,446) | ||||
Conversion of Preferred Stock, Series F Convertible shares to Common Stock, shares | (3,379) | 5,450,000 | |||||
Dividends on Series F Preferred Stock | (94,694) | (94,694) | |||||
Issuance of restricted Common Stock | $ 14 | (14) | |||||
Issuance of restricted Common Stock, shares | 12,917 | ||||||
Stock-based compensation expense | 556,837 | 556,837 | |||||
Amortization of unrecognized periodic pension costs | 97,846 | 97,846 | |||||
Foreign currency cumulative translation adjustment | (372,368) | (372,368) | |||||
Net loss | 1,664,952 | 1,664,952 | |||||
Settlement of heldback shares from contingent liability related to Measure acquisition | $ (499) | 2,812,999 | 2,812,500 | ||||
Settlement of heldback shares from contingent liability related to Measure acquisition, shares | (498,669) | ||||||
Exercise of stock options | $ 35 | 12,815 | 12,850 | ||||
Exercise of stock options, shares | 35,000 | ||||||
Balance at Sep. 30, 2022 | $ 6 | $ 87,445 | 150,968,638 | (190,167) | (62,587,700) | 88,278,222 | |
Balance, shares at Sep. 30, 2022 | 6,311 | 87,444,818 | |||||
Balance at Dec. 31, 2022 | $ 6 | $ 6 | $ 88,467 | 154,679,363 | 10,083 | (111,553,444) | 43,224,475 |
Balance, shares at Dec. 31, 2022 | 5,863 | 5,863 | 88,466,613 | ||||
Conversion of Preferred Stock, Series F Convertible shares to Common Stock | $ (3) | $ 7,305 | (7,302) | ||||
Conversion of Preferred Stock, Series F Convertible shares to Common Stock, shares | (2,588) | 7,304,762 | |||||
Dividends on Series F Preferred Stock | (170,277) | (170,277) | |||||
Conversion of warrants issued with promissory note and incremental value modification | $ 5,000 | 185,500 | 190,500 | ||||
Conversion of warrants issued with promissory note and incremental value modification, shares | 5,000,000 | ||||||
Issuance of restricted Common Stock | $ 388 | (388) | |||||
Issuance of restricted Common Stock, shares | 387,456 | ||||||
Stock-based compensation expense | 1,125,209 | 1,125,209 | |||||
Amortization of unrecognized periodic pension costs | 43,302 | 43,302 | |||||
Foreign currency cumulative translation adjustment | 116,757 | 116,757 | |||||
Net loss | (17,910,210) | (17,910,210) | |||||
Sale of Common Stock, net of issuance costs | $ 16,720 | 3,800,680 | 3,817,400 | ||||
Sale of Common Stock, net of issuance costs, shares | 16,720,000 | ||||||
Issuance of Preferred Stock, Series F Convertible, net of issuance cost | $ 3 | 2,999,997 | 3,000,000 | ||||
Issuance of Preferred Stock, Series F Convertible, net of issuance cost, shares | 3,000 | ||||||
Deemed dividend on Series F Preferred Stock and warrant | 4,910,894 | (4,910,894) | |||||
Balance at Sep. 30, 2023 | $ 6 | $ 117,880 | 167,523,676 | 170,142 | (134,374,548) | 33,437,156 | |
Balance, shares at Sep. 30, 2023 | 6,275 | 117,878,831 | |||||
Balance at Jun. 30, 2023 | $ 7 | $ 109,492 | 167,247,840 | 177,911 | (126,354,420) | 41,180,830 | |
Balance, shares at Jun. 30, 2023 | 7,025 | 109,491,375 | |||||
Conversion of Preferred Stock, Series F Convertible shares to Common Stock | $ (1) | $ 3,000 | (2,999) | ||||
Conversion of Preferred Stock, Series F Convertible shares to Common Stock, shares | (750) | 3,000,000 | |||||
Dividends on Series F Preferred Stock | (49,122) | (49,122) | |||||
Conversion of warrants issued with promissory note and incremental value modification | $ 5,000 | 185,500 | 190,500 | ||||
Conversion of warrants issued with promissory note and incremental value modification, shares | 5,000,000 | ||||||
Issuance of restricted Common Stock | $ 388 | (388) | |||||
Issuance of restricted Common Stock, shares | 387,456 | ||||||
Stock-based compensation expense | 142,845 | 142,845 | |||||
Stock-based compensation expense, shares | |||||||
Amortization of unrecognized periodic pension costs | (742) | (742) | |||||
Foreign currency cumulative translation adjustment | (7,027) | (7,027) | |||||
Net loss | (8,020,128) | (8,020,128) | |||||
Balance at Sep. 30, 2023 | $ 6 | $ 117,880 | $ 167,523,676 | $ 170,142 | $ (134,374,548) | $ 33,437,156 | |
Balance, shares at Sep. 30, 2023 | 6,275 | 117,878,831 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss | $ (17,910,210) | $ (11,533,356) | $ (58,253,723) | $ (30,108,680) |
Adjustments to reconcile comprehensive loss to net cash used in operating activities: | ||||
Stock-based compensation | 1,125,209 | 3,058,741 | 3,420,664 | 4,508,474 |
Depreciation and amortization | 3,027,644 | 2,887,244 | 3,938,860 | 1,501,826 |
Common stock issued in exchange for professional services | 2,907,000 | |||
Paycheck Protection Program loan forgiveness | (108,532) | |||
Provision for inventory obsolescence | 305,399 | |||
Loss on disposal of fixed assets | 25,960 | 3,712 | ||
Defined benefit plan obligation | (188,653) | (148,851) | (215,797) | (17,691) |
Amortization on debt discount | 612,712 | 46,270 | ||
Gain on debt extinguishment | 1,523,867 | (6,486,899) | (6,463,101) | |
Goodwill impairment | 1,500,000 | 41,687,871 | 12,357,921 | |
Lease impairment | 79,287 | |||
Changes in assets and liabilities: | ||||
Accounts receivable, net | 223,208 | (396,617) | 637,156 | 514,265 |
Inventories, net | 660,208 | (2,221,569) | (2,605,028) | (1,981,952) |
Prepaid expenses and other assets | 237,815 | 22,579 | 230,688 | (218,493) |
Accounts payable | 264,123 | (281,937) | (681,556) | 552,741 |
Accrued expenses and other liabilities | (28,133) | (193,818) | (716,960) | (2,892,728) |
Contract liabilities | (169,352) | (307,610) | (472,604) | 393,521 |
COVID loan | (345,484) | (179,910) | ||
Other | 212,606 | 433,357 | (340,886) | |
Net cash used in operating activities | (8,829,669) | (15,168,736) | (20,107,670) | (12,463,127) |
CASH FLOW FROM INVESTING ACTIVITIES: | ||||
Payment on notes receivable | 315,000 | |||
Acquisition of MicaSense, net of cash acquired | (3,645,911) | (14,568,897) | ||
Acquisition of Measure, net of cash acquired | (14,916,850) | |||
Acquisition of senseFly, net of cash acquired | (2,964,989) | (11,425,493) | ||
Purchases of fixed assets | (95,004) | (250,379) | (313,769) | (525,312) |
Payment of acquisition-related liabilities | (6,610,900) | |||
Platform development costs | (297,596) | (635,568) | (817,029) | (1,097,808) |
Internal use software costs | (171,516) | (565,894) | (618,061) | (278,264) |
Net cash used in investing activities | (564,116) | (8,062,741) | (8,359,759) | (42,497,624) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Sales of Common Stock, net of issuance costs | 3,817,400 | 4,583,341 | 4,583,341 | 37,182,646 |
Sale of Common Stock from exercise of warrants | 8,305,368 | |||
Sale of Preferred Stock, Series F Convertible, net of issuance costs | 3,000,000 | 9,920,000 | 9,920,000 | |
Promissory note | 3,285,000 | |||
Exercise of stock options | 74,350 | 74,350 | 122,970 | |
Repayments on COVID loans | (87,052) | (173,313) | ||
Net cash provided by financing activities | 6,730,348 | 14,404,378 | 17,862,691 | 45,610,984 |
Effects of foreign exchange rates on cash flows | (86,257) | (460,980) | 364,009 | |
Net decrease in cash | (2,749,694) | (9,288,079) | (10,240,729) | (9,349,767) |
Cash at beginning of year | 4,349,837 | 14,590,566 | 14,590,566 | 23,940,333 |
Cash at end of year | 1,600,143 | 5,302,487 | 4,349,837 | 14,590,566 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||
Interest cash paid | 7,590 | |||
Income taxes paid | ||||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||
Conversion of Preferred Stock, Series F Convertible to Common Stock | 7,305 | 5,950 | 6,805 | |
Issuance of restricted Common Stock | 388 | 316 | 483 | |
Dividends on Series F Preferred Stock | 170,277 | 94,694 | 172,596 | |
Deemed dividend on Series F Preferred stock | 4,910,894 | 2,245,377 | ||
Stock consideration for the senseFly Acquisition | 3,000,000 | 3,000,000 | ||
Settlement of Common Stock from contingent liability related to Measure | $ 2,812,500 | 2,812,500 | ||
Acquisition liability related to the MicaSense Acquisition | 5,000,000 | |||
Stock consideration for the MicaSense Acquisition | 3,000,000 | |||
Acquisition liability related to the Measure Acquisition | 5,625,000 | |||
Stock consideration for the Measure Acquisition | $ 24,375,000 |
Description of the Business and
Description of the Business and Basis of Presentation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Description of the Business and Basis of Presentation | Note 1 – Description of the Business and Basis of Presentation Description of Business – Founded in 2010, AgEagle was originally formed to pioneer proprietary, professional-grade, fixed-winged drones and aerial imagery-based data collection and analytics solutions for the agriculture industry. Today, the Company is earning distinction as a globally respected market leader offering customer-centric, advanced, autonomous unmanned aerial systems (“UAS”) which drive revenue at the intersection of flight hardware, sensors and software for industries that include agriculture, military/defense, public safety, surveying/mapping and utilities/engineering, among others. AgEagle has also achieved numerous regulatory firsts, including earning governmental approvals for its commercial and tactical drones to fly Beyond Visual Line of Sight (“BVLOS”) and/or Operations Over People (“OOP”) in the United States, Canada, Brazil and the European Union. AgEagle’s shift and expansion from solely manufacturing fixed-wing farm drones in 2018, to offering what the Company believes is one of the industry’s best fixed-wing, full-stack drone solutions, culminated in 2021 when the Company acquired three market-leading companies engaged in producing UAS airframes, sensors and software for commercial and government use. In addition to a robust portfolio of proprietary, connected hardware and software products; an established global network of over 200 UAS resellers; and enterprise customers worldwide; these acquisitions also brought AgEagle a workforce comprised largely of experienced engineers and technologists with deep expertise in the fields of robotics, automation, manufacturing and data science. In 2022, the Company succeeded in integrating all three acquired companies with AgEagle to form one global company focused on taking autonomous flight performance to a higher level. The business acquisitions completed by the Company during the year ended December 31, 2021 of 100% of the outstanding stock of MicaSense, Measure and senseFly, respectively, are collectively referred to as the “2021 Business Acquisitions.” The Company is currently headquartered in Wichita, Kansas, where it houses its sensor manufacturing operations and Lausanne, Switzerland where it operates its drone manufacturing operations. Basis of Presentation AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) Note 1 – Description of the Business and Basis of Presentation - Continued The condensed consolidated financial statements include the accounts of AgEagle and its wholly-owned subsidiaries, AgEagle Aerial, Inc.; Measure Global, Inc.; senseFly S.A. and senseFly Inc. All significant intercompany balances and transactions have been eliminated in consolidation. A description of certain of the Company’s accounting policies and other financial information is included in the Company’s audited consolidated financial statements filed with the SEC on Form 10-K for the year ended December 31, 2022. The summary of significant accounting policies presented below is designed to assist in understanding the Company’s condensed consolidated financial statements. Such condensed consolidated financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. Liquidity and Going Concern 17,910,210 and used cash in operating activities of $ 8,829,669 . As of September 30, 2023, the Company has working capital of $ 2,818,220 and an accumulated deficit of $ 134,374,548 . While the Company has historically been successful in raising capital to meet its working capital needs, the ability to continue raising such capital is not guaranteed. There is substantial doubt about the Company’s ability to continue as a going concern as the Company will require additional liquidity to continue its operations and meet its financial obligations for twelve (12) months from the date these condensed consolidated financial statements were issued. The Company is evaluating strategies to obtain the required additional funding for future operations and the restructuring of operations to grow revenues and reduce expenses. If the Company is unable to generate significant sales growth in the near term and raise additional capital, there is a risk that the Company could default on additional obligations; and could be required to discontinue or significantly reduce the scope of its operations if no other means of financing operations are available. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amount and classification of liabilities or any other adjustment that might be necessary should the Company be unable to continue as a going concern. | Note 1 – Description of Business Description of the Business and Basis of Presentation AgEagle™ Aerial Systems Inc. (“AgEagle” or the “Company”) is actively engaged in designing and delivering best-in-class drones, sensors and software that solve important problems for our customers. Founded in 2010, AgEagle was originally formed to pioneer proprietary, professional-grade, fixed-winged drones and aerial imagery-based data collection and analytics solutions for the agriculture industry. Today, the Company is earning distinction as a globally respected market leader offering customer-centric, advanced, autonomous unmanned aerial systems (“UAS”) which drive revenue at the intersection of flight hardware, sensors and software for industries that include agriculture, military/defense, public safety, surveying/mapping and utilities/engineering, among others. AgEagle has also achieved numerous regulatory firsts, earning governmental approvals for its commercial and tactical drones to fly Beyond Visual Line of Sight (“BVLOS”) and/or Operations Over People (“OOP”) in the United States, Canada, Brazil and the European Union and being awarded Blue UAS certification from the Defense Innovation Unit of the U.S. Department of Defense. AgEagle’s shift and expansion from solely manufacturing fixed-wing farm drones in 2018, to offering what the Company believes is one of the industry’s best fixed-wing, full-stack drone solutions, culminated in 2021 when the Company acquired three market-leading companies engaged in producing UAS airframes, sensors and software for commercial and government use. In addition to a robust portfolio of proprietary, connected hardware and software products; an established global network of over 200 UAS resellers; and enterprise customers worldwide; these acquisitions also brought AgEagle a highly valuable workforce comprised largely of experienced engineers and technologists with deep expertise in the fields of robotics, automation, manufacturing and data science. In 2022, the Company succeeded in integrating all three acquired companies with AgEagle to form one global company focused on taking autonomous flight performance to a higher level. Our core technological capabilities include robotics and robotics systems autonomy; advanced thermal and multispectral sensor design and development; embedded software and firmware; secure wireless digital communications and networks; lightweight airframes; small UAS design, integration and operations; power electronics and propulsion systems; controls and systems integration; fixed wing flight; flight management software; data capture and analytics; human-machine interface development and integrated mission solutions. In January 2021, AgEagle acquired MicaSense™, Inc. (“MicaSense”). Founded in 2014, MicaSense has been at the forefront of advanced drone sensor development since its founding in 2014, having formed integration partnerships with several leading fixed wing and multi-rotor drone manufacturers. MicaSense’s patented, high precision thermal and multispectral sensors serve the aerial mapping and analytics needs of the agriculture market. MicaSense’s high performance proprietary products have global distribution in over 75 countries. In April 2021, AgEagle acquired Measure Global, Inc. (“Measure”). Founded in 2020, Measure serves a world class customer base, Measure enables its customers to realize the transformative benefits of drone technology through its Ground Control Ground Control In October 2021, AgEagle acquired senseFly S.A. and concurrent with the acquisition, AgEagle Aerial, Inc. (“AgEagle Aerial), a wholly-owned subsidiary of the AgEagle, acquired senseFly Inc. Collectively senseFly S.A. and senseFly, Inc. are referred to as “senseFly”. Founded in 2009, senseFly provides fixed-wing drone solutions for commercial and government markets that simplify the collection and analysis of geospatial data, allowing professionals to make better decisions, faster. senseFly develops and produces a proprietary line of eBee AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 1 – Description of Business – Continued Collectively, MicaSense, Measure and senseFly are referred to as the “2021 Acquired Companies.” The Company is currently headquartered in Wichita, Kansas, where we house our sensor manufacturing operations, and we operate business and drone manufacturing operations in Raleigh, North Carolina. In addition, the Company operates business and manufacturing operations in Lausanne, Switzerland in support of our international business activities. The Company intends to grow our business and preserve our leadership position by developing new drones, sensors and software and capturing a significant share of the global drone market. In addition, we expect to accelerate our growth and expansion through strategic acquisitions of companies offering distinct technological and competitive advantages and have defensible IP protection in place, if applicable. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies The summary of significant accounting policies presented below is designed to assist in understanding the Company’s condensed consolidated financial statements. Such condensed consolidated financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“US GAAP”) in all material respects and have been consistently applied in preparing the accompanying condensed consolidated financial statements. Risks and Uncertainties – Global economic challenges, including the impact of war, pandemics, rising inflation and supply-chain disruptions and adverse labor market conditions could cause economic uncertainty and volatility. The aforementioned risks and their respective impacts on the UAV industry and the Company’s operational and financial performance remain uncertain and outside of the Company’s control. Specifically, because of the aforementioned continuing risks, the Company’s ability to access components and parts needed in order to manufacture its proprietary drones and sensors, and to perform quality testing have been, and continue to be, impacted. If either the Company or any of its third parties in the supply chain for materials used in our manufacturing and assembly processes continue to be adversely impacted, the Company’s supply chain may be further disrupted, limiting its ability to manufacture and assemble products. Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the reserve for obsolete inventory, valuation of stock issued for services and stock options, valuation of intangible assets, valuation of goodwill, and the valuation of deferred tax assets. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) Note 2 – Summary of Significant Accounting Policies-Continued Fair Value Measurements and Disclosures – Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement The guidance requires that assets and liabilities carried at fair value be classified and disclosed in one of the following categories: ● Level 1: Quoted market prices in active markets for identical assets or liabilities. ● Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. ● Level 3: Unobservable inputs that are not corroborated by market data. For short-term classes of our financial instruments, which include cash, accounts receivable, prepaid expenses, notes receivable, accounts payable and accrued expenses, their carrying amounts approximate fair value due to their short-term nature. The outstanding loans related to the COVID Loans and promissory note are carried at face value, which approximates fair value. As of September 30, 2023, and December 31, 2022, the Company did not have any financial assets or liabilities measured and recorded at fair value on the Company’s condensed consolidated balance sheets on a recurring basis. Inventories – Inventories, which consist of raw materials, finished goods and work-in-process, are stated at the lower of cost or net realizable value, with cost being determined by the average-cost method, which approximates the first-in, first-out method. Cost components include direct materials and direct labor. At each balance sheet date, the Company evaluates its inventories for excess quantities and obsolescence. This evaluation primarily includes an analysis of forecasted demand in relation to the inventory on hand, among consideration of other factors. The physical condition (e.g., age and quality) of the inventories is also considered in establishing its valuation. Based upon the evaluation, provisions are made to reduce excess or obsolete inventories to their estimated net realizable values. Once established, write-downs are considered permanent adjustments to the cost basis of the respective inventories. These adjustments are estimates, which could vary significantly, either favorably or unfavorably, from the amounts that the Company may ultimately realize upon the disposition of inventories if future economic conditions, customer inventory levels, product discontinuances, sales return levels or competitive conditions differ from the Company’s estimates and expectations. Cash Concentrations – The Company maintains its cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation up to $ 250,000 . The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $ 250,000 . Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Revenue Recognition and Concentration – Most of the Company’s revenues are derived primarily through the sales of drones, sensors and related accessories, and software subscriptions. All contracts and agreements are at fixed prices and are accounted for in accordance with ASC Topic 606, Revenue from Contracts with Customers The Company generally recognizes revenue on sales to customers, dealers, and distributors upon satisfaction of performance obligations which generally occurs once controls transfer to customers, which is when product is shipped or delivered depending on specific shipping terms and, where applicable, a customer acceptance has been obtained. The fee is not considered to be fixed or determinable until all material contingencies related to the sales have been resolved. The Company records revenue in the statements of operations and comprehensive income (loss) net of any sales, use, value added, or certain excise taxes imposed by governmental authorities on specific sales transactions and net of any discounts, allowances and returns. The Company’s software subscriptions to its platforms, HempOverview Ground Control AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) Note 2 – Summary of Significant Accounting Policies-Continued Additionally, customer payments received in advance of the Company completing performance obligations are recorded as contract liabilities. Customer deposits represent customer prepayments and are recognized as revenue when the term of the sale or performance obligation is completed. As of September 30, 2023 and December 31, 2022, respectively, contract liabilities represent $ 329,536 and $ 496,390 . Internal-use Software Costs – Internal-use software costs are accounted for in accordance with ASC Topic 350-40, Internal-Use Software As of September 30, 2023 and December 31, 2022, capitalized software costs for internal-use software related to the Company’s implementation of its enterprise resource planning (“ERP”) software, totaled $ 640,448 and $ 721,795 , respectively, net of accumulated amortization and are included in intangible assets, net on the condensed consolidated balance sheets. The Company placed its ERP into service on May 1, 2022. Further, capitalized software costs for internal-use software include costs incurred in connection with our HempOverview Ground Control which 1,100,734 and $ 1,332,516 , respectively, and are included in intangible assets, net on the condensed consolidated balance sheets. Goodwill and Intangible Assets – The assets and liabilities of acquired businesses are recorded under the acquisition method of accounting at their estimated fair values at the date of acquisition. Goodwill represents costs in excess of fair values assigned to the underlying identifiable net assets of acquired businesses. Intangible assets from acquired businesses are recognized at fair value on the acquisition date and consist of customer programs, trademarks, customer relationships, technology and other intangible assets. Customer programs include values assigned to major programs of acquired businesses and represent the aggregate value associated with the customer relationships, contracts, technology and trademarks underlying the associated program and are amortized on a straight-line basis over a period of expected cash flows used to measure fair value, which ranges from four to five years. As of September 30, 2023 and December 31, 2022, the goodwill balance was $ 21,679,411 and $ 23,179,411 , respectively. The Company tests its goodwill for impairment, at least annually, unless events or changes in circumstances indicate the carrying value of goodwill may be impaired, the Company may look to perform such test sooner versus on an annual basis. Such events or changes in circumstances may include a significant deterioration in overall economic conditions, changes in the business climate of our industry, a decline in the Company’s market capitalization, decline in operating performance indicators, competition, or a reorganization of our business. The Company’s goodwill has been allocated to and is tested for impairment at a level referred to as the business segment. The level at which the Company test goodwill for impairment requires it to determine whether the operations below the business segment constitute a self-sustaining business for which discrete financial information is available and segment management regularly reviews the operating results which is referred to as a reporting unit. We use a quantitative approach when testing goodwill. To perform the quantitative impairment test, we compare the fair value of a reporting unit to it’s carrying value, including goodwill. If the fair value of a reporting unit exceeds it’s carrying value, goodwill of the reporting unit is not impaired. If the carrying value of the reporting unit, including goodwill, exceeds its fair value, a goodwill impairment loss is recognized in an amount equal to that excess. We generally estimate the fair value of each reporting unit using a combination of a discounted cash flow (“DCF”) analysis and market-based valuation methodologies such as comparable public company trading values and values observed in recent business acquisitions. Determining fair value requires the exercise of significant judgments, including the amount and timing of expected future cash flows, long-term growth rates, discount rates and relevant comparable public company earnings multiples and relevant transaction multiples. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) Note 2 – Summary of Significant Accounting Policies - Continued Due to a significant decline in our market capitalization and overall economic conditions, as well as the performance of the business, during the third quarter of 2023 we performed a quantitative goodwill impairment test at September 30, 2023 on both our reporting units that had goodwill balances recorded, SaaS and Sensors. Based on this analysis, we concluded that the carrying value of the SaaS reporting unit exceeded its estimated fair value and we recognized a goodwill impairment charge of $ 1,500,000 for this excess at September 30, 2023. At December 31, 2022, the Company recorded a goodwill impairment charge of $ 41,687,871 on two impaired reporting units, SaaS and Drones. Our goodwill balance, after the impairment, of approximately $ 21.7 million is allocated to our Sensors and SaaS reporting units as follows: $ 19 million and $ 2.7 million, respectively. As of September 30, 2023 and December 31, 2022, our intangible assets balance was $ 9,242,659 and $ 11,507,653 , respectively. Finite-lived intangibles are amortized to expense over the applicable useful lives, ranging from five to ten years, based on the nature of the asset and the underlying pattern of economic benefit as reflected by future net cash inflows. We perform an impairment test of finite-lived intangibles whenever events or changes in circumstances indicate their carrying value may be impaired. If events or changes in circumstances indicate the carrying value of a finite-lived intangible may be impaired, the sum of the undiscounted future cash flows expected to result from the use of the asset group would be compared to the asset group’s carrying value. If the asset group’s carrying amount exceeds the sum of the undiscounted future cash flows, we would determine the fair value of the asset group and record an impairment loss in net earnings. As of September 30, 2023 and December 31, 2022, the Company deemed that no impairment was indicated for the carrying value of the finite-lived intangible assets. Foreign Currency – The Company translates assets and liabilities of its foreign subsidiary, senseFly S.A., predominately in Swiss Franc to their U.S. dollar equivalents at exchange rates in effect as of the balance sheet date. Translation adjustments are not included in determining net income but are recorded in accumulated other comprehensive income on the condensed consolidated balance sheets. The Company translates the condensed consolidated statements of operations and comprehensive income (loss) of its foreign subsidiary at average exchange rates for the applicable period. Foreign currency transaction gains and losses, arising primarily from changes in exchange rates on foreign currency denominated revenues, certain purchases and intercompany transactions are recorded in other income (expense), net in the condensed consolidated statements of operations and comprehensive income (loss). Shipping Costs – All shipping costs billed directly to the customer are directly offset to shipping costs resulting in a net expense to the Company, which is included in cost of goods sold in the accompanying condensed consolidated statements of operations and comprehensive income (loss). For the three months ended September 30, 2023 and 2022, shipping costs totaled $ 68,966 and $ 75,074 , respectively. For the nine-month periods ended September 30, 2023 and 2022, shipping costs totaled $ 191,447 and $ 220,049 , respectively. Advertising Costs – Advertising costs are charged to operations as incurred and presented in sales and marketing expenses in the condensed consolidated statements of operations and comprehensive income (loss). For the three months ended September 30, 2023 and 2022, advertising costs were $ 44,701 and $ 139,480 , respectively; and for the nine months ended were $ 113,119 and $ 303,862 , respectively. Vendor Concentrations – As of September 30, 2023 and December 31, 2022, there was one significant vendor that the Company relies upon to perform certain services for the Company’s technology platform. This vendor provides services to the Company, which can be replaced by alternative vendors should the need arise. Loss Per Common Share and Potentially Dilutive Securities – 0.001 (“Common Stock”) equivalents (if dilutive) related to warrants, options, and convertible instruments. For the three and nine months ended September 30, 2023 and 2022, the Company has excluded all common equivalent shares outstanding for restricted stock units (“RSUs”) and options to purchase Common Stock from the calculation of diluted net loss per share, because these securities are anti-dilutive for the periods presented. As of September 30, 2023, the Company had 419,722 unvested RSUs, 2,777,732 options outstanding to purchase shares of Common Stock and 48,351,747 common stock warrants, and 6,275 of Series F Preferred Stock convertible into 25,100,000 shares of common stock. As of September 30, 2022, the Company had 629,367 unvested RSUs, 2,484,373 options outstanding to purchase shares of Common Stock and 6,311 shares of Series F Preferred Stock convertible into 10,179,032 shares of Common Stock, and 16,129,032 Common Stock warrants. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) Note 2 – Summary of Significant Accounting Policies – Continued Segment Reporting – In accordance with ASC Topic 280, Segment Reporting The Company has determined that it operates in four segments: ● Drones, which comprises revenues earned from contractual arrangements to develop, manufacture and /or modify complex drone related products, and to provide associated engineering, technical and other services according to customer specifications. ● Sensors, which comprises the revenue earned through the sale of sensors, cameras, and related accessories. ● SaaS, which comprises revenue earned through the offering of online-based subscriptions. ● Corporate, which comprises corporate costs only. New Accounting Pronouncements – In March 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2022-02, Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”), which addresses areas identified by the FASB as part of its post-implementation review of its previously issued credit losses standard, ASU 2016-13, that introduced the Current Expected Credit Loss (“CECL”) model. ASU 2022-02 eliminates the accounting guidance for troubled debt restructurings by creditors that have adopted the CECL model and enhances disclosure requirements for certain loan refinancings and restructurings made with borrowers experiencing financial difficulty. In addition, ASU 2022-02 requires a public business entity to disclose current-period gross write-offs for financing receivables and net investment in leases by year of origination in the vintage disclosures. ASU 2022-02 is effective for the fiscal years beginning after December 15, 2022, and for periods within those fiscal years. Early adoption is permitted. The Company adopted ASU 2022-02 effective January 1, 2023 and it did not have a material impact on the Company’s condensed consolidated financial statements. Other recent accounting pronouncements issued by FASB did not or are not believed by management to have a material impact on the Company’s present or future condensed consolidated financial statements. | Note 2 – Summary of Significant Accounting Policies The summary of significant accounting policies presented below is designed to assist in understanding the Company’s consolidated financial statements. Such consolidated financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“US GAAP”) in all material respects and have been consistently applied in preparing the accompanying consolidated financial statements. Basis of Presentation and Consolidation The consolidated financial statements include the accounts of AgEagle and its wholly-owned subsidiaries, AgEagle Aerial, Inc., MicaSense, Measure and senseFly. All significant intercompany balances and transactions have been eliminated in consolidation. Liquidity and Going Concern 58,253,723 20,107,670 9,079,091 If the Company is unable to generate significant sales growth in the near term and raise additional capital, there is a risk that the Company could default on additional obligations; and could be required to discontinue or significantly reduce the scope of its operations if no other means of financing operations are available. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amount and classification of liabilities or any other adjustment that might be necessary should the Company be unable to continue as a going concern. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 2 – Summary of Significant Accounting Policies – Continued Risks and Uncertainties Use of Estimates Accumulated Other Comprehensive Income (Loss) Fair Value Measurements and Disclosures Fair Value Measurement The guidance requires that assets and liabilities carried at fair value be classified and disclosed in one of the following categories: ● Level 1: Quoted market prices in active markets for identical assets or liabilities. ● Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. ● Level 3: Unobservable inputs that are not corroborated by market data. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 2 – Summary of Significant Accounting Policies – Continued For short-term classes of our financial instruments, which include cash and cash equivalents, accounts receivable, notes receivable and accounts payable and accrued expenses, and which are not reported at fair value, the carrying amounts approximate fair value due to their short-term nature. The outstanding loans related to the business acquisitions and COVID Loans are carried at face value, which approximates fair value, due to the government backed security which requires payments. The promissory note is carried at face value and approximates fair value due to its prevailing interest rate. As of December 31, 2022 and 2021, the Company did not have any financial assets or liabilities measured and recorded at fair value on the Company’s consolidated balance sheets on a recurring basis. Cash Concentrations 250,000 250,000 Trade Receivables and Credit Policy – Inventories – Business Combinations Business Combinations, 100 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 2 – Summary of Significant Accounting Policies – Continued Intangible Assets In accordance with ASC Topic 350-40, Software - Internal-Use Software 721,795 278,264 In accordance with ASC Topic 985-20, Software — Costs of Software to be Sold, Leased or Marketed the company capitalizes software development costs for software to be sold, leased or marketed. Costs associated with the planning and design phase of software development are classified as research and development costs and are expensed as incurred. Once technological feasibility has been established, a portion of the costs incurred in development, including coding, testing and quality assurance, are capitalized until available for general release to customers, and subsequently reported at the lower of unamortized cost or net realizable value. Amortization is recorded per the individual technology software being released and is included in use cost of sales on the consolidated statements of operations and comprehensive loss. Annual amortization is recognized on a straight-line basis over the remaining economic life of the software (typically two years). Unamortized capitalized costs determined to be in excess of the net realizable value of a solution are expensed at the date of such determination. As of December 31, 2022 and December 31, 2021, capitalized software development costs, net of accumulated amortization, totaled $ 1,332,516 995,880 Finite-lived intangible assets are evaluated for impairment periodically, or whenever events or changes in circumstances indicate that their related carrying amounts may not be recoverable in accordance with ASC Topic 360-10-15, Impairment or Disposal of Long-Lived Assets AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 2 – Summary of Significant Accounting Policies – Continued Asset recoverability is an area involving management judgment, requiring assessment as to whether the carrying values of assets are supported by their undiscounted future cash flows. In estimating future cash flows, certain assumptions are required to be made in respect of highly uncertain matters such as revenue growth rates, operating expenses and terminal growth rates. For the year ended December 31, 2022, the Company determined the value of intangible assets was recoverable. As of December 31, 2022 and 2021, the Company reviewed the indicators for impairment and concluded that no impairment of its finite-lived intangible assets existed. Goodwill During the fourth quarter of 2022 and 2021, respectively, and in accordance with ASC Topic 350, Intangibles – Goodwill and other , 26.5 41.5 Revenue Recognition and Concentration Revenue from Contracts with Customers The Company generally recognizes revenue on sales to customers, dealers, and distributors upon satisfaction of performance obligations which generally occurs once controls transfer to customers, which is when product is shipped or delivered depending on specific shipping terms and, where applicable, a customer acceptance has been obtained. The fee is not considered to be fixed or determinable until all material contingencies related to the sales have been resolved. The Company records revenue in the statements of operations net of any sales, use, value added, or certain excise taxes imposed by governmental authorities on specific sales transactions and net of any discounts, allowances and returns. Under fixed-price contracts, the Company agrees to perform the specified work for a pre-determined price. To the extent the Company’s actual costs vary from the estimates upon which the price was negotiated, it will generate more or less profit or could incur a loss. The Company accounts for a contract after it has been approved by all parties to the arrangement, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 2 – Summary of Significant Accounting Policies – Continued Additionally, customer payments received in advance of the Company completing performance obligations are recorded as contract liabilities. Customer deposits represent customer prepayments and are recognized as revenue when the term of the sale or performance obligation is completed. The Company’s software subscriptions to its platforms, HempOverview Ground Control Provision for Warranty Expense Shipping Costs – 339,773 296,100 Advertising Costs 351,967 262,586 Research and Development 8,113,774 4,082,799 Vendor Concentrations Defined Benefit Plan Loss Per Common Share – 0.0001 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 2 – Summary of Significant Accounting Policies – Continued Potentially Dilutive Securities – 557,476 21,129,032 2,561,231 821,405 2,541,667 Leases – Leases Income Taxes – Accounting for Income Taxes Stock-Based Compensation Awards – Compensation – Stock Compensation , The Black-Scholes option-pricing model requires the input of certain assumptions that require the Company’s judgment, including the expected term and the expected stock price volatility of the underlying stock. The assumptions used in calculating the fair value of stock-based compensation represent management’s best estimates, but these estimates involve inherent uncertainties and the application of judgment. As a result, if factors change resulting in the use of different assumptions, stock-based compensation expense could be materially different in the future. Segment Reporting Segment Reporting AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 2 – Summary of Significant Accounting Policies – Continued The Company has determined that operates in three segments: ● Drones, which comprises revenues earned from contractual arrangements to develop, manufacture and /or modify complex drone related products, and to provide associated engineering, technical and other services according to customer specifications. ● Sensors, which comprises the revenue earned through the sale of sensors, cameras, and related accessories. ● SaaS, which comprises revenue earned through the offering of online-based subscriptions. Contingencies Recently Issued and Adopted Accounting Pronouncements Adopted During the first quarter of 2022, the Company early adopted Accounting Standards Update (“ASU”) ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) Pending In March 2022, the FASB issued Accounting Standards Update (“ASU”) No. 2022-02, Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 2 – Summary of Significant Accounting Policies – Continued Other recent accounting pronouncements issued by FASB did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. Impact of the War in Ukraine and COVID-19 On Our Business Operations Global economic challenges, including the impact of the war in Ukraine, the COVID-19 pandemic, rising inflation and supply-chain disruptions, adverse labor market conditions could cause economic uncertainty and volatility. During the year ended December 31, 2022, the COVID-19 pandemic and other supply chain disruptions continued to have a significant negative impact on the UAV industry, our customers and our business globally. The aforementioned risks and their respective impact on the UAV industry and our operational and financial performance remains uncertain and outside of our control. Specifically, as a result of the aforementioned continuing risks, our ability to access components and parts needed in order to manufacture our proprietary drones and sensors, and to perform quality testing have been, and continue to be, impacted. If we or any of our third-parties in the supply chain for materials used in our manufacturing and assembly processes continue to be adversely impacted, our supply-chain may be further disrupted, limiting our ability to manufacture and assemble products. We expect the pandemic, inflation and supply chain disruptions and their effects to continue to have a significant negative impact on our business for the duration of the pandemic and during the subsequent economic recovery, which could be for an extended period. For the year ended December 31, 2022, our supply chain was adversely impacted by the COVID-19 pandemic and other global economic challenges, causing material delays in the delivery of critical components associated with production of our newly developed sensors, that we began to sell in early 2022. These delays resulted in a significant backlog of purchase orders for our sensors. We continue to take steps to expand our supply sources and manufacturing capabilities in order to resolve the majority of our backlogged sensor orders and be better positioned to meet ongoing global market demand in the foreseeable future. While we believe we have largely overcome our supply chain challenges, this is an ongoing situation we will continue to monitor closely. |
Balance Sheets
Balance Sheets | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Balance Sheets | Note 3 – Balance Sheets Accounts Receivable, Net As of September 30, 2023 and December 31, 2022, accounts receivable, net consist of the following: Schedule of Accounts Receivable, Net September 30, 2023 December 31, 2022 Accounts receivable $ 2,110,725 $ 2,229,840 Less: Provision for doubtful accounts (95,680 ) (16,800 ) Accounts receivable, net $ 2,015,045 $ 2,213,040 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) Note 3 – Balance Sheets – Continued Inventories, Net As of September 30, 2023 and December 31, 2022, inventories, net consist of the following: Schedule of Inventories September 30, 2023 December 31, 2022 Raw materials $ 4,334,765 $ 5,288,206 Work-in process 714,596 1,106,056 Finished goods 1,412,710 614,400 Gross inventories 6,462,071 7,008,662 Less: Provision for excess and obsolescence reserve (398,136 ) (322,815 ) Inventories, net $ 6,063,935 $ 6,685,847 Prepaid and Other Current Assets As of September 30, 2023 and December 31, 2022, prepaid and other current assets, consist of the following: Schedule of Prepaid and Other Current Assets September 30, 2023 December 31, 2022 Prepaid inventories $ 171,017 $ 281,484 Prepaid software licenses and annual fees 244,628 184,429 Prepaid rent 98,751 234,691 Prepaid insurance 199,046 167,794 Prepaid VAT charges 41,030 99,558 Prepaid other and other current assets 77,716 61,592 Prepaid and other current assets $ 832,188 $ 1,029,548 Property and Equipment, Net As of September 30, 2023 and December 31, 2022, property and equipment, net consist of the following: Schedule of Property and Equipment, Net Useful Life September 30, December 31, Estimated Useful Life September 30, December 31, Type (Years) 2023 2022 Leasehold improvements 3 - 5 $ 106,837 $ 106,837 Production tools and equipment 5 730,565 632,514 Computer and office equipment 3 - 5 514,613 507,637 Furniture 5 73,452 77,799 Drone equipment 3 170,109 170,109 Property and equipment 1,595,576 1,494,896 Less: Accumulated depreciation (997,612 ) (703,741 ) Property and equipment, net $ 597,964 $ 791,155 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) Note 3 – Balance Sheets – Continued Property and Equipment Depreciation Expense Schedule of Property and Equipment Depreciation Expense Type 2023 2022 2023 2022 Classification within the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) For the Three Months Ended For the Nine Months Ended Type 2023 2022 2023 2022 Cost of sales $ — $ 61,747 $ — $ 199,555 General and administrative 93,614 48,429 293,538 138,271 Depreciation expense $ 93,614 $ 110,176 $ 293,538 $ 337,826 Intangible Assets, Net As of September 30, 2023 and December 31, 2022, intangible assets, net, other than goodwill, consist of the following: Schedule of Intangible Assets, Net Name Estimated Life (Years) Balance as of December 31, 2022 Additions Amortization Balance as of Intellectual property/technology 5 - 7 $ 4,473,861 $ — $ (606,726 ) $ 3,867,135 Customer base 3 - 10 2,885,657 — (853,248 ) 2,032,409 Tradenames and trademarks 5 - 10 1,757,891 — (155,958 ) 1,601,933 Non-compete agreement 2 - 4 335,933 — (335,933 ) — Platform development costs 3 1,332,516 297,596 (529,378 ) 1,100,734 Internal use software costs 3 721,795 171,516 (252,863 ) 640,448 Intangibles assets, net $ 11,507,653 $ 469,112 $ (2,734,106 ) $ 9,242,659 As of September 30, 2023, the weighted average remaining amortization period in years is 4.07 years. For the three and nine months ended September 30, 2023 and 2022, amortization expense was $ 919,774 and $ 932,880 , respectively, and $ 2,734,106 and $ 2,549,418 , respectively. For the following years ending, the future amortization expenses consist of the following: Schedule of Intangible Assets Future Amortization Expenses Name (rest of year) Year One Year Two Year Three Year Four Thereafter Total For the Years Ending December 31, Name (rest of year) 2023 2024 2025 2026 2027 Thereafter Total Intellectual property/technology $ 202,242 $ 808,968 $ 808,968 $ 808,968 $ 808,968 $ 429,021 $ 3,867,135 Customer base 284,417 889,364 141,145 141,145 141,145 435,193 2,032,409 Tradenames and trademarks 51,986 207,944 207,944 207,944 207,944 718,171 1,601,933 Platform development costs 190,040 586,950 281,613 42,131 — — 1,100,734 Internal use software costs 83,192 355,947 180,461 20,848 — — 640,448 Intangible assets, net $ 811,877 $ 2,849,173 $ 1,620,131 $ 1,221,036 $ 1,158,057 $ 1,582,385 $ 9,242,659 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) Note 3 – Balance Sheets - Continued Accrued Liabilities As of September 30, 2023 and December 31, 2022, accrued liabilities consist of the following: Schedule of Accrued Expenses September 30, 2023 December 31, 2022 Accrued purchases and customer deposits $ 220,784 $ 102,319 Accrued compensation and related liabilities 406,739 774,916 Provision for warranty expense 279,394 288,807 Accrued dividends 342,873 172,596 Accrued interest 236,172 — Accrued professional fees 138,250 262,737 Other 26,397 79,331 Other - 354,246 Total accrued liabilities $ 1,650,609 $ 1,680,706 | Note 3 - Balance Sheet Accounts Balance Sheets Accounts Receivable, net As of December 31, 2022 and 2021, accounts receivable, net consisted of the following: Schedule of Accounts Receivable, Net December 31, 2022 December 31, 2021 Accounts receivable $ 2,229,840 $ 2,918,435 Less: Provisions for doubtful accounts (16,800 ) (29,556 ) Accounts receivable, net $ 2,213,040 $ 2,888,879 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 3 - Balance Sheet Accounts– Continued Inventories, Net As of December 31, 2022 and 2021, inventories, net consisted of the following: Schedule of Inventories 2022 2021 December 31, 2022 2021 Raw materials $ 5,288,206 $ 2,862,293 Work-in process 1,106,056 647,829 Finished goods 614,400 833,785 Gross inventories 7,008,662 4,343,907 Less: Provision for obsolescence (322,815 ) (305,399 ) Inventories, net $ 6,685,847 $ 4,038,508 Property and Equipment, Net As of December 31, 2022 and 2021, property and equipment, net consisted of the following: Schedule of Property and Equipment, Net Type (Years) 2022 2021 Estimated Useful Life December 31, Type (Years) 2022 2021 Leasehold improvements 3 $ 106,837 $ 81,993 Production tools and equipment 5 632,514 417,779 Computer and office equipment 3 5 507,637 559,110 Furniture 5 77,799 77,971 Drone equipment 3 170,109 95,393 Total Property and equipment $ 1,494,896 $ 1,232,246 Less: Accumulated depreciation (703,741 ) (280,118 ) Total Property and equipment, net $ 791,155 $ 952,128 For the years ended December 31, 2022 and 2021, depreciation expense is classified within the consolidated statements of operations and comprehensive loss as follows: Schedule of Property and Equipment Depreciation Expense Type 2022 2021 For Year Ended December 31, Type 2022 2021 Cost of sales $ 266,468 $ 55,613 General and administrative 179,461 129,047 Total $ 445,929 $ 184,660 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 3 - Balance Sheet Accounts– Continued Accrued Expenses As of December 31, 2022 and 2021, accrued expenses consisted of the following as of: Schedule of Accrued Expenses 2022 2021 December 31, 2022 2021 Accrued compensation and related liabilities $ 774,916 $ 1,039,979 Provision for warranty expense 288,807 286,115 Accrued professional fees 262,737 267,949 Other 354,246 307,598 Other accured liabilites 354,246 307,598 Total accrued expenses $ 1,680,706 $ 1,901,641 |
Notes Receivable
Notes Receivable | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Receivables [Abstract] | ||
Notes Receivable | Note 4 – Notes Receivable Valqari On October 14, 2020, in connection with, and as an incentive to the entry into a two-year exclusive manufacturing agreement (the “Manufacturing Agreement”) to produce a patented Drone Delivery Station for Valqari, LLC (“Valqari), the Company entered into, as payee, a Convertible Promissory Note pursuant to which the Company made a loan to Valqari in the principal aggregate amount of $ 500,000 (the “Note”). The Note accrues interest at a rate of three percent per annum. The Note matured on April 15, 2021 (the “Maturity Date”), at which time all outstanding principal and interest that had accrued, but remained, unpaid was due. The Note provides for an automatic six-month extension of the Maturity Date under the following circumstances (i) Valqari has received in writing, (x) a good faith acquisition offer at a consideration value greater than $ 15,000,000 , (y) such offer, upon consummation, would result in a change in control (as defined in the note) of Valqari, and (z) at such time Valqari, is actively engaged in the negotiation or finalization of such acquisition transaction; or (ii) Valqari has initiated, or is in the process of initiating, a conversion to a “C-Corporation” under the Internal Revenue Code, whereas such conversion will be completed no later than one day prior to the extended Maturity Date. Valqari was not permitted to prepay the Note prior to the Maturity Date. The Note is subject to customary representations and warranties by Valqari, as well as events of default, which may lead to acceleration of the payment of the Note such as (i) failure to pay all of the outstanding principal, plus accrued interest on the Maturity Date or Extended Maturity Date, (ii) Valqari filing a petition or action under any bankruptcy, or other law, or (iii) an involuntary petition is filed again Valqari under any bankruptcy statute (that is not dismissed or discharged within 60 days). The indebtedness evidenced by the Note is subordinated in right of payment to the prior payment in full of any senior indebtedness (as defined in the Note) in existence on the date of the Note or incurred thereafter. On the Maturity Date, AgEagle demanded payment of the Note, including accrued interest, however, Valqari alleged that the Maturity Date was automatically extended to October 14, 2021 (“Extended Maturity Date”), for an additional six months. Upon the Extended Maturity Date, AgEagle demanded payment of the Note, including accrued interest; however, Valqari sought a substantial discount on the amount due under the Note to compensate for alleged breaches by AgEagle under the Manufacturing Agreement. AgEagle disputes the allegations of breach and believes that it is owed a net amount by Valqari under the Manufacturing Agreement, in addition to the amount due under the Note. On November 24, 2021, Valqari made a payment of principal on the Note of $ 315,000 . The parties are continuing to negotiate in an attempt to reach an amicable resolution of their disputes; however, AgEagle reserves the right to take legal action to collect the Note in the event that a settlement is not reached. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) | Note 4 – Notes Receivable Valqari On October 14, 2020, in connection with, and as an incentive to the entry into a two-year exclusive manufacturing agreement (the “Manufacturing Agreement”) to produce a patented Drone Delivery Station for Valqari, LLC (“Valqari), the Company entered into, as payee, a Convertible Promissory Note pursuant to which the Company made a loan to Valqari (“Valqari”) in the principal aggregate amount of $ 500,000 The Note matured on April 15, 2021 (the “Maturity Date”), at which time all outstanding principal and interest that had accrued, but remained, unpaid was due. The Note provides for an automatic six month extension of the Maturity Date under the following circumstances (i) Valqari has received in writing, (x) a good faith acquisition offer at a consideration value greater than $ 15,000,000 The Note is subject to customary representations and warranties by Valqari, as well as events of default, which may lead to acceleration of the payment of the Note such as (i) failure to pay all of the outstanding principal, plus accrued interest on the Maturity Date or Extended Maturity Date, (ii) Valqari filing a petition or action under any bankruptcy, or other law, or (iii) an involuntary petition is filed again Valqari under any bankruptcy statute (that is not dismissed or discharged within 60 days). The indebtedness evidenced by the Note is subordinated in right of payment to the prior payment in full of any senior indebtedness (as defined in the Note) in existence on the date of the Note or incurred thereafter. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 4 – Notes Receivable – Continued On the Maturity Date, AgEagle demanded payment of the Note, including accrued interest, however, Valqari alleged that the Maturity Date was automatically extended to October 14, 2021 (“Extended Maturity Date”), for an additional six months. Upon the Extended Maturity Date, AgEagle demanded payment of the Note, including accrued interest; however, Valqari sought a substantial discount on the amount due under the Note to compensate for alleged breaches by AgEagle under the Manufacturing Agreement. AgEagle disputes the allegations of breach and believes that it is owed a net amount by Valqari under the Manufacturing Agreement, in addition to the amount due under the Note. On November 24, 2021, Valqari made a payment of principal on the Note of $ 315,000 MicaSense On November 16, 2020, AgEagle, as payee, executed a promissory note with Parrot Drones S.A.S. in connection with its acquisition for 100% of the capital stock of MicaSense (the “MicaSense Acquisition”). As of June 30, 2021, Parrot Drones S.A.S. promised to pay to the Company the principal amount of $ 100,000 senseFly On August 25, 2021, AgEagle Aerial, as payee, executed a promissory note in connection with its acquisition for 100 200,000 |
COVID Loans
COVID Loans | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Covid Loans | ||
COVID Loans | Note 5 – COVID Loans In connection with the senseFly Acquisition, the Company assumed the obligations for two COVID Loans originally made by the SBA to senseFly S.A. on July 27, 2020 (“senseFly COVID Loans”). As of senseFly Acquisition Date, the fair value of the COVID Loan was $ 1,440,046 (“senseFly COVID Loans”). For the three and nine months ended September 30, 2023, senseFly S.A. made the required payments on the senseFly COVID Loans, including principal and accrued interest, aggregating approximately $ 87,052 for the three and nine months ended September 30, 2022, respectively, no payments of principal and interest were required. As of September 30, 2023, the Company’s outstanding obligations under the senseFly COVID Loans are $ 815,906 . On August 25, 2023, the Company modified one (1) its existing agreements to extend the repayment period of the COVID Loan from a maturity date of December 2023 to June 2025. The other COVID loan remains unchanged. As of September 30, 2023, scheduled principal payments due under the senseFly COVID Loans are as follows: Schedule of Maturity of SenseFly Covid Loans Year ending December 31, 2023 (rest of year) $ 58,487 2024 306,722 2025 180,064 2026 90,213 2027 180,420 Thereafter Total $ 815,906 | Note 8 – COVID Loan COVID Loans On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was enacted, which included amongst its many provisions, the creation of the Paycheck Protection Program (“PPP”). As part of the PPP, qualifying businesses were eligible to receive Small Business Administration (“SBA”) loans for use by such businesses for funding payroll, rent and utilities during a designed twenty-four week period through October 21, 2020 (“PPP Loan”). PPP Loans are unsecured, nonrecourse, accrue interest at a rate of one percent per annum, and mature on May 6, 2022. A portion or all of a PPP Loan is forgivable to the extent that an eligible business meets its obligations under the PPP. Additionally, any amounts owed, including unforgiven amounts under the PPP, are payable over two years, though may be extended up to five years upon approval by the SBA. On May 6, 2020, AgEagle received a PPP Loan in the amount of $ 108,532 In connection with the senseFly Acquisition, the Company assumed the obligations for two COVID Loans originally made by the SBA to senseFly S.A. on July 27, 2020. As of senseFly Acquisition Date, the fair value of the COVID Loan was $ 1,440,046 345,484 356,000 893,269 Note 8 – COVID Loan-Continued As of December 31, 2022, scheduled principal payments due under the senseFly COVID Loans are as follows: Schedule of Maturity of SenseFly Covid Loans Year ending December 31, 2023 $ 446,456 2024 89,363 2025 89,363 2026 89,363 2027 89,363 Thereafter 89,361 Total $ 893,269 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
Promissory Note and Warrant
Promissory Note and Warrant | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Promissory Note and Warrant | Note 6 – Promissory Note and Warrant On December 6, 2022, the Company entered into a Securities Purchase Agreement (the “Promissory Note Purchase Agreement”) with an institutional investor (the “Investor”) which is an existing shareholder of the Company. Pursuant to the terms of the Promissory Note Purchase Agreement, the Company has agreed to issue to the Investor (i) an 8% original issue discount promissory note (the “Note”) in the aggregate principal amount of $ 3,500,000 , and (ii) a common stock purchase warrant (the “Promissory Note Warrant”) to purchase up to 5,000,000 shares of the Company’s Common Stock (the “Shares”) at an exercise price of $ 0.44 per share, subject to standard anti-dilution adjustments. The Note is an unsecured obligation of the Company. It has an original issue discount of 4 % and bears interest at 8 % per annum. The Company received net proceeds of $ 3,285,000 net of the original issue discount of $ 140,000 and $ 75,000 of issuance costs. The Promissory Note Warrant was not exercisable for the first six months after issuance and had a five-year term from the initial exercise date of June 6, 2023. The Company determined the estimated fair value of the common stock warrants issued with the Note to be $ 1,847,200 using a Black-Scholes pricing model. In accordance with ASC 470-20 Debt 1,182,349 on the Note based on the relative fair value of the warrants and total proceeds. At Note issuance, the Company recorded a total discount on the debt of $ 1,397,350 comprised of the relative fair value of the warrants, the original issue discount, and the issuance costs. The aggregate discount was being amortized into interest expense over the approximate two-year term of the Note. The Company used the following assumptions in determining the fair value of the warrants: expected term of five years, volatility rate of 135.8 %, risk free rate of 3.73 %, and dividend rate of 0 %. Beginning June 1, 2023, and on the first business day of each month thereafter, the Company shall pay 1/20 th 175,000 ) of the original principal amount (the “Monthly Amortization Payments”) of the Note plus any accrued but unpaid interest, with any remaining principal plus accrued interest payable in full upon the maturity date of December 31, 2024 or the occurrence of an Event of Default (as defined in the Note). In addition, to the extent the Company raises any equity capital (by private placement, public offering or otherwise), the Company shall utilize 50% of the net proceeds from such equity financing to prepay the Note, within two business days of the Company’s receipt of such funds. In the event such equity financing is provided by the Investor, pursuant to the terms of that certain Securities Purchase Agreement, dated as June 26, 2022, or otherwise (an “Additional Investment”), the Investor shall agree to accept 50% less warrant coverage in connection with such Additional Investment, up to $ 3,300,000 of such Additional Investment. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) Note 6 – Promissory Note and Warrant – Continued On August 14, 2023, the Company and Investor entered into a Note Amendment Agreement due to the Company not making the Monthly Amortization Payments for the months of June – August 2023. Pursuant to the Note Amendment Agreement, the parties agreed to amend the Note as follows: (i) defer payment of the Monthly Amortization Payments for June 2023, July 2023 and August 2023 in the aggregate amount of $ 525,000 (the “Deferred Payments”), and the September Monthly Amortization Payment, in the amount of $ 175,000 , until September 15, 2023. As of September 30, 2023, the Deferred Payments per the terms of the Amended Note were not made (see below). (ii) increase the principal amount of the Note by $ 595,000 so that the current principal amount of the Note is $ 4,095,000 . The Note Amendment Agreement resulted in a debt extinguishment due to the modified terms of the Note being substantially different than the original terms primarily due to the substantial increase in principal of $ 595,000 . In accordance with ASC 470-50-40-2, the Company recorded a loss on debt extinguishment of $ 1,523,867 for the difference between the reacquisition price of the debt, of $ 4,095,000 and the net carrying amount of the extinguished debt of $ 2,571,133 comprised of $ 3,500,000 of principal less $ 928,867 of unamortized debt discounts and issuance costs on the original debt. On September 15, 2023, the Company and Investor entered into a Warrant Exchange Agreement pursuant to which the Company agreed to issue to the Investor 5,000,000 shares of common stock in exchange for the Warrant for no consideration. The Company accounted for the incremental value of the Promissory Note Warrant modification of $ 190,500 as an increase in additional paid-in capital and interest expense on the condensed consolidated statements of operations and comprehensive income (loss). The incremental value was computed using a Black-Scholes pricing model pre and post modification and the following inputs: stock price $ .19 , exercise price $ .44 (pre modification) and $ 0 (post modification), volatility of 129 %, and discount rate of 4.45 %. On October 5, 2023, the Company and the Investor entered into a Second Note Amendment Agreement (the “Second Amendment”), which provides for the following: (i) the Deferred Payments shall be due and payable on December 15, 2023; (ii) the Amortization Payments (defined in the Note) scheduled for September 15, 2023, October 1, 2023, and November 1, 2023, shall be deferred and made part of the Amortization Payments commencing in January 2024; and (iii) 50 % of any net proceeds above $ 2,000,000 from any equity financing between the date of the Second Amendment and December 15, 2023, shall be used to prepay the Note. The Second Amendment also partially waives the Event of Default in Section 3 (a)(vii) of the Note as a result of the resignation of a majority of the officers listed therein. During the three and nine months ended September 30, 2023, the Company recognized $ 84,443 and $ 412,188 respectively, of interest expense related to the amortization of the discounts prior to the debt extinguishment which has been included in interest expense on the condensed consolidated statements of operations and comprehensive income (loss). As of September 30, 2023, the unamortized discount was $ 0 . During the three and nine months ended September 30, 2023, the Company recorded $ 75,950 and $ 236,172 , respectively, of interest expense related to the Note in the condensed consolidated statements of operations and comprehensive income (loss), and as of September 30, 2023, there is $ 236,172 of accrued interest included in accrued liabilities on the unaudited condensed consolidated balance sheets. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) Note 6 – Promissory Note and Warrant – Continued As of September 30, 2023, scheduled principal payments due under the Second Amended Note are as follows: Schedule of Principal Payments Due Year ending December 31, 2023 (rest of year) $ 525,000 2024 3,570,000 Total $ 4,095,000 | Note 9 – Promissory Note Issuance Promissory Note and Warrant On December 6, 2022, the Company entered into a Securities Purchase Agreement (the “Promissory Note Purchase Agreement”) with an institutional investor (the “Investor”) which is an existing shareholder of the Company. Pursuant to the terms of the Promissory Note Purchase Agreement, the Company has agreed to issue to the Investor (i) an 8% original issue discount promissory note (the “Note”) in the aggregate principal amount of $ 3,500,000 5,000,000 0.44 4 8 3,285,000 140,000 75,000 The Company determined the estimated fair value of the common stock warrants issued with the Note to be $ 1,847,200 470-20 Debt 1,182,349 1,397,350 During the year ended December 31, 2022, the Company recognized $ 46,270 1,351,080 135.8 3.73 0 Beginning June 1, 2023, and on the first business day of each month thereafter, the Company shall pay 1/20 th 3,300,000 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 9 – Promissory Note Issuance-Continued As of December 31, 2022, scheduled principal payments due under the Note and amortization of the discount are as follows: Schedule of Amortization of the Discount Year Ending December 31, Principal Payments Discount Amortization Balance, Net of Discount 2023 $ 962,921 $ 675,540 $ 287,381 2024 2,537,079 675,540 1,861,539 $ 3,500,000 $ 1,351,080 $ 2,148,920 |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Stockholders’ Equity | Note 7 – Stockholders’ Equity Common Stock and Warrant Transaction On June 5, 2023, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (the “Investors”). Pursuant to the terms of the Purchase Agreement, the Company has agreed to issue and sell to Investors (i) 16,720,000 shares of Common Stock (the “Offering Shares”) at $ 0.25 per share and (ii) warrants to purchase up to 25,080,000 shares of common stock (the “Warrants”), exercisable at $ 0.38 per share (the “Warrant Shares” together with the Warrants and Offering Shares, the “Securities”) and raised gross sales proceeds of $ 4,180,000 . The Warrant is for a term of 5.5 years commencing on the closing date but is not exercisable for the first six months after closing. As a result, pursuant to the Purchase Agreement the Company issued 16,720,000 shares of Common Stock for proceeds of $ 3,817,400 , net of issuance costs from the offering and warrants to purchase up to 25,080,000 shares of common stock exercisable at $ 0.38 per share. Pursuant to the terms of the Purchase Agreement, the Company has agreed to certain restrictions on future stock offerings, including that during the 90 day period following the date of the execution of the Purchase Agreement, the Company will not (i) issue (or enter into any agreement to issue) any shares of common stock or common stock equivalents, subject to certain exceptions, or (ii) file any registration statement or any amendment or supplement thereto relating to the offering or resale of any shares of the Company or any securities convertible into or exercisable or exchangeable for shares of Company, subject to certain exceptions. From the date of the execution of the Purchase Agreement until the six (6) month anniversary of the date of closing, neither the Company nor any Subsidiary shall effect or enter into an agreement to effect any issuance by the Company or any of its Subsidiaries of shares of common stock or common stock equivalents (or a combination of units thereof) involving a variable rate transaction, subject to certain exceptions. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) Note 7 – Stockholders’ Equity – Continued For twelve (12) months following the closing date of the Offering, in the event the Company or any of its subsidiaries proposes to offer and sell shares of Common Stock or common stock equivalents (the “Offered Securities”) to investors primarily for capital raising purposes (each, a “Future Offering”), the Investors shall have the right, but not the obligation, to participate in each such Future Offering in an amount of up to 50 % in the aggregate of the Offered Securities. The Offering Shares were issued pursuant to a prospectus supplement and was filed with the Securities and Exchange Commission (the “Commission”) on June 7, 2023, and the prospectus included in the Company’s Registration Statement on Form S-3 (Registration No. 333-252801), which was filed with the Commission on April 23, 2021, and was declared effective on May 6, 2021. The Warrants were issued in a concurrent private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and have not been registered under the Securities Act, or applicable state securities laws. The Warrants were issued on the date of closing. The exercise price of the Warrants and the number of Warrant Shares issuable upon the exercise thereof will be subject to adjustment in the event of any stock dividends and splits, reverse stock split, recapitalization, reorganization, or similar transaction, as described in the Warrants, but has no anti-dilution protection provisions. The Warrants will be exercisable on a “cashless” basis only in the event there is no effective registration statement registering, or the prospectus contained therein is not available for the sale of the Warrant Shares. The Warrants contain a beneficial ownership limitation, such that none of such Warrants may be exercised, if, at the time of such exercise, the holder would become the beneficial owner of more than 4.99 % or 9.99 %, as determined by the Investor, of the Company’s outstanding shares of Common Stock following the exercise of such Warrant. Pursuant to the terms of the Purchase Agreement, the Company filed a registration statement on Form S-1 Registration No. 333-273332), which was declared effective on July 27, 2023, providing for the resale by the Investors of the Warrant Shares issuable upon exercise of the Warrants. In connection with the Offering, the Company also entered into a Lock-up Agreement with the Investors and each officer and director of the Company (collectively, the “Shareholders”), for the benefit of the Investors, with respect to the shares beneficially owned the Shareholders. The restrictions on the disposition of the shares was for a period of 30 days from the date of the closing of the Offering, except for the continuous use of any existing Rule 10b5-1 trading plan and other customary exceptions. Preferred Series F Convertible Stock and Warrant Transaction On June 26, 2022 (the “Series F Closing Date”), the Company entered into a Securities Purchase Agreement (the “Series F Agreement”) with Alpha Capital Anstalt (“Alpha”). Pursuant to the terms of the Series F Agreement, the Board of Directors of the Company (the “Board”) designated a new series of Preferred Stock, the Series F 5% Preferred Convertible Stock (“Series F”), and authorized the sale and issuance of up to 35,000 shares of Series F. The Company issued to Alpha 10,000 shares of Series F for an aggregate purchase price and gross proceeds of $ 10,000,000 , however the company received proceeds of $ 9,920,000 net of issuance costs. The 10,000 shares of Series F are convertible into 16,129,032 shares of Common Stock at $ 0.62 per share, subject to adjustment. Alpha will be entitled to receive cumulative dividends at the rate per share (as a percentage of the $ 1,000 stated par value per share of Series F) of 5 % per annum, payable on January 1, April 1, July 1 and October 1, beginning on the first conversion date and subsequent conversion dates. In connection with the Series F Agreement, the Company issued a warrant to Alpha to purchase 16,129,032 shares of Common Stock, par value $ 0.001 per share (“Series F Warrants”) with an exercise price equal to $ 0.96 , subject to adjustment, per share of Common Stock. The Series F Warrant, and the shares of Common Stock underling the Series F Warrant are collectively referred to as the “Series F Warrant Shares”. The Series F Warrant was not exercisable for the first six months after its issuance and has a three-year term from its exercise date. Upon exercise of the Series F Warrants in full by Alpha, the Company would receive additional gross proceeds of approximately $ 10,000,000 . AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) Note 7 – Stockholders’ Equity – Continued Alpha has the right, subject to certain conditions, including shareholder approval, which was obtained on February 3, 2023, to purchase up to $ 25,000,000 of additional shares of Series F and Series F Warrants (collectively the “Series F Option”). The Series F Option will be available for a period of eighteen months after such shareholder approval at a purchase price equal to the average of the volume weighted average price for three trading days prior to the date that Alpha gives notice to the Company that it will exercise the Series F Option. Commencing from the Series F Closing Date and for a period of six months thereafter, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock equivalents for cash consideration, indebtedness or a combination of units thereof (a “Subsequent Financing”), Alpha will have the right to participate in up to an amount of the Subsequent Financing equal to 50% of the Subsequent Financing on the same terms, conditions and price provided for in the Subsequent Financing. Preferred Stock has no voting rights, except that the Company shall not undertake certain corporate actions as set forth in the Certificate of Designation that would materially impact the holders of Preferred Stock without their consent. On December 6, 2022, upon the issuance of the promissory note and common stock warrants with an exercise price of $ 0.44 (see Note 6), a down round or anti-dilution trigger event occurred resulting in the conversion rate on the Series F and the exercise price of the Series F Warrants issued with the Series F adjusting down to $0.44 from $ 0.62 and $ 0.96 , respectively (the “December Down Round Trigger”). The December Down Round Trigger resulted in the Company recognizing a deemed dividend on the common stock warrants and Series F of $ 565,161 and $ 1,680,216 , respectively, or aggregate deemed dividend of $ 2,245,377 , for the incremental value to the warrant and Series F holder resulting from the reduction in exercise price and conversion price. The deemed dividend on the Series F Warrants represents the difference between fair value of the Series F Warrants under the original terms before the December Down Round Trigger and the fair value of the Series F Warrants after December Down Round Trigger at the reduced exercise price. The fair value of the Series F Warrants was determined using a Black-Scholes pricing model and the following assumptions: expected life of 3 years, volatility of 150 %, risk free rate of 3.77 %, and dividend rate of 0 %. On March 9, 2023, the Company received an Investor Notice from Alpha to purchase an additional 3,000 shares of Series F Convertible Preferred (the “Additional Series F Preferred”). Each share of Additional Series F Preferred is convertible into 2,381 shares of the Company’s Common Stock per $ 1,000 Stated Value per share of Series F Preferred Stock, at a conversion price of $ 0.42 per share and associated common stock warrants to purchase up to 7,142,715 shares of Common Stock at the exercise price of $ 0.42 per share warrant (the “Additional Warrant”) for an aggregate purchase price of $ 3,000,000 . The Additional Warrant is exercisable upon issuance and has a three-year term. On March 10, 2023, the Company issued and sold the Additional Series F Preferred and the Additional Warrant. As a result of issuing the additional 3,000 shares of Series F Convertible Preferred, a down round or anti-dilution trigger event occurred, resulting in the conversion rate on the Series F and the exercise price of the Series F Warrants issued with the Series F adjusting down to $ 0.42 from $ 0.44 (the “March Down Round Trigger”). The March Down Round Trigger resulted in the Company recognizing a deemed dividend on the common stock warrants and Series F Preferred Stock of $ 38,226 and $ 217,750 , respectively, or aggregate deemed dividend of $ 255,976 , for the incremental value to the warrant and Series F holder resulting from the reduction in exercise price and conversion price. The deemed dividend on the Series F Warrants represents the difference between fair value of the Series F Warrants under the original terms before the March Down Round Trigger and the fair value of the Series F Warrants after March Down Round Trigger at the reduced exercise price. The fair value of the Series F Warrants was determined using a Black-Scholes pricing model and the following assumptions: expected life of 3 years, volatility of 131 %, risk free rate of 4.46 %, and dividend rate of 0 %. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) Note 7 – Stockholders’ Equity – Continued Upon the issuance of the Offering Shares and Warrants on June 8, 2023, a down round or anti-dilution trigger event occurred resulting in the conversion price of the remaining Series F Preferred Stock and the exercise price of the Series F Warrants adjusting down from $ 0.42 per share to $ 0.25 per share (the “June Down Round Trigger”). The June Down Round Trigger resulted in the Company recognizing a deemed dividend on the common stock warrants and Series F Preferred Stock of $ 787,823 and $ 3,867,095 , respectively, or an aggregate deemed dividend of $ 4,654,918 , for the incremental value to the warrant and Series F holder resulting from the reduction in exercise price and conversion price. The deemed dividend on the Series F Warrants represents the difference between fair value of the Series F Warrants under the original terms before the down round trigger and the fair value of the Series F Warrants after down round trigger at the reduced exercise price. The fair value of the Series F Warrants was determined using a Black-Scholes pricing model and the following assumptions: expected life of 2.5 years, volatility of 106 %, risk free rate of 4.28 %, and dividend rate of 0 %. All deemed dividends to the Series F stockholder were recorded as additional paid in capital and an increase to accumulated deficit and as an increase to total comprehensive loss attributable to Common Stockholders in computing earnings per share on the condensed consolidated statements of operations and comprehensive income (loss). During the three and nine months ended September 30, 2023, Alpha converted 750 and 2,588 shares of Series F into 3,000,000 and 7,304,762 shares of Common Stock, respectively. As a result, for the same periods, the Company recorded $ 49,122 and $ 170,277 cumulative dividends, respectively, which are included in accrued expenses on the unaudited condensed consolidated balance sheets, at the rate per share (as a percentage of the $ 1,000 stated par value per share of Series F) of 5% per annum, beginning on the first conversation date of June 30, 2022. As of September 30, 2023, the Company has outstanding common stock warrants of 48,351,747 with an exercise prices ranging from $ .25 - $ .38 and a weighted-average contractual term remaining of 3.79 At-the-Market Sales Agreement In accordance with a May 25, 2021, at-the-market Sales Agreement with Stifel, Nicolaus & Company, Incorporated and Raymond James & Associates, Inc. as sales agents, the Company sold 4,251,151 shares of Common Stock at a share price between $ 1.04 and $ 1.18 , for proceeds of $ 4,583,341 , net of issuance costs of $ 141,754 , in 2022. For the three and nine months ended September 30, 2023, there were no at-the-market sales. Acquisition of senseFly In accordance with the terms of the senseFly S.A. Purchase Agreement, the Company issued 1,927,407 shares of Common Stock to Parrot Drones S.A.S.(“Parrot”) in January 2022 having an aggregate value of $ 3,000,000 , based on a volume weighted average trading price of the Common Stock over a ten consecutive trading day period prior to the date of issuance of the shares of Common Stock to Parrot. Acquisition of Measure Pursuant to the terms of the Measure Acquisition Purchase Agreement (the “Purchase Agreement”) the Company issued an aggregate of 5,319,145 shares of the Company’s common stock to the Sellers of Measure as part of the consideration for the acquisition, of which 997,338 shares were held back (the “Heldback Shares”) to cover post-closing indemnification claims and to satisfy any purchase price adjustments (see also disclosure above). Pursuant to the terms of the Purchase Agreement, the Heldback Shares were scheduled to be released in three tranches, on the 12-month, 18-month and 24-month anniversary of the closing date of the acquisition. The Company made a claim for indemnification against the Heldback Shares. Pursuant to the Settlement Agreement entered on August 22, 2022 the Company released all the Measure shares held in escrow along with any disputes regarding the 997,338 Heldback Shares. As a result, 498,669 of the Heldback Shares were released to the Measure Sellers with the remaining 498,669 Heldback Shares being cancelled by the Company which reduced the issued and outstanding common stock and causing an increase to stockholders’ equity of $ 2,812,500 . AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) Note 7 – Stockholders’ Equity – Continued Exercise of Common Stock Options For the three and nine months ended September 30, 2023, there was no exercise of stock options. For the three and nine months ended September 30, 2022, 35,000 and 185,000 shares of Common Stock were issued respectively in connection with the exercise of stock options previously granted at exercise price between $ 0.31 and $ 0.41 resulting in gross proceeds of $ 74,350 . Stock-based Compensation The Company determines the fair value of awards granted under the Equity Plan based on the fair value of its Common Stock on the date of grant. Stock-based compensation expenses related to grants under the Equity Plan are included in general and administrative expenses on the condensed consolidated statements of operations and comprehensive income (loss). For the three and nine months ended September 30, 2023, the Company recorded $ 142,845 and $ 1,125,209 respectively, of stock-based compensation. For the same periods during 2022, $ 556,837 and $ 3,058,741 were recorded, respectively. Pension Costs senseFly S.A. sponsors a defined benefit pension plan (the “Defined Benefit Plan”) covering all its employees. The Defined Benefit Plan provides benefits in the event of retirement, death or disability, with benefits based on age and salary. The Defined Benefit Plan is funded through contributions paid by senseFly S.A. and its employees, respectively. The Defined Benefit Plan assets are Groupe Mutuel Prévoyance (“GMP”), which invests these plan assets in cash and cash equivalents, equities, bonds, real estate and alternative investments. The Projected Benefit Obligation (“PBO”) includes in full the accrued liability for the plan death and disability benefits, irrespective of the extent to which these benefits may be reinsured with an insurer. The actuarial valuations are based on the census data as of December 31, 2022, provided by GMP. The Defined Benefit Plan has a PBO in excess of Defined Benefit Plan liabilities. For the three and nine months ended September 30, 2023, the amounts recognized in accumulated other comprehensive loss related to the Defined Benefit Plan were $ (742 ) and $ 43,302 , respectively. For the three and nine months ended September 30, 2022, the amounts recognized in accumulated other comprehensive income (loss) related to the Defined Benefit Plan were $ 97,846 and $ 100,487 , respectively. Restricted Stock Units For the nine months ended September 30, 2023, a summary of RSU activity is as follows: Schedule of Restricted Stock Unit Activity Shares Weighted Average Grant Date Fair Value Outstanding as of December 31, 2022 1,028,960 $ 2.31 Granted 2,000,645 0.36 Canceled (152,253 ) 1.58 Vested and released (387,456 ) 0.38 Outstanding as of September 30, 2023 2,489,896 $ 1.08 Vested as of September 30, 2023 2,070,174 $ 1.01 Unvested as of September 30, 2023 419,722 $ 1.43 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) Note 7 – Stockholders’ Equity - Continued For the nine months ended September 30, 2023, the aggregate fair value of RSU awards at the time of vesting was $ 710,769 . For the three and nine months ended September 30, 2023, the Company recognized $ 86,905 and $ 821,321 of stock compensation expense, respectively, and had approximately $ 72,542 of unrecognized stock-based compensation expense related to RSUs, which will be amortized over approximately 15 months. For the nine months ended September 30, 2022, a summary of RSU activity is as follows: Shares Weighted Average Grant Date Fair Value Outstanding as of December 31, 2021 1,147,250 $ 3.78 Granted 457,091 1.18 Canceled (168,250 ) 2.81 Vested and released (429,107 ) 3.44 Outstanding as of September 30, 2022 1,006,984 $ 2.90 Vested as of September 30, 2022 377,617 $ 3.72 Unvested as of September 30, 2022 629,367 $ 2.41 For the nine months ended September 30, 2022, the aggregate fair value of RSU awards at the time of vesting was $ 538,198 . For the three and nine months ended September 30, 2022, the Company recognized $ 221,925 and $ 1,786,517 of stock compensation expense, respectively, and had approximately $ 540,635 of unrecognized stock-based compensation expense related to RSUs, which will be amortized over approximately 13 months. Issuance of RSUs to Current Officers and Directors of the Company On September 29, 2023, upon recommendation of the Compensation Committee of the Board (“Compensation Committee”), in lieu of the payment of $ 15,000 for each Board member or a total of $ 45,000 as quarterly cash compensation, three (3) non-executive directors each received 88,235 , totaling 264,705 RSUs equal to $ 45,000 , which were immediately vested, also in lieu of the issuance of stock options for the purchase of 30,000 shares of common stock, for each of these three (3) non-executive directors received a total of 90,000 in restricted stock awards, which vested immediately for a fair value of $ 15,300 in the aggregate or $ 5,100 each. On May 11, 2023, upon recommendation of the Compensation Committee of the Board (“Compensation Committee”), the Board granted to the officers of the Company in connection with the 2022 executive compensation plan 968,690 RSUs, which vested immediately. On March 29, 2023, upon recommendation of the Compensation Committee, the Board granted to the officers of the Company in connection with the 2022 executive compensation plan 640,000 RSUs, which vested immediately. For the three and nine months ended September 30, 2023, the Company recognized stock-based compensation expense of $ 60,300 and $ 700,205 , respectively, based upon the market price of its Common Stock between $ 0.17 and $ 0.42 per share on the date of grant of these RSUs. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) Note 7 – Stockholders’ Equity – Continued Stock Options For the nine months ended September 30, 2023, a summary of the options activity is as follows: Summary of Options Activity Shares Weighted Average Exercise Price Weighted Average Fair Value Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding as of December 31, 2022 2,561,231 $ 2.18 $ 1.19 3.33 $ 31,124 Granted 325,000 0.32 0.15 3.02 — Expired/Forfeited (108,499 ) 4.46 2.47 — — Outstanding as of September 30, 2023 2,777,732 $ $ 1.88 $ 1.02 2.84 $ 6,194 Exercisable as of September 30, 2023 2,297,691 $ 2.18 $ 1.18 2.53 $ 6,194 For the three and nine months ended September 30, 2023, the Company recognized $ 55,940 and $ 303,888 , respectively, of stock compensation expense and had approximately $ 100,971 of total unrecognized compensation cost related to stock options, which will be amortized through September 30, 2025. For the nine months ended September 30, 2022, a summary of the options activity is as follows: Shares Weighted Average Exercise Price Weighted Average Fair Value Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding as of December 31, 2021 2,541,667 $ 2.88 $ 1.57 4.27 $ 1,244,029 Granted 395,000 0.76 0.36 3.02 — Exercised (185,000 ) 0.40 0.29 — 10,750 Expired/Forfeited (267,294 ) 6.22 3.34 — — Outstanding as of September 30, 2022 2,484,373 $ 2.37 $ 1.29 3.47 $ 89,334 Exercisable as of September 30, 2022 1,836,095 $ 2.42 $ 1.33 3.16 $ 89,334 For the three and nine months ended September 30, 2022, the Company recognized $ 345,606 and $ 1,272,226 , respectively, in stock compensation expense, and had $ 741,497 of total unrecognized compensation cost related to stock options, which will be amortized over approximately 27 months. Intrinsic value is measured using the fair market value at the date of exercise (for shares exercised) or as of September 30, 2023 (for outstanding options), less the applicable exercise price. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) Note 7 – Stockholders’ Equity – Continued For the nine months ended September 30, 2023 and 2022, the significant assumptions relating to the valuation of the Company’s stock options granted were as follows: Schedule of Significant Weighted Average Assumptions September 30, 2023 2022 Stock price $ 0.32 $ 0.46 Dividend yield — % — % Expected life (years) 3.02 3.02 Expected volatility 63.64 % 69.84. % Risk-free interest rate 4.22 % 3.25 % Issuances of Options to Officers On September 30, 2023, the Company issued to officers options to purchase 50,000 shares of Common Stock at an exercise price of $ 0.17 per share, which vests over a period of two years from the date of grant and expires on September 29, 2028. The Company determined the fair market value of these unvested options to be $ 3,750 . For the three and nine months ended September 30, 2023, the Company recognized stock-based compensation expense of $ 5 , respectively, based upon the fair value market price of $ 0.08 . On June 30, 2023, the Company issued to directors and officers options to purchase 125,000 shares of Common Stock at an exercise price of $ 0.23 per share, which vests over a period of two years from the date of grant and expires on June 29, 2028. The Company determined the fair market value of these unvested options to be $ 13,000 . For the three and nine months ended September 30, 2023, the Company recognized stock-based compensation expense of $ 1,625 and $ 1,642 , respectively, based upon the fair value market price of $ 0.10 . On March 31, 2023, the Company issued to directors and officers options to purchase 150,000 shares of Common Stock at an exercise price of $ 0.45 per share, which vests over a period of two years from the date of grant, and expire on March 30, 2028. The Company determined the fair market value of these unvested options to be $ 31,350 . For the three and nine months ended September 30, 2023, the Company recognized stock-based compensation expense of $ 3,919 and $ 7,880 , respectively, based upon the fair value market price of $ 0.21 . Cancellations of Options For the three and nine months ended September 30, 2023, as a result of employee terminations and options expirations, stock options aggregating 51,250 and 108,499 , respectively, with fair market values of approximately $ 91,453 and $ 267,726 , respectively, were cancelled. For the three and nine months ended September 30, 2022, as a result of employee terminations and options expirations, stock options aggregating 67,875 and 267,294 , respectively, with fair market values of approximately $ 237,926 and $ 892,227 , respectively, were cancelled. | Note 10 – Equity Stockholders’ Equity Capital Stock Issuances Preferred Series F Convertible Stock On June 26, 2022 (the “Series F Closing Date”), the Company entered into a Securities Purchase Agreement (the “Series F Agreement”) with Alpha Capital Anstalt (“Alpha”). Pursuant to the terms of the Series F Agreement, the Board of Directors of the Company (the “Board”) designated a new series of Preferred Stock, the Series F 5% Preferred Convertible Stock (“Series F”), and authorized the sale and issuance of up to 35,000 10,000 10,000,000 9,920,000 16,129,032 0.62 1,000 5 In connection with the Series F Agreement the Company issued a warrant to Alpha to purchase 16,129,032 0.001 0.96 10,000,000 Alpha has the right, subject to certain conditions, including shareholder approval, to purchase up to $ 25,000,000 Commencing from the Series F Closing Date and for a period of six months thereafter, upon any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock equivalents for cash consideration, indebtedness or a combination of units thereof (a “Subsequent Financing”), Alpha will have the right to participate in up to an amount of the Subsequent Financing equal to 50% of the Subsequent Financing on the same terms, conditions and price provided for in the Subsequent Financing. The Preferred Stock has no voting rights, except that the Company shall not undertake certain corporate actions as set forth in the Certificate of Designation that would materially impact the holders of Preferred Stock without their consent. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 10 – Equity-Continued As of December 31, 2022, Alpha had converted 4,137 6,804,545 172,596 1,000 5 On December 6, 2022, upon the issuance of the promissory note and common stock warrants with an exercise price of $ 0.44 0.44 0.62 0.96 565,161 1,680,216 2,245,377 The deemed dividend on the Series F Warrants represents the difference between fair value of the Series F Warrants under the original terms before the Down Round Trigger and the fair value of the Series F Warrants after Down Round Trigger at the reduced exercise price. The fair value of the Series F Warrants was determined using a Black-Scholes pricing model and the following assumptions: expected life of 3 150 3.77 0 The deemed dividend on the Series F was determined by computing the additional incremental shares, if converted, resulting from the reduction in the conversion price and the market price of common stock of $ 0.42 The deemed dividend to the Series F stockholder was a recorded as additional paid in capital and an increase to accumulated deficit and as an increase to total comprehensive loss attributable to Common Stockholders in computing earnings per share on the consolidated statements of operations. At-the-Market Sales Agreement In accordance with a May 25, 2021 at-the-market Sales Agreement with Stifel, Nicolaus & Company, Incorporated and Raymond James & Associates, Inc. as sales agents, the Company sold 4,251,151 1.04 1.18 4,583,341 141,754 30,868,703 Securities Purchase Agreement Dated December 31, 2020 For the year ended December 31, 2021, we raised capital of $ 6,313,943 1,057,214 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 10 – Equity-Continued Securities Purchase Agreement Dated August 4, 2020 / Exercise of Warrants On August 4, 2020, the Company and an Investor entered into a securities purchase agreement (the “August Purchase Agreement”) pursuant to which the Company agreed to sell to the Investor in a registered direct offering 3,355,705 2,516,778 3.30 9,900,000 100,000 8,305,368 The purchase price for each share of Common Stock is $ 2.98 8,305,368 Acquisition of MicaSense On April 27, 2021, the Company issued 540,541 3,000,000 Acquisition of Measure Pursuant to the terms of the Measure Acquisition Purchase Agreement (the “Purchase Agreement”) the Company issued an aggregate of 5,319,145 997,338 24,375,000 Pursuant to the terms of the Purchase Agreement, the Heldback Shares were scheduled to be released in three tranches, on the 12-month, 18-month and 24-month anniversary of the closing date of the acquisition. The Company made a claim for indemnification against the Heldback Shares. Pursuant to the Settlement Agreement entered on August 22, 2022, the Company released all the Measure shares held in escrow along with any disputes regarding the 997,338 498,669 498,669 2,812,500 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 10 – Equity-Continued Acquisition of senseFly In accordance with the terms of the senseFly S.A. Purchase Agreement, the Company issued 1,927,407 3,000,000 Consulting Agreement On May 3, 2019, the Company entered into a consulting agreement with GreenBlock Capital LLC (“Consultant”) for purposes of advising on certain business opportunities. On October 31, 2019, the consulting agreement was terminated; however, the Consultant continued to be entitled to receive up to 2,500,000 1,500,000 6.00 0 1,407,000 550,000 2,907,000 Exercise of Common Stock Options For the year ended December 31, 2022, 185,000 0.31 0.41 74,350 505,167 0.15 2.65 122,970 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 10 – Equity-Continued Stock-Based Compensation The Company determines the fair value of awards granted under the Equity Plan based on the fair value of its Common Stock on the date of grant. Stock-based compensation expenses related to grants under the Equity Plan are included in general and administrative expenses on the consolidated statements of operations and comprehensive loss. 2017 Omnibus Equity Incentive Plan On March 26, 2018, the 2017 Omnibus Equity Incentive Plan (the “Equity Plan”) became effective. Under the Equity Plan, the Company may grant equity-based and other incentive awards to officers, employees, and directors of, and consultants and advisers to, the Company. The purpose of the Equity Plan is to help the Company attract, motivate, and retain such persons and thereby enhance shareholder value. The Equity Plan shall continue in effect, unless sooner terminated, until the tenth (10th) anniversary of the date on which it is adopted by the Board (except as to awards outstanding on that date). The Board in its discretion may terminate the Equity Plan at any time with respect to any shares for which awards have not theretofore been granted; provided, however, that the Equity Plan’s termination shall not materially and adversely impair the rights of a holder, without the consent of the holder, with respect to any award previously granted. On June 18, 2019, at the Annual Meeting of Shareholders of the Company, the shareholders approved a proposal to increase the number of shares of Common Stock reserved for issuance under the Equity Plan from 2,000,000 3,000,000 On July 15, 2020, the Company held its 2020 annual meeting of stockholders and approved a proposal to increase the number of shares of Common Stock reserved for issuance under the Equity Plan from 3,000,000 4,000,000 The number of shares for which awards which are options or stock appreciation rights (“SARs”) may be granted to a participant under the Equity Plan during any calendar year is limited to 500,000. For purposes of qualifying awards as “performance-based” compensation under Code Section 162(m), the maximum amount of cash compensation that may be paid to any person under the Equity Plan in any single calendar year shall be $500,000. On June 16, 2021, the Company held its 2021 annual meeting of stockholders and approved a proposal to increase the number of shares of Common Stock reserved for issuance under the Equity Plan from 4,000,000 10,000,000 The number of shares for which awards which are options or SARs may be granted to a participant under the Equity Plan during any calendar year is limited to 500,000. For purposes of qualifying awards as “performance-based” compensation under Code Section 162(m), the maximum amount of cash compensation that may be paid to any person under the Equity Plan in any single calendar year shall be $500,000. The Company determines the fair value of awards granted under the Equity Plan based on the fair value of its Common Stock on the date of grant. Stock-based compensation expenses related to grants under the Equity Plan are included in general and administrative expenses on the consolidated statements of operations. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 10 – Equity-Continued Restricted Stock Units For the year ended December 31, 2022, a summary of RSU activity is as follows: Schedule of Restricted Stock Unit Activity Shares Weighted Average Grant Date Fair Value Outstanding as of December 31, 2021 1,147,250 $ 3.78 Granted 749,067 0.93 Canceled (271,000 ) 2.79 Vested and released (596,357 ) 3.18 Outstanding as of December 31, 2022 1,028,960 $ 2.31 Vested as of December 31, 2022 471,484 $ 3.23 Unvested as of December 31, 2022 557,476 $ 1.53 For the year ended December 31, 2022, the aggregate fair value of RSUs at the time of vesting was $ 697,361 As of December 31, 2022, the Company had $ 425,878 1,780,234 For the year ended December 31, 2021, a summary of RSU activity is as follows: Shares Weighted Average Grant Date Fair Value Outstanding as of December 31, 2020 100,000 $ 1.34 Granted 1,392,402 3.99 Canceled (91,667 ) 5.40 Vested and released (253,485 ) 3.39 Outstanding as of December 31, 2021 1,147,250 $ 3.78 Vested as of December 31, 2021 325,845 $ 5.34 Unvested as of December 31, 2021 821,405 $ 3.16 For the year ended December 31, 2021, the aggregate fair value of RSUs at the time of vesting was $ 5,555,503 As of December 31,2021, the Company had approximately $ 2,138,000 2,851,253 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 10 – Equity-Continued Issuance of RSUs to Officers Brandon Torres-Declet On June 13, 2022, the Company released 354,107 125,000 75,000 111,607 42,500 For the year ended December 31, 2022, the Company recognized stock-based compensation expense of $ 125,000 1.12 111,607 2,500 48,025 1.13 545,216 5.40 2.94 125,000 75,000 Michael Drozd On May 24, 2021, and as a part of a separation agreement between the Company and Mr. J. Michael Drozd (“Mr. Drozd”), the Company’s former Chief Executive Officer, the Company issued to Mr. Drozd 145,152 680,765 4.69 On April 19, 2021, the Board, upon recommendation of the Compensation Committee of the Board (“Compensation Committee”), approved awards of 100,000 540,000 5.40 91,667 8,333 44,998 Jesse Stepler On April 19, 2021, the Board approved, in connection with the Measure Acquisition, an award of 10,000 54,000 37,824 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 10 – Equity-Continued Issuances to Current Officers of Company On April 11, 2022, the Company granted an officer 46,367 46,831 1.01 46,367 46,831 1.01 On March 1, 2022, upon recommendation of the Compensation Committee of the Board (“Compensation Committee”) the Board, in connection 2021 executive compensation plan granted an officer of the Company was granted 62,500 68,750 1.10 On January 1, 2022, upon recommendation of the Compensation Committee, the Board issued to an officer two grants of 50,000 44,840 78,500 1.57 On November 1, 2021, upon recommendation of the Compensation Committee, the Board issued to Ms. Nicole Fernandez-McGovern, CFO and EVP of Operations of the Company, a grant of 75,000 220,500 2.94 146,951 72,362 On May 4, 2021, upon recommendation of the Compensation Committee, the Board issued to Ms. Fernandez-McGovern of 111,250 640,800 5.76 On April 19, 2021, the Board, upon recommendation of the Compensation Committee, approved awards of 125,000 675,000 5.40 202,147 472,853 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 10 – Equity-Continued Stock Options For the year ended December 31, 2022, a summary of the options activity is as follows: Summary of Options Activity Shares Weighted Average Exercise Price Weighted Average Fair Value Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding as of December 31, 2021 2,541,667 $ 2.88 $ 1.57 4.27 $ 1,244,029 Granted 512,065 0.66 0.32 3.02 — Exercised (185,000 ) 0.40 0.29 — — Expired/Forfeited (307,501 ) 6.47 3.46 — — Outstanding as of December 31, 2022 2,561,231 $ 2.18 $ 1.19 3.33 $ 31,124 Exercisable as of December 31, 2022 2,046,309 $ 2.37 $ 1.30 3.06 $ 31,124 As of December 31, 2022, the Company has $ 376,797 1,640,430 Intrinsic value is measured using the fair market value at the date of exercise (for shares exercised) or as of December 31, 2022 (for outstanding options), less the applicable exercise price. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 10 – Equity-Continued For the year ended December 31, 2021, a summary of the options activity is as follows: Shares Weighted Average Exercise Price Weighted Average Fair Value Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding as of December 31, 2020 2,255,267 $ 1.46 $ 0.82 5.31 $ 10,247,548 Granted 1,049,500 5.31 2.85 3.01 — Exercised (513,500 ) 0.24 0.15 — 675,363 Expired/Forfeited (249,600 ) 5.50 2.96 — 7,277 Outstanding as of December 31, 2021 2,541,667 $ 2.88 $ 1.57 4.27 $ 1,244,029 Exercisable as of December 31, 2021 1,548,083 $ 1.97 $ 1.10 4.14 $ 1,178,340 As of December 31, 2021, the Company had approximately $ 2,036,000 1,657,221 Intrinsic value is measured using the fair market value at the date of exercise (for shares exercised) or as of December 31, 2021 (for outstanding options), less the applicable exercise price. For the year ended December 31, 2022, and 2021, the significant weighted average assumptions relating to the valuation of the Company’s stock options granted were as follows: Schedule of Significant Weighted Average Assumptions 2022 2021 Year Ended December 31, 2022 2021 Stock price $ 0.66 $ 5.31 Dividend yield — % — % Expected life (years) 3.02 3.01 Expected volatility 69.49 % 83.88 % Risk-free interest rate 3.47 % 0.47 % Issuances of Options to Officers and Directors For the year ended December 31, 2022, the Company issued to directors and officers options to purchase 512,065 0.17 0.56 162,663 60,515 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 10 – Equity-Continued For the year ended December 31, 2021, the Company issued to directors and officers to purchase 580,000 0.84 3.37 1,231,400 678,660 286,312 Prior to January 1, 2021, the Company previously issued to directors and officers options to purchase 2,743,580 0.04 3.18 453,356 684,950 Cancellations of Options During the year ended December 31, 2022, as a result of employee terminations and options expirations, stock options aggregating 307,501 1,063,673 257,932 764,034 |
Leases
Leases | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Leases | ||
Leases | Note 8 – Leases Operating Leases In May 2023, the Company executed a sublease agreement for their facility located in Seattle, Washington; however, the Company remains the primary obligor under the original lease. The sublease commenced June 1, 2023 and requires a total of $ 433,137 rental payments over a thirty-two-month term. Due to the anticipated sublease income being less than the total rental payments required on the primary lease, we recorded an impairment charge on the right-of-use asset associated with this lease of $ 79,287 which has been included on the accompanying condensed consolidated statements of operations and comprehensive income (loss) as a lease impairment charge which is included in “Impairment” on the accompanying condensed consolidated statement of operations and comprehensive loss (income). During the nine months ended September 30, 2023, we recognized $ 24,284 of rental income on the straight-line basis as an offset to rent expenses within general and administrative expenses. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) Note 8 – Leases – Continued For the three and nine months ended September 30, 2023, and 2022, operating lease expense payments were $ 267,745 and $ 791,558 , respectively, and $ 326,542 and $ 1,254,893 , respectively. Operating lease expense payments are included in general and administrative expenses on the condensed consolidated statements of operations and comprehensive income (loss). As of September 30, 2023 and December 31, 2022, balance sheet information related to the Company’s operating leases is as follows: Schedule of Company's Operating Leases Balance Sheet Location September 30, 2023 December 31, 2022 Right of use assets $ 3,498,051 $ 3,952,317 Current portion of lease liabilities $ 840,535 $ 628,113 Long-term portion lease liabilities $ 2,756,056 $ 3,161,703 As of September 30, 2023, scheduled future maturities of the Company’s lease liabilities are as follows: Schedule of Future Maturities Lease Liabilities Year Ending December 31, 2023 (rest of year) $ 312,009 2024 1,032,155 2025 1,038,228 2026 816,405 2027 730,781 Thereafter 182,695 - - Total future minimum lease payments, undiscounted 4,112,273 Less: Amount representing interest (515,682 ) Present value of future minimum lease payments $ 3,596,591 Present value of future minimum lease payments – current $ 840,535 Present value of future minimum lease payments – long-term $ 2,756,056 As of September 30, 2023 and December 31, 2022, the weighted average lease-term and discount rate of the Company’s leases are as follows: Schedule of Weighted Average Lease-term and Discount Rate Leases Other Information September 30, 2023 December 31, 2022 Weighted-average remaining lease terms (in years) 4.1 4.8 Weighted-average discount rate 6.0 % 6.0 % For the three and nine months ended September 30, 2023 and 2022, supplemental cash flow information related to leases is as follows: Schedule of Cash Flow Supplemental Information Other Information 2023 2022 2023 2022 For the Three Months Ended For the Nine Months Ended Other Information 2023 2022 2023 2022 Cash paid for amounts included in the measurement of liabilities: Operating cash flows for operating leases $ 262,445 $ 326,542 $ 790,783 $ 1,245,893 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) | Note 13 – Leases Operating Leases The Company determines if an arrangement is or contains a lease at contract inception and recognizes a right-of-use asset and a lease liability at the lease commencement date. Leases with an initial term of twelve months or less, but greater than one month, are not recorded on the balance sheet for select asset classes. The lease liability is measured at the present value of future lease payments as of the lease commencement date, or the opening balance sheet date for leases existing at adoption of ASC 842. The right-of-use asset recognized is based on the lease liability adjusted for prepaid and deferred rent and unamortized lease incentives. Right-of-use assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease terms at the commencement dates. The Company uses its incremental borrowing rates as the discount rate for its leases, which is equal to the rate of interest the Company would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. The incremental borrowing rate for all existing leases as of the opening balance sheet date was based upon the remaining terms of the leases; the incremental borrowing rate for all new or amended leases is based upon the lease terms. The lease terms for all the Company’s leases include the contractually obligated period of the leases, plus any additional periods covered by options to extend the leases that the Company is reasonably certain to exercise. Certain adjustments to the right-of-use asset may be required for items such as initial direct costs paid or incentives received. The components of a lease are split into three categories: lease components, non-lease components and non-components; however, the Company has elected to combine lease and non-lease components into a single component. Operating lease expense is recognized on a straight-line basis over the lease term and is included in general and administrative expense on the consolidated statement of operations. Variable lease payments are expensed as incurred. The Company has an operating lease in Wichita, Kansas, which serves as its corporate offices. The lease commencement date was November 1, 2020, and will expire on October 31, 2023, unless sooner terminated or extended. The estimated cash rent payments due through the expiration of this operating lease total $ 82,500 As a result of the MicaSense Acquisition, the Company assumed an operating lease for office space in Seattle, Washington that expires in January 2026 with a 3 682,000 As a result of the Measure Acquisition, the Company assumed the operating leases for office space in Washington, D.C. and Austin, Texas. The prior operating lease in Washington, D.C. expired in September 2021 and the operating lease in Austin, Texas expired in December 2021. The Company signed a new operating lease agreement for its office space in Washington, D.C. in July 2021, beginning on October 1, 2021 and expired in December 2022 and was not renewed. Additionally, the Company signed a new operating lease agreement for its office space in Austin, Texas commencing in August 2021 and expired in December 2022 and was not renewed. No cash rent payments are due through the expiration of these two operating leases. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 13 – Leases As a result of the senseFly Acquisition, the Company assumed the operating leases for office spaces in Raleigh, North Carolina and Lausanne, Switzerland. The operating lease in Raleigh will expire in June 2023 and while the operating lease in Lausanne was set to expire in April 2023; the Company was required to notify the landlord of its intention to not renew the lease in March 2022. The Company neglected to provide such notification; therefore, a five year renewal option was automatically triggered in March 2022. Therefore, the Lausanne lease is now set to expire in April 2028. The estimated cash rent payments due through the expiration of these three operating leases total approximately $ 4,384,689 As of December 31, 2022 and 2021, balance sheet information related to the Company’s operating leases is as follows: Schedule of Company's Operating Leases December 31, Balance Sheet Location 2022 2021 Right of use asset Right of use asset $ 3,952,317 $ 2,019,745 Current portion of operating lease liability Current portion of operating lease liabilities $ 628,113 1,235,977 Long-term portion of operating lease liability Long-term portion of operating lease liabilities $ 3,161,703 $ 942,404 For the years ended December 31, 2022 and 2021, operating lease expense payments were $ 1,287,143 532,892 As of December 31, 2022, scheduled future maturities of the Company’s lease liabilities are as follows: Schedule of Future Maturities Lease Liabilities Year Ending December 31, 2023 $ 840,348 2024 945,271 2025 951,344 2026 742,855 2027 723,901 Thereafter 180,970 Total future minimum lease payments, undiscounted 4,384,689 Less: Amount representing interest (594,873 ) Present value of future minimum lease payments $ 3,789,816 Present value of future minimum lease payments – current $ 628,113 Present value of future minimum lease payments – long-term $ 3,161,703 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 13 – Leases As of December 31, 2022 and 2021, the weighted average lease-term and discount rate of the Company’s leases are as follows: Schedule of Weighted Average Lease-term and Discount Rate Leases Year ended December 31, 2022 2021 Other Information Weighted-average remaining lease terms (in years) 4.8 2.3 Weighted-average discount rate 6.0 % 6.0 % For the years ended December 31, 2022 and 2021, supplemental cash flow information related to leases is as follows: Schedule of Cash Flow Supplemental Information Year ended December 31, 2022 2021 Other Information Cash paid for amounts included in the measurement of liabilities: Operating cash flows for operating leases $ 1,614,468 $ 532,892 Lease liabilities related to the acquisition of right of use assets: Operating leases $ — $ 2,196,370 |
Warrants
Warrants | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Guarantees and Product Warranties [Abstract] | ||
Warrants | Note 9 – Warrants Warrants Issued On June 5, 2023, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited and institutional investors (the “Investors”) pursuant to which the Company issued warrants to purchase up to 25,080,000 shares of common stock (the “Warrants”), exercisable at $ 0.38 per share (the “Offering”) (see Note 7 for further disclosures). On March 9, 2023, the Company received an Investor Notice from Alpha (described above in Note 8) resulting in the issuance of a Common Stock warrant to purchase up to 7,142,715 shares of Common Stock at the exercise price of $ 0.42 per share warrant (the “Additional Warrant”) for an aggregate purchase price of $ 3,000,000 . The Additional Warrant is exercisable upon issuance and has a three-year term. On March 10, 2023, the Company issued and sold the Additional Series F Preferred along with the associated Additional Warrant. On June 5, 2023, upon entering the Purchase Agreement a Down Round was triggered reducing the exercise price of the Additional Warrant to $ 0.25 . On December 6, 2022, the Company entered into a Promissory Note Purchase Agreement (described above in Note 7), pursuant to which the Company issued the right to purchase up to 5,000,000 shares of Common Stock at an exercise price of $ 0.44 per share (see Note 8 for further disclosures), subject to standard anti-dilution adjustments. The Promissory Note Warrant was not exercisable for the first six months after issuance and has a five-year term from the initial exercise date of June 6, 2023. On September 15, 2023, the Company and the Investor entered into a Warrant Exchange Agreement pursuant to which the Company has agreed to issue to the Investor 5,000,000 shares of common stock in exchange for the Promissory Note Warrant. The Promissory Note Warrant has since been cancelled and is now no longer outstanding. On June 26, 2022, the Company entered into a Securities Purchase Agreement (described above in Note 7) with Alpha. In connection with the Series F Agreement the Company issued a warrant to Alpha to purchase 16,129,032 shares of Common Stock, par value $ 0.001 per share Series F Warrant with an exercise price equal to $ 0.96 , subject to adjustment, per share of Common Stock. The Series F Warrants were not exercisable for the first six months after its issuance and have a three-year term from its initial exercise date of December 30, 2022. Upon the issuance of the 5,000,000 shares of Common Stock warrants at $ 0.44 per share, the Series F Warrant exercise price was reduced to $ 0.44 , the warrants were further reduced in March upon issuance of additional Series F Preferred shares to $ 0.42 and in June to $ 0.25 upon entering the Purchase Agreement (see Note 7 for explanation regarding the December, March and June Down Rounds along with any other further disclosures related to Series F Preferred Stock). A summary of activity related to warrants for the periods presented is as follows: Schedule of Summary of Activity Related to Warrants Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Outstanding as of December 31, 2021 — $ — — Issued 21,129,032 0.29 * — Exercised — — — Outstanding as of December 31, 2022 21,129,032 $ 0.29 * — Issued - March 2023 7,142,715 0.25 * — Issued - June 2023 25,080,000 0.38 — Exercised (5,000,000 ) 0.44 — Outstanding as of September 30, 2023 48,351,747 0.32 * 3.81 Exercisable as of September 30, 2023 23,271,747 0.25 * 2.31 * Reflects the exercise price after the Down Round Trigger events on December 6, 2022, March 9, 2023, and June 6, 2023 (see Note 7). As of September 30, 2023, the intrinsic value of the warrants was nil . AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) | Note 12 – Warrants Warrants Issued On December 6, 2022, the Company entered into a purchase agreement, described above in Note 9, pursuant to which the Company agreed to issue to the Investor in a registered direct offering a warrant to purchase up to 5,000,000 0.44 In connection with the sales of Series F Preferred Stock (see Note 10), the Company issued a warrant to the investor to purchase 16,129,032 0.001 0.96 5,000,000 0.44 0.44 Upon exercise of the Series F Warrants in full by the investor, the Company would receive additional gross proceeds of approximately $ 7,100,000 Warrant Conversions On February 8, 2021, the Company received $ 8,305,368 2,516,778 3.30 As of December 31, 2021, there were no warrants outstanding. As of December 31, 2022, the intrinsic value of the warrants was nil. A summary of activity related to warrants for the periods presented is as follows: Schedule of Summary of Activity Related to Warrants Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Outstanding as of December 31, 2020 2,516,778 $ 3.30 0.83 Issued — — — Exercised (2,516,778 ) 3.30 — Outstanding as of December 31, 2021 — $ — — Issued 21,129,032 $ 0.44 * - Exercised — — — Outstanding as of December 31, 2022 21,129,032 $ 0.44 * 3.06 Exercisable as of December 31, 2022 — — — * Reflects the exercise price after the Down Round Trigger event on December 6, 2022 (see Notes 9 and 10). AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 10 – Commitments and Contingencies Existing Employment and Board Agreements The Company has various employment agreements with certain of its executive officers and directors that serve as Board members, which it considers normal and in the ordinary course of business. The Company has no other formal employment agreements with our executive officers, nor any compensatory plans or arrangements resulting from the resignation, retirement, or any other termination of our named executive officers, from a change-in-control, or from a change in any executive officer’s responsibilities following a change-in-control. However, it is possible that the Company will enter into formal employment agreements with its executive officers in the future. Purchase Commitments The Company routinely places orders for manufacturing services and materials. As of September 30, 2023, the Company had purchase commitments of $ 2,126,081 . These purchase commitments are expected to be realized during the year ending December 31, 2023. As of December 31, 2022, the Company had purchase commitments of $ 3,155,867 . SEC Administrative Proceeding The Securities and Exchange Commission announced on September 27,2023 a cease and desist order against officers, directors, and major shareholders of public companies for failing to timely report information about their holdings and transactions in company stock. The charges stem from an SEC enforcement initiative focused on violations of Section 16(a) of the Exchange Act pursuant to which company insiders are required to file certain reports regarding their holdings and transactions in company stock. The Company cooperated with the requests for for documents, and information regarding various transactions and disclosures going back to 2018. On September 27 2023, the SEC issued an Order instituting cease-and-desist proceedings against AgEagle and its former Chief Financial Officer. Without admitting or denying the findings, the Company agreed to cease and desist from further Section 13(a) and Section 16(a) violations and to pay $ 190,000 in civil penalties and, the Company’s former Chief Financial Officer agreed to cease and desist from further Section 16(a) violations and to personally pay $ 125,000 in civil penalties that will not be indemnified by the Company. | Note 14 – Commitments and Contingencies Board Appointments and Departures Ms. Kelly J. Anderson Appointment as Board Member and Chairman of the Audit Committee On December 6, 2022, the Board of Directors of AgEagle appointed Kelly J. Anderson as a Board member to fill the vacancy created by the recent resignation of Luisa Ingargiola, effective December 5, 2022. Ms. Anderson qualifies as an independent director under the corporate governance standards of the NYSE American and meets the financial sophistication requirements of the NYSE American. She also meets the independence requirements of Rule 10A-3 of the Securities Exchange Act of 1934, as amended, and qualifies as an “audit committee financial expert” as such term is currently defined in Item 407(d)(5) of Regulation S-K. Also effective on December 5, 2022, Ms. Anderson was appointed to the Company’s Compensation Committee and Nominating and Corporate Governance Committee and was appointed to chair the Company’s Audit Committee. As compensation for services as an independent director, Ms. Anderson shall receive an annual cash fee of $ 60,000 25,000 five years two years AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 14 – Commitments and Contingencies-Continued Ms. Luisa Ingargiola Departure of Board Member On November 18, 2022, Ms. Luisa Ingargiola resigned as a director, a member of the Compensation Committee and Nominating and Corporate Governance committee, and the chair of the Audit Committee of AgEagle. Ms. Ingargiola’s resignation from the Company’s Board of Directors was not a result of any disagreement with management or any matter relating to the Company’s operations, policies or practices. Executive Appointments and Departures Mr. Michael O’Sullivan Appointment as Chief Commercial Officer On April 11, 2022, Michael O’Sullivan (“Mr. O’Sullivan”) was appointed as the Company’s Chief Commercial Officer, Mr. O’Sullivan will receive an annual base salary of 250,000 30 150,000 87,500 87,500 43,750 43,750 87,500 10,000 two years five years Mr. O’Sullivan is provided with severance benefits in the event of termination without cause or for good reason, as defined in his employment offer letter. Upon execution of a severance agreement entered into between Mr. O’Sullivan and the Company, Mr. O’Sullivan will be entitled to the following benefits: (i) three months of base salary, paid in the form of salary continuation, in accordance with the terms of a Separation Agreement to be entered into at the time of termination; (ii) three months of paid Garden Leave, which is paid in the form of salary continuation, in accordance with the laws of Switzerland; and (iii) a grant of fully-vested RSUs with a fair market value of 150,000 CHF on the date of termination of employment, pursuant to the terms of the separation agreement. The severance benefits are conditioned upon (i) continued compliance in all material respects with Mr. O’Sullivan’s continuing obligations to the Company, including, without limitation, the terms of the amended employment offer letter and of the confidentiality agreement that survive termination of employment with the Company, and (ii) signing (without revoking if such right is provided under applicable law) a separation agreement and general release in a form provided to the executive officer by the Company on or about the date of termination of employment. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 14 – Commitments and Contingencies-Continued Mr. Barrett Mooney Appointment as Chief Executive Officer and Chairman of the Board On January 17, 2022, Mr. Barrett Mooney, the Company’s Chairman of the Board and the Chief Executive Officer immediately preceding Mr. Michael Drozd, was reappointed to serve as the Chief Executive Officer of the Company and to continue in his role as Chairman of the Board. In his role as Chief Executive Officer, Mr. Mooney will receive an annual base salary of $ 380,000 35 350,000 25,000 two years five years Mr. Mooney is provided with severance benefits in the event of termination without cause or for good reason, as defined in her amended employment offer letter. Upon execution of a severance agreement entered into between Mr. Mooney and the Company, Mr. Mooney will be entitled to the following benefits: (i) six months of base salary, paid in the form of salary continuation, in accordance with the terms of a Separation Agreement to be entered into at the time of termination; (ii) reimbursement of COBRA health insurance premiums at the same rate as if the executive officer were an active employee of the Company (conditioned on the executive officer having elected COBRA continuation coverage) for a period of 6 months or, if earlier, until the executive officer is eligible for group health insurance benefits from another employer; and (iii) a grant of fully-vested RSUs with a fair market value of $190,000 on the date of termination of employment, pursuant to the terms of the separation agreement. The severance benefits are conditioned upon (i) continued compliance in all material respects with Mr. Mooney’s continuing obligations to the Company, including, without limitation, the terms of the amended employment offer letter and of the confidentiality agreement that survive termination of employment with the Company, and (ii) signing (without revoking if such right is provided under applicable law) a separation agreement and general release in a form provided to the executive officer by the Company on or about the date of termination of employment. In the event the Board of Directors (the “Board”) determines in its discretion that Mr. Mooney must relocate his principal place of performance of her duties, the Company shall pay and/or reimburse his expenses in connection with such relocation. Mr. Torres Declet Resignation as Chief Executive Officer On January 17, 2022, the Company and Mr. Brandon Torres Declet mutually agreed to Mr. Torres Declet’s resignation as Chief Executive Officer and as a director of the Company. In connection with his departure, and in accordance with his employment agreement with the Company, Mr. Torres Declet will receive base salary continuation equal to six months of his then annual salary, reimbursement of COBRA health insurance premiums for a period of six months at the same rate as if Mr. Torres Declet were an active employee of the Company, and a grant of fully-vested restricted shares of Common Stock of the Company with a fair market value of $ 125,000 111,607 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 14 – Commitments and Contingencies-Continued Appointment as Chief Executive Officer and Chief Operating Officer On April 19, 2021, in connection with the Measure Acquisition, the Board approved the appointment of Mr. Torres Declet as the Company’s Chief Operating Officer. Mr. Declet also served as the President of Measure. Prior to joining the Company, Mr. Declet, co-founded Measure, and since 2014, served as its President. In his position as Chief Operating Officer, Mr. Declet received an annual base salary of $ 225,000 20 125,000 25,000 On May 24, 2021, Mr. Torres Declet was appointed to serve as the new Chief Executive Officer of the Company. Mr. Torres Declet did not continue to serve as the Company’s Chief Operating Officer. On June 11, 2021, the Board upon recommendation of the Compensation Committee, approved an increase in Mr. Torres Declet’s annual base salary from $ 225,000 235,000 20 On November 12, 2021, the Board, in connection with the 2021 senseFly Acquisition and the 2021 Executive Bonus Compensation Plan, approved a bonus of $ 10,000 75,000 On February 7, 2022, the Company’s Board, upon recommendation of the Compensation Committee, approved the 2021 Executive Bonus Award comprising of $ 5,000 42,500 Mr. J. Michael Drozd Resignation as Chief Executive Officer On May 24, 2021, the Company and Mr. J. Michael Drozd (“Mr. Drozd”) mutually agreed to Mr. Drozd’s resignation as Chief Executive Officer, effective immediately (the “Termination Date”). Mr. Drozd resigned to pursue new career opportunities. In connection with his departure, Mr. Drozd and the Company entered into a separation agreement and General Release, dated June 11, 2021 (“Separation Agreement”), pursuant to which, among other things, the Company agreed to and did pay Mr. Drozd the following: (i) his regular base salary at the annual rate of $235,000 through the Termination Date; (ii) an annual performance bonus comprised of $37,130 in cash and 118,500 shares of the Company’s Common Stock, (iii) severance pay equal to six months of his base salary as of the Termination Date; (iv) reimbursement for six months’ of COBRA health insurance premiums at the same rate as if Mr. Drozd were an active employee of the Company; (v) cash payment equal to three days of accrued and unused vacation days; and (vi) 26,652 fully-vested RSUs with a fair value of $125,000 at the date of grant. Additionally, Mr. Drozd’s then outstanding and unvested equity awards continued to be governed by the terms of the applicable award agreements, except that 8,333 of the 100,000 RSUs granted to him on April 19, 2021, in accordance with his employment agreement with the Company, vested on the effective date of the Separation Agreement. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 14 – Commitments and Contingencies-Continued Nicole Fernandez-McGovern Employment Arrangements for Nicole Fernandez-McGovern, Chief Financial Officer On April 19, 2021, the Board of Directors of the Company, upon recommendation of the Compensation Committee, approved changes in the compensation of Mrs. Nicole Fernandez-McGovern (“Mrs. Nicole Fernandez-McGovern”) and entered into an agreement whereby (i) an additional one-time grant of 125,000 15,000 25,000 (i) six months of base salary, paid in the form of salary continuation, in accordance with the terms of a Separation Agreement to be entered into at the time of termination; (ii) reimbursement of COBRA health insurance premiums at the same rate as if the executive officer were an active employee of the Company (conditioned on the executive officer having elected COBRA continuation coverage) for a period of 6 months or, if earlier, until the executive officer is eligible for group health insurance benefits from another employer; and (iii) a grant of fully-vested RSUs with a fair market value of $125,000 on the date of termination of employment, pursuant to the terms of the separation agreement. The severance benefits are conditioned upon (i) continued compliance in all material respects with Mrs. Fernandez-McGovern’s continuing obligations to the Company, including, without limitation, the terms of the amended employment offer letter and of the confidentiality agreement that survive termination of employment with the Company, and (ii) signing (without revoking if such right is provided under applicable law) a separation agreement and general release in a form provided to the executive officer by the Company on or about the date of termination of employment. In the event the Board of Directors (the “Board”) determines in its discretion that Mrs. Fernandez-McGovern must relocate her principal place of performance of her duties, the Company shall pay and/or reimburse her expenses in connection with such relocation. Approval of 2022 Executive Compensation Plan and Awards to Ms. Fernandez-McGovern On February 7, 2022, the Company’s Board, upon recommendation of the Compensation Committee, approved the 2021 Executive Bonus Award comprising of $ 10,000 62,500 Additionally, on February 7, 2022, the Company’s Board, upon recommendation of the Compensation Committee, approved the adoption of its 2022 Executive Compensation Plan pursuant to which, if all performance milestones related to the Company’s operational, financial, and strategic targets are met, Mrs. Fernandez-McGovern will be eligible to receive the following:(i) an annual cash bonus of up to 35 300,000 50,000 50,000 25,000 two years five years AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 14 – Commitments and Contingencies-Continued On November 12, 2021, the Board, in connection with the 2021 senseFly Acquisition and the 2021 executive compensation plan, approved a spot bonus of cash bonus of $ 10,000 75,000 The Company has various employment agreements with various employees of the The Company has no other formal employment agreements with our executive officers, nor any compensatory plans or arrangements resulting from the resignation, retirement, or any other termination of our named executive officers, from a change-in-control, or from a change in any executive officer’s responsibilities following a change-in-control. However, it is possible that the Company will enter into formal employment agreements with its executive officers in the future. Purchase Commitments The Company routinely places orders for manufacturing services and materials. As of December 31, 2022, the Company had purchase commitments of approximately $ 3,155,867 |
Segment Information
Segment Information | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Segment Reporting [Abstract] | ||
Segment Information | Note 11 – Segment Information Non-allocated administrative and other expenses are reflected in Corporate. Corporate assets include cash, prepaid expenses, notes receivable, right of use assets and other assets. As of September 30, 2023, and December 31, 2022, and for the three and nine months ended September 30, 2023 and 2022, respectively, information about the Company’s reportable segments consisted of the following: Goodwill and Assets Schedule of Goodwill and Assets Corporate Drones Sensors SaaS Total As of September 30, 2023 Goodwill $ — $ — $ 18,972,896 $ 2,706,515 $ 21,679,411 Assets $ 2,660,979 $ 12,383,293 $ 25,495,556 $ 5,510,659 $ 46,050,487 As of December 31, 2022 Goodwill $ — $ — $ 18,972,896 $ 4,206,515 $ 23,179,411 Assets $ 4,785,643 $ 14,930,789 $ 26,081,788 $ 8,386,654 $ 54,184,874 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) Note 11 – Segment Information - Continued Condensed Consolidated Operating Results Schedule of Segment Reporting Net (Loss) Income Corporate Drones Sensors SaaS Total Three Months Ended September 30, 2023 Revenues $ — $ 1,627,177 $ 1,755,712 $ 101,043 $ 3,483,932 Cost of sales — 990,413 990,457 288,988 2,269,858 Income (loss) from operations (3,229,837 ) (2,288,870 ) 168,820 (640,226 ) (5,990,113 ) Other income (expense), net (2,063,936 ) 35,322 (960 ) (441 ) (2,030,015 ) Net income (loss) $ (5,293,773 ) $ (2,253,548 ) $ 167,860 $ (640,667 ) $ (8,020,128 ) Three Months Ended September 30, 2022 Revenues $ — $ 2,081,410 $ 3,256,797 $ 152,507 $ 5,490,714 Cost of sales — 1,180,612 1,851,089 375,872 3,407,573 Income (loss) from operations (2,233,559 ) (2,688,835 ) 592,795 (817,731 ) (5,147,330 ) Other income (expense), net 6,488,327 327,066 (1,819 ) (1,292 ) 6,812,282 Net income (loss) $ 4,254,768 $ (2,361,769 ) $ 590,976 $ (819,023 ) $ 1,664,952 Corporate Drones Sensors SaaS Total Nine Months Ended September 30, 2023 Revenues $ — $ 4,861,260 $ 5,610,764 $ 347,189 $ 10,819,213 Cost of sales — 2,580,305 3,213,058 801,610 6,594,973 Income (loss) from operations (7,240,686 ) (6,626,668 ) 328,404 (1,484,110 ) (15,023,060 ) Other expense, net (2,559,654 ) (326,032 ) (960 ) (504 ) (2,887,150 ) Net income (loss) $ (9,800,340 ) $ (6,952,700 ) $ 327,444 $ (1,484,614 ) $ (17,910,210 ) Nine Months Ended September 30, 2022 Revenues $ — $ 7,856,573 $ 6,283,907 $ 480,085 $ 14,620,565 Cost of sales — 4,339,712 3,578,184 704,540 8,622,436 Loss from operations (8,194,751 ) (7,204,483 ) (217,328 ) (2,401,289 ) (18,017,851 ) Other income (expense), net 6,491,117 3,114 (3,638 ) (6,098 ) 6,484,495 Net loss $ (1,703,634 ) $ (7,201,369 ) $ (220,966 ) $ (2,407,387 ) $ (11,533,356 ) (1) Includes goodwill impairment $ 41,687,871 for the Drone and SaaS reporting segments (2) Includes goodwill impairment $ 12,357,921 for the SaaS reporting segment Revenues by Geographic Area Schedule of Segment Revenues by Geographic Area Drones Sensors SaaS Total Three Months Ended September 30, 2023 North America $ 547,012 $ 570,170 $ 57,447 $ 1,174,629 Latin America 383,232 80,873 38,196 502,301 Europe, Middle East and Africa 628,768 752,583 661 1,382,012 Asia Pacific 68,165 342,502 4,739 415,406 Other — 9,584 — 9,584 Total $ 1,627,177 $ 1,755,712 $ 101,043 $ 3,483,932 Three Months Ended September 30, 2022 North America $ 1,191,083 $ 1,182,218 $ 152,507 $ 2,525,808 Europe, Middle East and Africa 603,443 1,250,610 — 1,854,053 Asia Pacific 286,884 696,954 — 983,838 Other — 127,015 — 127,015 Total $ 2,081,410 $ 3,256,797 $ 152,507 $ 5,490,714 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) Note 11 – Segment Information - Continued Drones Sensors SaaS Total Nine Months Ended September 30, 2023 North America $ 1,701,100 $ 1,783,481 $ 303,593 $ 3,788,174 Latin America 1,256,429 221,334 38,197 1,515,960 Europe, Middle East and Africa 1,714,967 2,611,108 661 4,326,736 Asia Pacific 188,764 949,040 4,738 1,142,542 Other — 45,801 — 45,801 Total $ 4,861,260 $ 5,610,764 $ 347,189 $ 10,819,213 Nine Months Ended September 30, 2022 North America $ 4,473,236 $ 2,350,426 $ 480,085 $ 7,303,747 Europe, Middle East and Africa 2,606,120 2,400,744 — 5,006,864 Asia Pacific 777,217 1,241,632 — 2,018,849 Other — 291,105 — 291,105 Total $ 7,856,573 $ 6,283,907 $ 480,085 $ 14,620,565 | Note 17 – Segment Information The Company conducts the business through the following three The accounting policies of the operating segments are the same as those described in Note 2. Non-allocated administrative and other expenses are reflected in Corporate. Corporate assets include cash, prepaid expenses, notes receivable, right of use asset and other assets. As of December 31, 2022 and 2021 and for the years then ended operating information about the Company’s reportable segments consisted of the following: Goodwill and Assets Schedule of Goodwill and Assets Corporate Drones Sensors SaaS Total As of December 31, 2022 Goodwill $ — $ — $ 18,972,896 $ 4,206,515 $ 23,179,411 Assets $ 4,785,643 $ 14,930,789 $ 26,081,788 $ 8,386,654 $ 54,184,874 As of December 31, 2021 Goodwill $ — $ 12,655,577 $ 18,972,896 $ 33,238,809 $ 64,867,282 Assets $ 14,516,466 $ 27,073,211 $ 25,548,066 $ 37,545,298 $ 104,683,041 Net (Loss) Income Schedule of Segment Reporting Net (Loss) Income Corporate Drones Sensors SaaS Total Year ended December 31, 2022 Revenue $ — $ 9,840,321 $ 8,655,434 $ 598,670 $ 19,094,425 Cost of sales — 4,762,888 5,086,993 1,026,427 10,876,308 Loss from operations (1) (10,177,362 ) (22,004,223 ) 10,958 (32,106,210 ) (64,276,837 ) Other income (expense), net 6,416,717 (356,095 ) (30,893 ) (6,615 ) 6,023,114 Net loss $ (3,760,645 ) $ (22,360,318 ) $ (19,935 ) $ (32,112,825 ) $ (58,253,723 ) Year ended December 31, 2021 Revenue $ — $ 2,428,858 $ 6,793,727 $ 538,367 $ 9,760,952 Cost of sales — 1,474,368 3,303,286 727,054 5,504,708 Loss from operations (2) (11,976,556 ) (1,803,370 ) (1,266,599 ) (15,246,247 ) (30,292,772 ) Other income (expense), net 121,926 (16,007 ) 26,786 51,387 184,092 Net loss $ (11,854,630 ) $ (1,819,377 ) $ (1,239,813 ) $ (15,194,860 ) $ (30,108,680 ) (1) Includes goodwill impairment $ 41,687,871 (2) Includes goodwill impairment $ 12,357,921 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 17 – Segment Information-Continued Revenues by Geographic Area Schedule of Segment Revenues by Geographic Area Drones Sensors SaaS Total Year ended December 31, 2022 North America $ 5,320,034 $ 3,173,347 $ 598,670 $ 9,092,051 Europe, Middle East and Africa 3,537,463 3,309,039 — 6,846,502 Asia Pacific 982,824 1,756,253 — 2,739,077 Other — 416,795 — 416,795 Total $ 9,840,321 $ 8,655,434 598,670 $ 19,094,425 Year ended December 31, 2021 North America $ 527,292 $ 2,235,143 $ 538,367 $ 3,300,802 Europe, Middle East and Africa 1,074,413 2,587,399 — 3,661,812 Asia Pacific 257,021 1,224,719 — 1,481,740 Other 570,132 746,466 — 1,316,598 Total $ 2,428,858 $ 6,793,727 $ 538,367 $ 9,760,952 |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 12 – Subsequent Events Second Amendment to 8% Original Issue Discount Promissory Note On October 5, 2023, the Company and Alpha Capital Anstalt (the “Investor”) entered into a Second Note Amendment Agreement (the “Second Amendment”), which provides for the following:(i) the Deferred Payments (defined in the Note Amendment Agreement) shall be due and payable on December 15, 2023; (ii) the Amortization Payments (defined in the Note) scheduled for September 15, 2023, October 1, 2023, and November 1, 2023 shall be deferred and made part of the Amortization Payments commencing in January 2024; and (iii) 50 % of any net proceeds above $ 2,000,000 from any equity financing between the date of the Second Amendment and December 15, 2023, shall be used to prepay the Note. The Second Amendment also partially waives the Event of Default in Section 3 (a)(vii) of the Note as a result of the resignation of a majority of the officers listed therein. Notice of Special Meeting of Stockholders On October 10, 2023, the Company filed a Definitive Proxy Statement on Schedule 14A with the SEC, providing notice of a Special Meeting of the Shareholders to be held on November 14, 2023 at 11:00 AM local time at 700 NW 1 st (1) To authorize the Board of Directors (the “Board”), at the discretion of the Board, to file an amendment to the Company’s Articles of Incorporation, as amended to date, to authorize a reverse stock split of the Company’s Common Stock with a ratio in the range between and including 1-for-10 shares and 1-for-20 shares , for the primary purpose of maintaining the Company’s listing on NYSE American (the “Reverse Split Proposal”); AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) Note 12 – Subsequent Events - Continued (2) To amend the Company’s 2017 Omnibus Equity Incentive Plan to increase the number of shares of Common Stock authorized for issuance under the plan from 10,000,000 shares to 15,000,000 shares before the Reverse Split (the “Plan Amendment Proposal”); and (3) To consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the foregoing Proposals (the “Adjournment Proposal”). The Company will also consider any other business that properly comes before the Special Meeting. Shareholders of record of the Company’s Common Stock at the close of business on October 6, 2023 are entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement thereof. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers As previously reported, on August 15, 2023, AgEagle Aerial Systems Inc. (the “Company”) received notice (“Notice”) from Ms. Nicole Fernandez-McGovern, the Company’s then current Chief Financial Officer, that she will be exiting the Company and the Board accepted her Notice as a voluntary resignation and not of termination for Good Reason. The Board of Directors, under the terms of her employment offer letter, agreed to allow Ms. Fernandez-McGovern to continue as Chief Financial Officer for a period of up to 90 days after the Notice. Ms. Fernandez-McGovern last day was effective October 13, 2023, after approximately 59 days of service. Effective October 13, 2023, Mr. Mark DiSiena was appointed as the Company’s principal financial and accounting officer and serve as Interim Chief Financial Officer until such time as his successor is determined by the Board of Directors. Mr. DiSiena had been our Company’s financial consultant since October 2, 2023. In his role as principal financial and accounting officer, he is replacing Ms. Nicole Fernandez-McGovern whose last day of employment, as determined by the Board of Directors was October 13, 2023. Pursuant to the terms of the Statement of Work Agreement by and between the Company and Mr. DiSiena (the “Agreement”), the Company paid Mr. DiSiena $250 per hour not to exceed 40 hours per week, unless written approval is obtained, for services initially provided in his role as a consultant to the Company as outlined in the addendum to the Agreement. This Agreement and the compensation terms thereunder, will continue in effect with Mr. DiSiena’s appointment to the role as Interim Chief Financial Officer. There is no family relationship between Mr. DiSiena and any other executive officer or director of the Company. There have been no related transactions, and none are currently proposed between or among Mr.DiSiena, the Company, executive officer, director, promoter or control person. Grant Begley, an independent member of the Board of Directors since June 2016, has been elected Chairman of the Board; and former Chairman Barrett Mooney will continue to serve as AgEagle’s Chief Executive Officer and as a member of the Board. See also Note 6 – Promissory Note for a Second Note Amendment Agreement executed on October 5, 2023. | Note 18 – Subsequent Events On January 24, 2023, the board of directors (the “Board”) of AgEagle Aerial Systems Inc. (the “Company”) approved and adopted the Second Amended and Restated Bylaws (the “Amended Bylaws”) which became effective immediately. The Amended Bylaws, among other things, lowered the quorum requirement for all meetings of shareholders from the holders of a majority to the holders of 33-1/3%, of the issued and outstanding shares of the Company’s common stock entitled to vote at all such meetings. At a Special Meeting of the Shareholders of AgEagle, held on February 3, 2023 in Miami, Florida, the Company’s shareholders of record as of the close of business on December 9, 2022 and entitled to vote, approved the issuance of shares of the Company’s Common Stock, par value $ 0.001 0.001 On March 9, 2023, the Company received an Investor Notice to purchase an additional 3,000 2,381 1,000 0.42 7,142,715 0.42 3,000,000 Note 18 – Subsequent Events-Continued The Additional Series F Preferred and the Additional Warrant were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act. Neither the Additional Series F Preferred nor the Additional Warrant has been registered under the Securities Act, or applicable state securities laws, and none may be offered or sold in the United States absent registration under the Securities Act or an exemption from such registration requirements. The Company is obligated to file a registration statement on Form S-3 (or Form S-1, if the Company is not eligible to use a Form S-3) to register the shares underlying the Additional Series F Preferred and the Additional Warrant no later than ten days after filing the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. |
Business Acquisitions
Business Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Acquisitions | Note 5 – Business Acquisitions In line with the Company’s strategic growth initiatives, the Company acquired three companies during the year ended December 31, 2021. The financial results of each of these acquisitions are included in the consolidated financial statements beginning on the respective acquisition dates. Each transaction qualified as an acquisition of a business and was accounted for as a business combination. All acquisitions resulted in the recognition of goodwill. The Company paid these premiums resulting in such goodwill for several reasons, including growing the Company’s customer base, acquiring assembled workforces, expanding its presence in certain markets, and expanding and advancing its product and service offerings. The Company recorded the assets acquired and the liabilities assumed at their acquisition date fair value, with the difference between the fair value of the net assets acquired and the acquisition consideration reflected as goodwill. The identifiable intangible assets for acquisitions are valued using the excess earnings method discounted cash flow approach for customer relationships, the relief from royalty method for trade names and technology, the “with or without” method for covenants not to compete and the replacement cost method for the internal property software by incorporating Level 3 inputs, as described under the fair value hierarchy of ASC 820. These unobservable inputs reflect the Company’s assumption about which assumptions market participants would use in pricing an asset on a non-recurring basis. These assets will be amortized over their respective estimated useful lives. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 5 – Business Acquisitions – Continued For the years ended December 31, 2022 and 2021, transaction costs related to business combinations totaled $ 0 636,673 MicaSense On January 27, 2021 (the “MicaSense Acquisition Date”), the Company entered into a stock purchase agreement (the “MicaSense Purchase Agreement”) with Parrot Drones S.A.S. and Justin B. McAllister (the “MicaSense Sellers”) pursuant to which the Company agreed to acquire 100 23,000,000 3,000,000 540,541 4,750,000 2,375,000 Liabilities Related to Business Acquisition Agreements ). On May 10, 2021, the Company filed a Form S-3 Registration Statement (the “MicaSense Registration Statement”) with the Securities and Exchange Commission (“SEC”), covering the resale of the Shares. The MicaSense Registration Statement was declared effective on June 1, 2021 (File Number: 333-255940). In addition, the Company shall use its best efforts to keep the MicaSense Registration Statement effective and in compliance with the provisions of the Securities Act (including by preparing and filing with the SEC such amendments, including post-effective amendments, and supplements to the MicaSense Registration Statement and the prospectus used in connection therewith as may be necessary) until all Shares and other securities covered by the MicaSense Registration Statement have been disposed. The MicaSense Sellers reimbursed the Company for reasonable legal fees and expenses incurred by the Company in connection with such registration. The MicaSense Purchase Agreement contains certain customary representations, warranties, and covenants, including representations and warranties by the MicaSense Sellers with respect to MicaSense’s business, operations and financial condition. The MicaSense Purchase Agreement also includes post-closing covenants relating to the confidentiality and employee non-solicitation obligations of the MicaSense Sellers, and the agreement of the MicaSense Sellers not to compete with certain aspects of the business of MicaSense following the closing of the transaction. The completion of the transactions contemplated by the MicaSense Purchase Agreement is subject to customary closing conditions, including, among others: (i) the absence of a material adverse effect on MicaSense, (ii) the delivery by the parties of certain ancillary documents, including the Registration Rights Agreement, and (iii) the execution by a key employee of MicaSense of an employment agreement. Subject to certain limitations, each of the parties will be indemnified for damages resulting from third party claims and breaches of the parties’ respective representations, warranties, and covenants in the MicaSense Purchase Agreement. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 5 – Business Acquisitions – Continued The Company performed a valuation analysis of the fair market value of the assets acquired and liabilities assumed. Using the total consideration for the MicaSense Acquisition, the Company determined the allocations to such assets and liabilities. The final purchase price allocation, and the necessary detailed valuations and calculations have been finalized. The following table summarizes the allocation of the purchase price as of the MicaSense Acquisition Date: Schedule of Allocation of the purchase price as of the Micasense Acquistion Date Calculation of Goodwill: Net purchase price, including debt paid at close $ 23,375,681 Plus: fair value of liabilities assumed: Current liabilities 702,925 Deferred revenue 319,422 Other tangible liabilities 272,927 Defined benefit plan obligation 278,823 Debt assumed at close 2,461,721 Fair value of liabilities assumed $ 702,925 Less: fair value of assets acquired: Cash $ 885,273 Other tangible assets 1,165,666 Identifiable intangible assets 3,061,803 Fair value of assets acquired $ 5,112,742 Net nonoperating assets 25,000 Adjustments for seller transaction expenses related to purchase price allocation 32,032 Goodwill $ 18,972,896 The Company recorded revenue from MicaSense of $ 6,793,727 1,266,599 Measure On April 19, 2021 (the “Measure Acquisition Date”), the Company entered into a stock purchase agreement (the “Measure Purchase Agreement”) with Brandon Torres Declet (“Mr. Torres Declet”), in his capacity as Measure Sellers’ representative, and the sellers named in the Measure Purchase Agreement (the “Measure Sellers”) pursuant to which the Company agreed to acquire 100% 45,000,000 15,000,000 30,000,000 5,319,154 997,338 5,625,000 5,319,145 24,375,000 5,625,000 5,000,000 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 5 – Business Acquisitions – Continued The Measure Purchase Agreement contains certain customary representations, warranties, and covenants, including representations and warranties by the Measure Sellers with respect to Measure’s business, operations and financial condition. The Measure Purchase Agreement also includes post-closing covenants relating to the confidentiality and employee non-solicitation obligations of the Measure Sellers, and the agreement of the Measure Sellers not to compete with certain aspects of the business of Measure following the closing of the transaction. The completion of the transactions contemplated by the Purchase Agreement is subject to: (i) the absence of a material adverse effect on Measure, (ii) the delivery by the parties of certain ancillary documents, and (iii) the execution by key employees of Measure of employment offer letters. Subject to certain limitations, each of the parties will be indemnified for damages resulting from third party claims and breaches of the parties’ respective representations, warranties, and covenants in the Purchase Agreement. The Shares issuable to the Measure Sellers pursuant to the Measure Purchase Agreement were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), to a limited number of persons who are “accredited investors” or “sophisticated persons” as those terms are defined in Rule 501 of Regulation D promulgated by the SEC, without the use of any general solicitation or advertising to market or otherwise offer the securities for sale. None of the Shares have been registered under the Securities Act, or applicable state securities laws, and none may be offered or sold in the United States absent registration under the Securities Act or an exemption from such registration requirements. The Company performed a valuation analysis of the fair market value of the assets to be acquired and liabilities to be assumed. Using the total consideration for the Measure Acquisition, the Company determined the allocations to such assets and liabilities. The final purchase price allocation, and the necessary detailed valuations and calculations have been finalized. The following table summarizes the allocation of the preliminary purchase price as of the Measure Acquisition Date: Schedule of Allocation of the purchase price as of the Micasense Acquistion Date Calculation of Goodwill: Net purchase price, including debt paid at close $ 45,403,394 Plus: fair value of liabilities assumed: Deferred revenue 319,422 Other tangible liabilities 272,927 Fair value of liabilities assumed $ 592,349 Less: fair value of assets acquired: Cash 486,544 Other tangible assets 312,005 Identifiable intangibles 2,668,689 Fair value of assets acquired $ 3,467,238 Net nonoperating assets 39,775 Goodwill $ 42,488,730 The Company recorded revenue from Measure of $ 414,388 2,257,257 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 5 – Business Acquisitions – Continued Measure On April 19, 2022, in accordance with the terms of the Measure Purchase Agreement, the Company delivered a notice of indemnification to the representative of the Measure Sellers seeking the right to set off certain operating losses from the holdback amount. The Company claimed that the operating losses incurred by Measure from the Measure Acquisition Date through April 19, 2022, resulted from breaches of certain representations and warranties made by the Measure Sellers. The Company claimed that it had sustained operating losses in excess of $ 13 Pursuant to the Settlement Agreement, the Company released 498,669 of the 997,338 Heldback Shares to the Measure Sellers with the remaining 498,669 Heldback Shares being released from escrow and cancelled by the Company. senseFly On October 18, 2021 (the “senseFly Acquisition Date”), the Company entered into a stock purchase agreement (the “senseFly S.A. Purchase Agreement”) with Parrot Drones S.A.S. pursuant to which the Company acquired 100% 21,000,000 4,565,000 On October 18, 2021, AgEagle Aerial and the Company entered into a stock purchase agreement (the “senseFly Inc. Purchase Agreement”) with Parrot Inc. pursuant to which AgEagle Aerial agreed to acquire 100% 2,000,000 435,000 A portion of the consideration under the senseFly S.A. Purchase Agreement comprises shares of Common Stock of the Company, par value $ 0.001 3,000,000 1,927,407 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 5 – Business Acquisitions – Continued Pursuant to the terms of the senseFly S.A. Purchase Agreement and a Registration Rights Agreement, dated as of October 19, 2021, the Company filed a Form S-3 Registration Statement (the “senseFly Registration Statement”) with the SEC covering the resale of the Common Stock issued to Parrot Drones S.A.S. The senseFly Registration Statement was declared effective on February 9, 2022. The Company agreed to use its best efforts to keep the senseFly Registration Statement effective and in compliance with the provisions of the Securities Act (including by preparing and filing with the SEC such amendments, including post-effective amendments, and supplements to the senseFly Registration Statement and the prospectus used in connection therewith as may be necessary) until all the shares of Common Stock and other securities issued to Parrot Drones S.A.S. and covered by such Registration Statement have been disposed. Parrot Drones S.A.S. reimbursed the Company $ 50,000 Pursuant to the senseFly S.A. Purchase Agreement, Parrot S.A.S., senseFly S.A. and the Company entered into a six-month transition services agreement and a technology license and support agreement during which time Parrot Drones S.A.S. will provide senseFly S.A. with certain information technology and related transition services. Under the technology license and support agreement, Parrot Drones S.A.S. granted to senseFly S.A. a non-exclusive worldwide perpetual license, subject to certain termination rights of the parties, with respect to certain technology used in the fixed-wing drone manufacturing business of senseFly S.A. The Company performed a valuation analysis of the fair market value of the assets to be acquired and liabilities to be assumed. Using the total consideration for the SenseFly Acquisition, the Company determined the allocations to such assets and liabilities. The final purchase price allocation, and the necessary detailed valuations and calculations have been finalized. The following table summarizes the allocation of the preliminary purchase price as of the senseFly Acquisition Date: Schedule of Allocation of the purchase price as of the Micasense Acquistion Date Calculation of Goodwill: Net purchase price $ 20,774,526 Plus: fair value of liabilities assumed: Current liabilities 3,913,386 Defined benefit plan obligation 278,823 Debt assumed at close 2,461,721 Fair value of liabilities assumed $ 6,653,930 Less: fair value of assets acquired: Cash $ 859,044 Other tangible assets 6,327,641 Identifiable intangible assets 7,335,570 Fair value of assets acquired $ 14,522,255 Net nonoperating assets 250,624 Goodwill $ 12,655,577 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 5 – Business Acquisitions – Continued The Company recorded revenue from senseFly of $ 2,428,858 1,819,377 Liabilities Related to Business Acquisition Agreements On July 22, 2022, the Company, the MicaSense Buyer and Parrot entered into a Waiver Agreement (the “MicaSense Waiver Agreement”) pursuant to which (i) Parrot agreed to waive the obligation of the Company and the MicaSense Buyer to pay Parrot $2,351,202, or the portion of the holdback amount due on March 31, 2023 (the “MicaSense Remaining Holdback Payment”), and (ii) upon the Company’s payment to Parrot of $1,175,601 (the “MicaSense Final Purchase Price Payment,” representing 50% of the MicaSense Remaining Holdback Payment), the Company and MicaSense Buyer will be released from any further obligation or liability for payment of any holdback amount under the MicaSense Purchase Agreement. On July 29, 2022, the Company made the MicaSense Final Purchase Price Payment to Parrot in full satisfaction of its payment obligations under the MicaSense Purchase Agreement, except for $23,798 owed to Justin McCallister. On July 22, 2022, the Company and Parrot entered into a Waiver Agreement (the “senseFly S.A. Waiver Agreement”) pursuant to which (i) Parrot agreed to waive the obligation of the Company to pay Parrot a portion of the holdback amount due on December 31, 2022 and December 31, 2023 (collectively, the “senseFly S.A. Remaining Holdback Payments”); (ii) the parties agreed to waive Parrot’s obligation to reimburse the Company for a portion of the legal costs and expenses incurred by the Company related to the filing of a registration statement in connection with the transactions contemplated by the senseFly S.A. Purchase Agreement; and (iii) upon the Company’s payment to Parrot of $2,257,500 (“the senseFly S.A. Final Purchase Price Payment,” representing 50% of the senseFly S.A. Remaining Holdback Payments less 50% of the registration statement expenses), the Company will be released from any further obligation or liability for payment of any holdback amount under the senseFly S.A. Purchase Agreement. On July 29, 2022, the Company made the senseFly S.A. Final Purchase Price Payment to Parrot in full satisfaction of its payment obligations under the senseFly S.A. Purchase Agreement and the senseFly S.A. Waiver Agreement. On July 22, 2022, the Company, the senseFly Inc. Buyer, and Parrot Inc. entered into a Waiver Agreement (the “senseFly Inc. Waiver Agreement”) pursuant to which (i) Parrot Inc. agreed to waive the obligation of the Company and the senseFly Inc. Buyer to pay Parrot Inc. a portion of the holdback amount due on December 31, 2022 and December 31, 2023 (collectively, the “senseFly Inc. Remaining Holdback Payments”); (ii) upon the Company’s payment to Parrot Inc. of $217,500 (the “senseFly Inc. Final Purchase Price Payment,” representing 50% of the senseFly Inc. Remaining Holdback Payments), the Company and the senseFly Inc. Buyer will be released from any further obligation or liability for any remaining holdback amount under the senseFly Inc. Purchase Agreement. On July 29, 2022, the Company made the senseFly Inc. Final Purchase Price Payment to Parrot Inc. in full satisfaction of its payment obligations under the senseFly Inc. Purchase Agreement and the senseFly Inc. Waiver Agreement. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 5 – Business Acquisitions – Continued Pursuant to the terms of the Measure Acquisition Purchase Agreement (the “Purchase Agreement”) the Company issued an aggregate of 5,319,145 shares of the Company’s common stock to the Sellers of Measure as part of the consideration for the acquisition, of which 997,338 shares were held back (the “Heldback Shares”) to cover post-closing indemnification claims and to satisfy any purchase price adjustments (see also disclosure above). Pursuant to the terms of the Purchase Agreement, the Heldback Shares were scheduled to be released in three tranches, on the 12-month, 18-month and 24-month anniversary of the closing date of the acquisition. The Company made a claim for indemnification against the Heldback Shares. Pursuant to the Settlement Agreement entered on August 22, 2022, the Company released all the Measure shares held in escrow along with any disputes regarding the 997,338 Heldback Shares. As a result, 498,669 of the Heldback Shares were released to the Measure Sellers with the remaining 498,669 Heldback Shares being cancelled by the Company which reduced the issued and outstanding common stock and causing an increase to stockholders’ equity of $2,812,500. During the year ended December 31, 2022, the Company recognized a debt extinguishment gain in connection with the settlement of the acquisition related liabilities disclosed above in the amount of $ 6,463,101 As of December 31, 2022 and December 31, 2021, liabilities related to business acquisition agreements consist of the following: Schedule of Liabilities Related to Acquisition Agreements December 31, 2022 December 31, 2021 Holdback related to MicaSense Acquisition Agreement $ 23,798 $ 4,821,512 Holdback related to Measure Acquisition — 5,625,000 Holdback related to senseFly Acquisition — 8,489,989 Total acquisition agreement related liabilities 23,798 18,936,501 Less: Current portion business acquisition agreement-related liabilities (23,798 ) (10,061,501 ) Long term portion of business acquisition agreement-related liabilities $ — $ 8,875,000 The remaining liability related to MicaSense Acquisition Agreement is currently classified within accrued liabilities on the consolidated balance sheets. Pro-Forma Information (Unaudited) The acquisitions of MicaSense and Measure were completed in the first quarter of 2021, while the acquisition of senseFly was completed during the fourth quarter of 2021. The 2021 Acquired Companies have complementary businesses with their products and services providing a full stack solution for the commercial drone industry. The Company has combined legacy MicaSense, Measure and senseFly pro-forma supplemental information as follows. The unaudited pro forma information for the years ended December 31, 2021, was calculated after applying the Company’s accounting policies and the impact of acquisition date fair value adjustments. The pro forma financial information presents the combined results of operations of MicaSense, Measure and senseFly as if these acquisitions had occurred on January 1, 2021, after giving to certain pro-forma adjustments. The pro-forma adjustments reflected herein include only those adjustments that are factually supportable and directly attributable to the acquisitions. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 5 – Business Acquisitions – Continued These pro forma adjustments include: Schedule of Pro-forma Information 2022 2021 For the Year Ended December 31, (Unaudited) 2022 2021 Revenues $ — $ 19,564,651 Net loss $ — $ (36,395,212 ) |
Intangibles, Net
Intangibles, Net | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangibles, Net | Note 6 – Intangibles, Net As of December 31, 2022, intangible assets, net, other than goodwill, consist of following: Schedule of Intangible Assets, Net Name Estimated Life (Years) Balance as of December 31, 2021 Additions Amortization Balance as of December 31, 2022 Intellectual property/technology 5 7 $ 5,427,294 $ — $ (953,433 ) $ 4,473,861 Customer base 3 10 4,047,319 — (1,161,662 ) 2,885,657 Tradenames and trademarks 5 10 1,985,236 — (227,345 ) 1,757,891 Non-compete agreement 2 4 831,501 — (495,568 ) 335,933 Platform development costs 3 995,880 817,029 (480,393 ) 1,332,516 Internal use software costs 3 278,264 618,061 (174,530 ) 721,795 Total intangible assets, net $ 13,565,494 $ 1,435,090 $ (3,492,931 ) $ 11,507,653 As of December 31, 2021, intangible assets, net other than goodwill, consist of the following: Name Estimated Life (Years) Balance as of December 31, 2020 Additions Amortization Balance as of December 31, 2021 Intellectual property/technology 5 7 $ 231,146 $ 5,671,026 $ (474,878 ) $ 5,427,294 Customer base 3 10 38,400 4,411,499 (402,580 ) 4,047,319 Tradenames and trademarks 5 10 31,040 2,082,338 (128,142 ) 1,985,236 Non-compete agreement 2 4 67,042 901,198 (136,739 ) 831,501 Platform development costs 3 72,899 1,097,808 (174,827 ) 995,880 Internal use software costs 3 — 278,264 — 278,264 Total intangible assets, net $ 440,527 $ 14,442,133 $ (1,317,166 ) $ 13,565,494 The weighted average remaining amortization period in years is 4.5 3,492,931 1,317,166 480,393 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 6 – Intangibles, Net-Continued For the following years ending, the future amortization expenses consist of the following: Schedule of Intangible Assets Future Amortization Expenses Year One Year Two Year Three Year Four Year Five Thereafter Total For the Years Ending December 31, 2023 2024 2025 2026 2027 Thereafter Total Intellectual property/ technology $ 808,968 $ 808,968 $ 808,968 $ 808,968 $ 808,968 $ 429,021 $ 4,473,861 Customer base 1,137,663 889,364 141,145 141,145 141,145 435,195 2,885,657 Tradenames and trademarks 207,944 207,944 207,944 207,944 207,944 718,171 1,757,891 Non-compete agreement 335,933 — — — — — 335,933 Platform development costs 662,350 487,751 182,415 — — — 1,332,516 Internal use software costs 298,775 298,775 124,245 — — — 721,795 Total Intangible Assets, Net $ 3,451,633 $ 2,692,802 $ 1,464,717 $ 1,158,057 $ 1,058,057 $ 1,582,387 $ 11,507,653 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Note 7 – Goodwill Goodwill represents the difference between the purchase price and the estimated fair value of net assets acquired, when accounted for by the acquisition method of accounting. As of December 31, 2022, the goodwill balance relates to a business acquisition completed in 2015 and to the 2021 Acquired Companies, respectively. (See Note 5) The annual impairment assessment conducted during the fourth quarter of 2022 indicated that the fair value of the sensors reporting unit exceeded its respective carrying amount, while the fair value of the SaaS and the Company’s Drone reporting units were less than carrying value. The impairment assessment of the SaaS and the Company’s Drone reporting units considered lower than forecasted sales and profitability along with declining markets conditions, declining stock price and changes in our technologies. Accordingly, the Company recorded an impairment charge to SaaS and Drones these reporting units of $ 29,032,294 12,655,577 As of December 31, 2022 and 2021, the change in the carrying value of goodwill for our operating segments (as defined in Note 17), are listed below: Schedule of Carrying Value of Goodwill for Our Operating Segments Drones Sensors SaaS Total Balance as of December 31, 2020 $ — $ — $ 3,108,000 $ 3,108,000 Acquisitions 12,655,577 18,972,896 42,488,730 74,117,203 Impairment — — (12,357,921 ) (12,357,921 ) Balance as of December 31, 2021 $ 12,655,577 $ 18,972,896 $ 33,238,809 $ 64,867,282 Impairment (12,655,577 ) — (29,032,294 ) (41,687,871 ) Balance as of December 31, 2022 $ — $ 18,972,896 $ 4,206,515 $ 23,179,411 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Retirement Plans | Note 11 – Retirement Plans Defined Benefit Plan senseFly S.A. sponsors a defined benefit pension plan (the “Defined Benefit Plan”) covering all its employees. The Defined Benefit Plan provides benefits in the event of retirement, death or disability, with benefits based on age and salary. The Defined Benefit Plan is funded through contributions paid by senseFly S.A. and its employees, respectively. The Defined Benefit Plan assets are Groupe Mutuel Prévoyance (“GMP”), which invests these plan assets in cash and cash equivalents, equities, bonds, real estate and alternative investments. The Projected Benefit Obligation (“PBO”) includes in full the accrued liability for the plan death and disability benefits, irrespective of the extent to which these benefits may be reinsured with an insurer. The actuarial valuations are based on the census data as of December 31, 2022, provided by GMP. The Company recognizes the overfunded or underfunded status of the Defined Benefit Plan as an asset or liability in its consolidated balance sheets and recognizes changes in the funded status of the Defined Benefit Plan in the year in which the changes occur through accumulated other comprehensive income or loss. The Defined Benefit Plan’s assets and benefit obligations are remeasured as of December 31 st AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 11 – Retirement Plans- Continued The net periodic benefit cost of the Defined Benefit Plan for the period from January 1, 2022 through December 31, 2022 was as follows: Schedule of Net Periodic Benefit 2022 Service cost $ 392,171 Interest cost 11,412 Expected return on plan assets (102,712 ) Amortization of prior service cost (credit) (2,074 ) (Gain) loss recognized due to settlements and curtailments (23,862 ) Net periodic pension benefit cost $ 274,935 The PBO is the present value of benefits earned to date by plan participants, including the effect of assumed future salary increases. The changes in the projected benefit obligation for the period from January 1, 2022 through December 31, 2022 were as follows: Schedule of Projected Benefit Obligation for the Period 2022 PBO, beginning of period $ 4,209,784 Service cost 392,171 Interest cost 11,412 Plan participation contributions 238,623 Actuarial (gains) / losses (643,244 ) Benefits paid through plan assets 229,285 Curtailments, settlements and special contractual termination benefits (1,077,952 ) Foreign currency exchange rate changes (60,459 ) PBO, end of period 3,299,621 Component representing future salary increases (115,814 ) Accumulated benefit obligation (“ABO”), end of period $ 3,183,807 For the period from January 1, 2022 through December 31, 2022, the change in fair value of the Pension Plan assets were as follows: Schedule of Change in Fair Value of the Pension Plan Assets 2022 Fair value of plan assets, beginning of period $ 3,878,058 Expected return on plan assets 102,712 Gain / (losses) on plan assets (460,646 ) Employer contributions 357,934 Plan participant contributions 238,623 Benefits paid through plan assets 229,285 Settlements (1,002,215 ) Foreign currency exchange rate changes (47,347 ) Fair value of plan assets, end of period $ 3,296,404 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 11 – Retirement Plans- Continued senseFly S.A.’s investment objectives are to ensure that the assets of its Defined Benefit Plan are invested to provide an optimal rate of investment return on the total investment portfolio, consistent with the assumption of a reasonable risk level, and to ensure that pension funds are available to meet the plans’ benefit obligations as they become due. senseFly S.A. believes that a well-diversified investment portfolio will result in the highest attainable investment return with an acceptable level of overall risk. Investment strategies and allocation decisions are also governed by applicable governmental regulatory agencies. senseFly’s investment strategy with respect to the Defined Benefit Plan is to invest in accordance with the following allocation: 27.5% in equities, 35.4% in bonds, 17.3% in real estate, 11.3% in alternative investments and 8.5% in cash and cash equivalents. The following tables present the fair value of the Defined Benefit Plan assets by major categories and by levels within the fair value hierarchy as of December 31, 2022: Schedule of Defined Benefit Plan Assets by Major Categories Level 1 Level 2 Level 3 Total Cash and equivalents $ 279,883 $ - $ - $ 279,883 Equity securities 906,136 - - 906,136 Bonds 1,167,789 - - 1,167,789 Real estate - 570,490 - 570,490 Alternative investments - 372,105 - 372,105 Total fair value of plan assets $ 2,353,808 $ 942,596 $ - $ 3,296,404 The following table shows the unfunded status of the Defined Benefit Plan, defined as plan assets less the projected benefit obligation as of December 31, 2022: Schedule of Projected Benefit Obligation Fair value of plan assets $ 3,296,404 Less: PBO (3,299,621 ) Underfunded status, end of period $ (3,217 ) As of December 31, 2022, the underfunded status is included in other liabilities on the consolidated balance sheet. The Defined Benefit Plan has a PBO in excess of Defined Benefit Plan assets. For the period from January 1, 2022 through December 31, 2022, the amounts recognized in accumulated other comprehensive loss related to the Defined Benefit Plan were as follows: Schedule of Comprehensive Loss Related to the Defined Benefit Plan 2022 Net prior service (cost) / credit $ 13,941 Net gain / (loss) 121,498 Accumulated other comprehensive income (loss), net of tax $ 135,439 The net prior service credit included in accumulated other comprehensive loss as of December 31, 2022, is expected to be recognized as a component of net periodic benefit cost during the year ending December 31, 2023. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 11 – Retirement Plans- Continued The actuarial assumptions for the Defined Benefit Plan were as follows: Schedule of Assumptions Benefit obligations: Discount rate 2.25 % Estimated rate of compensation increase 1.25 % Periodic costs: Discount rate 2.25 % Estimated rate of compensation increase 1.25 % Expected average rate of return on plan assets 3.85 % The following table shows expected benefit payments from the Defined Benefit Plan for the next five fiscal years and the aggregate five years thereafter: Schedule of Expected Benefit Payments Year ending December 31: Expected Plan Benefit Payments 2023 $ 407,493 2024 391,408 2025 372,105 2026 351,731 2027 331,356 2028-2032 1,380,114 Total expected benefit payments by the plan $ 3,234,208 Defined Contribution Plan The Company sponsors the AgEagle Aerial Systems 401(k) Plan (the “401(k) Plan”) that covers substantially all eligible employees in the United States. The Company matches contributions made by eligible employees, subject to certain percentage limits of the employees’ earnings. For the years ended December 31, 2022 and 2021, the Company’s employer contribution to the 401(k) Plan totaled $ 149,543 11,127 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 15 – Related Party Transactions The following reflects the related party transactions during the years ended December 31, 2022 and 2021, respectively: Mrs. Fernandez-McGovern is one of the principals of Premier Financial Filings, a full-service financial printer. Premier Financial Filings provided contracted financial services to the Company. For the years ended December 31, 2022 and 2021, the expenses related to services provided by Premier Financial Filings to the Company, were $ 18,371 33,930 One of the Company’s directors, Mr. Thomas Gardner, is one of the principals of NeuEon, Inc, which provides services to the Company as the Chief Technology Officer. For the years ended December 31, 2022 and 2021, the expenses related to services provided by NeuEon Inc. to the Company were $ 153,750 293,750 Following his resignation as Chief Executive Officer in May 2020, Mr. Mooney agreed to provide consulting services to the Company, as needed, at a fixed fee of $ 4,500 10,000 4,500 0 25,000 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 16 – Income Taxes Prior to April 15, 2015, AgEagle Aerial Inc. was treated as a disregarded entity for income tax purposes. Income taxes, if any, were the responsibility of the sole member. Effective April 22, 2015, the Company elected to be classified as a corporation for income tax purposes. On March 26, 2018, the Company’s predecessor company, EnerJex Resources, Inc. (“EnerJex”), consummated the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated October 19, 2017, pursuant to which AgEagle Merger Sub, Inc., a wholly-owned subsidiary of EnerJex, merged with and into AgEagle Aerial Systems Inc., a then privately held company (“AgEagle Sub”), with AgEagle Sub surviving as a wholly-owned subsidiary of EnerJex (the “Merger”). In connection with the Merger, EnerJex changed its name to AgEagle Aerial Systems Inc. AgEagle Sub changed its name initially to “Eagle Aerial, Inc. and then to” AgEagle Aerial, Inc. Following the Merger, AgEagle Aerial Inc. became a wholly owned subsidiary of AgEagle Aerial Systems, Inc., and the group files a consolidated U.S. federal income tax return as well as income tax returns in various states. As of December 31, 2022 and 2021, the total of all net deferred tax assets was $ 11,170,665 8,820,453 11,170,665 8,820,453 2,350,212 5,542,986 On March 27, 2020, the CARES Act was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, provides for an acceleration of alternative minimum tax credit refunds, the deferral of certain employer payroll taxes, the availability of an employee retention credit, and expands the availability of net operating loss usage. In addition, other governments in state and local markets in which we operate also enacted certain relief measures. On December 27, 2020, the Consolidations Appropriations Act, 2021 (“CAA”) was signed into law and included in the government appropriations and additional economic stimulus. The CAA enhances and expands certain provisions of the CARES Act. The CAA modifies the tax deductibility of expenses relating to the PPP loan forgiveness, Employee Retention Credit eligibility and extends other CARES Act provisions. We continue to monitor new and updated legislation, however the provisions enacted have not had a material impact on our consolidated financial statements. As of December 31, 2022, the Company has a federal and state net operating loss carry forward of approximately $ 38,733,732 17,975,553 7,661,107 expiring in 2035-2037 and the remaining amounts have no expiration 11,428,419 expire in 2028-2029 13,113,999 expire between 2024-2041, and the remaining amounts have no expiration The timing and manner in which we can utilize our net operating loss carry forward and future income tax deductions in any year may be limited by provisions of the Internal Revenue Code regarding the change in ownership of corporations. Such limitations may have an impact on the ultimate realization of our carry forwards and future tax deductions. Section 382 of the Internal Revenue Code (“Section 382”) imposes limitations on a corporation’s ability to utilize net operating losses if it experiences an “ownership change.” In general terms, an ownership change may result from transactions increasing the ownership of certain stockholders in the stock of a corporation by more than 50 percentage points over a three-year period. Any unused annual limitation may be carried over to later years, and the amount of the limitation may under certain circumstances be increased by the built-in gains in assets held by us at the time of the change that are recognized in the five-year period after the change. The Company has not conducted a formal ownership change analysis as required under Section 382; however, we intend to do so if we anticipate recognizing tax benefits associated with the net operating loss carryforwards. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 16 – Income Taxes-Continued As of December 31, 2022, the Company determined it is more likely than not that it will not realize our temporary deductible differences and net operating loss carryforwards, and as such, has provided a full valuation allowance on our net deferred tax asset. During the years ended December 31, 2022 and 2021, the Company did not recognize any uncertain tax positions, interest or penalty expense related to income taxes. AgEagle files U.S. federal and state income tax returns, as required by law. The federal return generally has a three-year statute of limitations, and most states have a four-year statute of limitations; however, the taxing authorities can review the tax year in which the net operating loss was generated when the loss is utilized on a tax return. We currently do not have any open income tax audits. The Company is open to federal and state examination on the 2019 through 2021 income tax returns filed. For the years ended December 31, 2022 and 2021, a reconciliation of income tax expense at the federal statutory rate to income tax expense at the Company’s effective rate is as follows: Schedule of Reconciliation of Income Tax Expense Amount Rate Rate Amount 2022 2021 Amount Rate Rate Amount Computed tax at the expected statutory rate $ (12,233,282 ) 21.00 % $ (6,337,648 ) 21.00 % State and local income taxes, net of federal (193,910 ) 0.33 % (249,537 ) 0.83 % Permanent differences 8,892,114 (15.26 )% 1,821,323 (6.04 )% Other adjustments (57,579 ) 0.09 % 409,229 (1.36 )% Stock compensation 172,056 (0.30 )% — — Return to provision adjustment 369,793 (0.63 )% (11,518 ) (0.04 )% Purchase accounting — - (1,298,228 ) 4.30 % Foreign tax differential 700,596 (1.20 )% 123,393 (0.41 )% Change in valuation allowance 2,350,212 (4.03 )% 5,542,986 (18.37 )% Income tax expense (benefit) $ — 0.00 % $ — 0.00 % As of December 31, 2022 and 2021, the temporary differences, tax credits and carryforwards that gave rise to the following deferred tax assets (liabilities): Schedule of Deferred Tax Assets and Carryforwards 2022 2021 Property and equipment $ (100,019 ) $ (75,342 ) Other current liabilities - 28,284 Intangible assets (1,036,649 ) (1,399,267 ) Equity compensation 1,001,945 742,175 Other accrued expenses 758,951 237,508 Net operating loss carry forward 8,820,107 8,900,739 Tax credits 1,726,330 386,356 Total deferred tax assets 11,170,665 8,820,453 Valuation allowance (11,170,665 ) (8,820,453 ) Net deferred tax assets $ — $ — AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 16 – Income Taxes-Continued The Company’s provision is primarily driven by the full valuation allowance in 2022 and 2021. Schedule of Income Tax Valuation Allowance 2022 2021 Current U.S. Federal $ — $ — U.S. State 5,750 — U.S. Foreign — — Total current provision 5,750 — Deferred — — U.S. Federal — — U.S. State — — U.S. Foreign — — Total deferred benefit — — Change in valuation allowance — — Total provision for income taxes $ 5,750 $ — The Company’s income (loss) before provision for incomes taxes consisted of the following amounts: Schedule of Provision for Incomes Taxes Consisted For the Year ended December 31, 2022 2021 United States $ (48,536,722 ) $ (28,467,858 ) International (9,717,001 ) (1,640,822 ) Total net income (loss) before income taxes $ (58,253,723 ) $ (30,108,680 ) AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Risks and Uncertainties | Risks and Uncertainties – Global economic challenges, including the impact of war, pandemics, rising inflation and supply-chain disruptions and adverse labor market conditions could cause economic uncertainty and volatility. The aforementioned risks and their respective impacts on the UAV industry and the Company’s operational and financial performance remain uncertain and outside of the Company’s control. Specifically, because of the aforementioned continuing risks, the Company’s ability to access components and parts needed in order to manufacture its proprietary drones and sensors, and to perform quality testing have been, and continue to be, impacted. If either the Company or any of its third parties in the supply chain for materials used in our manufacturing and assembly processes continue to be adversely impacted, the Company’s supply chain may be further disrupted, limiting its ability to manufacture and assemble products. | Risks and Uncertainties |
Use of Estimates | Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the reserve for obsolete inventory, valuation of stock issued for services and stock options, valuation of intangible assets, valuation of goodwill, and the valuation of deferred tax assets. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) Note 2 – Summary of Significant Accounting Policies-Continued | Use of Estimates |
Fair Value Measurements and Disclosures | Fair Value Measurements and Disclosures – Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement The guidance requires that assets and liabilities carried at fair value be classified and disclosed in one of the following categories: ● Level 1: Quoted market prices in active markets for identical assets or liabilities. ● Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. ● Level 3: Unobservable inputs that are not corroborated by market data. For short-term classes of our financial instruments, which include cash, accounts receivable, prepaid expenses, notes receivable, accounts payable and accrued expenses, their carrying amounts approximate fair value due to their short-term nature. The outstanding loans related to the COVID Loans and promissory note are carried at face value, which approximates fair value. As of September 30, 2023, and December 31, 2022, the Company did not have any financial assets or liabilities measured and recorded at fair value on the Company’s condensed consolidated balance sheets on a recurring basis. | Fair Value Measurements and Disclosures Fair Value Measurement The guidance requires that assets and liabilities carried at fair value be classified and disclosed in one of the following categories: ● Level 1: Quoted market prices in active markets for identical assets or liabilities. ● Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. ● Level 3: Unobservable inputs that are not corroborated by market data. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 2 – Summary of Significant Accounting Policies – Continued For short-term classes of our financial instruments, which include cash and cash equivalents, accounts receivable, notes receivable and accounts payable and accrued expenses, and which are not reported at fair value, the carrying amounts approximate fair value due to their short-term nature. The outstanding loans related to the business acquisitions and COVID Loans are carried at face value, which approximates fair value, due to the government backed security which requires payments. The promissory note is carried at face value and approximates fair value due to its prevailing interest rate. As of December 31, 2022 and 2021, the Company did not have any financial assets or liabilities measured and recorded at fair value on the Company’s consolidated balance sheets on a recurring basis. |
Inventories | Inventories – Inventories, which consist of raw materials, finished goods and work-in-process, are stated at the lower of cost or net realizable value, with cost being determined by the average-cost method, which approximates the first-in, first-out method. Cost components include direct materials and direct labor. At each balance sheet date, the Company evaluates its inventories for excess quantities and obsolescence. This evaluation primarily includes an analysis of forecasted demand in relation to the inventory on hand, among consideration of other factors. The physical condition (e.g., age and quality) of the inventories is also considered in establishing its valuation. Based upon the evaluation, provisions are made to reduce excess or obsolete inventories to their estimated net realizable values. Once established, write-downs are considered permanent adjustments to the cost basis of the respective inventories. These adjustments are estimates, which could vary significantly, either favorably or unfavorably, from the amounts that the Company may ultimately realize upon the disposition of inventories if future economic conditions, customer inventory levels, product discontinuances, sales return levels or competitive conditions differ from the Company’s estimates and expectations. | Inventories – |
Cash Concentrations | Cash Concentrations – The Company maintains its cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation up to $ 250,000 . The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $ 250,000 . Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. | Cash Concentrations 250,000 250,000 |
Revenue Recognition and Concentration | Revenue Recognition and Concentration – Most of the Company’s revenues are derived primarily through the sales of drones, sensors and related accessories, and software subscriptions. All contracts and agreements are at fixed prices and are accounted for in accordance with ASC Topic 606, Revenue from Contracts with Customers The Company generally recognizes revenue on sales to customers, dealers, and distributors upon satisfaction of performance obligations which generally occurs once controls transfer to customers, which is when product is shipped or delivered depending on specific shipping terms and, where applicable, a customer acceptance has been obtained. The fee is not considered to be fixed or determinable until all material contingencies related to the sales have been resolved. The Company records revenue in the statements of operations and comprehensive income (loss) net of any sales, use, value added, or certain excise taxes imposed by governmental authorities on specific sales transactions and net of any discounts, allowances and returns. The Company’s software subscriptions to its platforms, HempOverview Ground Control AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) Note 2 – Summary of Significant Accounting Policies-Continued Additionally, customer payments received in advance of the Company completing performance obligations are recorded as contract liabilities. Customer deposits represent customer prepayments and are recognized as revenue when the term of the sale or performance obligation is completed. As of September 30, 2023 and December 31, 2022, respectively, contract liabilities represent $ 329,536 and $ 496,390 . | Revenue Recognition and Concentration Revenue from Contracts with Customers The Company generally recognizes revenue on sales to customers, dealers, and distributors upon satisfaction of performance obligations which generally occurs once controls transfer to customers, which is when product is shipped or delivered depending on specific shipping terms and, where applicable, a customer acceptance has been obtained. The fee is not considered to be fixed or determinable until all material contingencies related to the sales have been resolved. The Company records revenue in the statements of operations net of any sales, use, value added, or certain excise taxes imposed by governmental authorities on specific sales transactions and net of any discounts, allowances and returns. Under fixed-price contracts, the Company agrees to perform the specified work for a pre-determined price. To the extent the Company’s actual costs vary from the estimates upon which the price was negotiated, it will generate more or less profit or could incur a loss. The Company accounts for a contract after it has been approved by all parties to the arrangement, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 2 – Summary of Significant Accounting Policies – Continued Additionally, customer payments received in advance of the Company completing performance obligations are recorded as contract liabilities. Customer deposits represent customer prepayments and are recognized as revenue when the term of the sale or performance obligation is completed. The Company’s software subscriptions to its platforms, HempOverview Ground Control |
Internal-use Software Costs | Internal-use Software Costs – Internal-use software costs are accounted for in accordance with ASC Topic 350-40, Internal-Use Software As of September 30, 2023 and December 31, 2022, capitalized software costs for internal-use software related to the Company’s implementation of its enterprise resource planning (“ERP”) software, totaled $ 640,448 and $ 721,795 , respectively, net of accumulated amortization and are included in intangible assets, net on the condensed consolidated balance sheets. The Company placed its ERP into service on May 1, 2022. Further, capitalized software costs for internal-use software include costs incurred in connection with our HempOverview Ground Control which 1,100,734 and $ 1,332,516 , respectively, and are included in intangible assets, net on the condensed consolidated balance sheets. | |
Goodwill | Goodwill and Intangible Assets – The assets and liabilities of acquired businesses are recorded under the acquisition method of accounting at their estimated fair values at the date of acquisition. Goodwill represents costs in excess of fair values assigned to the underlying identifiable net assets of acquired businesses. Intangible assets from acquired businesses are recognized at fair value on the acquisition date and consist of customer programs, trademarks, customer relationships, technology and other intangible assets. Customer programs include values assigned to major programs of acquired businesses and represent the aggregate value associated with the customer relationships, contracts, technology and trademarks underlying the associated program and are amortized on a straight-line basis over a period of expected cash flows used to measure fair value, which ranges from four to five years. As of September 30, 2023 and December 31, 2022, the goodwill balance was $ 21,679,411 and $ 23,179,411 , respectively. The Company tests its goodwill for impairment, at least annually, unless events or changes in circumstances indicate the carrying value of goodwill may be impaired, the Company may look to perform such test sooner versus on an annual basis. Such events or changes in circumstances may include a significant deterioration in overall economic conditions, changes in the business climate of our industry, a decline in the Company’s market capitalization, decline in operating performance indicators, competition, or a reorganization of our business. The Company’s goodwill has been allocated to and is tested for impairment at a level referred to as the business segment. The level at which the Company test goodwill for impairment requires it to determine whether the operations below the business segment constitute a self-sustaining business for which discrete financial information is available and segment management regularly reviews the operating results which is referred to as a reporting unit. We use a quantitative approach when testing goodwill. To perform the quantitative impairment test, we compare the fair value of a reporting unit to it’s carrying value, including goodwill. If the fair value of a reporting unit exceeds it’s carrying value, goodwill of the reporting unit is not impaired. If the carrying value of the reporting unit, including goodwill, exceeds its fair value, a goodwill impairment loss is recognized in an amount equal to that excess. We generally estimate the fair value of each reporting unit using a combination of a discounted cash flow (“DCF”) analysis and market-based valuation methodologies such as comparable public company trading values and values observed in recent business acquisitions. Determining fair value requires the exercise of significant judgments, including the amount and timing of expected future cash flows, long-term growth rates, discount rates and relevant comparable public company earnings multiples and relevant transaction multiples. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) Note 2 – Summary of Significant Accounting Policies - Continued Due to a significant decline in our market capitalization and overall economic conditions, as well as the performance of the business, during the third quarter of 2023 we performed a quantitative goodwill impairment test at September 30, 2023 on both our reporting units that had goodwill balances recorded, SaaS and Sensors. Based on this analysis, we concluded that the carrying value of the SaaS reporting unit exceeded its estimated fair value and we recognized a goodwill impairment charge of $ 1,500,000 for this excess at September 30, 2023. At December 31, 2022, the Company recorded a goodwill impairment charge of $ 41,687,871 on two impaired reporting units, SaaS and Drones. Our goodwill balance, after the impairment, of approximately $ 21.7 million is allocated to our Sensors and SaaS reporting units as follows: $ 19 million and $ 2.7 million, respectively. As of September 30, 2023 and December 31, 2022, our intangible assets balance was $ 9,242,659 and $ 11,507,653 , respectively. Finite-lived intangibles are amortized to expense over the applicable useful lives, ranging from five to ten years, based on the nature of the asset and the underlying pattern of economic benefit as reflected by future net cash inflows. We perform an impairment test of finite-lived intangibles whenever events or changes in circumstances indicate their carrying value may be impaired. If events or changes in circumstances indicate the carrying value of a finite-lived intangible may be impaired, the sum of the undiscounted future cash flows expected to result from the use of the asset group would be compared to the asset group’s carrying value. If the asset group’s carrying amount exceeds the sum of the undiscounted future cash flows, we would determine the fair value of the asset group and record an impairment loss in net earnings. As of September 30, 2023 and December 31, 2022, the Company deemed that no impairment was indicated for the carrying value of the finite-lived intangible assets. | Goodwill During the fourth quarter of 2022 and 2021, respectively, and in accordance with ASC Topic 350, Intangibles – Goodwill and other , 26.5 41.5 |
Foreign Currency | Foreign Currency – The Company translates assets and liabilities of its foreign subsidiary, senseFly S.A., predominately in Swiss Franc to their U.S. dollar equivalents at exchange rates in effect as of the balance sheet date. Translation adjustments are not included in determining net income but are recorded in accumulated other comprehensive income on the condensed consolidated balance sheets. The Company translates the condensed consolidated statements of operations and comprehensive income (loss) of its foreign subsidiary at average exchange rates for the applicable period. Foreign currency transaction gains and losses, arising primarily from changes in exchange rates on foreign currency denominated revenues, certain purchases and intercompany transactions are recorded in other income (expense), net in the condensed consolidated statements of operations and comprehensive income (loss). | |
Shipping Costs | Shipping Costs – All shipping costs billed directly to the customer are directly offset to shipping costs resulting in a net expense to the Company, which is included in cost of goods sold in the accompanying condensed consolidated statements of operations and comprehensive income (loss). For the three months ended September 30, 2023 and 2022, shipping costs totaled $ 68,966 and $ 75,074 , respectively. For the nine-month periods ended September 30, 2023 and 2022, shipping costs totaled $ 191,447 and $ 220,049 , respectively. | Shipping Costs – 339,773 296,100 |
Advertising Costs | Advertising Costs – Advertising costs are charged to operations as incurred and presented in sales and marketing expenses in the condensed consolidated statements of operations and comprehensive income (loss). For the three months ended September 30, 2023 and 2022, advertising costs were $ 44,701 and $ 139,480 , respectively; and for the nine months ended were $ 113,119 and $ 303,862 , respectively. | Advertising Costs 351,967 262,586 |
Vendor Concentrations | Vendor Concentrations – As of September 30, 2023 and December 31, 2022, there was one significant vendor that the Company relies upon to perform certain services for the Company’s technology platform. This vendor provides services to the Company, which can be replaced by alternative vendors should the need arise. | Vendor Concentrations |
Loss Per Common Share | Loss Per Common Share and Potentially Dilutive Securities – 0.001 (“Common Stock”) equivalents (if dilutive) related to warrants, options, and convertible instruments. For the three and nine months ended September 30, 2023 and 2022, the Company has excluded all common equivalent shares outstanding for restricted stock units (“RSUs”) and options to purchase Common Stock from the calculation of diluted net loss per share, because these securities are anti-dilutive for the periods presented. As of September 30, 2023, the Company had 419,722 unvested RSUs, 2,777,732 options outstanding to purchase shares of Common Stock and 48,351,747 common stock warrants, and 6,275 of Series F Preferred Stock convertible into 25,100,000 shares of common stock. As of September 30, 2022, the Company had 629,367 unvested RSUs, 2,484,373 options outstanding to purchase shares of Common Stock and 6,311 shares of Series F Preferred Stock convertible into 10,179,032 shares of Common Stock, and 16,129,032 Common Stock warrants. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) Note 2 – Summary of Significant Accounting Policies – Continued | Loss Per Common Share – 0.0001 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 2 – Summary of Significant Accounting Policies – Continued |
Segment Reporting | Segment Reporting – In accordance with ASC Topic 280, Segment Reporting The Company has determined that it operates in four segments: ● Drones, which comprises revenues earned from contractual arrangements to develop, manufacture and /or modify complex drone related products, and to provide associated engineering, technical and other services according to customer specifications. ● Sensors, which comprises the revenue earned through the sale of sensors, cameras, and related accessories. ● SaaS, which comprises revenue earned through the offering of online-based subscriptions. ● Corporate, which comprises corporate costs only. | Segment Reporting Segment Reporting AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 2 – Summary of Significant Accounting Policies – Continued The Company has determined that operates in three segments: ● Drones, which comprises revenues earned from contractual arrangements to develop, manufacture and /or modify complex drone related products, and to provide associated engineering, technical and other services according to customer specifications. ● Sensors, which comprises the revenue earned through the sale of sensors, cameras, and related accessories. ● SaaS, which comprises revenue earned through the offering of online-based subscriptions. |
Recently Issued and Adopted Accounting Pronouncements | New Accounting Pronouncements – In March 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2022-02, Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”), which addresses areas identified by the FASB as part of its post-implementation review of its previously issued credit losses standard, ASU 2016-13, that introduced the Current Expected Credit Loss (“CECL”) model. ASU 2022-02 eliminates the accounting guidance for troubled debt restructurings by creditors that have adopted the CECL model and enhances disclosure requirements for certain loan refinancings and restructurings made with borrowers experiencing financial difficulty. In addition, ASU 2022-02 requires a public business entity to disclose current-period gross write-offs for financing receivables and net investment in leases by year of origination in the vintage disclosures. ASU 2022-02 is effective for the fiscal years beginning after December 15, 2022, and for periods within those fiscal years. Early adoption is permitted. The Company adopted ASU 2022-02 effective January 1, 2023 and it did not have a material impact on the Company’s condensed consolidated financial statements. Other recent accounting pronouncements issued by FASB did not or are not believed by management to have a material impact on the Company’s present or future condensed consolidated financial statements. | Recently Issued and Adopted Accounting Pronouncements Adopted During the first quarter of 2022, the Company early adopted Accounting Standards Update (“ASU”) ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) Pending In March 2022, the FASB issued Accounting Standards Update (“ASU”) No. 2022-02, Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 2 – Summary of Significant Accounting Policies – Continued Other recent accounting pronouncements issued by FASB did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The consolidated financial statements include the accounts of AgEagle and its wholly-owned subsidiaries, AgEagle Aerial, Inc., MicaSense, Measure and senseFly. All significant intercompany balances and transactions have been eliminated in consolidation. | |
Liquidity and Going Concern | Liquidity and Going Concern 58,253,723 20,107,670 9,079,091 If the Company is unable to generate significant sales growth in the near term and raise additional capital, there is a risk that the Company could default on additional obligations; and could be required to discontinue or significantly reduce the scope of its operations if no other means of financing operations are available. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amount and classification of liabilities or any other adjustment that might be necessary should the Company be unable to continue as a going concern. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 2 – Summary of Significant Accounting Policies – Continued | |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) | |
Trade Receivables and Credit Policy | Trade Receivables and Credit Policy – | |
Business Combinations | Business Combinations Business Combinations, 100 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 2 – Summary of Significant Accounting Policies – Continued | |
Intangible Assets | Intangible Assets In accordance with ASC Topic 350-40, Software - Internal-Use Software 721,795 278,264 In accordance with ASC Topic 985-20, Software — Costs of Software to be Sold, Leased or Marketed the company capitalizes software development costs for software to be sold, leased or marketed. Costs associated with the planning and design phase of software development are classified as research and development costs and are expensed as incurred. Once technological feasibility has been established, a portion of the costs incurred in development, including coding, testing and quality assurance, are capitalized until available for general release to customers, and subsequently reported at the lower of unamortized cost or net realizable value. Amortization is recorded per the individual technology software being released and is included in use cost of sales on the consolidated statements of operations and comprehensive loss. Annual amortization is recognized on a straight-line basis over the remaining economic life of the software (typically two years). Unamortized capitalized costs determined to be in excess of the net realizable value of a solution are expensed at the date of such determination. As of December 31, 2022 and December 31, 2021, capitalized software development costs, net of accumulated amortization, totaled $ 1,332,516 995,880 Finite-lived intangible assets are evaluated for impairment periodically, or whenever events or changes in circumstances indicate that their related carrying amounts may not be recoverable in accordance with ASC Topic 360-10-15, Impairment or Disposal of Long-Lived Assets AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 2 – Summary of Significant Accounting Policies – Continued Asset recoverability is an area involving management judgment, requiring assessment as to whether the carrying values of assets are supported by their undiscounted future cash flows. In estimating future cash flows, certain assumptions are required to be made in respect of highly uncertain matters such as revenue growth rates, operating expenses and terminal growth rates. For the year ended December 31, 2022, the Company determined the value of intangible assets was recoverable. As of December 31, 2022 and 2021, the Company reviewed the indicators for impairment and concluded that no impairment of its finite-lived intangible assets existed. | |
Provision for Warranty Expense | Provision for Warranty Expense | |
Research and Development | Research and Development 8,113,774 4,082,799 | |
Defined Benefit Plan | Defined Benefit Plan | |
Potentially Dilutive Securities | Potentially Dilutive Securities – 557,476 21,129,032 2,561,231 821,405 2,541,667 | |
Leases | Leases – Leases | |
Income Taxes | Income Taxes – Accounting for Income Taxes | |
Stock-Based Compensation Awards | Stock-Based Compensation Awards – Compensation – Stock Compensation , The Black-Scholes option-pricing model requires the input of certain assumptions that require the Company’s judgment, including the expected term and the expected stock price volatility of the underlying stock. The assumptions used in calculating the fair value of stock-based compensation represent management’s best estimates, but these estimates involve inherent uncertainties and the application of judgment. As a result, if factors change resulting in the use of different assumptions, stock-based compensation expense could be materially different in the future. | |
Contingencies | Contingencies | |
Impact of the War in Ukraine and COVID-19 On Our Business Operations | Impact of the War in Ukraine and COVID-19 On Our Business Operations Global economic challenges, including the impact of the war in Ukraine, the COVID-19 pandemic, rising inflation and supply-chain disruptions, adverse labor market conditions could cause economic uncertainty and volatility. During the year ended December 31, 2022, the COVID-19 pandemic and other supply chain disruptions continued to have a significant negative impact on the UAV industry, our customers and our business globally. The aforementioned risks and their respective impact on the UAV industry and our operational and financial performance remains uncertain and outside of our control. Specifically, as a result of the aforementioned continuing risks, our ability to access components and parts needed in order to manufacture our proprietary drones and sensors, and to perform quality testing have been, and continue to be, impacted. If we or any of our third-parties in the supply chain for materials used in our manufacturing and assembly processes continue to be adversely impacted, our supply-chain may be further disrupted, limiting our ability to manufacture and assemble products. We expect the pandemic, inflation and supply chain disruptions and their effects to continue to have a significant negative impact on our business for the duration of the pandemic and during the subsequent economic recovery, which could be for an extended period. For the year ended December 31, 2022, our supply chain was adversely impacted by the COVID-19 pandemic and other global economic challenges, causing material delays in the delivery of critical components associated with production of our newly developed sensors, that we began to sell in early 2022. These delays resulted in a significant backlog of purchase orders for our sensors. We continue to take steps to expand our supply sources and manufacturing capabilities in order to resolve the majority of our backlogged sensor orders and be better positioned to meet ongoing global market demand in the foreseeable future. While we believe we have largely overcome our supply chain challenges, this is an ongoing situation we will continue to monitor closely. |
Balance Sheets (Tables)
Balance Sheets (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Schedule of Accounts Receivable, Net | As of September 30, 2023 and December 31, 2022, accounts receivable, net consist of the following: Schedule of Accounts Receivable, Net September 30, 2023 December 31, 2022 Accounts receivable $ 2,110,725 $ 2,229,840 Less: Provision for doubtful accounts (95,680 ) (16,800 ) Accounts receivable, net $ 2,015,045 $ 2,213,040 | Schedule of Accounts Receivable, Net December 31, 2022 December 31, 2021 Accounts receivable $ 2,229,840 $ 2,918,435 Less: Provisions for doubtful accounts (16,800 ) (29,556 ) Accounts receivable, net $ 2,213,040 $ 2,888,879 |
Schedule of Inventories | As of September 30, 2023 and December 31, 2022, inventories, net consist of the following: Schedule of Inventories September 30, 2023 December 31, 2022 Raw materials $ 4,334,765 $ 5,288,206 Work-in process 714,596 1,106,056 Finished goods 1,412,710 614,400 Gross inventories 6,462,071 7,008,662 Less: Provision for excess and obsolescence reserve (398,136 ) (322,815 ) Inventories, net $ 6,063,935 $ 6,685,847 | Schedule of Inventories 2022 2021 December 31, 2022 2021 Raw materials $ 5,288,206 $ 2,862,293 Work-in process 1,106,056 647,829 Finished goods 614,400 833,785 Gross inventories 7,008,662 4,343,907 Less: Provision for obsolescence (322,815 ) (305,399 ) Inventories, net $ 6,685,847 $ 4,038,508 |
Schedule of Prepaid and Other Current Assets | As of September 30, 2023 and December 31, 2022, prepaid and other current assets, consist of the following: Schedule of Prepaid and Other Current Assets September 30, 2023 December 31, 2022 Prepaid inventories $ 171,017 $ 281,484 Prepaid software licenses and annual fees 244,628 184,429 Prepaid rent 98,751 234,691 Prepaid insurance 199,046 167,794 Prepaid VAT charges 41,030 99,558 Prepaid other and other current assets 77,716 61,592 Prepaid and other current assets $ 832,188 $ 1,029,548 | |
Schedule of Property and Equipment, Net | As of September 30, 2023 and December 31, 2022, property and equipment, net consist of the following: Schedule of Property and Equipment, Net Useful Life September 30, December 31, Estimated Useful Life September 30, December 31, Type (Years) 2023 2022 Leasehold improvements 3 - 5 $ 106,837 $ 106,837 Production tools and equipment 5 730,565 632,514 Computer and office equipment 3 - 5 514,613 507,637 Furniture 5 73,452 77,799 Drone equipment 3 170,109 170,109 Property and equipment 1,595,576 1,494,896 Less: Accumulated depreciation (997,612 ) (703,741 ) Property and equipment, net $ 597,964 $ 791,155 | As of December 31, 2022 and 2021, property and equipment, net consisted of the following: Schedule of Property and Equipment, Net Type (Years) 2022 2021 Estimated Useful Life December 31, Type (Years) 2022 2021 Leasehold improvements 3 $ 106,837 $ 81,993 Production tools and equipment 5 632,514 417,779 Computer and office equipment 3 5 507,637 559,110 Furniture 5 77,799 77,971 Drone equipment 3 170,109 95,393 Total Property and equipment $ 1,494,896 $ 1,232,246 Less: Accumulated depreciation (703,741 ) (280,118 ) Total Property and equipment, net $ 791,155 $ 952,128 |
Schedule of Property and Equipment Depreciation Expense | Schedule of Property and Equipment Depreciation Expense Type 2023 2022 2023 2022 Classification within the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) For the Three Months Ended For the Nine Months Ended Type 2023 2022 2023 2022 Cost of sales $ — $ 61,747 $ — $ 199,555 General and administrative 93,614 48,429 293,538 138,271 Depreciation expense $ 93,614 $ 110,176 $ 293,538 $ 337,826 | Schedule of Property and Equipment Depreciation Expense Type 2022 2021 For Year Ended December 31, Type 2022 2021 Cost of sales $ 266,468 $ 55,613 General and administrative 179,461 129,047 Total $ 445,929 $ 184,660 |
Schedule of Intangible Assets, Net | As of September 30, 2023 and December 31, 2022, intangible assets, net, other than goodwill, consist of the following: Schedule of Intangible Assets, Net Name Estimated Life (Years) Balance as of December 31, 2022 Additions Amortization Balance as of Intellectual property/technology 5 - 7 $ 4,473,861 $ — $ (606,726 ) $ 3,867,135 Customer base 3 - 10 2,885,657 — (853,248 ) 2,032,409 Tradenames and trademarks 5 - 10 1,757,891 — (155,958 ) 1,601,933 Non-compete agreement 2 - 4 335,933 — (335,933 ) — Platform development costs 3 1,332,516 297,596 (529,378 ) 1,100,734 Internal use software costs 3 721,795 171,516 (252,863 ) 640,448 Intangibles assets, net $ 11,507,653 $ 469,112 $ (2,734,106 ) $ 9,242,659 | As of December 31, 2022, intangible assets, net, other than goodwill, consist of following: Schedule of Intangible Assets, Net Name Estimated Life (Years) Balance as of December 31, 2021 Additions Amortization Balance as of December 31, 2022 Intellectual property/technology 5 7 $ 5,427,294 $ — $ (953,433 ) $ 4,473,861 Customer base 3 10 4,047,319 — (1,161,662 ) 2,885,657 Tradenames and trademarks 5 10 1,985,236 — (227,345 ) 1,757,891 Non-compete agreement 2 4 831,501 — (495,568 ) 335,933 Platform development costs 3 995,880 817,029 (480,393 ) 1,332,516 Internal use software costs 3 278,264 618,061 (174,530 ) 721,795 Total intangible assets, net $ 13,565,494 $ 1,435,090 $ (3,492,931 ) $ 11,507,653 As of December 31, 2021, intangible assets, net other than goodwill, consist of the following: Name Estimated Life (Years) Balance as of December 31, 2020 Additions Amortization Balance as of December 31, 2021 Intellectual property/technology 5 7 $ 231,146 $ 5,671,026 $ (474,878 ) $ 5,427,294 Customer base 3 10 38,400 4,411,499 (402,580 ) 4,047,319 Tradenames and trademarks 5 10 31,040 2,082,338 (128,142 ) 1,985,236 Non-compete agreement 2 4 67,042 901,198 (136,739 ) 831,501 Platform development costs 3 72,899 1,097,808 (174,827 ) 995,880 Internal use software costs 3 — 278,264 — 278,264 Total intangible assets, net $ 440,527 $ 14,442,133 $ (1,317,166 ) $ 13,565,494 |
Schedule of Intangible Assets Future Amortization Expenses | For the following years ending, the future amortization expenses consist of the following: Schedule of Intangible Assets Future Amortization Expenses Name (rest of year) Year One Year Two Year Three Year Four Thereafter Total For the Years Ending December 31, Name (rest of year) 2023 2024 2025 2026 2027 Thereafter Total Intellectual property/technology $ 202,242 $ 808,968 $ 808,968 $ 808,968 $ 808,968 $ 429,021 $ 3,867,135 Customer base 284,417 889,364 141,145 141,145 141,145 435,193 2,032,409 Tradenames and trademarks 51,986 207,944 207,944 207,944 207,944 718,171 1,601,933 Platform development costs 190,040 586,950 281,613 42,131 — — 1,100,734 Internal use software costs 83,192 355,947 180,461 20,848 — — 640,448 Intangible assets, net $ 811,877 $ 2,849,173 $ 1,620,131 $ 1,221,036 $ 1,158,057 $ 1,582,385 $ 9,242,659 | For the following years ending, the future amortization expenses consist of the following: Schedule of Intangible Assets Future Amortization Expenses Year One Year Two Year Three Year Four Year Five Thereafter Total For the Years Ending December 31, 2023 2024 2025 2026 2027 Thereafter Total Intellectual property/ technology $ 808,968 $ 808,968 $ 808,968 $ 808,968 $ 808,968 $ 429,021 $ 4,473,861 Customer base 1,137,663 889,364 141,145 141,145 141,145 435,195 2,885,657 Tradenames and trademarks 207,944 207,944 207,944 207,944 207,944 718,171 1,757,891 Non-compete agreement 335,933 — — — — — 335,933 Platform development costs 662,350 487,751 182,415 — — — 1,332,516 Internal use software costs 298,775 298,775 124,245 — — — 721,795 Total Intangible Assets, Net $ 3,451,633 $ 2,692,802 $ 1,464,717 $ 1,158,057 $ 1,058,057 $ 1,582,387 $ 11,507,653 |
Schedule of Accrued Expenses | As of September 30, 2023 and December 31, 2022, accrued liabilities consist of the following: Schedule of Accrued Expenses September 30, 2023 December 31, 2022 Accrued purchases and customer deposits $ 220,784 $ 102,319 Accrued compensation and related liabilities 406,739 774,916 Provision for warranty expense 279,394 288,807 Accrued dividends 342,873 172,596 Accrued interest 236,172 — Accrued professional fees 138,250 262,737 Other 26,397 79,331 Other - 354,246 Total accrued liabilities $ 1,650,609 $ 1,680,706 | As of December 31, 2022 and 2021, accrued expenses consisted of the following as of: Schedule of Accrued Expenses 2022 2021 December 31, 2022 2021 Accrued compensation and related liabilities $ 774,916 $ 1,039,979 Provision for warranty expense 288,807 286,115 Accrued professional fees 262,737 267,949 Other 354,246 307,598 Other accured liabilites 354,246 307,598 Total accrued expenses $ 1,680,706 $ 1,901,641 |
COVID Loans (Tables)
COVID Loans (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Covid Loans | ||
Schedule of Maturity of SenseFly Covid Loans | As of September 30, 2023, scheduled principal payments due under the senseFly COVID Loans are as follows: Schedule of Maturity of SenseFly Covid Loans Year ending December 31, 2023 (rest of year) $ 58,487 2024 306,722 2025 180,064 2026 90,213 2027 180,420 Thereafter Total $ 815,906 | As of December 31, 2022, scheduled principal payments due under the senseFly COVID Loans are as follows: Schedule of Maturity of SenseFly Covid Loans Year ending December 31, 2023 $ 446,456 2024 89,363 2025 89,363 2026 89,363 2027 89,363 Thereafter 89,361 Total $ 893,269 |
Promissory Note and Warrant (Ta
Promissory Note and Warrant (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Schedule of Principal Payments Due | As of September 30, 2023, scheduled principal payments due under the Second Amended Note are as follows: Schedule of Principal Payments Due Year ending December 31, 2023 (rest of year) $ 525,000 2024 3,570,000 Total $ 4,095,000 | |
Schedule of Amortization of the Discount | As of December 31, 2022, scheduled principal payments due under the Note and amortization of the discount are as follows: Schedule of Amortization of the Discount Year Ending December 31, Principal Payments Discount Amortization Balance, Net of Discount 2023 $ 962,921 $ 675,540 $ 287,381 2024 2,537,079 675,540 1,861,539 $ 3,500,000 $ 1,351,080 $ 2,148,920 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Schedule of Restricted Stock Unit Activity | For the nine months ended September 30, 2023, a summary of RSU activity is as follows: Schedule of Restricted Stock Unit Activity Shares Weighted Average Grant Date Fair Value Outstanding as of December 31, 2022 1,028,960 $ 2.31 Granted 2,000,645 0.36 Canceled (152,253 ) 1.58 Vested and released (387,456 ) 0.38 Outstanding as of September 30, 2023 2,489,896 $ 1.08 Vested as of September 30, 2023 2,070,174 $ 1.01 Unvested as of September 30, 2023 419,722 $ 1.43 Shares Weighted Average Grant Date Fair Value Outstanding as of December 31, 2021 1,147,250 $ 3.78 Granted 457,091 1.18 Canceled (168,250 ) 2.81 Vested and released (429,107 ) 3.44 Outstanding as of September 30, 2022 1,006,984 $ 2.90 Vested as of September 30, 2022 377,617 $ 3.72 Unvested as of September 30, 2022 629,367 $ 2.41 | For the year ended December 31, 2022, a summary of RSU activity is as follows: Schedule of Restricted Stock Unit Activity Shares Weighted Average Grant Date Fair Value Outstanding as of December 31, 2021 1,147,250 $ 3.78 Granted 749,067 0.93 Canceled (271,000 ) 2.79 Vested and released (596,357 ) 3.18 Outstanding as of December 31, 2022 1,028,960 $ 2.31 Vested as of December 31, 2022 471,484 $ 3.23 Unvested as of December 31, 2022 557,476 $ 1.53 For the year ended December 31, 2022, the aggregate fair value of RSUs at the time of vesting was $ 697,361 As of December 31, 2022, the Company had $ 425,878 1,780,234 For the year ended December 31, 2021, a summary of RSU activity is as follows: Shares Weighted Average Grant Date Fair Value Outstanding as of December 31, 2020 100,000 $ 1.34 Granted 1,392,402 3.99 Canceled (91,667 ) 5.40 Vested and released (253,485 ) 3.39 Outstanding as of December 31, 2021 1,147,250 $ 3.78 Vested as of December 31, 2021 325,845 $ 5.34 Unvested as of December 31, 2021 821,405 $ 3.16 |
Summary of Options Activity | For the nine months ended September 30, 2023, a summary of the options activity is as follows: Summary of Options Activity Shares Weighted Average Exercise Price Weighted Average Fair Value Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding as of December 31, 2022 2,561,231 $ 2.18 $ 1.19 3.33 $ 31,124 Granted 325,000 0.32 0.15 3.02 — Expired/Forfeited (108,499 ) 4.46 2.47 — — Outstanding as of September 30, 2023 2,777,732 $ $ 1.88 $ 1.02 2.84 $ 6,194 Exercisable as of September 30, 2023 2,297,691 $ 2.18 $ 1.18 2.53 $ 6,194 For the nine months ended September 30, 2022, a summary of the options activity is as follows: Shares Weighted Average Exercise Price Weighted Average Fair Value Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding as of December 31, 2021 2,541,667 $ 2.88 $ 1.57 4.27 $ 1,244,029 Granted 395,000 0.76 0.36 3.02 — Exercised (185,000 ) 0.40 0.29 — 10,750 Expired/Forfeited (267,294 ) 6.22 3.34 — — Outstanding as of September 30, 2022 2,484,373 $ 2.37 $ 1.29 3.47 $ 89,334 Exercisable as of September 30, 2022 1,836,095 $ 2.42 $ 1.33 3.16 $ 89,334 | For the year ended December 31, 2022, a summary of the options activity is as follows: Summary of Options Activity Shares Weighted Average Exercise Price Weighted Average Fair Value Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding as of December 31, 2021 2,541,667 $ 2.88 $ 1.57 4.27 $ 1,244,029 Granted 512,065 0.66 0.32 3.02 — Exercised (185,000 ) 0.40 0.29 — — Expired/Forfeited (307,501 ) 6.47 3.46 — — Outstanding as of December 31, 2022 2,561,231 $ 2.18 $ 1.19 3.33 $ 31,124 Exercisable as of December 31, 2022 2,046,309 $ 2.37 $ 1.30 3.06 $ 31,124 As of December 31, 2022, the Company has $ 376,797 1,640,430 Intrinsic value is measured using the fair market value at the date of exercise (for shares exercised) or as of December 31, 2022 (for outstanding options), less the applicable exercise price. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Note 10 – Equity-Continued For the year ended December 31, 2021, a summary of the options activity is as follows: Shares Weighted Average Exercise Price Weighted Average Fair Value Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding as of December 31, 2020 2,255,267 $ 1.46 $ 0.82 5.31 $ 10,247,548 Granted 1,049,500 5.31 2.85 3.01 — Exercised (513,500 ) 0.24 0.15 — 675,363 Expired/Forfeited (249,600 ) 5.50 2.96 — 7,277 Outstanding as of December 31, 2021 2,541,667 $ 2.88 $ 1.57 4.27 $ 1,244,029 Exercisable as of December 31, 2021 1,548,083 $ 1.97 $ 1.10 4.14 $ 1,178,340 |
Schedule of Significant Weighted Average Assumptions | Schedule of Significant Weighted Average Assumptions September 30, 2023 2022 Stock price $ 0.32 $ 0.46 Dividend yield — % — % Expected life (years) 3.02 3.02 Expected volatility 63.64 % 69.84. % Risk-free interest rate 4.22 % 3.25 % | Schedule of Significant Weighted Average Assumptions 2022 2021 Year Ended December 31, 2022 2021 Stock price $ 0.66 $ 5.31 Dividend yield — % — % Expected life (years) 3.02 3.01 Expected volatility 69.49 % 83.88 % Risk-free interest rate 3.47 % 0.47 % |
Leases (Tables)
Leases (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Leases | ||
Schedule of Company's Operating Leases | As of September 30, 2023 and December 31, 2022, balance sheet information related to the Company’s operating leases is as follows: Schedule of Company's Operating Leases Balance Sheet Location September 30, 2023 December 31, 2022 Right of use assets $ 3,498,051 $ 3,952,317 Current portion of lease liabilities $ 840,535 $ 628,113 Long-term portion lease liabilities $ 2,756,056 $ 3,161,703 | As of December 31, 2022 and 2021, balance sheet information related to the Company’s operating leases is as follows: Schedule of Company's Operating Leases December 31, Balance Sheet Location 2022 2021 Right of use asset Right of use asset $ 3,952,317 $ 2,019,745 Current portion of operating lease liability Current portion of operating lease liabilities $ 628,113 1,235,977 Long-term portion of operating lease liability Long-term portion of operating lease liabilities $ 3,161,703 $ 942,404 |
Schedule of Future Maturities Lease Liabilities | As of September 30, 2023, scheduled future maturities of the Company’s lease liabilities are as follows: Schedule of Future Maturities Lease Liabilities Year Ending December 31, 2023 (rest of year) $ 312,009 2024 1,032,155 2025 1,038,228 2026 816,405 2027 730,781 Thereafter 182,695 - - Total future minimum lease payments, undiscounted 4,112,273 Less: Amount representing interest (515,682 ) Present value of future minimum lease payments $ 3,596,591 Present value of future minimum lease payments – current $ 840,535 Present value of future minimum lease payments – long-term $ 2,756,056 | As of December 31, 2022, scheduled future maturities of the Company’s lease liabilities are as follows: Schedule of Future Maturities Lease Liabilities Year Ending December 31, 2023 $ 840,348 2024 945,271 2025 951,344 2026 742,855 2027 723,901 Thereafter 180,970 Total future minimum lease payments, undiscounted 4,384,689 Less: Amount representing interest (594,873 ) Present value of future minimum lease payments $ 3,789,816 Present value of future minimum lease payments – current $ 628,113 Present value of future minimum lease payments – long-term $ 3,161,703 |
Schedule of Weighted Average Lease-term and Discount Rate Leases | As of September 30, 2023 and December 31, 2022, the weighted average lease-term and discount rate of the Company’s leases are as follows: Schedule of Weighted Average Lease-term and Discount Rate Leases Other Information September 30, 2023 December 31, 2022 Weighted-average remaining lease terms (in years) 4.1 4.8 Weighted-average discount rate 6.0 % 6.0 % | As of December 31, 2022 and 2021, the weighted average lease-term and discount rate of the Company’s leases are as follows: Schedule of Weighted Average Lease-term and Discount Rate Leases Year ended December 31, 2022 2021 Other Information Weighted-average remaining lease terms (in years) 4.8 2.3 Weighted-average discount rate 6.0 % 6.0 % |
Schedule of Cash Flow Supplemental Information | For the three and nine months ended September 30, 2023 and 2022, supplemental cash flow information related to leases is as follows: Schedule of Cash Flow Supplemental Information Other Information 2023 2022 2023 2022 For the Three Months Ended For the Nine Months Ended Other Information 2023 2022 2023 2022 Cash paid for amounts included in the measurement of liabilities: Operating cash flows for operating leases $ 262,445 $ 326,542 $ 790,783 $ 1,245,893 | For the years ended December 31, 2022 and 2021, supplemental cash flow information related to leases is as follows: Schedule of Cash Flow Supplemental Information Year ended December 31, 2022 2021 Other Information Cash paid for amounts included in the measurement of liabilities: Operating cash flows for operating leases $ 1,614,468 $ 532,892 Lease liabilities related to the acquisition of right of use assets: Operating leases $ — $ 2,196,370 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Guarantees and Product Warranties [Abstract] | ||
Schedule of Summary of Activity Related to Warrants | A summary of activity related to warrants for the periods presented is as follows: Schedule of Summary of Activity Related to Warrants Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Outstanding as of December 31, 2021 — $ — — Issued 21,129,032 0.29 * — Exercised — — — Outstanding as of December 31, 2022 21,129,032 $ 0.29 * — Issued - March 2023 7,142,715 0.25 * — Issued - June 2023 25,080,000 0.38 — Exercised (5,000,000 ) 0.44 — Outstanding as of September 30, 2023 48,351,747 0.32 * 3.81 Exercisable as of September 30, 2023 23,271,747 0.25 * 2.31 * Reflects the exercise price after the Down Round Trigger events on December 6, 2022, March 9, 2023, and June 6, 2023 (see Note 7). | A summary of activity related to warrants for the periods presented is as follows: Schedule of Summary of Activity Related to Warrants Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Outstanding as of December 31, 2020 2,516,778 $ 3.30 0.83 Issued — — — Exercised (2,516,778 ) 3.30 — Outstanding as of December 31, 2021 — $ — — Issued 21,129,032 $ 0.44 * - Exercised — — — Outstanding as of December 31, 2022 21,129,032 $ 0.44 * 3.06 Exercisable as of December 31, 2022 — — — * Reflects the exercise price after the Down Round Trigger event on December 6, 2022 (see Notes 9 and 10). |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Segment Reporting [Abstract] | ||
Schedule of Goodwill and Assets | As of September 30, 2023, and December 31, 2022, and for the three and nine months ended September 30, 2023 and 2022, respectively, information about the Company’s reportable segments consisted of the following: Goodwill and Assets Schedule of Goodwill and Assets Corporate Drones Sensors SaaS Total As of September 30, 2023 Goodwill $ — $ — $ 18,972,896 $ 2,706,515 $ 21,679,411 Assets $ 2,660,979 $ 12,383,293 $ 25,495,556 $ 5,510,659 $ 46,050,487 As of December 31, 2022 Goodwill $ — $ — $ 18,972,896 $ 4,206,515 $ 23,179,411 Assets $ 4,785,643 $ 14,930,789 $ 26,081,788 $ 8,386,654 $ 54,184,874 | As of December 31, 2022 and 2021 and for the years then ended operating information about the Company’s reportable segments consisted of the following: Goodwill and Assets Schedule of Goodwill and Assets Corporate Drones Sensors SaaS Total As of December 31, 2022 Goodwill $ — $ — $ 18,972,896 $ 4,206,515 $ 23,179,411 Assets $ 4,785,643 $ 14,930,789 $ 26,081,788 $ 8,386,654 $ 54,184,874 As of December 31, 2021 Goodwill $ — $ 12,655,577 $ 18,972,896 $ 33,238,809 $ 64,867,282 Assets $ 14,516,466 $ 27,073,211 $ 25,548,066 $ 37,545,298 $ 104,683,041 |
Schedule of Segment Reporting Net (Loss) Income | Schedule of Segment Reporting Net (Loss) Income Corporate Drones Sensors SaaS Total Three Months Ended September 30, 2023 Revenues $ — $ 1,627,177 $ 1,755,712 $ 101,043 $ 3,483,932 Cost of sales — 990,413 990,457 288,988 2,269,858 Income (loss) from operations (3,229,837 ) (2,288,870 ) 168,820 (640,226 ) (5,990,113 ) Other income (expense), net (2,063,936 ) 35,322 (960 ) (441 ) (2,030,015 ) Net income (loss) $ (5,293,773 ) $ (2,253,548 ) $ 167,860 $ (640,667 ) $ (8,020,128 ) Three Months Ended September 30, 2022 Revenues $ — $ 2,081,410 $ 3,256,797 $ 152,507 $ 5,490,714 Cost of sales — 1,180,612 1,851,089 375,872 3,407,573 Income (loss) from operations (2,233,559 ) (2,688,835 ) 592,795 (817,731 ) (5,147,330 ) Other income (expense), net 6,488,327 327,066 (1,819 ) (1,292 ) 6,812,282 Net income (loss) $ 4,254,768 $ (2,361,769 ) $ 590,976 $ (819,023 ) $ 1,664,952 Corporate Drones Sensors SaaS Total Nine Months Ended September 30, 2023 Revenues $ — $ 4,861,260 $ 5,610,764 $ 347,189 $ 10,819,213 Cost of sales — 2,580,305 3,213,058 801,610 6,594,973 Income (loss) from operations (7,240,686 ) (6,626,668 ) 328,404 (1,484,110 ) (15,023,060 ) Other expense, net (2,559,654 ) (326,032 ) (960 ) (504 ) (2,887,150 ) Net income (loss) $ (9,800,340 ) $ (6,952,700 ) $ 327,444 $ (1,484,614 ) $ (17,910,210 ) Nine Months Ended September 30, 2022 Revenues $ — $ 7,856,573 $ 6,283,907 $ 480,085 $ 14,620,565 Cost of sales — 4,339,712 3,578,184 704,540 8,622,436 Loss from operations (8,194,751 ) (7,204,483 ) (217,328 ) (2,401,289 ) (18,017,851 ) Other income (expense), net 6,491,117 3,114 (3,638 ) (6,098 ) 6,484,495 Net loss $ (1,703,634 ) $ (7,201,369 ) $ (220,966 ) $ (2,407,387 ) $ (11,533,356 ) (1) Includes goodwill impairment $ 41,687,871 for the Drone and SaaS reporting segments (2) Includes goodwill impairment $ 12,357,921 for the SaaS reporting segment | Schedule of Segment Reporting Net (Loss) Income Corporate Drones Sensors SaaS Total Year ended December 31, 2022 Revenue $ — $ 9,840,321 $ 8,655,434 $ 598,670 $ 19,094,425 Cost of sales — 4,762,888 5,086,993 1,026,427 10,876,308 Loss from operations (1) (10,177,362 ) (22,004,223 ) 10,958 (32,106,210 ) (64,276,837 ) Other income (expense), net 6,416,717 (356,095 ) (30,893 ) (6,615 ) 6,023,114 Net loss $ (3,760,645 ) $ (22,360,318 ) $ (19,935 ) $ (32,112,825 ) $ (58,253,723 ) Year ended December 31, 2021 Revenue $ — $ 2,428,858 $ 6,793,727 $ 538,367 $ 9,760,952 Cost of sales — 1,474,368 3,303,286 727,054 5,504,708 Loss from operations (2) (11,976,556 ) (1,803,370 ) (1,266,599 ) (15,246,247 ) (30,292,772 ) Other income (expense), net 121,926 (16,007 ) 26,786 51,387 184,092 Net loss $ (11,854,630 ) $ (1,819,377 ) $ (1,239,813 ) $ (15,194,860 ) $ (30,108,680 ) (1) Includes goodwill impairment $ 41,687,871 (2) Includes goodwill impairment $ 12,357,921 |
Schedule of Segment Revenues by Geographic Area | Schedule of Segment Revenues by Geographic Area Drones Sensors SaaS Total Three Months Ended September 30, 2023 North America $ 547,012 $ 570,170 $ 57,447 $ 1,174,629 Latin America 383,232 80,873 38,196 502,301 Europe, Middle East and Africa 628,768 752,583 661 1,382,012 Asia Pacific 68,165 342,502 4,739 415,406 Other — 9,584 — 9,584 Total $ 1,627,177 $ 1,755,712 $ 101,043 $ 3,483,932 Three Months Ended September 30, 2022 North America $ 1,191,083 $ 1,182,218 $ 152,507 $ 2,525,808 Europe, Middle East and Africa 603,443 1,250,610 — 1,854,053 Asia Pacific 286,884 696,954 — 983,838 Other — 127,015 — 127,015 Total $ 2,081,410 $ 3,256,797 $ 152,507 $ 5,490,714 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED) Note 11 – Segment Information - Continued Drones Sensors SaaS Total Nine Months Ended September 30, 2023 North America $ 1,701,100 $ 1,783,481 $ 303,593 $ 3,788,174 Latin America 1,256,429 221,334 38,197 1,515,960 Europe, Middle East and Africa 1,714,967 2,611,108 661 4,326,736 Asia Pacific 188,764 949,040 4,738 1,142,542 Other — 45,801 — 45,801 Total $ 4,861,260 $ 5,610,764 $ 347,189 $ 10,819,213 Nine Months Ended September 30, 2022 North America $ 4,473,236 $ 2,350,426 $ 480,085 $ 7,303,747 Europe, Middle East and Africa 2,606,120 2,400,744 — 5,006,864 Asia Pacific 777,217 1,241,632 — 2,018,849 Other — 291,105 — 291,105 Total $ 7,856,573 $ 6,283,907 $ 480,085 $ 14,620,565 | Schedule of Segment Revenues by Geographic Area Drones Sensors SaaS Total Year ended December 31, 2022 North America $ 5,320,034 $ 3,173,347 $ 598,670 $ 9,092,051 Europe, Middle East and Africa 3,537,463 3,309,039 — 6,846,502 Asia Pacific 982,824 1,756,253 — 2,739,077 Other — 416,795 — 416,795 Total $ 9,840,321 $ 8,655,434 598,670 $ 19,094,425 Year ended December 31, 2021 North America $ 527,292 $ 2,235,143 $ 538,367 $ 3,300,802 Europe, Middle East and Africa 1,074,413 2,587,399 — 3,661,812 Asia Pacific 257,021 1,224,719 — 1,481,740 Other 570,132 746,466 — 1,316,598 Total $ 2,428,858 $ 6,793,727 $ 538,367 $ 9,760,952 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Acquisition [Line Items] | |
Schedule of Liabilities Related to Acquisition Agreements | As of December 31, 2022 and December 31, 2021, liabilities related to business acquisition agreements consist of the following: Schedule of Liabilities Related to Acquisition Agreements December 31, 2022 December 31, 2021 Holdback related to MicaSense Acquisition Agreement $ 23,798 $ 4,821,512 Holdback related to Measure Acquisition — 5,625,000 Holdback related to senseFly Acquisition — 8,489,989 Total acquisition agreement related liabilities 23,798 18,936,501 Less: Current portion business acquisition agreement-related liabilities (23,798 ) (10,061,501 ) Long term portion of business acquisition agreement-related liabilities $ — $ 8,875,000 |
Schedule of Pro-forma Information | These pro forma adjustments include: Schedule of Pro-forma Information 2022 2021 For the Year Ended December 31, (Unaudited) 2022 2021 Revenues $ — $ 19,564,651 Net loss $ — $ (36,395,212 ) |
Mica Sense Inc [Member] | |
Business Acquisition [Line Items] | |
Schedule of Allocation of the purchase price as of the Micasense Acquistion Date | The following table summarizes the allocation of the purchase price as of the MicaSense Acquisition Date: Schedule of Allocation of the purchase price as of the Micasense Acquistion Date Calculation of Goodwill: Net purchase price, including debt paid at close $ 23,375,681 Plus: fair value of liabilities assumed: Current liabilities 702,925 Deferred revenue 319,422 Other tangible liabilities 272,927 Defined benefit plan obligation 278,823 Debt assumed at close 2,461,721 Fair value of liabilities assumed $ 702,925 Less: fair value of assets acquired: Cash $ 885,273 Other tangible assets 1,165,666 Identifiable intangible assets 3,061,803 Fair value of assets acquired $ 5,112,742 Net nonoperating assets 25,000 Adjustments for seller transaction expenses related to purchase price allocation 32,032 Goodwill $ 18,972,896 |
Measure Global Inc [Member] | |
Business Acquisition [Line Items] | |
Schedule of Allocation of the purchase price as of the Micasense Acquistion Date | The following table summarizes the allocation of the preliminary purchase price as of the Measure Acquisition Date: Schedule of Allocation of the purchase price as of the Micasense Acquistion Date Calculation of Goodwill: Net purchase price, including debt paid at close $ 45,403,394 Plus: fair value of liabilities assumed: Deferred revenue 319,422 Other tangible liabilities 272,927 Fair value of liabilities assumed $ 592,349 Less: fair value of assets acquired: Cash 486,544 Other tangible assets 312,005 Identifiable intangibles 2,668,689 Fair value of assets acquired $ 3,467,238 Net nonoperating assets 39,775 Goodwill $ 42,488,730 |
Sense Fly SA [Member] | |
Business Acquisition [Line Items] | |
Schedule of Allocation of the purchase price as of the Micasense Acquistion Date | The following table summarizes the allocation of the preliminary purchase price as of the senseFly Acquisition Date: Schedule of Allocation of the purchase price as of the Micasense Acquistion Date Calculation of Goodwill: Net purchase price $ 20,774,526 Plus: fair value of liabilities assumed: Current liabilities 3,913,386 Defined benefit plan obligation 278,823 Debt assumed at close 2,461,721 Fair value of liabilities assumed $ 6,653,930 Less: fair value of assets acquired: Cash $ 859,044 Other tangible assets 6,327,641 Identifiable intangible assets 7,335,570 Fair value of assets acquired $ 14,522,255 Net nonoperating assets 250,624 Goodwill $ 12,655,577 |
Intangibles, Net (Tables)
Intangibles, Net (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of Intangible Assets, Net | As of September 30, 2023 and December 31, 2022, intangible assets, net, other than goodwill, consist of the following: Schedule of Intangible Assets, Net Name Estimated Life (Years) Balance as of December 31, 2022 Additions Amortization Balance as of Intellectual property/technology 5 - 7 $ 4,473,861 $ — $ (606,726 ) $ 3,867,135 Customer base 3 - 10 2,885,657 — (853,248 ) 2,032,409 Tradenames and trademarks 5 - 10 1,757,891 — (155,958 ) 1,601,933 Non-compete agreement 2 - 4 335,933 — (335,933 ) — Platform development costs 3 1,332,516 297,596 (529,378 ) 1,100,734 Internal use software costs 3 721,795 171,516 (252,863 ) 640,448 Intangibles assets, net $ 11,507,653 $ 469,112 $ (2,734,106 ) $ 9,242,659 | As of December 31, 2022, intangible assets, net, other than goodwill, consist of following: Schedule of Intangible Assets, Net Name Estimated Life (Years) Balance as of December 31, 2021 Additions Amortization Balance as of December 31, 2022 Intellectual property/technology 5 7 $ 5,427,294 $ — $ (953,433 ) $ 4,473,861 Customer base 3 10 4,047,319 — (1,161,662 ) 2,885,657 Tradenames and trademarks 5 10 1,985,236 — (227,345 ) 1,757,891 Non-compete agreement 2 4 831,501 — (495,568 ) 335,933 Platform development costs 3 995,880 817,029 (480,393 ) 1,332,516 Internal use software costs 3 278,264 618,061 (174,530 ) 721,795 Total intangible assets, net $ 13,565,494 $ 1,435,090 $ (3,492,931 ) $ 11,507,653 As of December 31, 2021, intangible assets, net other than goodwill, consist of the following: Name Estimated Life (Years) Balance as of December 31, 2020 Additions Amortization Balance as of December 31, 2021 Intellectual property/technology 5 7 $ 231,146 $ 5,671,026 $ (474,878 ) $ 5,427,294 Customer base 3 10 38,400 4,411,499 (402,580 ) 4,047,319 Tradenames and trademarks 5 10 31,040 2,082,338 (128,142 ) 1,985,236 Non-compete agreement 2 4 67,042 901,198 (136,739 ) 831,501 Platform development costs 3 72,899 1,097,808 (174,827 ) 995,880 Internal use software costs 3 — 278,264 — 278,264 Total intangible assets, net $ 440,527 $ 14,442,133 $ (1,317,166 ) $ 13,565,494 |
Schedule of Intangible Assets Future Amortization Expenses | For the following years ending, the future amortization expenses consist of the following: Schedule of Intangible Assets Future Amortization Expenses Name (rest of year) Year One Year Two Year Three Year Four Thereafter Total For the Years Ending December 31, Name (rest of year) 2023 2024 2025 2026 2027 Thereafter Total Intellectual property/technology $ 202,242 $ 808,968 $ 808,968 $ 808,968 $ 808,968 $ 429,021 $ 3,867,135 Customer base 284,417 889,364 141,145 141,145 141,145 435,193 2,032,409 Tradenames and trademarks 51,986 207,944 207,944 207,944 207,944 718,171 1,601,933 Platform development costs 190,040 586,950 281,613 42,131 — — 1,100,734 Internal use software costs 83,192 355,947 180,461 20,848 — — 640,448 Intangible assets, net $ 811,877 $ 2,849,173 $ 1,620,131 $ 1,221,036 $ 1,158,057 $ 1,582,385 $ 9,242,659 | For the following years ending, the future amortization expenses consist of the following: Schedule of Intangible Assets Future Amortization Expenses Year One Year Two Year Three Year Four Year Five Thereafter Total For the Years Ending December 31, 2023 2024 2025 2026 2027 Thereafter Total Intellectual property/ technology $ 808,968 $ 808,968 $ 808,968 $ 808,968 $ 808,968 $ 429,021 $ 4,473,861 Customer base 1,137,663 889,364 141,145 141,145 141,145 435,195 2,885,657 Tradenames and trademarks 207,944 207,944 207,944 207,944 207,944 718,171 1,757,891 Non-compete agreement 335,933 — — — — — 335,933 Platform development costs 662,350 487,751 182,415 — — — 1,332,516 Internal use software costs 298,775 298,775 124,245 — — — 721,795 Total Intangible Assets, Net $ 3,451,633 $ 2,692,802 $ 1,464,717 $ 1,158,057 $ 1,058,057 $ 1,582,387 $ 11,507,653 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Carrying Value of Goodwill for Our Operating Segments | As of December 31, 2022 and 2021, the change in the carrying value of goodwill for our operating segments (as defined in Note 17), are listed below: Schedule of Carrying Value of Goodwill for Our Operating Segments Drones Sensors SaaS Total Balance as of December 31, 2020 $ — $ — $ 3,108,000 $ 3,108,000 Acquisitions 12,655,577 18,972,896 42,488,730 74,117,203 Impairment — — (12,357,921 ) (12,357,921 ) Balance as of December 31, 2021 $ 12,655,577 $ 18,972,896 $ 33,238,809 $ 64,867,282 Impairment (12,655,577 ) — (29,032,294 ) (41,687,871 ) Balance as of December 31, 2022 $ — $ 18,972,896 $ 4,206,515 $ 23,179,411 |
Retirement Plans (Tables)
Retirement Plans (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Schedule of Net Periodic Benefit | The net periodic benefit cost of the Defined Benefit Plan for the period from January 1, 2022 through December 31, 2022 was as follows: Schedule of Net Periodic Benefit 2022 Service cost $ 392,171 Interest cost 11,412 Expected return on plan assets (102,712 ) Amortization of prior service cost (credit) (2,074 ) (Gain) loss recognized due to settlements and curtailments (23,862 ) Net periodic pension benefit cost $ 274,935 |
Schedule of Projected Benefit Obligation for the Period | The PBO is the present value of benefits earned to date by plan participants, including the effect of assumed future salary increases. The changes in the projected benefit obligation for the period from January 1, 2022 through December 31, 2022 were as follows: Schedule of Projected Benefit Obligation for the Period 2022 PBO, beginning of period $ 4,209,784 Service cost 392,171 Interest cost 11,412 Plan participation contributions 238,623 Actuarial (gains) / losses (643,244 ) Benefits paid through plan assets 229,285 Curtailments, settlements and special contractual termination benefits (1,077,952 ) Foreign currency exchange rate changes (60,459 ) PBO, end of period 3,299,621 Component representing future salary increases (115,814 ) Accumulated benefit obligation (“ABO”), end of period $ 3,183,807 |
Schedule of Change in Fair Value of the Pension Plan Assets | For the period from January 1, 2022 through December 31, 2022, the change in fair value of the Pension Plan assets were as follows: Schedule of Change in Fair Value of the Pension Plan Assets 2022 Fair value of plan assets, beginning of period $ 3,878,058 Expected return on plan assets 102,712 Gain / (losses) on plan assets (460,646 ) Employer contributions 357,934 Plan participant contributions 238,623 Benefits paid through plan assets 229,285 Settlements (1,002,215 ) Foreign currency exchange rate changes (47,347 ) Fair value of plan assets, end of period $ 3,296,404 |
Schedule of Defined Benefit Plan Assets by Major Categories | The following tables present the fair value of the Defined Benefit Plan assets by major categories and by levels within the fair value hierarchy as of December 31, 2022: Schedule of Defined Benefit Plan Assets by Major Categories Level 1 Level 2 Level 3 Total Cash and equivalents $ 279,883 $ - $ - $ 279,883 Equity securities 906,136 - - 906,136 Bonds 1,167,789 - - 1,167,789 Real estate - 570,490 - 570,490 Alternative investments - 372,105 - 372,105 Total fair value of plan assets $ 2,353,808 $ 942,596 $ - $ 3,296,404 |
Schedule of Projected Benefit Obligation | The following table shows the unfunded status of the Defined Benefit Plan, defined as plan assets less the projected benefit obligation as of December 31, 2022: Schedule of Projected Benefit Obligation Fair value of plan assets $ 3,296,404 Less: PBO (3,299,621 ) Underfunded status, end of period $ (3,217 ) |
Schedule of Comprehensive Loss Related to the Defined Benefit Plan | The Defined Benefit Plan has a PBO in excess of Defined Benefit Plan assets. For the period from January 1, 2022 through December 31, 2022, the amounts recognized in accumulated other comprehensive loss related to the Defined Benefit Plan were as follows: Schedule of Comprehensive Loss Related to the Defined Benefit Plan 2022 Net prior service (cost) / credit $ 13,941 Net gain / (loss) 121,498 Accumulated other comprehensive income (loss), net of tax $ 135,439 |
Schedule of Assumptions | The actuarial assumptions for the Defined Benefit Plan were as follows: Schedule of Assumptions Benefit obligations: Discount rate 2.25 % Estimated rate of compensation increase 1.25 % Periodic costs: Discount rate 2.25 % Estimated rate of compensation increase 1.25 % Expected average rate of return on plan assets 3.85 % |
Schedule of Expected Benefit Payments | The following table shows expected benefit payments from the Defined Benefit Plan for the next five fiscal years and the aggregate five years thereafter: Schedule of Expected Benefit Payments Year ending December 31: Expected Plan Benefit Payments 2023 $ 407,493 2024 391,408 2025 372,105 2026 351,731 2027 331,356 2028-2032 1,380,114 Total expected benefit payments by the plan $ 3,234,208 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation of Income Tax Expense | For the years ended December 31, 2022 and 2021, a reconciliation of income tax expense at the federal statutory rate to income tax expense at the Company’s effective rate is as follows: Schedule of Reconciliation of Income Tax Expense Amount Rate Rate Amount 2022 2021 Amount Rate Rate Amount Computed tax at the expected statutory rate $ (12,233,282 ) 21.00 % $ (6,337,648 ) 21.00 % State and local income taxes, net of federal (193,910 ) 0.33 % (249,537 ) 0.83 % Permanent differences 8,892,114 (15.26 )% 1,821,323 (6.04 )% Other adjustments (57,579 ) 0.09 % 409,229 (1.36 )% Stock compensation 172,056 (0.30 )% — — Return to provision adjustment 369,793 (0.63 )% (11,518 ) (0.04 )% Purchase accounting — - (1,298,228 ) 4.30 % Foreign tax differential 700,596 (1.20 )% 123,393 (0.41 )% Change in valuation allowance 2,350,212 (4.03 )% 5,542,986 (18.37 )% Income tax expense (benefit) $ — 0.00 % $ — 0.00 % |
Schedule of Deferred Tax Assets and Carryforwards | As of December 31, 2022 and 2021, the temporary differences, tax credits and carryforwards that gave rise to the following deferred tax assets (liabilities): Schedule of Deferred Tax Assets and Carryforwards 2022 2021 Property and equipment $ (100,019 ) $ (75,342 ) Other current liabilities - 28,284 Intangible assets (1,036,649 ) (1,399,267 ) Equity compensation 1,001,945 742,175 Other accrued expenses 758,951 237,508 Net operating loss carry forward 8,820,107 8,900,739 Tax credits 1,726,330 386,356 Total deferred tax assets 11,170,665 8,820,453 Valuation allowance (11,170,665 ) (8,820,453 ) Net deferred tax assets $ — $ — |
Schedule of Income Tax Valuation Allowance | The Company’s provision is primarily driven by the full valuation allowance in 2022 and 2021. Schedule of Income Tax Valuation Allowance 2022 2021 Current U.S. Federal $ — $ — U.S. State 5,750 — U.S. Foreign — — Total current provision 5,750 — Deferred — — U.S. Federal — — U.S. State — — U.S. Foreign — — Total deferred benefit — — Change in valuation allowance — — Total provision for income taxes $ 5,750 $ — |
Schedule of Provision for Incomes Taxes Consisted | The Company’s income (loss) before provision for incomes taxes consisted of the following amounts: Schedule of Provision for Incomes Taxes Consisted For the Year ended December 31, 2022 2021 United States $ (48,536,722 ) $ (28,467,858 ) International (9,717,001 ) (1,640,822 ) Total net income (loss) before income taxes $ (58,253,723 ) $ (30,108,680 ) |
Description of the Business a_2
Description of the Business and Basis of Presentation (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||||||
Net loss | $ 8,020,128 | $ (1,664,952) | $ 17,910,210 | $ 11,533,356 | $ 58,253,723 | $ 30,108,680 |
Cash used in operating activities | 8,829,669 | $ 15,168,736 | 20,107,670 | 12,463,127 | ||
Working capital | 2,818,220 | 2,818,220 | 9,079,091 | |||
Accumulated deficit | $ 134,374,548 | $ 134,374,548 | $ 111,553,444 | $ 51,054,344 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Product Information [Line Items] | |||||||
FDIC insured amount | $ 250,000 | $ 250,000 | $ 250,000 | ||||
Cash, uninsured amount | 250,000 | 250,000 | 250,000 | ||||
Contract with Customer, Liability, Current | 329,536 | 329,536 | 496,390 | $ 971,140 | |||
Capitalized software development costs for internal-use software | 640,448 | 640,448 | 721,795 | 278,264 | |||
Finite-Lived Intangible Assets, Net | 9,242,659 | 9,242,659 | 11,507,653 | 13,565,494 | $ 440,527 | ||
Goodwill | 21,679,411 | 21,679,411 | 23,179,411 | 64,867,282 | 3,108,000 | ||
Goodwill, Impairment Loss | 1,500,000 | 41,687,871 | 12,357,921 | ||||
Shipping costs | 68,966 | $ 75,074 | 191,447 | 220,049 | 339,773 | 296,100 | |
Advertising Expense | $ 44,701 | 139,480 | $ 113,119 | 303,862 | $ 351,967 | $ 262,586 | |
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Net loss | $ 8,020,128 | (1,664,952) | $ 17,910,210 | 11,533,356 | $ 58,253,723 | $ 30,108,680 | |
Cash used in operating activities | 8,829,669 | 15,168,736 | 20,107,670 | 12,463,127 | |||
Working capital | 2,818,220 | 2,818,220 | $ 9,079,091 | ||||
Percentage fair value of assets acquired, liabilities assumed | 100% | ||||||
Capitalized software development costs | $ 1,332,516 | 995,880 | |||||
Research and development expenses | 1,368,394 | 1,818,540 | 4,320,216 | 6,185,777 | $ 8,113,774 | 4,082,799 | |
Common Stock [Member] | |||||||
Product Information [Line Items] | |||||||
Common stock par value | $ 0.0001 | ||||||
Net loss | |||||||
Minimum [Member] | |||||||
Product Information [Line Items] | |||||||
Discounted cash flow discount rate | 26.50% | ||||||
Maximum [Member] | |||||||
Product Information [Line Items] | |||||||
Discounted cash flow discount rate | 41.50% | ||||||
Restricted Stock Units (RSUs) [Member] | |||||||
Product Information [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 419,722 | 629,367 | |||||
Share-Based Payment Arrangement, Option [Member] | |||||||
Product Information [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,777,732 | 2,484,373 | |||||
Common Stock Warrants [Member] | |||||||
Product Information [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 48,351,747 | 16,129,032 | 21,129,032 | 2,541,667 | |||
Series F Preferred Stock [Member] | |||||||
Product Information [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6,275 | 6,311 | |||||
Conversion of Stock, Shares Issued | 25,100,000 | 10,179,032 | |||||
Unvested Restricted Stock [Member] | |||||||
Product Information [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 557,476 | 821,405 | |||||
Options Held [Member] | |||||||
Product Information [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,561,231 | ||||||
Sensors [Member] | |||||||
Product Information [Line Items] | |||||||
Goodwill | 19,000,000 | $ 19,000,000 | |||||
SaaS [Member] | |||||||
Product Information [Line Items] | |||||||
Goodwill | 2,700,000 | 2,700,000 | |||||
Platform Development Costs [Member] | |||||||
Product Information [Line Items] | |||||||
Finite-Lived Intangible Assets, Net | $ 1,100,734 | $ 1,100,734 | $ 1,332,516 | $ 995,880 | $ 72,899 |
Schedule of Accounts Receivable
Schedule of Accounts Receivable, Net (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accounts receivable | $ 2,110,725 | $ 2,229,840 | $ 2,918,435 |
Less: Provisions for doubtful accounts | (95,680) | (16,800) | (29,556) |
Accounts receivable, net | $ 2,015,045 | $ 2,213,040 | $ 2,888,879 |
Schedule of Inventories (Detail
Schedule of Inventories (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Raw materials | $ 4,334,765 | $ 5,288,206 | $ 2,862,293 |
Work-in process | 714,596 | 1,106,056 | 647,829 |
Finished goods | 1,412,710 | 614,400 | 833,785 |
Gross inventories | 6,462,071 | 7,008,662 | 4,343,907 |
Less: Provision for obsolescence | (398,136) | (322,815) | (305,399) |
Inventories, net | 6,063,935 | 6,685,847 | 4,038,508 |
Gross inventories | 6,462,071 | 7,008,662 | 4,343,907 |
Inventories, net | $ 6,063,935 | $ 6,685,847 | $ 4,038,508 |
Schedule of Prepaid and Other C
Schedule of Prepaid and Other Current Assets (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid inventories | $ 171,017 | $ 281,484 |
Prepaid software licenses and annual fees | 244,628 | 184,429 |
Prepaid rent | 98,751 | 234,691 |
Prepaid insurance | 199,046 | 167,794 |
Prepaid VAT charges | 41,030 | 99,558 |
Prepaid other and other current assets | 77,716 | 61,592 |
Prepaid and other current assets | $ 832,188 | $ 1,029,548 |
Schedule of Property and Equipm
Schedule of Property and Equipment, Net (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | |||
Total Property and equipment | $ 1,595,576 | $ 1,494,896 | $ 1,232,246 |
Less: Accumulated depreciation | (997,612) | (703,741) | (280,118) |
Total Property and equipment, net | 597,964 | 791,155 | 952,128 |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total Property and equipment | $ 106,837 | $ 106,837 | 81,993 |
Leasehold Improvements [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 3 years | 3 years | |
Leasehold Improvements [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 5 years | ||
Production Tools And Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total Property and equipment | $ 730,565 | $ 632,514 | 417,779 |
Estimated useful life | 5 years | 5 years | |
Computer Equipment [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 3 years | 3 years | |
Computer Equipment [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total Property and equipment | $ 514,613 | $ 507,637 | 559,110 |
Estimated useful life | 5 years | 5 years | |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total Property and equipment | $ 73,452 | $ 77,799 | 77,971 |
Estimated useful life | 5 years | 5 years | |
Drone Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total Property and equipment | $ 170,109 | $ 170,109 | $ 95,393 |
Estimated useful life | 3 years | 3 years |
Schedule of Property and Equi_2
Schedule of Property and Equipment Depreciation Expense (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Total | $ 93,614 | $ 110,176 | $ 293,538 | $ 337,826 | $ 445,929 | $ 184,660 |
Cost of Sales [Member] | ||||||
Total | 61,747 | 199,555 | 266,468 | 55,613 | ||
General and Administrative Expense [Member] | ||||||
Total | $ 93,614 | $ 48,429 | $ 293,538 | $ 138,271 | $ 179,461 | $ 129,047 |
Schedule of Intangible Assets,
Schedule of Intangible Assets, Net (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Beginning balance | $ 11,507,653 | $ 13,565,494 | $ 440,527 |
Additions | 469,112 | 1,435,090 | 14,442,133 |
Amortization | (2,734,106) | (3,492,931) | (1,317,166) |
Ending balance | 9,242,659 | 11,507,653 | 13,565,494 |
Intellectual Property [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Beginning balance | 4,473,861 | 5,427,294 | 231,146 |
Additions | 5,671,026 | ||
Amortization | (606,726) | (953,433) | (474,878) |
Ending balance | $ 3,867,135 | $ 4,473,861 | $ 5,427,294 |
Intellectual Property [Member] | Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated life | 5 years | 5 years | 5 years |
Intellectual Property [Member] | Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated life | 7 years | 7 years | 7 years |
Customer-Related Intangible Assets [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Beginning balance | $ 2,885,657 | $ 4,047,319 | $ 38,400 |
Additions | 4,411,499 | ||
Amortization | (853,248) | (1,161,662) | (402,580) |
Ending balance | $ 2,032,409 | $ 2,885,657 | $ 4,047,319 |
Customer-Related Intangible Assets [Member] | Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated life | 3 years | 3 years | 3 years |
Customer-Related Intangible Assets [Member] | Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated life | 10 years | 10 years | 10 years |
Trademarks and Trade Names [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Beginning balance | $ 1,757,891 | $ 1,985,236 | $ 31,040 |
Additions | 2,082,338 | ||
Amortization | (155,958) | (227,345) | (128,142) |
Ending balance | $ 1,601,933 | $ 1,757,891 | $ 1,985,236 |
Trademarks and Trade Names [Member] | Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated life | 5 years | 5 years | 5 years |
Trademarks and Trade Names [Member] | Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated life | 10 years | 10 years | 10 years |
Noncompete Agreements [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Beginning balance | $ 335,933 | $ 831,501 | $ 67,042 |
Additions | 901,198 | ||
Amortization | (335,933) | (495,568) | (136,739) |
Ending balance | $ 335,933 | $ 831,501 | |
Noncompete Agreements [Member] | Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated life | 2 years | 2 years | 2 years |
Noncompete Agreements [Member] | Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated life | 4 years | 4 years | 4 years |
Platform Development Costs [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated life | 3 years | 3 years | 3 years |
Beginning balance | $ 1,332,516 | $ 995,880 | $ 72,899 |
Additions | 297,596 | 817,029 | 1,097,808 |
Amortization | (529,378) | (480,393) | (174,827) |
Ending balance | $ 1,100,734 | $ 1,332,516 | $ 995,880 |
Computer Software, Intangible Asset [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated life | 3 years | 3 years | 3 years |
Beginning balance | $ 721,795 | $ 278,264 | |
Additions | 171,516 | 618,061 | 278,264 |
Amortization | (252,863) | (174,530) | |
Ending balance | $ 640,448 | $ 721,795 | $ 278,264 |
Schedule of Intangible Assets F
Schedule of Intangible Assets Future Amortization Expenses (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||||
(rest of year) | $ 811,877 | |||
Year One | 2,849,173 | $ 3,451,633 | ||
Year Two | 1,620,131 | 2,692,802 | ||
Year Three | 1,221,036 | 1,464,717 | ||
Year Four | 1,158,057 | 1,158,057 | ||
Thereafter | 1,582,385 | |||
Total | 9,242,659 | 11,507,653 | $ 13,565,494 | $ 440,527 |
Finite-Lived Intangible Asset, Expected Amortization, Year Five | 1,058,057 | |||
Finite-Lived Intangible Asset, Expected Amortization, after Year Five | 1,582,387 | |||
Intellectual Property [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
(rest of year) | 202,242 | |||
Year One | 808,968 | 808,968 | ||
Year Two | 808,968 | 808,968 | ||
Year Three | 808,968 | 808,968 | ||
Year Four | 808,968 | 808,968 | ||
Thereafter | 429,021 | |||
Total | 3,867,135 | 4,473,861 | 5,427,294 | 231,146 |
Finite-Lived Intangible Asset, Expected Amortization, Year Five | 808,968 | |||
Finite-Lived Intangible Asset, Expected Amortization, after Year Five | 429,021 | |||
Customer-Related Intangible Assets [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
(rest of year) | 284,417 | |||
Year One | 889,364 | 1,137,663 | ||
Year Two | 141,145 | 889,364 | ||
Year Three | 141,145 | 141,145 | ||
Year Four | 141,145 | 141,145 | ||
Thereafter | 435,193 | |||
Total | 2,032,409 | 2,885,657 | 4,047,319 | 38,400 |
Finite-Lived Intangible Asset, Expected Amortization, Year Five | 141,145 | |||
Finite-Lived Intangible Asset, Expected Amortization, after Year Five | 435,195 | |||
Trademarks and Trade Names [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
(rest of year) | 51,986 | |||
Year One | 207,944 | 207,944 | ||
Year Two | 207,944 | 207,944 | ||
Year Three | 207,944 | 207,944 | ||
Year Four | 207,944 | 207,944 | ||
Thereafter | 718,171 | |||
Total | 1,601,933 | 1,757,891 | 1,985,236 | 31,040 |
Finite-Lived Intangible Asset, Expected Amortization, Year Five | 207,944 | |||
Finite-Lived Intangible Asset, Expected Amortization, after Year Five | 718,171 | |||
Platform Development Costs [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
(rest of year) | 190,040 | |||
Year One | 586,950 | 662,350 | ||
Year Two | 281,613 | 487,751 | ||
Year Three | 42,131 | 182,415 | ||
Year Four | ||||
Thereafter | ||||
Total | 1,100,734 | 1,332,516 | 995,880 | 72,899 |
Finite-Lived Intangible Asset, Expected Amortization, Year Five | ||||
Finite-Lived Intangible Asset, Expected Amortization, after Year Five | ||||
Computer Software, Intangible Asset [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
(rest of year) | 83,192 | |||
Year One | 355,947 | 298,775 | ||
Year Two | 180,461 | 298,775 | ||
Year Three | 20,848 | 124,245 | ||
Year Four | ||||
Thereafter | ||||
Total | 640,448 | 721,795 | 278,264 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Five | ||||
Finite-Lived Intangible Asset, Expected Amortization, after Year Five | ||||
Noncompete Agreements [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Year One | 335,933 | |||
Year Two | ||||
Year Three | ||||
Year Four | ||||
Total | 335,933 | $ 831,501 | $ 67,042 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Five | ||||
Finite-Lived Intangible Asset, Expected Amortization, after Year Five |
Schedule of Accrued Expenses (D
Schedule of Accrued Expenses (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accrued purchases and customer deposits | $ 220,784 | $ 102,319 | |
Accrued compensation and related liabilities | 406,739 | 774,916 | $ 1,039,979 |
Provision for warranty expense | 279,394 | 288,807 | 286,115 |
Accrued dividends | 342,873 | 172,596 | |
Accrued interest | 236,172 | ||
Accrued professional fees | 138,250 | 262,737 | 267,949 |
Other | 26,397 | 79,331 | |
Other accured liabilites | 354,246 | 307,598 | |
Total accrued expenses | $ 1,650,609 | $ 1,680,706 | $ 1,901,641 |
Balance Sheets (Details Narrati
Balance Sheets (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||
Finite-Lived Intangible Assets, Remaining Amortization Period | 4 years 25 days | 4 years 25 days | 4 years 6 months | |||
Amortization | $ 919,774 | $ 2,734,106 | $ 932,880 | $ 2,549,418 | $ 3,492,931 | $ 1,317,166 |
Notes Receivable (Details Narra
Notes Receivable (Details Narrative) - USD ($) | Nov. 24, 2021 | Oct. 15, 2021 | Aug. 15, 2021 | Sep. 30, 2023 | Dec. 06, 2022 | Sep. 30, 2021 | Nov. 16, 2020 | Oct. 14, 2020 |
Short-Term Debt [Line Items] | ||||||||
Principal amount | $ 3,500,000 | $ 3,500,000 | ||||||
Good faith acquisition of consideration | $ 15,000,000 | $ 15,000,000 | ||||||
Convertible Notes Payable [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Principal amount | $ 500,000 | |||||||
Payment of principal on the note | $ 315,000 | |||||||
Promissory Note [Member] | Sense Fly Acquisition [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Principal amount | $ 200,000 | |||||||
Promissory Note [Member] | Mica Sense Acquisition [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Principal amount | $ 100,000 | |||||||
Promissory Note [Member] | Sense Fly Acquisition [Member] | ||||||||
Short-Term Debt [Line Items] | ||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100% |
Schedule of Maturity of SenseFl
Schedule of Maturity of SenseFly Covid Loans (Details) - Sensefly Covid Loans [Member] - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | ||
2023 | $ 58,487 | $ 446,456 |
2024 | 306,722 | 89,363 |
2025 | 180,064 | 89,363 |
2026 | 90,213 | 89,363 |
2027 | 180,420 | 89,363 |
Thereafter | 89,361 | |
Total | $ 815,906 | $ 893,269 |
COVID Loans (Details Narrative)
COVID Loans (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
May 06, 2020 | Mar. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||||||
PPP loan amount | $ 108,532 | |||||
Sensefly [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Payment of principal and interest | $ 87,052 | $ 87,052 | $ 345,484 | $ 356,000 | ||
Sensefly Covid Loans [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Outstanding obligations under the covid loans | 893,269 | $ 815,906 | ||||
Sensefly [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Fair value of the covid loan | $ 1,440,046 | $ 1,440,046 |
Schedule of Principal Payments
Schedule of Principal Payments Due (Details) - Second Amended Note [Member] | Sep. 30, 2023 USD ($) |
Short-Term Debt [Line Items] | |
2023 (rest of year) | $ 525,000 |
2024 | 3,570,000 |
Total | $ 4,095,000 |
Promissory Note and Warrant (De
Promissory Note and Warrant (Details Narrative) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Oct. 05, 2023 USD ($) | Sep. 15, 2023 USD ($) | Sep. 15, 2023 USD ($) shares | Jun. 01, 2023 USD ($) | Dec. 06, 2022 USD ($) $ / shares shares | Jun. 26, 2022 USD ($) | Aug. 31, 2023 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) shares | Sep. 30, 2022 USD ($) shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Aug. 14, 2023 USD ($) | |
Debt Instrument [Line Items] | ||||||||||||||
Aggregate principal amount | $ 3,500,000 | $ 3,500,000 | $ 3,500,000 | |||||||||||
Number of warrant to purchase | shares | 5,000,000 | |||||||||||||
Exercise price | $ / shares | $ 0.44 | |||||||||||||
Original issue discount percent | 4% | |||||||||||||
Interest rate | 8% | |||||||||||||
Net proceeds | $ 3,285,000 | $ 3,285,000 | ||||||||||||
Debt instrument discount on the note | 140,000 | 1,182,349 | 1,182,349 | |||||||||||
Issuance costs | $ 75,000 | |||||||||||||
Estimated fair value of common stock warrants issued with the note | 1,847,200 | 1,847,200 | ||||||||||||
Total discount comprised of the fair value of warrants | $ 1,397,350 | $ 1,397,350 | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 63.64% | 69.84% | 69.49% | 83.88% | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 4.22% | 3.25% | 3.47% | 0.47% | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate | ||||||||||||||
Debt Instrument, Issued, Principal | $ 175,000 | |||||||||||||
Additional investment | $ 3,300,000 | |||||||||||||
Amortization of Debt Issuance Costs | $ 175,000 | $ 525,000 | ||||||||||||
Debt Instrument, Annual Principal Payment | 4,095,000 | $ 4,095,000 | $ 3,500,000 | |||||||||||
Debt Instrument, Increase, Accrued Interest | 595,000 | |||||||||||||
Gain (Loss) on Extinguishment of Debt | 1,523,867 | $ (6,486,899) | 1,523,867 | $ (6,486,899) | (6,463,101) | |||||||||
[custom:GainsLossesOnExtinguishmentOfDebtNet] | 2,571,133 | |||||||||||||
Unamortized discounts | 928,867 | 928,867 | 1,351,080 | |||||||||||
[custom:NetProceedsPercentage] | 50% | |||||||||||||
Proceeds from Debt, Net of Issuance Costs | $ 2,000,000 | |||||||||||||
Interest Expense | 84,443 | $ 75,950 | 412,188 | $ 236,172 | ||||||||||
Debt Instrument, Unamortized Discount | $ 0 | $ 0 | 1,351,080 | |||||||||||
Interest expense | $ 46,270 | |||||||||||||
Volatility rate | 135.80% | |||||||||||||
Risk free intrest rate | 3.73% | |||||||||||||
Dividend rate | 0% | |||||||||||||
Measurement Input, Share Price [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 0.19 | 0.19 | ||||||||||||
Measurement Input Exercise Price Pre Modification [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 0.44 | 0.44 | ||||||||||||
Measurement Input Exercise Price Post Modification [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 | ||||||||||||
Measurement Input, Price Volatility [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 129 | 129 | ||||||||||||
Measurement Input, Discount Rate [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Warrants and Rights Outstanding, Measurement Input | 4.45 | 4.45 | ||||||||||||
Minimum [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt Instrument, Annual Principal Payment | $ 595,000 | |||||||||||||
Maximum [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt Instrument, Annual Principal Payment | $ 4,095,000 | |||||||||||||
Warrant [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 135.80% | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 3.73% | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0% | |||||||||||||
Common Stock [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 16,720,000 | 4,251,151 | 4,251,151 | 6,763,091 | ||||||||||
Common Stock [Member] | Warrant Exchange Agreement [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 5,000,000 | |||||||||||||
[custom:IncrementalValuePromissoryNote] | $ 190,500 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative 1) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Jun. 08, 2023 | Jun. 05, 2023 | Mar. 09, 2023 | Dec. 06, 2022 | Jun. 26, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 5,000,000 | ||||||||||||
Exercise price | $ 0.44 | ||||||||||||
Proceeds from Issuance of Common Stock | $ 3,817,400 | $ 4,583,341 | $ 4,583,341 | $ 37,182,646 | |||||||||
[custom:PercentageOfAggregateOfTheOfferedSecurities-0] | 50% | 50% | |||||||||||
Preferred stock shares authorized | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | |||||||||
Aggregate purchase price | $ 3,817,400 | $ 4,583,341 | $ 4,583,341 | $ 37,182,646 | |||||||||
Preferred stock par value | $ 1,000 | $ 6 | $ 6 | $ 6 | |||||||||
Dividend rate | 0% | ||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Addiitonal gross proceeds | $ 8,305,368 | ||||||||||||
Description of down round or anti dilution trigger event | a down round or anti-dilution trigger event occurred resulting in the conversion rate on the Series F and the exercise price of the Series F Warrants issued with the Series F adjusting down to $0.44 from $ | ||||||||||||
Aggregate deemed dividend | $ 4,654,918 | $ 255,976 | $ 2,245,377 | $ 2,245,377 | |||||||||
Expected term | 3 years 7 days | 3 years 7 days | 3 years 7 days | 3 years 3 days | |||||||||
Volatility rate | 63.64% | 69.84% | 69.49% | 83.88% | |||||||||
Risk free interest rate | 4.22% | 3.25% | 3.47% | 0.47% | |||||||||
Expected dividend rate | |||||||||||||
Common stock, shares issued | 117,878,831 | 117,878,831 | 88,466,613 | 75,314,988 | |||||||||
Dividends | $ 49,122 | $ 170,277 | |||||||||||
Common Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of shares issued | 16,720,000 | 4,251,151 | 4,251,151 | 6,763,091 | |||||||||
Aggregate purchase price | $ 16,720 | $ 4,251 | $ 4,251 | $ 6,763 | |||||||||
Common stock, par value | $ 0.0001 | ||||||||||||
Series F Warrants [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Exercise price | $ 0.25 | $ 0.44 | $ 0.96 | ||||||||||
Addiitonal gross proceeds | $ 7,100,000 | ||||||||||||
Warrant, Exercise Price, Decrease | $ 0.44 | $ 0.25 | $ 0.42 | ||||||||||
Common Stock Warrants [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Exercise price | 0.44 | ||||||||||||
Deemed dividend on common stock warrants | 565,161 | 565,161 | |||||||||||
Additional Warrant [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 7,142,715 | ||||||||||||
Exercise price | $ 0.42 | ||||||||||||
[custom:AggregatePurchasePriceOfWarrant] | $ 3,000,000 | ||||||||||||
Series F Dividend [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Exercise price | 0.42 | ||||||||||||
Preferred Series F Convertible Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Conversion price | $ 0.42 | $ 0.42 | $ 0.62 | ||||||||||
Preferred stock par value | $ 1,000 | ||||||||||||
Dividend rate | 5% | ||||||||||||
Dividend preferred stock | $ 1,680,216 | $ 1,680,216 | |||||||||||
Series F Option [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of additional shares to purchase | 25,000,000 | 25,000,000 | |||||||||||
Series F Warrants [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Expected term | 3 years | 3 years | 2 years 6 months | ||||||||||
Volatility rate | 131% | 150% | 106% | ||||||||||
Risk free interest rate | 4.46% | 3.77% | 4.28% | ||||||||||
Expected dividend rate | 0% | 0% | 0% | ||||||||||
Additional Series F Preferred [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of shares convertible | 2,381 | ||||||||||||
Conversion price | $ 0.42 | ||||||||||||
Preferred stock par value | $ 1,000 | ||||||||||||
[custom:AdditionalSharesPurchased] | 3,000 | ||||||||||||
Series F Convertible Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Dividend preferred stock | $ 3,867,095 | $ 217,750 | |||||||||||
Common stock, shares issued | 3,000 | ||||||||||||
Number of common shares convertible | 750 | 2,588 | |||||||||||
Conversion of Stock, Shares Issued | 3,000,000 | 7,304,762 | |||||||||||
Common Stock Warrants [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrants and Rights Outstanding, Term | 3 years 9 months 14 days | 3 years 9 months 14 days | |||||||||||
Dividend preferred stock | $ 787,823 | $ 38,226 | |||||||||||
Class of Warrant or Right, Outstanding | 48,351,747 | 48,351,747 | |||||||||||
Warrant, Exercise Price, Decrease | $ 0.25 | ||||||||||||
Warrant, Exercise Price, Increase | $ 0.38 | ||||||||||||
Series F Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred stock shares authorized | 35,000 | 35,000 | 35,000 | 35,000 | |||||||||
Preferred Stock, Shares Issued | 6,275 | 6,275 | 5,863 | 0 | |||||||||
Dividend rate | 5% | ||||||||||||
Series F Preferred Stock [Member] | Common Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Common stock, shares issued | 4,137 | ||||||||||||
Number of common shares convertible | 6,804,545 | ||||||||||||
Cumulative dividends | $ 172,596 | ||||||||||||
Fair market values | $ 1,000 | ||||||||||||
Minimum [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
[custom:PercentageOfBeneficialOwnershipLimitation] | 4.99% | ||||||||||||
Maximum [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
[custom:PercentageOfBeneficialOwnershipLimitation] | 9.99% | ||||||||||||
Purchase Agreement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 25,080,000 | ||||||||||||
Exercise price | $ 0.38 | ||||||||||||
Warrants and Rights Outstanding, Term | 5 years 6 months | ||||||||||||
Number of shares issued | 16,720,000 | ||||||||||||
Proceeds from Issuance of Common Stock | $ 3,817,400 | ||||||||||||
Purchase Agreement [Member] | Investor [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 16,720,000 | ||||||||||||
Sale of Stock, Price Per Share | $ 0.25 | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 25,080,000 | ||||||||||||
Exercise price | $ 0.38 | ||||||||||||
Proceeds from Issuance of Warrants | $ 4,180,000 | ||||||||||||
Series F Agreement [Member] | Series F Warrants [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Exercise price | $ 0.96 | $ 0.96 | $ 0.96 | ||||||||||
Number of warrants to purchase | 16,129,032 | 16,129,032 | 16,129,032 | ||||||||||
Addiitonal gross proceeds | $ 10,000,000 | $ 10,000,000 | |||||||||||
Series F Agreement [Member] | Preferred Series F Convertible Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of shares issued | 10,000 | ||||||||||||
Preferred stock shares authorized | 35,000 | ||||||||||||
Aggregate purchase price | $ 10,000,000 | ||||||||||||
Gross proceeds | $ 9,920,000 | ||||||||||||
Preferred Stock, Shares Issued | 10,000 | ||||||||||||
Number of shares convertible | 16,129,032 | ||||||||||||
Conversion price | $ 0.62 |
Stockholders_ Equity (Details_2
Stockholders’ Equity (Details Narrative 2) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Feb. 08, 2021 | Aug. 04, 2020 | Oct. 31, 2019 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 06, 2022 | May 12, 2021 | Dec. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Stock price | $ 0.32 | $ 0.46 | $ 0.32 | $ 0.46 | $ 0.66 | $ 5.31 | ||||||
Issuance costs | $ 75,000 | |||||||||||
Offering amount | $ 30,868,703 | |||||||||||
Capital | $ 117,880 | $ 117,880 | $ 88,467 | 75,315 | ||||||||
Gross Profit | $ 1,214,074 | $ 2,083,141 | 4,224,240 | $ 5,998,129 | 8,218,117 | 4,256,244 | ||||||
Stock-based compensation | $ 1,125,209 | $ 3,058,741 | $ 3,420,664 | 4,508,474 | ||||||||
At The Market Sales Agreement [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Number of shares sold | 4,251,151 | |||||||||||
Proceeds from sale of stock | $ 4,583,341 | |||||||||||
Issuance costs | $ 141,754 | |||||||||||
At The Market Sales Agreement [Member] | Minimum [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Stock price | $ 1.04 | |||||||||||
At The Market Sales Agreement [Member] | Maximum [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Stock price | $ 1.18 | |||||||||||
Securities Purchase Agreement [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Capital | $ 6,313,943 | |||||||||||
Issuance of shares | 1,057,214 | |||||||||||
August Purchase Agreement [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Number of shares sold | 3,355,705 | |||||||||||
Proceeds from sale of stock | $ 9,900,000 | |||||||||||
Issuance costs | $ 100,000 | |||||||||||
Number of Common Shares convertible | 2,516,778 | |||||||||||
Conversion Price | $ 3.30 | |||||||||||
Gross Profit | $ 8,305,368 | $ 8,305,368 | ||||||||||
Conversion price | $ 2.98 | |||||||||||
Consulting Agreement [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Restricted Common Stock shares | 2,500,000 | |||||||||||
Contingent loss | $ 1,500,000 | |||||||||||
Fair market values price per shares | $ 6 | |||||||||||
Stock-based compensation | $ 0 | $ 1,407,000 | ||||||||||
Additional restricted shares of Common Stock | 550,000 | |||||||||||
Due To Related Parties | $ 2,907,000 |
Stockholders_ Equity (Details_3
Stockholders’ Equity (Details Narrative 3) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Aug. 22, 2022 | Apr. 27, 2021 | Jan. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||||||
Aggregate value | $ 3,000,000 | $ 3,000,000 | ||||
Settlement of Common Stock from contingent liability related to Measure | $ 2,812,500 | $ 2,812,500 | $ 2,812,500 | |||
Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of shares issued acquisition | 1,927,407 | 1,927,407 | ||||
Aggregate value | $ 1,927 | $ 1,927 | ||||
Settlement of Common Stock from contingent liability related to Measure | $ (499) | $ (499) | $ (499) | |||
Options Issuances [Member] | Mica Sense [Member] | ||||||
Class of Stock [Line Items] | ||||||
Issued options to purchase | 540,541 | |||||
Fair market values | $ 3,000,000 | |||||
Options Issuances [Member] | Measure [Member] | ||||||
Class of Stock [Line Items] | ||||||
Issued options to purchase | 5,319,145 | |||||
Fair market values | $ 24,375,000 | |||||
Measure Acquisition Purchase Agreement [Member] | Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of shares issued acquisition held | 997,338 | |||||
Measure Acquisition Purchase Agreement [Member] | Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of shares issued acquisition | 5,319,145 | |||||
Number of shares issued acquisition held | 997,338 | |||||
Settlement Agreement [Member] | Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of shares issued acquisition | 498,669 | |||||
Settlement of Common Stock from contingent liability related to Measure | $ 2,812,500 | |||||
Settlement Agreement [Member] | Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of shares issued acquisition | 997,338 | |||||
Number of shares issued acquisition | 498,669 | |||||
Settlement of Common Stock from contingent liability related to Measure | $ 2,812,500 | |||||
Sensefly [Member] | Sense Fly SA Purchase Agreement [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of shares issued acquisition | 1,927,407 | |||||
Aggregate value | $ 3,000,000 |
Stockholders_ Equity (Details_4
Stockholders’ Equity (Details Narrative 4) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 16, 2021 | Dec. 31, 2020 | Jul. 15, 2020 | Jun. 18, 2019 | |
Class of Stock [Line Items] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 1.88 | $ 2.37 | $ 1.88 | $ 2.37 | $ 2.18 | $ 2.88 | $ 1.46 | |||
Proceeds from Issuance of Common Stock | $ 3,817,400 | $ 4,583,341 | $ 4,583,341 | $ 37,182,646 | ||||||
Stock compensation expense | $ 142,845 | $ 556,837 | 1,125,209 | 3,058,741 | ||||||
[custom:AmortizationOfUnrecognizedPeriodicPensionCosts] | $ (742) | 97,846 | $ 43,302 | $ 100,487 | $ 135,439 | |||||
Common stock share issued | 117,878,831 | 117,878,831 | 88,466,613 | 75,314,988 | ||||||
Exercise price | $ 0.40 | $ 0.40 | $ 0.24 | |||||||
Gross profit | $ 1,214,074 | 2,083,141 | $ 4,224,240 | $ 5,998,129 | $ 8,218,117 | $ 4,256,244 | ||||
Aggregate fair value of RSU awards | 710,769 | 538,198 | 697,361 | 5,555,503 | ||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock compensation expense | 86,905 | 221,925 | 821,321 | 1,786,517 | 1,780,234 | 2,851,253 | ||||
Unrecognized stock-based compensation expense | 72,542 | 540,635 | 72,542 | 540,635 | $ 425,878 | $ 2,138,000 | ||||
Minimum [Member] | 2017 Omnibus Equity Incentive Plan [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common Stock reserved for issuance under the Equity Plan | 4,000,000 | 3,000,000 | 2,000,000 | |||||||
Maximum [Member] | 2017 Omnibus Equity Incentive Plan [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common Stock reserved for issuance under the Equity Plan | 10,000,000 | 4,000,000 | 3,000,000 | |||||||
Sponsor [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
[custom:AmortizationOfUnrecognizedPeriodicPensionCosts] | $ (742) | $ 97,846 | $ 43,302 | $ 100,487 | ||||||
Exercise of Common Stock Options [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 35,000 | 185,000 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.31 | $ 0.31 | ||||||||
Share-Based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 0.41 | $ 0.41 | ||||||||
Proceeds from Issuance of Common Stock | $ 74,350 | |||||||||
Common stock share issued | 185,000 | 505,167 | ||||||||
Gross profit | $ 74,350 | $ 122,970 | ||||||||
Exercise of Common Stock Options [Member] | Minimum [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Exercise price | $ 0.31 | $ 0.15 | ||||||||
Exercise of Common Stock Options [Member] | Maximum [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Exercise price | $ 0.41 | $ 2.65 |
Schedule of Restricted Stock Un
Schedule of Restricted Stock Unit Activity (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of shares,Beginning | 1,028,960 | 1,147,250 | 1,147,250 | 100,000 |
Weighted average grant date fair value,Beginning | $ 2.31 | $ 3.78 | $ 3.78 | $ 1.34 |
Granted | 2,000,645 | 457,091 | 749,067 | 1,392,402 |
Weighted average grant date fair value,Granted | $ 0.36 | $ 1.18 | $ 0.93 | $ 3.99 |
Canceled | (152,253) | (168,250) | (271,000) | (91,667) |
Weighted average grant date fair value,Canceled | $ 1.58 | $ 2.81 | $ 2.79 | $ 5.40 |
Vested and released | (387,456) | (429,107) | (596,357) | (253,485) |
Weighted average grant date fair value,Vested and released | $ 0.38 | $ 3.44 | $ 3.18 | $ 3.39 |
Number of shares,Ending | 2,489,896 | 1,006,984 | 1,028,960 | 1,147,250 |
Weighted average grant date fair value,Ending | $ 1.08 | $ 2.90 | $ 2.31 | $ 3.78 |
Vested | 2,070,174 | 377,617 | 471,484 | 325,845 |
Weighted average grant date fair value,Vested | $ 1.01 | $ 3.72 | $ 3.23 | $ 5.34 |
Nonvested | 419,722 | 629,367 | 557,476 | 821,405 |
Weighted average grant date fair value,Unvested | $ 1.43 | $ 2.41 | $ 1.53 | $ 3.16 |
Stockholders_ Equity (Details_5
Stockholders’ Equity (Details Narrative 5) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Apr. 19, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 710,769 | $ 538,198 | $ 697,361 | $ 5,555,503 | |||
Share-Based Payment Arrangement, Expense | $ 142,845 | $ 556,837 | $ 1,125,209 | $ 3,058,741 | |||
Exercise price | $ 0.40 | $ 0.40 | $ 0.24 | ||||
Common stock share issued | 117,878,831 | 117,878,831 | 88,466,613 | 75,314,988 | |||
Brandon Torres Declet [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Fair market shares | 125,000 | ||||||
Jesse Stepler [Member] | Directors And Officers [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 37,824 | ||||||
Fair market values | $ 54,000 | ||||||
Award payment shares | 10,000 | ||||||
Restricted Stock Units (RSUs) [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Share-Based Payment Arrangement, Expense | $ 86,905 | 221,925 | $ 821,321 | $ 1,786,517 | $ 1,780,234 | 2,851,253 | |
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 72,542 | $ 540,635 | $ 72,542 | $ 540,635 | $ 425,878 | $ 2,138,000 | |
Grant per share | $ 0.36 | $ 1.18 | $ 0.93 | $ 3.99 | |||
Restricted Stock Units (RSUs) [Member] | Brandon Torres Declet [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 125,000 | $ 545,216 | |||||
Exercise price | $ 1.12 | ||||||
Restricted Stock Units (RSUs) [Member] | Brandon Torres Declet [Member] | Maximum [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Exercise price | $ 5.40 | ||||||
Restricted Stock Units (RSUs) [Member] | Brandon Torres Declet [Member] | Minimum [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Exercise price | $ 2.94 | ||||||
Restricted Stock Units (RSUs) [Member] | Brandon Torres Declet [Member] | Performance Bonus [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 48,025 | ||||||
Restricted Stock Units (RSUs) [Member] | Brando Torres Declet [Member] | Performance Bonus [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Exercise price | $ 1.13 | ||||||
Restricted Stock Units (RSUs) [Member] | Michael Drozd [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Fair market values | $ 540,000 | ||||||
Grant per share | $ 5.40 | ||||||
Restricted Stock Units (RSUs) [Member] | Michael Drozd [Member] | Directors And Officers [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 44,998 | ||||||
Cancelled shares | 91,667 | ||||||
Common stock share issued | 8,333 | ||||||
RSU [Member] | Brandon Torres Declet [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Fair market shares | 75,000 |
Stockholders_ Equity (Details_6
Stockholders’ Equity (Details Narrative 6) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||
Sep. 29, 2023 | May 11, 2023 | Mar. 29, 2023 | Apr. 11, 2022 | Mar. 01, 2022 | Jan. 02, 2022 | Nov. 01, 2021 | May 04, 2021 | Apr. 19, 2021 | Jan. 02, 2021 | Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 06, 2022 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||
[custom:LieuPayment-0] | $ 15,000 | |||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 5,000,000 | |||||||||||||||||||
Stock compensation expense | $ 142,845 | $ 556,837 | $ 1,125,209 | $ 3,058,741 | ||||||||||||||||
Exercise price | $ 0.40 | $ 0.40 | $ 0.24 | |||||||||||||||||
Issuances Of Options To Officers And Directors [Member] | ||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||
Restricted stock units granted shares | 150,000 | 125,000 | 50,000 | 512,065 | 580,000 | |||||||||||||||
Exercise price | $ 0.45 | $ 0.23 | $ 0.17 | |||||||||||||||||
Fair market values | $ 31,350 | $ 13,000 | $ 3,750 | $ 162,663 | $ 1,231,400 | |||||||||||||||
Employee Benefits and Share-Based Compensation | $ 678,660 | $ 286,312 | ||||||||||||||||||
[custom:FairValueMarketPrice-0] | $ 0.08 | $ 0.21 | $ 0.08 | $ 0.10 | $ 0.08 | $ 0.21 | ||||||||||||||
Issuances Of Options To Officers And Directors [Member] | Minimum [Member] | ||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||
Exercise price | $ 0.17 | $ 0.84 | ||||||||||||||||||
Issuances Of Options To Officers And Directors [Member] | Maximum [Member] | ||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||
Exercise price | $ 0.56 | $ 3.37 | ||||||||||||||||||
Officers And Directors [Member] | Minimum [Member] | ||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||
Exercise price | $ 0.04 | |||||||||||||||||||
Officers And Directors [Member] | Maximum [Member] | ||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||
Exercise price | $ 3.18 | |||||||||||||||||||
Equity Option [Member] | ||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 30,000 | |||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 15,300 | |||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 5,100 | |||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||
Compensation and Benefits Trust | $ 264,705 | |||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period | 2,000,645 | 457,091 | 749,067 | 1,392,402 | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0.36 | $ 1.18 | $ 0.93 | $ 3.99 | ||||||||||||||||
Stock compensation expense | $ 86,905 | $ 221,925 | $ 821,321 | $ 1,786,517 | $ 1,780,234 | $ 2,851,253 | ||||||||||||||
Unrecognized stock-based compensation expense | 72,542 | 540,635 | $ 72,542 | 72,542 | 540,635 | 425,878 | 2,138,000 | |||||||||||||
Share-Based Payment Arrangement, Option [Member] | ||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||
Stock compensation expense | 55,940 | 345,606 | 303,888 | 1,272,226 | 1,640,430 | 1,657,221 | ||||||||||||||
Unrecognized stock-based compensation expense | 100,971 | 741,497 | 100,971 | 100,971 | 741,497 | 376,797 | 2,036,000 | |||||||||||||
September 30, 2023 [Member] | Issuances Of Options To Officers And Directors [Member] | ||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||
Employee Benefits and Share-Based Compensation | $ 5 | |||||||||||||||||||
June 30, 2023 [Member] | Issuances Of Options To Officers And Directors [Member] | ||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||
Employee Benefits and Share-Based Compensation | $ 1,625 | 1,642 | ||||||||||||||||||
March 31, 2023 [Member] | Issuances Of Options To Officers And Directors [Member] | ||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||
Employee Benefits and Share-Based Compensation | 3,919 | 7,880 | ||||||||||||||||||
Cancellations Of Options [Member] | ||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||
Fair market values | $ 91,453 | $ 237,926 | $ 267,726 | $ 892,227 | $ 1,063,673 | $ 764,034 | ||||||||||||||
Number of options cancelled | 51,250 | 67,875 | 108,499 | 267,294 | 307,501 | 257,932 | ||||||||||||||
December 2022 [Member] | Issuances Of Options To Officers And Directors [Member] | ||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||
Employee Benefits and Share-Based Compensation | $ 60,515 | |||||||||||||||||||
Prior January 1, 2021 [Member] | Officers And Directors [Member] | ||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||
Employee Benefits and Share-Based Compensation | $ 453,356 | $ 684,950 | ||||||||||||||||||
Number of options cancelled | 2,743,580 | |||||||||||||||||||
Board [Member] | ||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||
Compensation and Benefits Trust | 45,000 | |||||||||||||||||||
Non Executive Directors [Member] | ||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||
Compensation and Benefits Trust | $ 88,235 | |||||||||||||||||||
Non Executive Directors [Member] | Equity Option [Member] | ||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 90,000 | |||||||||||||||||||
Officer [Member] | ||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||
Restricted stock units granted shares | 46,367 | |||||||||||||||||||
Exercise price | $ 1.01 | |||||||||||||||||||
Employee Benefits and Share-Based Compensation | $ 46,831 | |||||||||||||||||||
Officer [Member] | 2022 Executive Compensation Plan [Member] | ||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period | 968,690 | 640,000 | 60,300 | 700,205 | ||||||||||||||||
Officer [Member] | Compensation Plan [Member] | ||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||
Restricted stock units granted shares | 62,500 | |||||||||||||||||||
Exercise price | $ 1.10 | |||||||||||||||||||
Employee Benefits and Share-Based Compensation | $ 68,750 | |||||||||||||||||||
Officer [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0.17 | $ 0.42 | ||||||||||||||||||
Officer [Member] | January One Two Thausand Twenty Two [Member] | ||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||
Restricted stock units granted shares | 50,000 | |||||||||||||||||||
Exercise price | $ 1.57 | |||||||||||||||||||
Fair market values | $ 78,500 | |||||||||||||||||||
Employee Benefits and Share-Based Compensation | 44,840 | |||||||||||||||||||
Officer [Member] | November One Two Thousand Twenty One [Member] | ||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||
Restricted stock units granted shares | 75,000 | |||||||||||||||||||
Exercise price | $ 2.94 | |||||||||||||||||||
Fair market values | $ 220,500 | |||||||||||||||||||
Employee Benefits and Share-Based Compensation | 146,951 | $ 72,362 | ||||||||||||||||||
Officer [Member] | May Four Two Thousnd Twenty One [Member] | ||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||
Restricted stock units granted shares | 111,250 | |||||||||||||||||||
Exercise price | $ 5.76 | |||||||||||||||||||
Employee Benefits and Share-Based Compensation | $ 640,800 | |||||||||||||||||||
Officer [Member] | April Nineteen Two Thousand Twenty One [Member] | ||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||||||||||||||
Restricted stock units granted shares | 125,000 | |||||||||||||||||||
Exercise price | $ 5.40 | |||||||||||||||||||
Fair market values | $ 675,000 | |||||||||||||||||||
Employee Benefits and Share-Based Compensation | $ 202,147 | $ 472,853 |
Summary of Options Activity (De
Summary of Options Activity (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | |||||
Number of shares,Beginning | 2,561,231 | 2,541,667 | 2,541,667 | 2,255,267 | |
Weighted average exercise price,Beginning | $ 2.18 | $ 2.88 | $ 2.88 | $ 1.46 | |
Weighted average fair value,Beginning | $ 1.19 | $ 1.57 | $ 1.57 | $ 0.82 | |
Weighted average remaining contractual term, Ending | 2 years 10 months 2 days | 3 years 5 months 19 days | 3 years 3 months 29 days | 4 years 3 months 7 days | 5 years 3 months 21 days |
Aggregate intrinsic value, Beginning | $ 31,124 | $ 1,244,029 | $ 1,244,029 | $ 10,247,548 | |
Number of shares,Granted | 325,000 | 395,000 | 512,065 | 1,049,500 | |
Weighted average exercise price,Granted | $ 0.32 | $ 0.76 | $ 0.66 | $ 5.31 | |
Weighted average fair value,Granted | $ 0.15 | $ 0.36 | $ 0.32 | $ 2.85 | |
Weighted average remaining contractual term,Granted | 3 years 7 days | 3 years 7 days | 3 years 7 days | 3 years 3 days | |
Number of shares,Expired/Forfeited | (108,499) | (267,294) | (307,501) | (249,600) | |
Weighted average exercise price,Expired/Forfeited | $ 4.46 | $ 6.22 | $ 6.47 | $ 5.50 | |
Weighted average fair value,Expired/Forfeited | $ 2.47 | $ 3.34 | $ 3.46 | $ 2.96 | |
Number of shares,Ending | 2,777,732 | 2,484,373 | 2,561,231 | 2,541,667 | 2,255,267 |
Weighted average exercise price,Ending | $ 1.88 | $ 2.37 | $ 2.18 | $ 2.88 | $ 1.46 |
Weighted average fair value,Ending | $ 1.02 | $ 1.29 | $ 1.19 | $ 1.57 | $ 0.82 |
Aggregate intrinsic value, Ending | $ 6,194 | $ 89,334 | $ 31,124 | $ 1,244,029 | $ 10,247,548 |
Number of shares,Exercisable | 2,297,691 | 1,836,095 | 2,046,309 | 1,548,083 | |
Weighted average exercise price,Exercisable | $ 2.18 | $ 2.42 | $ 2.37 | $ 1.97 | |
Weighted average fair value,Exercisable | $ 1.18 | $ 1.33 | $ 1.30 | $ 1.10 | |
Weighted average remaining contractual term, Exercisable | 2 years 6 months 10 days | 3 years 1 month 28 days | 3 years 21 days | 4 years 1 month 20 days | |
Aggregate intrinsic value, Exercisable | $ 6,194 | $ 89,334 | $ 31,124 | $ 1,178,340 | |
Number of shares,Exercised | (185,000) | (185,000) | (513,500) | ||
Weighted average exercise price,Exercised | $ 0.40 | $ 0.40 | $ 0.24 | ||
Weighted average fair value,Exercised | $ 0.29 | $ 0.29 | $ 0.15 | ||
Aggregate intrinsic value, Exercised | $ 10,750 | $ 675,363 | |||
Aggregate intrinsic value, forfeitures and expirations | $ 7,277 |
Schedule of Significant Weighte
Schedule of Significant Weighted Average Assumptions (Details) - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||||
Stock price | $ 0.32 | $ 0.46 | $ 0.66 | $ 5.31 |
Dividend yield | ||||
Expected life (years) | 3 years 7 days | 3 years 7 days | 3 years 7 days | 3 years 3 days |
Expected volatility | 63.64% | 69.84% | 69.49% | 83.88% |
Risk-free interest rate | 4.22% | 3.25% | 3.47% | 0.47% |
Schedule of Company's Operating
Schedule of Company's Operating Leases (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Leases | |||
Right of use assets | $ 3,498,051 | $ 3,952,317 | $ 2,019,745 |
Current portion of lease liabilities | 840,535 | 628,113 | 1,235,977 |
Long-term portion lease liabilities | $ 2,756,056 | $ 3,161,703 | $ 942,404 |
Schedule of Future Maturities L
Schedule of Future Maturities Lease Liabilities (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Leases | |||
Remainder of Fiscal Year | $ 312,009 | ||
Year One | 1,032,155 | $ 840,348 | |
Year Two | 1,038,228 | 945,271 | |
Year Three | 816,405 | 951,344 | |
Year Four | 730,781 | 742,855 | |
After Year Four | 182,695 | ||
Year Five | 723,901 | ||
After Year Five | 180,970 | ||
Total future minimum lease payments, undiscounted | 4,112,273 | 4,384,689 | |
Less: Amount representing interest | (515,682) | (594,873) | |
Present value of future minimum lease payments | 3,596,591 | 3,789,816 | |
Current portion of lease liabilities | 840,535 | 628,113 | $ 1,235,977 |
Present value of future minimum lease payments long-term | $ 2,756,056 | $ 3,161,703 | $ 942,404 |
Schedule of Weighted Average Le
Schedule of Weighted Average Lease-term and Discount Rate Leases (Details) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases | |||
Weighted-average remaining lease terms | 4 years 1 month 6 days | 4 years 9 months 18 days | 2 years 3 months 18 days |
Weighted-average discount rate | 6% | 6% | 6% |
Schedule of Cash Flow Supplemen
Schedule of Cash Flow Supplemental Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases | ||||||
Operating cash flows for operating leases | $ 262,445 | $ 326,542 | $ 790,783 | $ 1,245,893 | $ 1,614,468 | $ 532,892 |
Operating leases | $ 2,196,370 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||||
[custom:OperatingLeasesRentExpenseSubleaseRentals] | $ 433,137 | |||||
Operating Lease, Impairment Loss | 79,287 | |||||
Operating Lease, Lease Income | 24,284 | |||||
Lease | $ 267,745 | $ 326,542 | $ 791,558 | $ 1,254,893 | $ 1,287,143 | $ 532,892 |
Sense Fly Acquisition [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Operating lease rent expenses | 4,384,689 | |||||
Measure Acquisition [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Operating lease rent expenses | 82,500 | |||||
Mica Sense Acquisition [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Operating lease rent expenses | $ 682,000 | |||||
Operating lease percentage | 3% |
Schedule of Summary of Activity
Schedule of Summary of Activity Related to Warrants (Details) - Warrant [Member] - $ / shares | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |||||
Warrants Outstanding, Beginning Balance | 21,129,032 | 2,516,778 | ||||||
Weighted Average Exercise Price Outstanding, Beginning balance | $ 0.44 | [1] | [2] | $ 3.30 | ||||
Warrants Issued | 21,129,032 | |||||||
Weighted Average Exercise Price, Warrants Issued | [2] | $ 0.29 | ||||||
Warrants Exercised | (5,000,000) | (2,516,778) | ||||||
Exercise price | $ 0.44 | $ 3.30 | ||||||
Weighted Average Exercise Price Outstanding, Beginning balance | [2] | $ 0.29 | ||||||
Weighted Average Exercise Price, Warrants Issued | $ 0.44 | [1] | ||||||
Warrants Outstanding, Ending Balance | 48,351,747 | 21,129,032 | 2,516,778 | |||||
Weighted Average Exercise Price Outstanding, Ending balance | $ 0.32 | [2] | $ 0.44 | [1] | [2] | $ 3.30 | ||
Weighted-Average Remaining Contractual Term Outstanding | 3 years 9 months 21 days | 3 years 21 days | 9 months 29 days | |||||
Warrants Exercisable at end | 23,271,747 | |||||||
Weighted Average Exercise Price, Warrants Exercise price | $ 0.25 | [2] | ||||||
Weighted-Average Remaining Contractual Term Exercisable | 2 years 3 months 21 days | |||||||
March 2023 [Member] | ||||||||
Warrants Issued | 7,142,715 | |||||||
Weighted Average Exercise Price, Warrants Issued | [2] | $ 0.25 | ||||||
June 2023 [Member] | ||||||||
Warrants Issued | 25,080,000 | |||||||
Weighted Average Exercise Price, Warrants Issued | $ 0.38 | |||||||
[1]Reflects the exercise price after the Down Round Trigger event on December 6, 2022 (see Notes 9 and 10).[2]Reflects the exercise price after the Down Round Trigger events on December 6, 2022, March 9, 2023, and June 6, 2023 (see Note 7). |
Warrants (Details Narrative)
Warrants (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Jun. 05, 2023 | Mar. 09, 2023 | Dec. 06, 2022 | Jun. 26, 2022 | Feb. 08, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 08, 2023 | |
Common stock purchase of warrant | 5,000,000 | |||||||||||
Exercise price | $ 0.44 | |||||||||||
Addiitonal gross proceeds | $ 8,305,368 | |||||||||||
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Share price | 0.32 | $ 0.46 | $ 0.66 | $ 5.31 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Intrinsic Value, Amount Per Share | ||||||||||||
Series F Warrants [Member] | ||||||||||||
Exercise price | $ 0.44 | $ 0.96 | $ 0.25 | |||||||||
Addiitonal gross proceeds | $ 7,100,000 | |||||||||||
Warrant price | $ 0.44 | $ 0.25 | $ 0.42 | |||||||||
Securities Purchase Agreement [Member] | Series F Warrants [Member] | ||||||||||||
Exercise price | $ 0.96 | |||||||||||
Common Stock [Member] | ||||||||||||
Common stock par value | $ 0.0001 | |||||||||||
Sale of Common Stock, net of issuance costs, shares | 16,720,000 | 4,251,151 | 4,251,151 | 6,763,091 | ||||||||
Common Stock [Member] | Securities Purchase Agreement [Member] | ||||||||||||
Common stock purchase of warrant | 25,080,000 | 7,142,715 | 5,000,000 | 16,129,032 | ||||||||
Exercise price | $ 0.38 | $ 0.42 | $ 0.44 | |||||||||
Addiitonal gross proceeds | $ 3,000,000 | |||||||||||
Warrant price | $ 0.25 | |||||||||||
Shares issued for debt conversion | 5,000,000 | |||||||||||
Common stock par value | $ 0.001 | |||||||||||
Common Stock Warrant [Member] | ||||||||||||
Sale of Common Stock, net of issuance costs, shares | 5,000,000 | |||||||||||
Share price | $ 0.44 | |||||||||||
Warrant [Member] | Securities Purchase Agreement [Member] | ||||||||||||
Common stock purchase of warrant | 2,516,778 | |||||||||||
Addiitonal gross proceeds | $ 8,305,368 | |||||||||||
Share price | $ 3.30 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |||||||||||||
Sep. 27, 2023 | Dec. 06, 2022 | Jul. 02, 2022 | Apr. 11, 2022 | Feb. 07, 2022 | Jan. 17, 2022 | Nov. 12, 2021 | Jun. 11, 2021 | Jun. 10, 2021 | May 24, 2021 | Apr. 19, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Loss Contingencies [Line Items] | |||||||||||||||
Other commitment | $ 2,126,081 | $ 3,155,867 | |||||||||||||
Legal fees | $ 190,000 | ||||||||||||||
Number of stock options granted | 325,000 | 395,000 | 512,065 | 1,049,500 | |||||||||||
Fair value of RSUs | $ 710,769 | $ 538,198 | $ 697,361 | $ 5,555,503 | |||||||||||
Purchase commitments | $ 3,155,867 | ||||||||||||||
Chief Financial Officer [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Legal fees | $ 125,000 | ||||||||||||||
Ms Kelly J Anderson [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Officers compensation | $ 60,000 | ||||||||||||||
Number of stock options granted | 25,000 | ||||||||||||||
Exercisable period | 5 years | ||||||||||||||
Vesting period | 2 years | ||||||||||||||
Mr Michael O Sullivian [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Description of severance agreement | (i) three months of base salary, paid in the form of salary continuation, in accordance with the terms of a Separation Agreement to be entered into at the time of termination; (ii) three months of paid Garden Leave, which is paid in the form of salary continuation, in accordance with the laws of Switzerland; and (iii) a grant of fully-vested RSUs with a fair market value of 150,000 CHF on the date of termination of employment, pursuant to the terms of the separation agreement. | ||||||||||||||
Mr Michael O Sullivian [Member] | 2022 Executive Compensation Plan [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Officers compensation | $ 250,000 | ||||||||||||||
Exercisable period | 5 years | ||||||||||||||
Vesting period | 2 years | ||||||||||||||
Percentage of annual cash bonus | 30% | ||||||||||||||
Fair value of RSUs | $ 87,500 | ||||||||||||||
Cash bonus | 87,500 | ||||||||||||||
Immediately granted fair value of RSUs | 43,750 | ||||||||||||||
Remaining fair value of RSUs | 43,750 | ||||||||||||||
Cash payment | $ 87,500 | ||||||||||||||
Number of stock options granted | 10,000 | ||||||||||||||
Mr Michael O Sullivian [Member] | 2022 Executive Compensation Plan [Member] | Maximum [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Fair value of RSUs | $ 150,000 | ||||||||||||||
Mr Michael O Sullivian [Member] | Mr Barrett Mooney [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Exercisable period | 5 years | ||||||||||||||
Mr Barrett Mooney [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Officers compensation | $ 380,000 | ||||||||||||||
Percentage of annual cash bonus | 35% | ||||||||||||||
Description of severance agreement | (i) six months of base salary, paid in the form of salary continuation, in accordance with the terms of a Separation Agreement to be entered into at the time of termination; (ii) reimbursement of COBRA health insurance premiums at the same rate as if the executive officer were an active employee of the Company (conditioned on the executive officer having elected COBRA continuation coverage) for a period of 6 months or, if earlier, until the executive officer is eligible for group health insurance benefits from another employer; and (iii) a grant of fully-vested RSUs with a fair market value of $190,000 on the date of termination of employment, pursuant to the terms of the separation agreement. | ||||||||||||||
Mr Barrett Mooney [Member] | 2022 Executive Compensation Plan [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Vesting period | 2 years | ||||||||||||||
Number of stock options granted | 25,000 | ||||||||||||||
Number of RSUs | 350,000 | ||||||||||||||
Mr Torres Declet [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Officers compensation | $ 235,000 | $ 225,000 | $ 225,000 | ||||||||||||
Percentage of annual cash bonus | 20% | 20% | |||||||||||||
Cash bonus | $ 5,000 | ||||||||||||||
Number of stock options granted | 42,500 | 111,607 | 125,000 | ||||||||||||
Fair value of fully vested restricted shares of common stock | $ 125,000 | ||||||||||||||
Number of non qualified options to acquire shares of common stock | 25,000 | ||||||||||||||
Mr Torres Declet [Member] | 2021 Executive Bonus [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Cash bonus | $ 10,000 | ||||||||||||||
Number of RSUs | 75,000 | ||||||||||||||
Mr J Michael Drozd [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Description of severance agreement | (i) his regular base salary at the annual rate of $235,000 through the Termination Date; (ii) an annual performance bonus comprised of $37,130 in cash and 118,500 shares of the Company’s Common Stock, (iii) severance pay equal to six months of his base salary as of the Termination Date; (iv) reimbursement for six months’ of COBRA health insurance premiums at the same rate as if Mr. Drozd were an active employee of the Company; (v) cash payment equal to three days of accrued and unused vacation days; and (vi) 26,652 fully-vested RSUs with a fair value of $125,000 at the date of grant. Additionally, Mr. Drozd’s then outstanding and unvested equity awards continued to be governed by the terms of the applicable award agreements, except that 8,333 of the 100,000 RSUs granted to him on April 19, 2021, in accordance with his employment agreement with the Company, vested on the effective date of the Separation Agreement. | ||||||||||||||
Nicole Fernandez Mc Govern [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Number of stock options granted | 125,000 | ||||||||||||||
Description of severance agreement | (i) six months of base salary, paid in the form of salary continuation, in accordance with the terms of a Separation Agreement to be entered into at the time of termination; (ii) reimbursement of COBRA health insurance premiums at the same rate as if the executive officer were an active employee of the Company (conditioned on the executive officer having elected COBRA continuation coverage) for a period of 6 months or, if earlier, until the executive officer is eligible for group health insurance benefits from another employer; and (iii) a grant of fully-vested RSUs with a fair market value of $125,000 on the date of termination of employment, pursuant to the terms of the separation agreement. | ||||||||||||||
Nicole Fernandez Mc Govern [Member] | 2021 Executive Bonus Award [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Cash bonus | $ 10,000 | ||||||||||||||
Number of stock options granted | 62,500 | ||||||||||||||
Nicole Fernandez Mc Govern [Member] | 2022 Executive Compensation Plan [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Cash bonus | $ 50,000 | ||||||||||||||
Nicole Fernandez Mc Govern [Member] | Twenty Twenty One Compensation Plan [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Cash bonus | $ 10,000 | ||||||||||||||
Nicole Fernandez Mc Govern [Member] | Twenty Twenty One Executive Compensation Plan [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Number of RSUs | 75,000 | ||||||||||||||
Nicole Fernandez Mc Govern [Member] | Maximum [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Number of non-qualified options | 25,000 | ||||||||||||||
Nicole Fernandez Mc Govern [Member] | Minimum [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Number of non-qualified options | 15,000 | ||||||||||||||
Nicole Fernandez Mc Govern [Member] | 2022 Executive Compensation Plan [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Exercisable period | 5 years | ||||||||||||||
Vesting period | 2 years | ||||||||||||||
Percentage of annual cash bonus | 35% | ||||||||||||||
Fair value of RSUs | $ 50,000 | ||||||||||||||
Number of stock options granted | 25,000 | ||||||||||||||
Nicole Fernandez Mc Govern [Member] | 2022 Executive Compensation Plan [Member] | Maximum [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Fair value of RSUs | $ 300,000 |
Schedule of Goodwill and Assets
Schedule of Goodwill and Assets (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Segment Reporting Information [Line Items] | ||||
Goodwill | $ 21,679,411 | $ 23,179,411 | $ 64,867,282 | $ 3,108,000 |
Assets | 46,050,487 | 54,184,874 | 104,683,041 | |
Corporate Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Goodwill | ||||
Assets | 2,660,979 | 4,785,643 | 14,516,466 | |
Drones And Custom Manufacturing [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Goodwill | ||||
Assets | 12,383,293 | 14,930,789 | ||
Sensors [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Goodwill | 18,972,896 | 18,972,896 | 18,972,896 | |
Assets | 25,495,556 | 26,081,788 | 25,548,066 | |
SaaS [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Goodwill | 2,706,515 | 4,206,515 | 33,238,809 | |
Assets | $ 5,510,659 | 8,386,654 | 37,545,298 | |
Drones [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Goodwill | 12,655,577 | |||
Assets | $ 14,930,789 | $ 27,073,211 |
Schedule of Segment Reporting N
Schedule of Segment Reporting Net (Loss) Income (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Segment Reporting Information [Line Items] | ||||||||
Revenue | $ 3,483,932 | $ 5,490,714 | $ 10,819,213 | $ 14,620,565 | $ 19,094,425 | $ 9,760,952 | ||
Cost of sales | 2,269,858 | 3,407,573 | 6,594,973 | 8,622,436 | 10,876,308 | 5,504,708 | ||
Loss from operations | (5,990,113) | (5,147,330) | (15,023,060) | (18,017,851) | (64,276,837) | [1] | (30,292,772) | [2] |
Other income (expense), net | (2,030,015) | 6,812,282 | (2,887,150) | 6,484,495 | ||||
Net loss | (8,020,128) | 1,664,952 | (17,910,210) | (11,533,356) | (58,253,723) | (30,108,680) | ||
Other income (expense), net | (2,030,015) | 6,812,282 | (2,887,150) | 6,484,495 | 6,023,114 | 184,092 | ||
Corporate Segment [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | ||||||||
Cost of sales | ||||||||
Loss from operations | (3,229,837) | (2,233,559) | (7,240,686) | (8,194,751) | (10,177,362) | [1] | (11,976,556) | [2] |
Other income (expense), net | (2,063,936) | 6,488,327 | (2,559,654) | 6,491,117 | ||||
Net loss | (5,293,773) | 4,254,768 | (9,800,340) | (1,703,634) | (3,760,645) | (11,854,630) | ||
Other income (expense), net | 6,416,717 | 121,926 | ||||||
Drones And Custom Manufacturing [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | 1,627,177 | 2,081,410 | 4,861,260 | 7,856,573 | ||||
Cost of sales | 990,413 | 1,180,612 | 2,580,305 | 4,339,712 | ||||
Loss from operations | (2,288,870) | (2,688,835) | (6,626,668) | (7,204,483) | ||||
Other income (expense), net | 35,322 | 327,066 | (326,032) | 3,114 | ||||
Net loss | (2,253,548) | (2,361,769) | (6,952,700) | (7,201,369) | ||||
Sensors [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | 1,755,712 | 3,256,797 | 5,610,764 | 6,283,907 | 8,655,434 | 6,793,727 | ||
Cost of sales | 990,457 | 1,851,089 | 3,213,058 | 3,578,184 | 5,086,993 | 3,303,286 | ||
Loss from operations | 168,820 | 592,795 | 328,404 | (217,328) | 10,958 | [1] | (1,266,599) | [2] |
Other income (expense), net | (960) | (1,819) | (960) | (3,638) | ||||
Net loss | 167,860 | 590,976 | 327,444 | (220,966) | (19,935) | (1,239,813) | ||
Other income (expense), net | (30,893) | 26,786 | ||||||
SaaS [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | 101,043 | 152,507 | 347,189 | 480,085 | 598,670 | 538,367 | ||
Cost of sales | 288,988 | 375,872 | 801,610 | 704,540 | 1,026,427 | 727,054 | ||
Loss from operations | (640,226) | (817,731) | (1,484,110) | (2,401,289) | (32,106,210) | [1] | (15,246,247) | [2] |
Other income (expense), net | (441) | (1,292) | (504) | (6,098) | ||||
Net loss | $ (640,667) | $ (819,023) | $ (1,484,614) | $ (2,407,387) | (32,112,825) | (15,194,860) | ||
Other income (expense), net | (6,615) | 51,387 | ||||||
Drones [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenue | 9,840,321 | 2,428,858 | ||||||
Cost of sales | 4,762,888 | 1,474,368 | ||||||
Loss from operations | (22,004,223) | [1] | (1,803,370) | [2] | ||||
Net loss | (22,360,318) | (1,819,377) | ||||||
Other income (expense), net | $ (356,095) | $ (16,007) | ||||||
[1]Includes goodwill impairment $ 41,687,871 12,357,921 |
Schedule of Segment Reporting_2
Schedule of Segment Reporting Net (Loss) Income (Details) (Parenthetical) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Drone and SaaS [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Good will impairment | $ 41,687,871 |
SaaS [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Good will impairment | $ 12,357,921 |
Schedule of Segment Revenues by
Schedule of Segment Revenues by Geographic Area (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total | $ 3,483,932 | $ 5,490,714 | $ 10,819,213 | $ 14,620,565 | $ 19,094,425 | $ 9,760,952 |
Drones And Custom Manufacturing [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total | 1,627,177 | 2,081,410 | 4,861,260 | 7,856,573 | ||
Sensors [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total | 1,755,712 | 3,256,797 | 5,610,764 | 6,283,907 | 8,655,434 | 6,793,727 |
SaaS [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total | 101,043 | 152,507 | 347,189 | 480,085 | 598,670 | 538,367 |
Drones [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total | 9,840,321 | 2,428,858 | ||||
North America [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total | 1,174,629 | 2,525,808 | 3,788,174 | 7,303,747 | 9,092,051 | 3,300,802 |
North America [Member] | Drones And Custom Manufacturing [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total | 547,012 | 1,191,083 | 1,701,100 | 4,473,236 | ||
North America [Member] | Sensors [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total | 570,170 | 1,182,218 | 1,783,481 | 2,350,426 | 3,173,347 | 2,235,143 |
North America [Member] | SaaS [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total | 57,447 | 152,507 | 303,593 | 480,085 | 598,670 | 538,367 |
North America [Member] | Drones [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total | 5,320,034 | 527,292 | ||||
Latin America [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total | 502,301 | 1,515,960 | ||||
Latin America [Member] | Drones And Custom Manufacturing [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total | 383,232 | 1,256,429 | ||||
Latin America [Member] | Sensors [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total | 80,873 | 221,334 | ||||
Latin America [Member] | SaaS [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total | 38,196 | 38,197 | ||||
EMEA [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total | 1,382,012 | 1,854,053 | 4,326,736 | 5,006,864 | ||
EMEA [Member] | Drones And Custom Manufacturing [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total | 628,768 | 603,443 | 1,714,967 | 2,606,120 | ||
EMEA [Member] | Sensors [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total | 752,583 | 1,250,610 | 2,611,108 | 2,400,744 | ||
EMEA [Member] | SaaS [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total | 661 | 661 | ||||
Asia Pacific [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total | 415,406 | 983,838 | 1,142,542 | 2,018,849 | 2,739,077 | 1,481,740 |
Asia Pacific [Member] | Drones And Custom Manufacturing [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total | 68,165 | 286,884 | 188,764 | 777,217 | ||
Asia Pacific [Member] | Sensors [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total | 342,502 | 696,954 | 949,040 | 1,241,632 | 1,756,253 | 1,224,719 |
Asia Pacific [Member] | SaaS [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total | 4,739 | 4,738 | ||||
Asia Pacific [Member] | Drones [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total | 982,824 | 257,021 | ||||
Other Geographic Area [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total | 9,584 | 127,015 | 45,801 | 291,105 | 416,795 | 1,316,598 |
Other Geographic Area [Member] | Drones And Custom Manufacturing [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total | ||||||
Other Geographic Area [Member] | Sensors [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total | 9,584 | 127,015 | 45,801 | 291,105 | 416,795 | 746,466 |
Other Geographic Area [Member] | SaaS [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total | ||||||
Other Geographic Area [Member] | Drones [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total | 570,132 | |||||
Europe Middle East and Africa [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total | 6,846,502 | 3,661,812 | ||||
Europe Middle East and Africa [Member] | Sensors [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total | 3,309,039 | 2,587,399 | ||||
Europe Middle East and Africa [Member] | SaaS [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total | ||||||
Europe Middle East and Africa [Member] | Drones [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total | $ 3,537,463 | $ 1,074,413 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 12 Months Ended | ||||||||
Oct. 10, 2023 | Oct. 05, 2023 | Oct. 05, 2023 | Mar. 09, 2023 | Dec. 06, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Feb. 03, 2023 | |
Subsequent Event [Line Items] | |||||||||
[custom:NetProceedsPercentage] | 50% | ||||||||
Proceeds from Notes Payable | $ 3,285,000 | $ 3,285,000 | |||||||
Common Stock, Shares Authorized | 250,000,000 | 250,000,000 | 250,000,000 | ||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Common Stock warrant to purchase exercise price | $ 0.44 | ||||||||
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Stockholders' Equity, Reverse Stock Split | 1-for-10 shares and 1-for-20 shares | ||||||||
Common stock, par value | $ 0.001 | ||||||||
Subsequent Event [Member] | Additional Series F Preferred Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Preferred stock conversion price | $ 0.42 | ||||||||
Subsequent Event [Member] | Additional Warrants [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Warrants to purchase common stock | 7,142,715 | ||||||||
Common Stock warrant to purchase exercise price | $ 0.42 | ||||||||
Common stock warrant to purchase aggregate price | $ 3,000,000 | ||||||||
Subsequent Event [Member] | Series F Convertible Preferred Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Preferred stock, par value | $ 0.001 | ||||||||
Subsequent Event [Member] | Additional Series F Preferred Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of convertible preferred stock issued | 3,000 | ||||||||
Conversion of preferred stock | 2,381 | ||||||||
Subsequent Event [Member] | Additional Series F Convertible Preferred Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Preferred stock, par value | $ 1,000 | ||||||||
Subsequent Event [Member] | Minimum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Common Stock, Shares Authorized | 10,000,000 | ||||||||
Subsequent Event [Member] | Maximum [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Common Stock, Shares Authorized | 15,000,000 | ||||||||
Second Note Amendment Agreemen [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
[custom:NetProceedsPercentage] | 50% | ||||||||
Proceeds from Notes Payable | $ 2,000,000 |
Schedule of Allocation of the p
Schedule of Allocation of the purchase price as of the Micasense Acquistion Date (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 18, 2021 | Apr. 19, 2021 | Jan. 27, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||||||
Current liabilities | $ 10,061,501 | ||||||
Defined benefit plan obligation | 3,299,621 | 4,209,784 | |||||
Goodwill | $ 21,679,411 | $ 23,179,411 | $ 64,867,282 | $ 3,108,000 | |||
Mica Sense Inc [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Net purchase price | $ 23,375,681 | ||||||
Current liabilities | 702,925 | ||||||
Deferred revenue | 319,422 | ||||||
Other tangible liabilities | 272,927 | ||||||
Defined benefit plan obligation | 278,823 | ||||||
Debt assumed at close | 2,461,721 | ||||||
Fair value of liabilities assumed | 702,925 | ||||||
Cash | 885,273 | ||||||
Other tangible assets | 1,165,666 | ||||||
Identifiable intangible assets | 3,061,803 | ||||||
Fair value of assets acquired | 5,112,742 | ||||||
Net nonoperating assets | 25,000 | ||||||
Adjustments for seller transaction expenses related to purchase price allocation | 32,032 | ||||||
Goodwill | 18,972,896 | ||||||
Fair value of liabilities assumed | 702,925 | ||||||
Fair value of assets acquired | $ 5,112,742 | ||||||
Measure Global Inc [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Net purchase price | $ 45,403,394 | ||||||
Deferred revenue | 319,422 | ||||||
Other tangible liabilities | 272,927 | ||||||
Fair value of liabilities assumed | 592,349 | ||||||
Cash | 486,544 | ||||||
Other tangible assets | 312,005 | ||||||
Identifiable intangible assets | 2,668,689 | ||||||
Fair value of assets acquired | 3,467,238 | ||||||
Net nonoperating assets | 39,775 | ||||||
Goodwill | 42,488,730 | ||||||
Fair value of liabilities assumed | 592,349 | ||||||
Fair value of assets acquired | $ 3,467,238 | ||||||
Sense Fly SA [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Net purchase price | $ 20,774,526 | ||||||
Current liabilities | 3,913,386 | ||||||
Defined benefit plan obligation | 278,823 | ||||||
Debt assumed at close | 2,461,721 | ||||||
Fair value of liabilities assumed | 6,653,930 | ||||||
Cash | 859,044 | ||||||
Other tangible assets | 6,327,641 | ||||||
Identifiable intangible assets | 7,335,570 | ||||||
Fair value of assets acquired | 14,522,255 | ||||||
Net nonoperating assets | 250,624 | ||||||
Goodwill | 12,655,577 | ||||||
Fair value of liabilities assumed | 6,653,930 | ||||||
Fair value of assets acquired | $ 14,522,255 |
Schedule of Liabilities Related
Schedule of Liabilities Related to Acquisition Agreements (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Total acquisition agreement related liabilities | $ 23,798 | $ 18,936,501 |
Less: Current portion business acquisition agreement-related liabilities | (23,798) | (10,061,501) |
Long term portion of business acquisition agreement-related liabilities | 8,875,000 | |
Micasense Purchase Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Total acquisition agreement related liabilities | 23,798 | 4,821,512 |
Measure Purchase Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Total acquisition agreement related liabilities | 5,625,000 | |
Sense Fly SA Purchase Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Total acquisition agreement related liabilities | $ 8,489,989 |
Schedule of Pro-forma Informati
Schedule of Pro-forma Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||
Revenues | $ 19,564,651 | |
Net loss | $ (36,395,212) |
Business Acquisitions (Details
Business Acquisitions (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||
Aug. 22, 2022 | Jul. 22, 2022 | Apr. 19, 2022 | Oct. 28, 2021 | Oct. 18, 2021 | Apr. 19, 2021 | Jan. 27, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Feb. 09, 2022 | Apr. 27, 2021 | |||
Business Acquisition [Line Items] | ||||||||||||||||||
Legal fees | $ 0 | $ 636,673 | ||||||||||||||||
Revenues | $ 3,483,932 | $ 5,490,714 | $ 10,819,213 | $ 14,620,565 | 19,094,425 | 9,760,952 | ||||||||||||
Operating loss from measure | (5,990,113) | (5,147,330) | (15,023,060) | (18,017,851) | (64,276,837) | [1] | (30,292,772) | [2] | ||||||||||
Value of shares issued | 3,000,000 | 3,000,000 | ||||||||||||||||
Value of shares issued | 3,817,400 | 4,583,341 | 4,583,341 | 37,182,646 | ||||||||||||||
Business acquisition payment obligation | $ (1,523,867) | $ 6,486,899 | $ (1,523,867) | $ 6,486,899 | $ 6,463,101 | |||||||||||||
Common Stock [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Issuance of restricted Common Stock, shares | 387,456 | 12,917 | 387,456 | 314,941 | 482,191 | |||||||||||||
Sale of Common Stock, net of issuance costs, shares | 16,720,000 | 4,251,151 | 4,251,151 | 6,763,091 | ||||||||||||||
Aggeragate shares issued | 1,927,407 | 1,927,407 | ||||||||||||||||
Value of shares issued | $ 1,927 | $ 1,927 | ||||||||||||||||
Value of shares issued | $ 16,720 | $ 4,251 | 4,251 | $ 6,763 | ||||||||||||||
Measure Purchase Agreement [Member] | Measure Global Inc [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Value of shares issued | $ 5,625,000 | |||||||||||||||||
Settlement Agreement [Member] | Common Stock [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Aggeragate shares issued | 997,338 | |||||||||||||||||
Liabilities Related To Business Acquisition Agreements [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Business acquisition payment obligation | $ 6,463,101 | |||||||||||||||||
Mica Sense Inc [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Revenues | 6,793,727 | |||||||||||||||||
Operating loss from measure | 1,266,599 | |||||||||||||||||
cash paid | $ 885,273 | |||||||||||||||||
Mica Sense Inc [Member] | Micasense Purchase Agreement [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Business acquired percentage | 100% | |||||||||||||||||
Aggregate purchase price | $ 23,000,000 | |||||||||||||||||
Aggregate value | $ 3,000,000 | |||||||||||||||||
Indemnification claims | $ 4,750,000 | |||||||||||||||||
Business combination assets first installment | $ 2,375,000 | |||||||||||||||||
Mica Sense Inc [Member] | Micasense Purchase Agreement [Member] | Common Stock [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Issuance of restricted Common Stock, shares | 540,541 | |||||||||||||||||
Mica Sense Inc [Member] | Micasense Wavier Agreement [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Business acquisition payment obligation | the Company, the MicaSense Buyer and Parrot entered into a Waiver Agreement (the “MicaSense Waiver Agreement”) pursuant to which (i) Parrot agreed to waive the obligation of the Company and the MicaSense Buyer to pay Parrot $2,351,202, or the portion of the holdback amount due on March 31, 2023 (the “MicaSense Remaining Holdback Payment”), and (ii) upon the Company’s payment to Parrot of $1,175,601 (the “MicaSense Final Purchase Price Payment,” representing 50% of the MicaSense Remaining Holdback Payment), the Company and MicaSense Buyer will be released from any further obligation or liability for payment of any holdback amount under the MicaSense Purchase Agreement. On July 29, 2022, the Company made the MicaSense Final Purchase Price Payment to Parrot in full satisfaction of its payment obligations under the MicaSense Purchase Agreement, except for $23,798 owed to Justin McCallister. | |||||||||||||||||
Measure Global Inc [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Revenues | 414,388 | |||||||||||||||||
Operating loss from measure | 2,257,257 | |||||||||||||||||
cash paid | $ 486,544 | |||||||||||||||||
Measure Global Inc [Member] | Measure Purchase Agreement [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Business acquired percentage | 100% | |||||||||||||||||
Aggregate purchase price | $ 45,000,000 | |||||||||||||||||
Aggregate value | 30,000,000 | |||||||||||||||||
Operating loss from measure | $ 13,000,000 | |||||||||||||||||
Aggeragate purchase price | 15,000,000 | |||||||||||||||||
cash paid | $ 5,000,000 | |||||||||||||||||
Measure Global Inc [Member] | Measure Purchase Agreement [Member] | Common Stock [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Shares issued | 5,319,145 | |||||||||||||||||
Measure Global Inc [Member] | Measure Purchase Agreement [Member] | Common Stock [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Sale of Common Stock, net of issuance costs, shares | 5,319,154 | |||||||||||||||||
Aggeragate shares issued | 997,338 | |||||||||||||||||
Value of shares issued | $ 5,625,000 | |||||||||||||||||
Value of shares issued | $ 24,375,000 | |||||||||||||||||
Measure Global Inc [Member] | Settlement Agreement [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Settlement | Pursuant to the Settlement Agreement, the Company released 498,669 of the 997,338 Heldback Shares to the Measure Sellers with the remaining 498,669 Heldback Shares being released from escrow and cancelled by the Company. | |||||||||||||||||
Sense Fly SA [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Revenues | 2,428,858 | |||||||||||||||||
Operating loss from measure | $ 1,819,377 | |||||||||||||||||
cash paid | $ 859,044 | |||||||||||||||||
Sense Fly SA [Member] | Sense Fly SA Purchase Agreement [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Legal fees | $ 50,000 | |||||||||||||||||
Business acquired percentage | 100% | |||||||||||||||||
Aggregate purchase price | $ 21,000,000 | |||||||||||||||||
Indemnification claims | $ 4,565,000 | |||||||||||||||||
Aggeragate purchase price | $ 3,000,000 | |||||||||||||||||
Aggeragate shares issued | 1,927,407 | |||||||||||||||||
Share purchase price | $ 0.001 | |||||||||||||||||
Sense Fly SA [Member] | Sense Fly S A Waiver Agreement [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Business acquisition payment obligation | the Company and Parrot entered into a Waiver Agreement (the “senseFly S.A. Waiver Agreement”) pursuant to which (i) Parrot agreed to waive the obligation of the Company to pay Parrot a portion of the holdback amount due on December 31, 2022 and December 31, 2023 (collectively, the “senseFly S.A. Remaining Holdback Payments”); (ii) the parties agreed to waive Parrot’s obligation to reimburse the Company for a portion of the legal costs and expenses incurred by the Company related to the filing of a registration statement in connection with the transactions contemplated by the senseFly S.A. Purchase Agreement; and (iii) upon the Company’s payment to Parrot of $2,257,500 (“the senseFly S.A. Final Purchase Price Payment,” representing 50% of the senseFly S.A. Remaining Holdback Payments less 50% of the registration statement expenses), the Company will be released from any further obligation or liability for payment of any holdback amount under the senseFly S.A. Purchase Agreement. On July 29, 2022, the Company made the senseFly S.A. Final Purchase Price Payment to Parrot in full satisfaction of its payment obligations under the senseFly S.A. Purchase Agreement and the senseFly S.A. Waiver Agreement. | |||||||||||||||||
Ageagle Aerial Systems Inc [Member] | Sense Fly SA Purchase Agreement [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Business acquired percentage | 100% | |||||||||||||||||
Aggregate purchase price | $ 2,000,000 | |||||||||||||||||
Indemnification claims | $ 435,000 | |||||||||||||||||
Sense Fly Inc [Member] | Sense Fly Inc Waiver Agreement [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Business acquisition payment obligation | the Company, the senseFly Inc. Buyer, and Parrot Inc. entered into a Waiver Agreement (the “senseFly Inc. Waiver Agreement”) pursuant to which (i) Parrot Inc. agreed to waive the obligation of the Company and the senseFly Inc. Buyer to pay Parrot Inc. a portion of the holdback amount due on December 31, 2022 and December 31, 2023 (collectively, the “senseFly Inc. Remaining Holdback Payments”); (ii) upon the Company’s payment to Parrot Inc. of $217,500 (the “senseFly Inc. Final Purchase Price Payment,” representing 50% of the senseFly Inc. Remaining Holdback Payments), the Company and the senseFly Inc. Buyer will be released from any further obligation or liability for any remaining holdback amount under the senseFly Inc. Purchase Agreement. On July 29, 2022, the Company made the senseFly Inc. Final Purchase Price Payment to Parrot Inc. in full satisfaction of its payment obligations under the senseFly Inc. Purchase Agreement and the senseFly Inc. Waiver Agreement. | |||||||||||||||||
Measure Acquisition [Member] | Measure Purchase Agreement [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Business acquisition payment obligation | the Company issued an aggregate of 5,319,145 shares of the Company’s common stock to the Sellers of Measure as part of the consideration for the acquisition, of which 997,338 shares were held back (the “Heldback Shares”) to cover post-closing indemnification claims and to satisfy any purchase price adjustments (see also disclosure above). Pursuant to the terms of the Purchase Agreement, the Heldback Shares were scheduled to be released in three tranches, on the 12-month, 18-month and 24-month anniversary of the closing date of the acquisition. The Company made a claim for indemnification against the Heldback Shares. Pursuant to the Settlement Agreement entered on August 22, 2022, the Company released all the Measure shares held in escrow along with any disputes regarding the 997,338 Heldback Shares. As a result, 498,669 of the Heldback Shares were released to the Measure Sellers with the remaining 498,669 Heldback Shares being cancelled by the Company which reduced the issued and outstanding common stock and causing an increase to stockholders’ equity of $2,812,500. | |||||||||||||||||
[1]Includes goodwill impairment $ 41,687,871 12,357,921 |
Intangibles, Net (Details Narra
Intangibles, Net (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Weighted average remaining amortization period | 4 years 25 days | 4 years 25 days | 4 years 6 months | |||
Amortization expense | $ 919,774 | $ 2,734,106 | $ 932,880 | $ 2,549,418 | $ 3,492,931 | $ 1,317,166 |
Platform Development Costs [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization expense | $ 480,393 |
Schedule of Carrying Value of G
Schedule of Carrying Value of Goodwill for Our Operating Segments (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill, beginning balance | $ 23,179,411 | $ 64,867,282 | $ 64,867,282 | $ 3,108,000 | |
Acquisitions | 74,117,203 | ||||
Goodwill impairment | 1,500,000 | 41,687,871 | 12,357,921 | ||
Goodwill impairment | (1,500,000) | (41,687,871) | (12,357,921) | ||
Goodwill, ending balance | $ 23,179,411 | 21,679,411 | 23,179,411 | 64,867,282 | |
Drones And Custom Manufacturing [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill, beginning balance | 12,655,577 | 12,655,577 | |||
Acquisitions | 12,655,577 | ||||
Goodwill impairment | 12,655,577 | ||||
Goodwill impairment | (12,655,577) | ||||
Goodwill, ending balance | 12,655,577 | ||||
Sensors [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill, beginning balance | 18,972,896 | 18,972,896 | 18,972,896 | ||
Acquisitions | 18,972,896 | ||||
Goodwill impairment | |||||
Goodwill impairment | |||||
Goodwill, ending balance | 18,972,896 | 18,972,896 | 18,972,896 | ||
SaaS [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill, beginning balance | $ 4,206,515 | $ 33,238,809 | 33,238,809 | 3,108,000 | |
Acquisitions | 42,488,730 | ||||
Goodwill impairment | 29,032,294 | 29,032,294 | 12,357,921 | ||
Goodwill impairment | (29,032,294) | (29,032,294) | (12,357,921) | ||
Goodwill, ending balance | $ 4,206,515 | $ 4,206,515 | $ 33,238,809 |
Schedule of Amortization of the
Schedule of Amortization of the Discount (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Principal payments | $ 4,095,000 | $ 3,500,000 |
Discount amortization | $ 0 | 1,351,080 |
Balance, net of discount | 2,148,920 | |
2023 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Principal payments | 962,921 | |
Discount amortization | 675,540 | |
Balance, net of discount | 287,381 | |
2024 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Principal payments | 2,537,079 | |
Discount amortization | 675,540 | |
Balance, net of discount | $ 1,861,539 |
Goodwill (Details Narrative)
Goodwill (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Jun. 13, 2022 | May 24, 2021 | Apr. 19, 2021 | Jul. 15, 2020 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||||||||
Goodwill impairment | $ 1,500,000 | $ 41,687,871 | $ 12,357,921 | ||||||
Stock based compensation description | The number of shares for which awards which are options or stock appreciation rights (“SARs”) may be granted to a participant under the Equity Plan during any calendar year is limited to 500,000. For purposes of qualifying awards as “performance-based” compensation under Code Section 162(m), the maximum amount of cash compensation that may be paid to any person under the Equity Plan in any single calendar year shall be $500,000. | The number of shares for which awards which are options or SARs may be granted to a participant under the Equity Plan during any calendar year is limited to 500,000. For purposes of qualifying awards as “performance-based” compensation under Code Section 162(m), the maximum amount of cash compensation that may be paid to any person under the Equity Plan in any single calendar year shall be $500,000. | |||||||
Exercise price | $ 0.40 | $ 0.40 | $ 0.24 | ||||||
Brandon Torres Declet [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Sale of Common Stock, net of issuance costs, shares | 354,107 | ||||||||
Issuance of restricted Common Stock, shares | 125,000 | ||||||||
Stock-based compensation expense | $ 125,000 | $ 545,216 | |||||||
Exercise price | $ 1.12 | ||||||||
Brandon Torres Declet [Member] | Restricted Stock Units (RSUs) [Member] | Twenty Twenty One Compensation Plan [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issuance of restricted Common Stock, shares | 75,000 | ||||||||
Brandon Torres Declet [Member] | Restricted Stock Units (RSUs) [Member] | Separation Agreement [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issuance of restricted Common Stock, shares | 111,607 | 111,607 | |||||||
Brandon Torres Declet [Member] | Restricted Stock Units (RSUs) [Member] | Performance Bonus [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issuance of restricted Common Stock, shares | 42,500 | 2,500 | |||||||
Stock-based compensation expense | $ 48,025 | ||||||||
Michael Drozd [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issuance of restricted Common Stock, shares | 100,000 | ||||||||
Michael Drozd [Member] | Restricted Stock Units (RSUs) [Member] | Separation Agreement [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Issuance of restricted Common Stock, shares | 145,152 | ||||||||
Stock-based compensation expense | $ 680,765 | ||||||||
Exercise price | $ 4.69 | ||||||||
SaaS [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Goodwill impairment | $ 29,032,294 | $ 29,032,294 | $ 12,357,921 | ||||||
Drones [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Goodwill impairment | $ 12,655,577 |
Schedule of Net Periodic Benefi
Schedule of Net Periodic Benefit (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Retirement Benefits [Abstract] | |
Service cost | $ 392,171 |
Interest cost | 11,412 |
Expected return on plan assets | (102,712) |
Amortization of prior service cost (credit) | (2,074) |
(Gain) loss recognized due to settlements and curtailments | (23,862) |
Net periodic pension benefit cost | $ 274,935 |
Schedule of Projected Benefit O
Schedule of Projected Benefit Obligation for the Period (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Retirement Benefits [Abstract] | |
PBO, beginning of period | $ 4,209,784 |
Service cost | 392,171 |
Interest cost | 11,412 |
Plan participation contributions | 238,623 |
Actuarial (gains) / losses | (643,244) |
Benefits paid through plan assets | 229,285 |
Curtailments, settlements and special contractual termination benefits | (1,077,952) |
Foreign currency exchange rate changes | (60,459) |
PBO, end of period | 3,299,621 |
Component representing future salary increases | (115,814) |
Accumulated benefit obligation (“ABO”), end of period | $ 3,183,807 |
Schedule of Change in Fair Valu
Schedule of Change in Fair Value of the Pension Plan Assets (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Retirement Benefits [Abstract] | |
Fair value of plan assets, beginning of period | $ 3,878,058 |
Expected return on plan assets | 102,712 |
Gain / (losses) on plan assets | (460,646) |
Employer contributions | 357,934 |
Plan participant contributions | 238,623 |
Benefits paid through plan assets | 229,285 |
Settlements | (1,002,215) |
Foreign currency exchange rate changes | (47,347) |
Fair value of plan assets, end of period | $ 3,296,404 |
Schedule of Defined Benefit Pla
Schedule of Defined Benefit Plan Assets by Major Categories (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | ||
Cash and equivalents | $ 279,883 | |
Equity securities | 906,136 | |
Bonds | 1,167,789 | |
Real estate | 570,490 | |
Alternative investments | 372,105 | |
Total fair value of plan assets | 3,296,404 | $ 3,878,058 |
Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Cash and equivalents | 279,883 | |
Equity securities | 906,136 | |
Bonds | 1,167,789 | |
Real estate | ||
Alternative investments | ||
Total fair value of plan assets | 2,353,808 | |
Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Cash and equivalents | ||
Equity securities | ||
Bonds | ||
Real estate | 570,490 | |
Alternative investments | 372,105 | |
Total fair value of plan assets | 942,596 | |
Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Cash and equivalents | ||
Equity securities | ||
Bonds | ||
Real estate | ||
Alternative investments | ||
Total fair value of plan assets |
Schedule of Projected Benefit_2
Schedule of Projected Benefit Obligation (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Retirement Benefits [Abstract] | ||
Fair value of plan assets | $ 3,296,404 | $ 3,878,058 |
Less: PBO | (3,299,621) | $ (4,209,784) |
Underfunded status, end of period | $ (3,217) |
Schedule of Comprehensive Loss
Schedule of Comprehensive Loss Related to the Defined Benefit Plan (Details) | Dec. 31, 2022 USD ($) |
Retirement Benefits [Abstract] | |
Net prior service (cost) / credit | $ 13,941 |
Net gain / (loss) | 121,498 |
Accumulated other comprehensive income (loss), net of tax | $ 135,439 |
Schedule of Assumptions (Detail
Schedule of Assumptions (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Discount rate | 2.25% |
Estimated rate of compensation increase | 1.25% |
Periodic costs discount rate | 2.25% |
Periodic costs of estimated rate of compensation increase | 1.25% |
Periodic costs of expected average rate of return on plan assets | 3.85% |
Schedule of Expected Benefit Pa
Schedule of Expected Benefit Payments (Details) | Dec. 31, 2022 USD ($) |
Retirement Benefits [Abstract] | |
2023 | $ 407,493 |
2024 | 391,408 |
2025 | 372,105 |
2026 | 351,731 |
2027 | 331,356 |
2028-2032 | 1,380,114 |
Total expected benefit payments by the plan | $ 3,234,208 |
Retirement Plans (Details Narra
Retirement Plans (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | ||
Defined benefit plan, description | Defined Benefit Plan is to invest in accordance with the following allocation: 27.5% in equities, 35.4% in bonds, 17.3% in real estate, 11.3% in alternative investments and 8.5% in cash and cash equivalents. | |
Employer contribution | $ 149,543 | $ 11,127 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jul. 20, 2020 | May 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||
Related party expenses | $ 293,750 | |||
Mooney [Member] | ||||
Related Party Transaction [Line Items] | ||||
Consulting services fee | $ 4,500 | |||
Mooney [Member] | Maximum [Member] | ||||
Related Party Transaction [Line Items] | ||||
Consulting services fee | $ 10,000 | |||
Mooney [Member] | Minimum [Member] | ||||
Related Party Transaction [Line Items] | ||||
Consulting services fee | $ 4,500 | |||
General and Administrative Expense [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party expenses | $ 153,750 | |||
General and Administrative Expense [Member] | Mooney [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party expenses | 0 | 25,000 | ||
Fernandez Mc Govern [Member] | General and Administrative Expense [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party expenses | $ 18,371 | $ 33,930 |
Schedule of Reconciliation of I
Schedule of Reconciliation of Income Tax Expense (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Expense (Benefit), Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||||||
Computed tax at the expected statutory rate | $ (12,233,282) | $ (6,337,648) | ||||
State and local income taxes, net of federal | (193,910) | (249,537) | ||||
Permanent differences | 8,892,114 | 1,821,323 | ||||
Other adjustments | (57,579) | 409,229 | ||||
Stock compensation | 172,056 | |||||
Return to provision adjustment | 369,793 | (11,518) | ||||
Purchase accounting | (1,298,228) | |||||
Foreign tax differential | 700,596 | 123,393 | ||||
Change in valuation allowance | 2,350,212 | 5,542,986 | ||||
Income tax expense (benefit) | ||||||
Computed tax at the expected statutory rate, percent | 21% | 21% | ||||
Effective income tax rate reconciliation, state and local income taxes, percent | 0.33% | 0.83% | ||||
Permanent differences, percent | (15.26%) | (6.04%) | ||||
Other adjustments, percent | 0.09% | (1.36%) | ||||
Stock compensation, percent | (0.30%) | |||||
Stock compensation, percent | ||||||
Return to provision adjustment, percent | (0.63%) | (0.04%) | ||||
Income Tax Expense (Benefit) | ||||||
Purchase accounting, percent | 4.30% | |||||
Foreign tax differential, percent | (1.20%) | (0.41%) | ||||
Change in valuation allowance, percent | (4.03%) | (18.37%) | ||||
Income tax benefit, percent | 0% | 0% |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets and Carryforwards (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Property and equipment | $ (100,019) | $ (75,342) |
Other current liabilities | 28,284 | |
Intangible assets | (1,036,649) | (1,399,267) |
Equity compensation | 1,001,945 | 742,175 |
Other accrued expenses | 758,951 | 237,508 |
Net operating loss carry forward | 8,820,107 | 8,900,739 |
Tax credits | 1,726,330 | 386,356 |
Total deferred tax assets | 11,170,665 | 8,820,453 |
Valuation allowance | (11,170,665) | (8,820,453) |
Net deferred tax assets |
Schedule of Income Tax Valuatio
Schedule of Income Tax Valuation Allowance (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current | ||
U.S. Federal | ||
U.S. State | 5,750 | |
U.S. Foreign | ||
Total current provision | 5,750 | |
Deferred | ||
U.S. Federal | ||
U.S. State | ||
U.S. Foreign | ||
Total deferred benefit | ||
Change in valuation allowance | ||
Total provision for income taxes | $ 5,750 |
Schedule of Provision for Incom
Schedule of Provision for Incomes Taxes Consisted (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Total net income (loss) before income taxes | $ (8,020,128) | $ 1,664,952 | $ (17,910,210) | $ (11,533,356) | $ (58,253,723) | $ (30,108,680) |
UNITED STATES | ||||||
Total net income (loss) before income taxes | (48,536,722) | (28,467,858) | ||||
International [Member] | ||||||
Total net income (loss) before income taxes | $ (9,717,001) | $ (1,640,822) |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Operating Loss Carryforwards [Line Items] | ||||||||
Total deferred tax assets | $ 11,170,665 | $ 8,820,453 | ||||||
Deferred tax assets valuation allowance | 11,170,665 | 8,820,453 | ||||||
Change in the valuation allowance | 2,350,212 | 5,542,986 | ||||||
Net operating loss carry forward | 38,733,732 | 17,975,553 | ||||||
Operating income loss | $ (5,990,113) | $ (5,147,330) | $ (15,023,060) | $ (18,017,851) | (64,276,837) | [1] | $ (30,292,772) | [2] |
Domestic Tax Authority [Member] | ||||||||
Operating Loss Carryforwards [Line Items] | ||||||||
Operating income loss | $ 7,661,107 | |||||||
Operating income loss, expiration description | expiring in 2035-2037 and the remaining amounts have no expiration | |||||||
Foreign Tax Authority [Member] | ||||||||
Operating Loss Carryforwards [Line Items] | ||||||||
Operating income loss | $ 11,428,419 | |||||||
Operating income loss, expiration description | expire in 2028-2029 | |||||||
State and Local Jurisdiction [Member] | ||||||||
Operating Loss Carryforwards [Line Items] | ||||||||
Operating income loss | $ 13,113,999 | |||||||
Operating income loss, expiration description | expire between 2024-2041, and the remaining amounts have no expiration | |||||||
[1]Includes goodwill impairment $ 41,687,871 12,357,921 |
Segment Information (Details Na
Segment Information (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 Segments | |
Segment Reporting [Abstract] | |
Number of operating segments | 3 |