Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 31, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-36492 | ||
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 Street North | ||
Entity Address, Address Line Two | Suite 1307 | ||
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 | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Trading Symbol | UAVS | ||
Security Exchange Name | NYSEAMER | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 25,134,429 | ||
Entity Common Stock, Shares Outstanding | 10,891,427 | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 100 | ||
Auditor Name | WithumSmith+Brown, PC | ||
Auditor Location | Orlando, Florida |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS: | ||
Cash | $ 819,024 | $ 4,349,837 |
Accounts receivable, net | 2,057,546 | 2,213,040 |
Inventories, net | 6,936,980 | 6,685,847 |
Prepaid and other current assets | 548,561 | 1,029,548 |
Notes receivable | 185,000 | 185,000 |
Total current assets | 10,547,111 | 14,463,272 |
Property and equipment, net | 799,892 | 791,155 |
Right-of-use asset | 3,525,406 | 3,952,317 |
Intangible assets, net | 2,615,281 | 11,507,653 |
Goodwill | 7,402,644 | 23,179,411 |
Other assets | 265,567 | 291,066 |
Total assets | 25,155,901 | 54,184,874 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
Accounts payable | 3,062,794 | 1,845,135 |
Accrued liabilities | 1,944,352 | 1,680,706 |
Promissory note | 4,504,500 | 287,381 |
Contract liabilities | 226,316 | 496,390 |
Current portion of lease liabilities | 901,925 | 628,113 |
Current portion of COVID loan | 391,545 | 446,456 |
Total current liabilities | 11,031,432 | 5,384,181 |
Long-term portion of lease liabilities | 2,721,743 | 3,161,703 |
Long-term portion of COVID loan | 489,037 | 446,813 |
Defined benefit plan obligation | 216,133 | 106,163 |
Long-term portion of promissory note | 1,861,539 | |
Total liabilities | 14,458,345 | 10,960,399 |
COMMITMENTS AND CONTINGENCIES (NOTE 13) | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred Stock, $0.001 par value, 25,000,000 shares authorized: Preferred Stock, Series F Convertible, $0.001 par value, 35,000 shares authorized, 6,075 shares issued and outstanding as of December 31, 2023, and 5,863 shares issued and outstanding as of December 31, 2022, respectively | 6 | 6 |
Common Stock, $0.001 par value, 250,000,000 shares authorized, 140,520,163 and 88,466,613 shares issued and outstanding as of December 31, 2023 and 2022, respectively | 140,521 | 88,467 |
Additional paid-in capital | 176,033,817 | 154,679,363 |
Accumulated deficit | (165,583,091) | (111,553,444) |
Accumulated other comprehensive income | 106,303 | 10,083 |
Total stockholders’ equity | 10,697,556 | 43,224,475 |
Total liabilities and stockholders’ equity | $ 25,155,901 | $ 54,184,874 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 140,520,163 | 88,466,613 |
Common stock, shares outstanding | 140,520,163 | 88,466,613 |
Series F Preferred Stock [Member] | ||
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 35,000 | 35,000 |
Preferred Stock, shares issued | 6,075 | 5,863 |
Preferred Stock, shares outstanding | 6,075 | 5,863 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | ||||
Income Statement [Abstract] | |||||
Revenues | $ 13,741,398 | $ 19,094,425 | |||
Cost of sales | 8,278,158 | 10,876,308 | |||
Gross Profit | 5,463,240 | 8,218,117 | |||
Operating Expenses: | |||||
General and administrative | 13,602,791 | 17,757,708 | |||
Research and development | 5,523,541 | 8,113,774 | |||
Sales and marketing | 3,731,660 | 4,935,601 | |||
Impairment | 21,755,360 | 41,687,871 | |||
Total Operating Expenses | 44,613,352 | 72,494,954 | |||
Loss from Operations | (39,150,112) | [1],[2] | (64,276,837) | [3] | |
Other Income (Expense): | |||||
Interest expense, net | (948,564) | (59,785) | |||
Gain (loss) on debt extinguishment | (1,933,368) | 6,463,101 | |||
Loss on disposal of fixed assets | (25,960) | ||||
Other expense, net | (389,693) | (354,242) | |||
Total Other Income (Expense), net | (3,271,625) | 6,023,114 | |||
Net Loss Before Provision for Income Taxes | (42,421,737) | (58,253,723) | |||
Provision for income taxes | |||||
Net loss attributable to common stockholders | $ (42,421,737) | $ (58,253,723) | |||
Net Loss Per Common Share - Basic | [4] | $ (8.04) | $ (13.97) | ||
Net Loss Per Common Share - Diluted | [4] | $ (8.04) | $ (13.97) | ||
Weighted Average Number of Shares Outstanding During the Period - Basic | [4] | 5,279,595 | 4,168,521 | ||
Weighted Average Number of Shares Outstanding During the Period - Diluted | [4] | 5,279,595 | 4,168,521 | ||
Comprehensive Income (Loss): | |||||
Net loss attributable to common stockholders | $ (42,421,737) | $ (58,253,723) | |||
Amortization of unrecognized periodic pension costs | (244,323) | 135,439 | |||
Foreign currency cumulative translation adjustment | 340,543 | (54,762) | |||
Total comprehensive loss, net of tax | (42,325,517) | (58,173,046) | |||
Accrued dividends on Series F Preferred Stock | (339,631) | (172,596) | |||
Deemed dividends on Series F Preferred Stock | (11,607,910) | (2,245,377) | |||
Total comprehensive loss available to common stockholders | $ (54,273,058) | $ (60,591,019) | |||
[1]Includes goodwill impairment $ 15,776,767 5,899,307 41,687,871 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity and Comprehensive Loss - USD ($) | Preferred Stock [Member] Series F Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
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 | |||||
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) | |||||
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 | |||||
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) | ||||
Deemed dividend on Series F Preferred Stock | 2,245,377 | (2,245,377) | ||||
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 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 | |||||
Relative fair value of warrants issued with promissory note | 1,182,349 | 1,182,349 | ||||
Issuance of restricted Common Stock | $ 483 | (483) | ||||
Issuance of restricted Common Stock, shares | 482,191 | |||||
Exercise of stock options | $ 185 | 74,165 | $ 74,350 | |||
Exercise of stock options, shares | 185,000 | 185,000 | ||||
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) | ||||
Balance at Dec. 31, 2022 | $ 6 | $ 88,467 | 154,679,363 | 10,083 | (111,553,444) | 43,224,475 |
Balance, shares at Dec. 31, 2022 | 5,863 | 88,466,613 | ||||
Issuance of Preferred Stock, Series F Convertible, net of issuance cost | $ 5 | 4,674,995 | 4,675,000 | |||
Issuance of Preferred Stock, Series F Convertible, net of issuance cost, shares | 4,850 | |||||
Conversion of Preferred Stock, Series F Convertible shares to Common Stock | $ (5) | $ 27,805 | (27,800) | |||
Conversion of Preferred Stock, Series F Convertible shares to Common Stock, shares | (4,638) | 27,804,762 | ||||
Dividends on Series F Preferred Stock | (339,631) | (339,631) | ||||
Deemed dividend on Series F Preferred Stock | 11,607,910 | (11,607,910) | ||||
Sale of Common Stock, net of issuance costs | $ 18,220 | 3,949,180 | 3,967,400 | |||
Sale of Common Stock, net of issuance costs, shares | 18,220,000 | |||||
Issuance of restricted Common Stock | $ 1,029 | (1,029) | ||||
Issuance of restricted Common Stock, shares | 1,028,788 | |||||
Stock-based compensation expense | 1,305,329 | 1,305,329 | ||||
Amortization of unrecognized periodic pension costs | (244,323) | (244,323) | ||||
Foreign currency cumulative translation adjustment | 340,543 | 340,543 | ||||
Net loss | (42,421,737) | (42,421,737) | ||||
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 | |||||
Balance at Dec. 31, 2023 | $ 6 | $ 140,521 | $ 176,033,817 | $ 106,303 | $ (165,583,091) | $ 10,697,556 |
Balance, shares at Dec. 31, 2023 | 6,075 | 140,520,163 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (42,421,737) | $ (58,253,723) | |
Adjustments to reconcile loss to net cash used in operating activities: | |||
Goodwill impairment | 15,776,767 | 41,687,871 | $ 12,357,921 |
Intangibles impairment | 5,899,307 | ||
Lease impairment | 79,287 | ||
Stock-based compensation | 1,305,329 | 3,420,664 | |
Depreciation and amortization | 3,811,770 | 3,938,860 | |
Defined benefit plan obligation and other | 93,692 | (215,797) | |
Loss on disposal of fixed assets | 25,960 | ||
Amortization of debt discount and warrant modification | 612,712 | 46,270 | |
Loss (gain) on debt extinguishment | 1,933,368 | (6,463,101) | |
Changes in assets and liabilities: | |||
Accounts receivable | 223,457 | 637,156 | |
Inventories | 53,178 | (2,605,028) | |
Prepaid expenses and other current assets | 543,703 | 230,688 | |
Accounts payable | 1,105,947 | (681,556) | |
Accrued liabilities and other liabilities | 44,499 | (716,960) | |
Contract liabilities | (280,685) | (472,604) | |
Other | 263,029 | (340,886) | |
Net cash used in operating activities | (10,956,377) | (19,762,186) | |
CASH FLOW FROM INVESTING ACTIVITIES: | |||
Purchases of property and equipment | (215,357) | (313,769) | |
Payment of acquisition-related liabilities | (6,610,900) | ||
Capitalization of platform development costs | (357,724) | (817,029) | |
Capitalization of internal use software costs | (203,889) | (618,061) | |
Net cash used in investing activities | (776,970) | (8,359,759) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Sales of Common Stock, net of issuance costs | 3,967,400 | 4,583,341 | |
Sale of Preferred Stock, Series F Convertible, net of issuance costs | 4,675,000 | 9,920,000 | |
Repayments on COVID loans | (91,856) | (345,484) | |
Promissory note | 3,285,000 | ||
Exercise of stock options | 74,350 | ||
Net cash provided by financing activities | 8,550,544 | 17,517,207 | |
Effects of foreign exchange rates on cash flows | (348,010) | 364,009 | |
Net decrease in cash | (3,530,813) | (10,240,729) | |
Cash at beginning of year | 4,349,837 | 14,590,566 | |
Cash at end of year | 819,024 | 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: | |||
Stock consideration for the senseFly Acquisition | 3,000,000 | ||
Right-of-use asset and liability | 212,756 | ||
Conversion of Preferred Stock, Series F Convertible to Common Stock | 27,805 | 6,805 | |
Dividends on Series F Preferred Stock | 339,631 | 172,596 | |
Deemed dividend on Series F Preferred stock and warrant | 11,607,910 | 2,245,377 | |
Issuance of restricted Common Stock | 483 | ||
Settlement of Common Stock from contingent liability related to Measure | $ 2,812,500 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure [Table] | ||
Net Income (Loss) Attributable to Parent | $ (42,421,737) | $ (58,253,723) |
Insider Trading Arrangements
Insider Trading Arrangements | 12 Months Ended |
Dec. 31, 2023 | |
Insider Trading Arrangements [Line Items] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business AgEagle™ Aerial Systems Inc. (“AgEagle” or the “Company” or “we”, “our”, or “us”) 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, 2023 AND 2022 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 | 12 Months Ended |
Dec. 31, 2023 | |
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 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., Measure and senseFly. All significant intercompany balances and transactions have been eliminated in consolidation. As of January 1, 2023, MicaSense ceased to exist as a standalone entity and was merged into AgEagle Aerial Systems, Inc. (AgEagle). Liquidity and Going Concern 42.4 11.0 0.5 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, 2023 AND 2022 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, 2023 AND 2022 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 current outstanding loans, including the 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, 2023 and 2022, 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 Accounts Receivable and Credit Policy – 2.1 2.2 2.9 In addition, as of December 31, 2023, 2022 and 2021, the Company had an allowance for credit losses balance of $ 0.2 0.5 $1.0 Allowance for Credit Losses Our net accounts receivable represents amounts billed and due from customers. Through an historically perspective, nearly all of our accounts receivable at December 31, 2023 would be expected to be timely collected in calendar year 2024 because the majority of our accounts receivable are due from Value Added Resellers (VARs) and the soveign government, including the US Department of Defense. However, under the new guidance, the company has elected to recognize credit losses based on our collection history and our customers payment terms. AgEagle as a company averages a 0.49 0.47 0.65 158,689 and $ 16,800 , respectively. Inventories – AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 2 – Summary of Significant Accounting Policies – Continued Intangible Assets In accordance with ASC Topic 350-40, Software - Internal-Use Software three five years 582,148 721,795 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 0 1,332,516 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, 2023 AND 2022 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, 2023, the Company conducted an analysis of the intangibles, which indicated that the fair value was less than the current value, resulting in an impairment to our reporting units in the amount of $ 5,899,307 no Goodwill During the fourth quarter of 2023 and 2022, respectively, and in accordance with ASC Topic 350, Intangibles – Goodwill and Other , 17 26 Revenue Recognition – Most of the Company’s revenues are derived primarily through the sales of drones, sensors and related accessories, and software subscriptions. The Company utilized Accounting Standard Codification (“ASC”) Topic 606 and the related amendments Revenue from Contracts with Customers Generally, we recognize revenue when it satisfies its obligation by providing the benefits of the service to the customer, either over time or at a point in time. A performance obligation is satisfied over time if one of the following criteria are met: a. the customer simultaneously receives and consumes the benefits as the entity performs; or b. the entity’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or c. the entity’s performance does not create an asset with an alternative use to the entity, and the entity has an enforceable right to payment for performance completed to date. Revenue recognition under ASC 606 as described below creates following revenue streams: ● Sensor Sales – sales are recognized on products when the related goods have been shipped, title has passed to the customer, and there are no undeliverable elements or uncertainties. Amounts incurred related to shipping and handling are included in cost of revenue. ● Drone Sales - sales are recognized on products when the related goods have been shipped, title has passed to the customer, and there are no undeliverable elements or uncertainties. Amounts incurred related to shipping and handling are included in cost of revenue. The Company recognizes revenue on sales to customers, dealers, and distributors upon satisfaction of performance obligations which 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. 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. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 2 – Summary of Significant Accounting Policies – Continued The Company’s software subscriptions to its platforms, HempOverview Ground Control For SaaS revenue, the Company bears responsibility to fulfill sales orders for the Ground Control and HemOverview platform sold as SaaS. The Company owns and maintains the software license that is sold as a service. AgEagle has full pricing discretion and bears risk of loss on the software as a service-related revenues. Sales of SaaS is excluded from the principal vs. agent consideration as AgEagle procures and manages the inventory flow, manufacturing process, and finished goods. The Company acts as the principal for all product sales of SaaS and reports the revenues and expenses of these product sales at gross amounts. Accordingly, application to the Company’s contracts with customers for SaaS, we conclude that the Company has a single performance obligation relating to revenue recognition from the sale of its Ground Control and HempOverview platforms as a subscription service. SaaS contracts with customers are either 12-month subscriptions, in which the 12-months fee is paid up front or paid monthly. Provision for Warranty Expense Shipping Costs – 0.26 0.34 Advertising Costs 0.10 0.35 Research and Development 5.5 8.1 Vendor Concentrations Customer Concentrations 10 10 Defined Benefit Plan Loss Per Common Share – 0.0001 Potentially Dilutive Securities – 192,602 unvested restricted stock units, 64,670,912 common stock warrants and 2,505,232 options outstanding to purchase shares of Common Stock. As of December 31, 2022, the Company had 557,476 unvested restricted stock units and 2,561,231 options outstanding to purchase shares of Common Stock. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 2 – Summary of Significant Accounting Policies – Continued 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 – In accordance with ASC Topic 280, Segment Reporting 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 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 2 – Summary of Significant Accounting Policies – Continued Recently Issued and Adopted Accounting Pronouncements Adopted During the first quarter of 2022, the Company early adopted Accounting Standards Update (“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) In June 2016, the Financial Accounting Standards Board (FASB”) issued ASU 2016-13, “Financial Instruments-Credit Losses” (Topic 326), which provides guidance on how an entity should measure credit losses on financial instruments. The standard amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The ASU is effective for smaller reporting companies in the first quarter of 2023. The Company adopted the new guidance as of January 1, 2023, and it did not have a material impact on its consolidated financial statements. The allowance for credit losses is an accounting technique that enables companies to take these anticipated losses into consideration in its financial statements to limit overstatement of potential income. To avoid an account overstatement. Otherwords, a company will estimate how much of its receivables it expects will be delinquent. We reviewed our revenues from the years ending 2021, 2022 and 2023 and the portion of those revenues that were not collected. We also separated the US entities from the International entities because each location represents different markets. In the 3 years reviewed, the US entities had $ 24,134,543 113,325 0.47 16,798,449 109,822 0.65 1 27,704,276 141,630 0.51 Pending In December 2023, FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). The ASU focuses on income tax disclosures around effective tax rates and cash income taxes paid. ASU 2023-09 requires public business entities to disclose, on an annual basis, a rate reconciliation presented in both dollars and percentages. The guidance requires the rate reconciliation to include specific categories and provides further guidance on disaggregation of those categories based on a quantitative threshold equal to 5% or more of the amount determined by multiplying pretax income (loss) from continuing operations by the applicable statutory rate. For entities reconciling to the US statutory rate of 21%, this would generally require disclosing any reconciling items that impact the rate by 1.05% or more. ASU 2023-09 is effective for public business entities for annual periods beginning after December 15, 2024 (generally, calendar year 2025) and effective for all other business entities one year later. Entities should adopt this guidance on a prospective basis, though retrospective application is permitted. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 2 – Summary of Significant Accounting Policies – Continued In November 2023, the FASB issued ASU 2023-07, Segment Reporting – Improvements to Reportable Segment Disclosures. The ASU will now require public entities to disclose its significant segment expenses categories and amounts for each reportable segment. Under the ASU, a significant segment expense is an expense that is: ● significant to the segment, ● regularly provided to or easily computed from information regularly provided to the chief operating decision maker and ● included in the reported measure of segment profit or loss. The ASU is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024 (calendar year public entity will adopt the ASU in its 2024 Form 10-K). The ASU should be adopted retrospectively unless its impracticable to do so. Early adoption of the ASU is permitted, including in an interim period. The adoption of ASU 2023-07 is expected to have a financial statement disclosure impact only and is not expected to have a material impact on the Company’s 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 consolidated financial statements. Impacts of Global Unrest and Instability On Our Business Operations Global economic challenges, including the impact of emerging conflicts and wars around the globe, rising inflation, supply-chain disruptions, adverse labor market conditions could cause continued economic uncertainty and volatility. During the year ended December 31, 2023, the COVID-19 pandemic issues dissipated rapidly and did not have much lingering impact on our business, but inflation, high interest rates 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 remain 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 inflation and supply chain disruptions and their effects to continue to have a significant negative impact on our business for an extended time period. For the year ended December 31, 2023, our supply chain was adversely impacted by the lingering effects of 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. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 |
Balance Sheet Accounts
Balance Sheet Accounts | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Accounts | Note 3 - Balance Sheet Accounts Accounts Receivable, Net As of December 31, 2023 and 2022, accounts receivable, net consist of the following: Schedule of Accounts Receivable, Net December 31, 2023 December 31, 2022 Accounts receivable $ 2,216,235 $ 2,229,840 Less: Allowance for credit losses * (158,689 ) (16,800 ) Accounts receivable, net $ 2,057,546 $ 2,213,040 * Allowance for credit losses Customer Concentration Accounts receivable concentration information for customers comprising more than 10% of the Company’s total net sales of such customers is summarized below: Schedule of Customer Concentration Percent of total accounts receivable for year ended December 31, Customers 2023 2022 Customer A 10.1 % — % Inventories, Net As of December 31, 2023 and 2022, inventories, net consist of the following: Schedule of Inventories 2023 2022 December 31, 2023 2022 Raw materials $ 4,648,966 $ 5,288,206 Work in process 903,217 1,106,056 Finished goods 1,806,239 614,400 Gross inventories 7,358,422 7,008,662 Less: Provision for obsolescence (421,442 ) (322,815 ) Inventories, net $ 6,936,980 $ 6,685,847 Prepaid and Other Current Assets As of December 31, 2023 and 2022, prepaid and other current assets consist of the following: Schedule of Prepaid and Other Current Assets 2023 2022 December 31, 2023 2022 Prepaid inventories $ 12,738 $ 281,484 Prepaid software licenses and annual fees 182,510 184,429 Prepaid rent 51,497 234,691 Prepaid insurance 166,210 167,794 Prepaid value-added tax charges 63,209 99,558 Prepaid other and other current assets 72,397 61,592 Prepaid and other current assets $ 548,561 $ 1,029,548 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 3 - Balance Sheet Accounts– Continued Property and Equipment, Net As of December 31, 2023 and 2022, property and equipment, net consist of the following: Schedule of Property and Equipment, Net Type (Years) 2023 2022 Estimated Useful Life December 31, Type (Years) 2023 2022 Leasehold improvements 3 $ 136,382 $ 106,837 Production tools and equipment 5 1,003,726 632,514 Computer and office equipment 3 5 407,747 507,637 Furniture 5 74,420 77,799 Drone equipment 3 170,109 170,109 Total property and equipment $ 1,792,384 $ 1,494,896 Less: Accumulated depreciation (992,492 ) (703,741 ) Total property and equipment, net $ 799,892 $ 791,155 For the years ended December 31, 2023 and 2022, depreciation expense is classified within the consolidated statements of operations and comprehensive loss as follows: Schedule of Property and Equipment Depreciation Expense Type 2023 2022 For the Years Ended December 31, Type 2023 2022 Cost of sales $ — $ 266,468 General and administrative 257,092 179,461 Total $ 257,092 $ 445,929 Accrued Liabilities As of December 31, 2023 and 2022, accrued liabilities consist of the following: Schedule of Accrued Expenses 2023 2022 December 31, 2023 2022 Accrued purchases and customer deposits $ 290,126 $ 102,319 Accrued compensation and related liabilities 278,794 774,916 Provision for warranty expense 303,217 288,807 Accrued dividends 512,227 172,596 Accrued professional fees 211,086 262,737 Accrued interest 326,945 — Other 21,957 79,331 Total accrued liabilities $ 1,944,352 $ 1,680,706 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 |
Notes Receivable
Notes Receivable | 12 Months Ended |
Dec. 31, 2023 | |
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 (“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. 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 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Note 5 – Intangible Assets, Net As of December 31, 2023, intangible assets, net, other than goodwill, consist of following: Schedule of Intangible Assets, Net Other Than Goodwill Name Estimated Life (Years) Balance as of December 31, 2022 Additions Amortization Impairment Balance as of December 31, 2023 Intellectual property/technology 5 7 $ 4,473,861 $ — $ (808,968 ) $ (3,058,539 ) $ 606,354 Customer base 3 10 2,885,657 — (1,137,663 ) (748,220 ) 999,774 Tradenames and trademarks 5 10 1,757,891 — (207,944 ) (1,122,942 ) 427,005 Non-compete agreement — 335,933 — (335,933 ) — — Platform development costs — 1,332,516 357,724 (720,634 ) (969,606 ) — Internal use software costs 3 721,795 203,889 (343,536 ) — 582,148 Total intangible assets, net $ 11,507,653 $ 561,613 $ (3,554,678 ) $ (5,899,307 ) $ 2,615,281 As of December 31, 2023, the gross carrying intangible assets, accumulated amortization, impairments, and net book value, consist of following: Schedule of Gross Carrying Intangible Assets Name Weighted Average Estimated Used Life (Years) Gross Carrying Amount Accumulated Amortization Impairment Net Book Intellectual property/technology 4.25 $ 5,671,026 $ (2,006,133 ) $ (3,058,539 ) $ 606,354 Customer base 7.17 4,411,499 (2,663,505 ) (748,220 ) 999,774 Tradenames and trademarks 7.17 2,082,338 (532,391 ) (1,122,942 ) 427,005 Non-compete agreement — 901,198 (901,198 ) — — Platform development costs — 2,345,459 (1,375,853 ) (969,606 ) — Internal use software costs 2.34 1,100,212 (518,064 ) — 582,148 Total intangible assets, net 3.42 $ 16,511,732 $ (7,997,144 ) $ (5,899,307 ) $ 2,615,281 As of December 31, 2022, intangible assets, net, other than goodwill, consist of the following: 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 Trade names 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, 2022, the gross carrying intangible assets, accumulated amortization, impairments, and net book value, consist of following: Name Weighted Average Estimated Used Life (Years) Gross Carrying Amount Accumulated Amortization Impairment Net Book Intellectual property/technology 5.99 $ 5,671,026 $ (1,197,165 ) $ — $ 4,473,861 Customer base 8.17 4,411,499 (1,525,842 ) 2,885,657 Tradenames and trademarks 8.17 2,082,338 (324,447 ) — 1,757,891 Non-compete agreement 0.68 901,198 (565,265 ) — 335,933 Platform development costs 2.97 1,987,735 (655,219 ) — 1,332,516 Internal use software costs 2.97 896,325 (174,530 ) 721,795 Total intangible assets, net 4.75 $ 15,950,121 $ (4,442,468 ) $ — $ 11,507,653 As of December 31, 2023 and 2022 the weighted average remaining amortization period in years was 3.42 4.75 3,554,678 3,492,931 720,635 480,393 The annual intangible impairment conducted during the fourth quarter of 2023 indicated that the fair value of the SaaS and the Company’s Drones reporting units were less than carrying value. Accordingly, the Company recorded an impairment charge to SaaS and Drones units for $ 2,398,618 3,500,689 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 5 – Intangible Assets, Net- Continued For the following years ending, the future amortization expenses consist of the following: Schedule of Intangible Assets Future Amortization Expenses 2024 2025 2026 2027 2028 Thereafter Total For the Years Ending December 31, 2024 2025 2026 2027 2028 Thereafter Total Intellectual property/ technology $ 148,495 $ 148,495 $ 148,495 $ 148,495 $ 12,374 $ — $ 606,354 Customer base 141,145 141,145 141,145 141,145 141,145 294,049 999,774 Trade names and trademarks 60,283 60,286 60,283 60,283 60,283 125,587 427,005 Internal use software costs 366,984 191,249 23,915 — — — 582,148 Total Intangible Assets, Net $ 716,907 $ 541,175 $ 373,838 $ 349,923 $ 213,802 $ 419,636 $ 2,615,281 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Note 6 – 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, 2023, the goodwill balance relates to business acquisitions completed in 2021. The annual impairment assessment conducted during the third and fourth quarter of 2023 indicated that the fair value of the SaaS and the Company’s Sensor reporting units were less than the carrying value. The impairment assessment of the SaaS and the Company’s Sensor reporting units was 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 Sensor for $ 4,206,515 11,570,252 As of December 31, 2023 and 2022, the change in the carrying value of goodwill for our operating segments (as defined in Note 16) is 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 Impairment — (11,570,252 ) (4,206,515 ) (15,776,767 ) Balance as of December 31, 2023 $ — $ 7,402,644 $ — $ 7,402,644 |
COVID Loan
COVID Loan | 12 Months Ended |
Dec. 31, 2023 | |
Covid Loan | |
COVID Loan | Note 7 – COVID Loan 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 91,856 345,484 880,582 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 7 – COVID Loan- Continued As of December 31, 2023, scheduled principal payments due under the senseFly COVID Loans are as follows: Schedule of Maturity of SenseFly Covid Loans Year Ending December 31, 2024 $ 391,545 2025 195,381 2026 97,887 2027 195,769 Total $ 880,582 |
Promissory Note
Promissory Note | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Promissory Note | Note 8 – Promissory Note 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 Beginning June 1, 2023, and on the first business day of each month thereafter, the Company shall pay 1/20 th 3,300,000 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 $ 525,000 175,000 (ii) increase the principal amount of the Note by $ 595,000 4,095,000 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 8 – Promissory Note- Continued 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 1,933,368 4,095,000 2,571,133 3,500,000 928,867 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 5,000,000 190,500 .19 .44 0 129 4.45 As result of the default on the payment for September 15, 2023, October 1, 2023 and November 1, 2023, the principal increased by $ 409,500 4,504,500 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 2,000,000 As of December 15, 2023, the Company was unable to meet its payment obligation as prescribed in the Second Amendment. Subsequently, On February 8, 2024, AgEagle Aerial Systems Inc. entered into a Securities Purchase Agreement (the “SPA”), as subsequently amended, with 595,000 4,504,000 During the year ended December 31, 2023, the Company recognized $ 412,188 0 During the year ended December 31, 2023, the Company recorded $ 326,945 326,945 As of December 31, 2023, scheduled principal payments due under the Second Amended Note are as follows: Schedule of principal payments due Year Ending December 31, 2024 $ 4,504,500 Total $ 4,504,500 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 |
Equity
Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Equity | Note 9 – Equity Capital Stock Issuances 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 0.25 25,080,000 0.38 4,180,000 5.5 16,720,000 3,817,400 25,080,000 0.38 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. 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 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 9.99 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. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 9 – Equity- Continued 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 were 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. On November 15, 2023, subsequent to the Company’s receipt of Investor Notices from the Investor and the Assignees, the Company entered into a Securities Purchase Agreement with three accredited investors (the “Accredited Investors”) pursuant to which the Company sold to the Accredited Investors 1,500,000 0.10 150,000 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. 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, 2023 AND 2022 Note 9 – Equity- Continued On December 6, 2022, upon the issuance of the promissory note and common stock warrants with an exercise price of $ 0.44 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 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 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 3 150 3.77 0 On March 9, 2023, the Company received an Investor Notice from Alpha to purchase an additional 3,000 2,381 1,000 0.42 7,142,715 0.42 3,000,000 As a result of issuing the additional 3,000 0.42 0.44 38,226 217,750 255,976 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 3 131 4.46 0 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 0.25 787,823 3,867,095 4,654,918 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 2.5 106 4.28 0 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 9 – Equity- Continued On November 15, 2023, the Company entered into an Assignment, Waiver and Amendment Agreement (the “Assignment Agreement”) with the Investor pursuant to which, among other things, (i) the Investor transferred and assigned to certain institutional and accredited investors (the “Assignees”), the rights and obligations to purchase up to $ 1,850,000 The foregoing description of the Assignment Agreement does not purport to be complete and is qualified in its entirety by reference to the , filed as Exhibit 10.2 to this Current Report and incorporated by reference herein. Pursuant to the Investor Notices received by the Company from the Investor and the Assignees on November 15, 2023, delivered in connection with the Assignment, the Investor and the Assignees have provided notices of their desire to purchase 1,850 14,835,605 0.1247 14,835,605 0.1247 1,850,000 As a result of issuing the additional 1,850 0.10 0.25 865,016 5,832,000 6,697,016 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 years, volatility of 89%, risk free rate of 4.90%, and dividend rate of 0%. Additionally, on November 15, 2023, the Company entered into a letter agreement (the “Engagement Agreement”) with Dawson James Securities, Inc. (“Dawson”) pursuant to which Dawson has agreed to serve as the sole placement agent for the Company, on a reasonable best efforts basis, in connection with the proposed placement of the Company’s Series F Preferred (as defined below) and associated warrants to purchase Common Stock as well as Common Stock (the “Offering”). Pursuant to the Engagement Agreement, the Company will issue to Dawson warrants to purchase 1,483,560 10 5 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 consolidated statements of operations and comprehensive loss. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 9 – Equity- Continued As of December 31, 2023, Alpha converted 3,588 17,304,762 339,631 1,000 As of December 31, 2022, Alpha had converted 4,137 6,804,545 172,596 1,000 As of December 31, 2023, the Company has outstanding common stock warrants of 64,670,912 0.1247 0.3800 3.43 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 Acquisition of senseFly In accordance with the terms of the senseFly S.A. Purchase Agreement, the Company issued 1,927,407 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 5,319,145 997,338 997,338 498,669 498,669 2,812,500 Exercise of Common Stock Options For the twelve months ended December 31, 2023, there was no exercise of stock options. For the twelve months ended December 31, 2022, 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 . AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 9 – 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 4,000,000 500,000 500,000 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 10,000,000 500,000 500,000 On November 14, 2023, the Company held its 2023 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 10,000,000 15,000,000 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 and comprehensive loss. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 9 – Equity- Continued Restricted Stock Units For the year ended December 31, 2023, a summary of RSU activity is as follows: Summary of Restricted Stock Units Activity Shares Weighted Average Grant Date Outstanding as of December 31, 2022 1,028,960 $ 2.31 Granted 3,227,151 0.26 Canceled (173,823 ) 1.45 Vested and released (1,028,788 ) 0.21 Outstanding as of December 31, 2023 3,053,500 $ 0.90 Vested as of December 31, 2023 2,860,898 $ 0.93 Unvested as of December 31, 2023 192,602 $ 0.49 For the year ended December 31, 2023, the aggregate fair value of RSUs at the time of vesting was $ 839,247 As of December 31, 2023, the Company had $ 39,280 975,282 For the year ended December 31, 2022, a summary of RSU activity is as follows: Shares Weighted Average Grant Date 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 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 9 – Equity- Continued Issuance of RSUs to Current Officers and Directors of the Company On December 29, 2023, upon recommendation of the Compensation Committee of the Board (“Compensation Committee”), in lieu of the payment of $ 55,133 551,333 55,133 30,000 90,000 9,000 3,000 On December 22, 2023, the Company granted its former chief commercial officer 579,923 On September 29, 2023, upon recommendation of the Compensation Committee, in lieu of the payment of $ 15,000 45,000 88,235 264,705 45,000 30,000 90,000 15,300 5,100 On May 11, 2023, upon recommendation of the Compensation Committee, the Board granted to the officers of the Company in connection with the 2022 executive compensation plan 968,690 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 For the twelve months ended December 31, 2023, the Company recognized stock-based compensation expense of $ 828,130 0.10 0.42 On June 13, 2022, the Company released 354,107 125,000 75,000 111,607 42,500 On April 11, 2022, the Company granted an officer 46,367 46,831 1.01 46,367 46,831 1.01 For the year ended December 31, 2022, the Company recognized stock-based compensation expense of $ 125,000 1.12 111,607 42,500 48,025 1.13 545,216 5.40 2.94 125,000 75,000 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 9 – Equity- Continued On March 1, 2022, upon recommendation of the 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 Stock Options For the year ended December 31, 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 — Exercised — — — — — Expired/forfeited (380,999 ) 1.83 0.99 — — Outstanding as of December 31, 2023 2,505,232 $ 2.00 $ 1.08 1.49 $ 2,294 Exercisable as of December 31, 2023 2,309,199 $ 2.13 $ 1.16 1.27 $ 2,294 As of December 31, 2023, the Company has $ 37,409 330,047 The company uses the Black-Scholes valuation model to estimate the fair market value of the stock options at the grant date as of December 31, 2023. For the year ended December 31, 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 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 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 9 – Equity- Continued As of December 31, 2022, the Company has $ 376,797 1,640,430 The company uses the Black-Scholes valuation model to estimate the fair market value of the stock options at the grant date as of December 31, 2022. For the years ended December 31, 2023 and 2022, 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 2023 2022 Years Ended December 31, 2023 2022 Stock price $ 0.32 $ 0.66 Dividend yield — % — % Expected life (years) 3.02 3.02 Expected volatility 63.64 % 69.49 % Risk-free interest rate 4.22 % 3.47 % Issuances of Options to Officers and Directors On September 30, 2023, the Company issued to officers options to purchase 50,000 0.17 3,750 234 0.08 On June 30, 2023, the Company issued to directors and officers options to purchase 125,000 0.23 13,000 2,945 0.10 On March 31, 2023, the Company issued to directors and officers options to purchase 150,000 0.45 31,350 11,158 0.21 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 Cancellations of Options During the year ended December 31, 2023, as a result of employee terminations and options expirations, stock options aggregating 380,999 378,869 307,501 1,063,673 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Plans | |
Retirement Plans | Note 10 – 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, 2023, 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 each year. The net periodic benefit cost of the Defined Benefit Plan for the period from January 1, 2023 through December 31, 2023 was as follows: Schedule of Net Periodic Benefit 2023 Service cost $ 259,031 Interest cost 66,136 Expected return on plan assets (133,373 ) Amortization of prior service cost (credit) (2,205 ) Loss recognized due to settlements and curtailments 38,579 Net periodic pension benefit cost $ 228,168 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, 2023 through December 31, 2023 were as follows: Schedule of Projected Benefit Obligation for the Period 2023 PBO, beginning of period $ 3,299,621 Service cost 259,031 Interest cost 66,136 Plan participation contributions 207,225 Actuarial (gains) / losses 87,078 Benefits paid through plan assets (84,874 ) Curtailments, settlements and special contractual termination benefits (1,225,712 ) Foreign currency exchange rate changes 269,346 PBO, end of period 2,877,851 Component representing future salary increases (98,669 ) Accumulated benefit obligation (“ABO”), end of period $ 2,779,182 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 10 – Retirement Plans- Continued For the period from January 1, 2023 through December 31, 2023, the change in fair value of the Pension Plan assets was as follows: 2023 Fair value of plan assets, beginning of period $ 3,296,404 Expected return on plan assets 133,373 Gain / (losses) on plan assets (287,690 ) Employer contributions 302,019 Plan participant contributions 207,225 Benefits paid through plan assets (84,874 ) Settlements (1,160,679 ) Foreign currency exchange rate changes 255,940 Fair value of plan assets, end of period $ 2,661,718 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: 31.8 35.4 17.1 11.3 4.4 The following table presents the fair value of the Defined Benefit Plan assets by major categories and by levels within the fair value hierarchy as of December 31, 2023: Schedule of Defined Benefit Plan Assets by Major Categories Level 1 Level 2 Level 3 Total Cash and equivalents $ 117,463 $ - $ - $ 117,463 Equity securities 846,910 - - 846,910 Bonds 942,056 - - 942,056 Real estate - 454,583 - 454,583 Alternative investments - 300,706 - 300,706 Total fair value of plan assets $ 1,906,429 $ 755,289 $ - $ 2,661,718 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: 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 $ 942,595 $ - $ 3,296,403 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, 2023: Schedule of Projected Benefit Obligation Fair value of plan assets $ 2,661,718 Less: PBO (2,877,851 ) Underfunded status, end of period $ (216,133 ) AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 10 – Retirement Plans- Continued As of December 31, 2023 and 2022, the underfunded status is included in defined plan obligation on the consolidated balance sheets. The Defined Benefit Plan has a PBO in excess of Defined Benefit Plan assets. For the period from January 1, 2023 through December 31, 2023, the amounts recognized in accumulated other comprehensive income (loss) related to the defined benefit plan were as follows: Schedule of Projected Benefit Obligation 2023 Net prior service (cost) / credit $ 10,572 Net gain / (loss) (178,544 ) Accumulated other comprehensive income (loss), net of tax $ (167,972 ) The net prior service credit included in accumulated other comprehensive income (loss) as of December 31, 2023, is expected to be recognized as a component of net periodic benefit cost during the year ending December 31, 2024. The actuarial assumptions for the Defined Benefit Plan were as follows: Schedule of Assumption Benefit obligations: Discount rate 2.10 % Estimated rate of compensation increase 1.25 % Periodic costs: Discount rate 2.10 % Estimated rate of compensation increase 1.25 % Expected long term rate of return on plan assets 3.85 % Cash balance interest credit rate 2.10 % 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 2024 $ 432,265 2025 387,629 2026 347,691 2027 310,103 2028 277,213 Thereafter 1,045,423 Total expected benefit payments by the plan $ 2,800,324 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, 2023 and 2022, the Company’s employer contribution to the 401(k) Plan totaled $ 77,240 149,543 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Guarantees and Product Warranties [Abstract] | |
Warrants | Note 11 – Warrants Warrants Issued On November 24, 2023, additional Warrants and the 1,483,560 Warrant Shares 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 to Dawson James Securities Inc. 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 0.38 On March 9, 2023, the Company received an Investor Notice from Alpha (described above in Note 9) resulting in the issuance of a Common Stock warrant to purchase up to 7,142,715 0.42 3,000,000 0.25 On December 6, 2022, the Company entered into a Promissory Note Purchase Agreement (described above in Note 8), pursuant to which the Company issued the right to purchase up to 5,000,000 0.44 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 On June 26, 2022, the Company entered into a Securities Purchase Agreement (described above in Note 8) with Alpha. In connection with the Series F Agreement the Company issued a warrant to Alpha to purchase 16,129,032 0.001 0.96 5,000,000 0.44 0.44 0.42 0.25 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 11 – Warrants – Continued 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 9.99 Warrant Conversions For the twelve months ended December 31, 2023, 5,000,000 5,000,000 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 * — Issued – November 2023 16,319,165 0.12 * — Exercised (5,000,000 ) 0.44 — Outstanding as of December 31, 2023 64,670,912 $ 0.27 * 3.43 Exercisable as of December 31, 2023 64,670,912 0.27 3.43 * Reflects the exercise price after the Down Round Trigger events (see Note 8). AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Leases | Note 12 – 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, 2023, and will expire on October 31, 2025, unless sooner terminated or extended. 226,678 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% per year increase, and two months of abated rent for December 2020 and January 2021. 467,767 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 expired in July 2023 and 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. The Lausanne lease is now set to expire in April 2028. 3,370,025 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 12 – Leases – Continued As of December 31, 2023 and 2022, balance sheet information related to the Company’s operating leases is as follows: Schedule of Company's operating leases Balance Sheet Location 2023 2022 December 31, Balance Sheet Location 2023 2022 Right-of-use asset Right-of-use asset $ 3,525,406 $ 3,952,317 Current portion of operating lease liability Current portion of lease liabilities $ 901,925 $ 628,113 Long-term portion of operating lease liability Long-term portion of lease liabilities $ 2,721,743 $ 3,161,703 For the years ended December 31, 2023 and 2022, operating lease expense payments were $ 1,039,685 1,287,143 As of December 31, 2023, scheduled future maturities of the Company’s lease liabilities are as follows: Schedule of Company's lease liabilities Year Ending December 31, 2024 $ 1,094,321 2025 1,100,394 2026 878,571 2027 792,947 2028 198,237 Total future minimum lease payments, undiscounted 4,064,470 Less: Amount representing interest (440,802 ) Present value of future minimum lease payments 3,623,668 Present value of future minimum lease payments – current 901,925 Present value of future minimum lease payments – long-term $ 2,721,743 As of December 31, 2023 and 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 Years Ended December 31, Other Information 2023 2022 Weighted-average remaining lease terms (in years) 3.9 4.8 Weighted-average discount rate 6.1 % 6.0 % For the years ended December 31, 2023 and 2022, supplemental cash flow information related to leases is as follows: Schedule Of Cash Flow Supplemental Information Other Information 2023 2022 Years Ended December 31, Other Information 2023 2022 Cash paid for amounts included in the measurement of liabilities: Operating cash flows for operating leases $ 1,054,847 $ 1,614,468 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 13 – 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 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 Departure of Chief Commercial Officer On June 20, 2023, the Company delivered notice of termination to Michael O’Sullivan, the Company’s Chief Commercial Officer, which termination was effective on September 20, 2023, subject to further extension as required under the applicable laws of Switzerland, where Mr. O’Sullivan is located and employed. 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 Common Stock on the grant date, vesting over two years, and exercisable for a period of five years AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 13 – Commitments and Contingencies- Continued 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 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. Mr. Barrett Mooney Departure as Chief Executive Officer and Chairman of the Board On December 17, 2023, the Company received notice (the “Notice”) from Mr. Barrett Mooney, the Company’s Chief Executive Officer, that he has decided to depart the Company as Chief Executive Officer and Director to pursue another professional opportunity, effective December 31, 2023. 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. 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 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. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 13 – Commitments and Contingencies- Continued Mr. Torres Declet Departure 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 Nicole Fernandez-McGovern Departure as Chief Financial Officer On August 15, 2023, the Company received notice (the “Notice”) from Ms. Nicole Fernandez-McGovern, the Company’s Chief Financial Officer, which states that she has been terminated for “Good Reason” under her employment offer letter agreement. The Board of Directors has accepted the Notice as a notice of voluntary resignation by Ms. Fernandez-McGovern, and not of termination for Good Reason. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 13 – Commitments and Contingencies- Continued Mark DiSiena Employment Arrangements for Mark DiSiena, Chief Financial Officer As previously disclosed in a Current Report on Form 8-K filed on October 19, 2023, as a result of Ms. Nicole Fernandez-McGovern 275,000 60,000 50 two years 75,000 60,000 34 33 There are no family relationships between Mr. DiSiena and any director, executive officer or nominees thereof of the Company. There are no related party transactions between the Company and Mr. DiSiena that would require disclosure under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended. The Company has various employment agreements with various employees of the Company which it considers normal and in the ordinary course of business along with agreements for all its directors which it has previously disclosed. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 13 – Commitments and Contingencies- Continued 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, 2023, the Company had purchase commitments of approximately $ 1,387,303 3,155,867 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 14 – Related Party Transactions The following reflects the related party transactions during the years ended December 31, 2023 and 2022, respectively: Ms. 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 fiscal year 2022. Premier Financial Filings did not provide services during 2023. Accordingly, for the years ended December 31, 2022, the expenses related to services provided by Premier Financial Filings to the Company, was $ 18,371 . These expenses are included within general and administrative expenses in the Company’s consolidated statements of operations and comprehensive loss. 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, 2023 and 2022, the expenses related to services provided by NeuEon, Inc. to the Company were $ 42,500 153,750 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 15 – 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, 2023 and 2022, the total of all net deferred tax assets was $ 17,794,764 11,170,665 17,794,764 11,170,665 6,624,099 2,350,212 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 15 – Income Taxes - Continued As of December 31, 2023, the Company has a federal and state net operating loss carryforward of approximately $ 55,288,195 20,863,524 6,296,936 2035-2037 32,403,001 2028-2030 15,181,695 2024-2041 As of December 31, 2022, the Company has a federal and state net operating loss carryforward of approximately $ 38,733,732 17,975,553 7,661,107 2035-2037 11,428,419 2028-2029 13,113,999 2024-2041 The timing and manner in which we can utilize our net operating loss carryforward 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 carryforwards 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. As of December 31, 2023, 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, 2023 and 2022, 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 2020 through 2022 income tax returns filed. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 15 – Income Taxes - Continued For the years ended December 31, 2023 and 2022, 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 2023 2022 Amount Rate Rate Amount Computed tax at the expected statutory rate $ (8,931,931 ) 21.00 % $ (12,233,282 ) 21.00 % State and local income taxes, net of federal (152,856 ) 0.36 % (193,910 ) 0.33 % Goodwill impairment 3,313,121 (7.79 )% 8,590,427 (14.75 )% Other permanent items 41,757 (0.10 )% 301,687 (0.51 )% Other adjustments (1,762,090 ) 4.14 % (57,579 ) 0.09 % Stock compensation (12,606 ) 0.03 % 172,056 (0.30 )% Return to provision adjustment 196,163 (0.46 )% 369,793 (0.63 )% Foreign tax differential 684,343 (1.61 )% 700,596 (1.20 )% Change in valuation allowance 6,624,099 (15.57 )% 2,350,212 (4.03 )% Income tax expense (benefit) $ — 0.00 % $ — 0.00 % As of December 31, 2023 and 2022, the temporary differences, tax credits and carryforwards that gave rise to the following deferred tax assets (liabilities): Schedule of Deferred Tax Assets (Liabilities) Deferred Tax Assets: 2023 2022 Other current liabilities $ 17,806 $ — Equity compensation 1,109,854 1,001,945 Other accrued expenses 16,406 754,211 Net operating loss carry forward 16,889,316 10,396,086 Tax credits 150,351 150,351 Right of Use (ROU) - Liability 147,861 (127,473 ) Total Deferred Tax Assets $ 18,331,594 $ 12,175,120 Valuation Allowance (17,794,764 ) (11,170,665 ) Deferred Tax Liabilities: Property and equipment (1,183 ) (100,019 ) Intangible assets (410,463 ) (1,036,649 ) Right of Use (ROU) - Asset (125,184 ) 132,213 Total Deferred Tax Liabilities $ (536,830 ) $ (1,004,455 ) Net Deferred Tax $ — $ — AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 15 – Income Taxes- Continued The Company’s provision is primarily driven by the full valuation allowance in 2023 and 2022. The provision for income taxes consisted of the following for the years ended December 31, 2023 and 2022: Schedule of Provision for Income Taxes 2023 2022 Current U.S. Federal $ — $ — U.S. State (5,750 ) 5,750 U.S. Foreign — — Total current provision (5,750 ) 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 ) $ 5,750 The Company’s loss before provision for incomes taxes consisted of the following amounts: Schedule of Loss Before Provision for Incomes Taxes 2023 2022 For the Years Ended December 31, 2023 2022 United States $ (32,930,150 ) $ (48,536,722 ) International (9,491,587 ) (9,717,001 ) Total net loss before provision for income taxes $ (42,421,737 ) $ (58,253,723 ) |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Note 16 – Segment Information The Company conducts the business through the following three operating segments: Drones, Sensors and SaaS. 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, 2023 and 2022 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, 2023 Goodwill $ — $ — $ 7,402,644 $ — $ 7,402,644 Assets $ 1,148,638 $ 8,666,641 $ 15,260,263 $ 80,359 $ 25,155,901 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 CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 16 – Segment Information- Continued Net (Loss) Income Schedule of Net (Loss) Income Corporate Drones Sensors SaaS Total Year ended December 31, 2023 Revenues $ — $ 6,197,049 $ 7,100,419 $ 443,930 $ 13,741,398 Cost of sales — 3,770,886 3,439,350 1,067,922 8,278,158 Loss from operations (1) (2) $ (7,429,783 ) $ (9,287,814 ) $ (15,487,428 ) $ (6,945,087 ) $ (39,150,112 ) Other income (expense), net (2,060,844 ) (211,698 ) (998,580 ) (503 ) (3,271,625 ) Net loss $ (9,490,627 ) $ (9,499,512 ) $ (16,486,008 ) $ (6,945,590 ) $ (42,421,737 ) Year ended December 31, 2022 Revenues $ — $ 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 (3) $ (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 ) (1) Includes goodwill impairment $ 15,776,767 (2) Includes intangible impairment $ 5,899,307 (3) Includes goodwill impairment $ 41,687,871 Revenues by Geographic Area Schedule of Geographical Revenues Drones Sensors SaaS Total Year ended December 31, 2023 North America $ 2,169,983 $ 2,655,443 $ 407,490 $ 5,232,916 Latin America 1,571,956 256,524 28,671 1,857,151 Europe, Middle East and Africa 2,183,763 2,957,644 1,254 5,142,661 Asia Pacific 271,347 1,117,485 6,515 1,395,347 Other — 113,323 — 113,323 Total $ 6,197,049 $ 7,100,419 $ 443,930 $ 13,741,398 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 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17 – Subsequent Events On January 18, 2024, the Company filed a S-1 with a purpose related to the resale by the Selling Shareholders (the “Selling Shareholders”), identified of up to 16,319,165 0.001 14,835,605 0.1247 0.10 1,483,560 0.1247 1,281,796 On February 1, 2024, the Company filed an amendment to the January 18, 2024 S-1 relating to the resale by the Selling Shareholders (the “Selling Shareholders”) of up to 16,319,165 0.001 14,835,605 0.1247 0.10 1,483,560 0.1247 1,281,796 On January 24, 2024, AgEagle Aerial Systems Inc. entered into an Agreement for the Purchase and Sale of Future Receipts, as amended (the “Future Receipts Agreement”) with a commercial lender (the “Buyer”) pursuant to which the Buyer purchased $ 1,512,000 1,050,000 54,000 1,312,500 On January 29, 2024, the Board approved a 1-for-20 reverse stock split On February 8, 2024, AgEagle Aerial Systems Inc. entered into a Securities Purchase Agreement (the “SPA”), as subsequently amended, with Alpha purchased 10,000 subject to certain conditions, including shareholder approval, to purchase up to an additional $ 25,000,000 2,000,000 2,000,000 1,000,000 AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 17 – Subsequent Events- Continued In conjunction, the Company and Alpha, entered into a Securities Purchase Agreement, pursuant to which the Company issued to Alpha an 8 3,500,000 4,095,000 595,000 Simultaneously, on February 8, 2024, the Company and Alpha entered into a Securities Exchange Agreement (the “Exchange Agreement”), pursuant to which the parties agreed to exchange the Original Note for a Convertible Note due January 8, 2024 in the principal amount of $ 4,849,491 0.10 On February 8, 2024, AgEagle Aerial Systems Inc. as amended to date (the “Charter”), 1-for-20 reverse stock split 0.001 On February 9, 2024, after the reverse stock split, the outstanding common stock balance became 7,576,297 151.5 On February 15, 2024, AgEagle Aerial Systems Inc. announced the appointment of William (“Bill”) Irby to serve as president of the Company, effective as of February 12, 2024. On March 6, 2024, AgEagle Aerial Systems Inc. entered into a letter agreement with Dawson James Securities, Inc. (“ Dawson 0.001 Common Stock Pursuant to the Engagement Agreement, the Company will pay a cash fee equal to $ 68,862.04 5 125 Additionally, on March 6, 2024, the Company entered into a warrant exercise agreement with several institutional investors (“ Investors Existing Warrants 0.60 497,700.60 On March 6, 2024, in connection with the Assigned Rights, the Company received Investor Notices from Alpha and the Assignees for the aggregate purchase of 1,000 829,394 1.2057 829,394 Warrants 1.2057 1,000,000 three-year term On March 7, 2024, AgEagle Aerial Systems Inc. announced the appointment of Malcolm Bradley Frost to serve as a Board Director of the Company, effective as of March 1, 2024. As of March 31, 2024, Alpha has converted 3,130 13,402,052 100,000 79,828 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
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., Measure and senseFly. All significant intercompany balances and transactions have been eliminated in consolidation. As of January 1, 2023, MicaSense ceased to exist as a standalone entity and was merged into AgEagle Aerial Systems, Inc. (AgEagle). |
Liquidity and Going Concern | Liquidity and Going Concern 42.4 11.0 0.5 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, 2023 AND 2022 Note 2 – Summary of Significant Accounting Policies – Continued |
Risks and Uncertainties | Risks and Uncertainties |
Use of Estimates | Use of Estimates |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) |
Fair Value Measurements and Disclosures | 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, 2023 AND 2022 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 current outstanding loans, including the 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, 2023 and 2022, 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 | Cash Concentrations 250,000 250,000 |
Accounts Receivable and Credit Policy | Accounts Receivable and Credit Policy – 2.1 2.2 2.9 In addition, as of December 31, 2023, 2022 and 2021, the Company had an allowance for credit losses balance of $ 0.2 0.5 $1.0 |
Allowance for Credit Losses | Allowance for Credit Losses Our net accounts receivable represents amounts billed and due from customers. Through an historically perspective, nearly all of our accounts receivable at December 31, 2023 would be expected to be timely collected in calendar year 2024 because the majority of our accounts receivable are due from Value Added Resellers (VARs) and the soveign government, including the US Department of Defense. However, under the new guidance, the company has elected to recognize credit losses based on our collection history and our customers payment terms. AgEagle as a company averages a 0.49 0.47 0.65 158,689 and $ 16,800 , respectively. |
Inventories | Inventories – AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 2 – Summary of Significant Accounting Policies – Continued |
Intangible Assets | Intangible Assets In accordance with ASC Topic 350-40, Software - Internal-Use Software three five years 582,148 721,795 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 0 1,332,516 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, 2023 AND 2022 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, 2023, the Company conducted an analysis of the intangibles, which indicated that the fair value was less than the current value, resulting in an impairment to our reporting units in the amount of $ 5,899,307 no |
Goodwill | Goodwill During the fourth quarter of 2023 and 2022, respectively, and in accordance with ASC Topic 350, Intangibles – Goodwill and Other , 17 26 |
Revenue Recognition | Revenue Recognition – Most of the Company’s revenues are derived primarily through the sales of drones, sensors and related accessories, and software subscriptions. The Company utilized Accounting Standard Codification (“ASC”) Topic 606 and the related amendments Revenue from Contracts with Customers Generally, we recognize revenue when it satisfies its obligation by providing the benefits of the service to the customer, either over time or at a point in time. A performance obligation is satisfied over time if one of the following criteria are met: a. the customer simultaneously receives and consumes the benefits as the entity performs; or b. the entity’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or c. the entity’s performance does not create an asset with an alternative use to the entity, and the entity has an enforceable right to payment for performance completed to date. Revenue recognition under ASC 606 as described below creates following revenue streams: ● Sensor Sales – sales are recognized on products when the related goods have been shipped, title has passed to the customer, and there are no undeliverable elements or uncertainties. Amounts incurred related to shipping and handling are included in cost of revenue. ● Drone Sales - sales are recognized on products when the related goods have been shipped, title has passed to the customer, and there are no undeliverable elements or uncertainties. Amounts incurred related to shipping and handling are included in cost of revenue. The Company recognizes revenue on sales to customers, dealers, and distributors upon satisfaction of performance obligations which 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. 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. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 2 – Summary of Significant Accounting Policies – Continued The Company’s software subscriptions to its platforms, HempOverview Ground Control For SaaS revenue, the Company bears responsibility to fulfill sales orders for the Ground Control and HemOverview platform sold as SaaS. The Company owns and maintains the software license that is sold as a service. AgEagle has full pricing discretion and bears risk of loss on the software as a service-related revenues. Sales of SaaS is excluded from the principal vs. agent consideration as AgEagle procures and manages the inventory flow, manufacturing process, and finished goods. The Company acts as the principal for all product sales of SaaS and reports the revenues and expenses of these product sales at gross amounts. Accordingly, application to the Company’s contracts with customers for SaaS, we conclude that the Company has a single performance obligation relating to revenue recognition from the sale of its Ground Control and HempOverview platforms as a subscription service. SaaS contracts with customers are either 12-month subscriptions, in which the 12-months fee is paid up front or paid monthly. |
Provision for Warranty Expense | Provision for Warranty Expense |
Shipping Costs | Shipping Costs – 0.26 0.34 |
Advertising Costs | Advertising Costs 0.10 0.35 |
Research and Development | Research and Development 5.5 8.1 |
Vendor Concentrations | Vendor Concentrations |
Customer Concentrations | Customer Concentrations 10 10 |
Defined Benefit Plan | Defined Benefit Plan |
Loss Per Common Share | Loss Per Common Share – 0.0001 |
Potentially Dilutive Securities | Potentially Dilutive Securities – 192,602 unvested restricted stock units, 64,670,912 common stock warrants and 2,505,232 options outstanding to purchase shares of Common Stock. As of December 31, 2022, the Company had 557,476 unvested restricted stock units and 2,561,231 options outstanding to purchase shares of Common Stock. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 2 – Summary of Significant Accounting Policies – Continued |
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. |
Segment Reporting | Segment Reporting – In accordance with ASC Topic 280, Segment Reporting 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 | Contingencies AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 2 – Summary of Significant Accounting Policies – Continued |
Recently Issued and Adopted Accounting Pronouncements | Recently Issued and Adopted Accounting Pronouncements Adopted During the first quarter of 2022, the Company early adopted Accounting Standards Update (“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) In June 2016, the Financial Accounting Standards Board (FASB”) issued ASU 2016-13, “Financial Instruments-Credit Losses” (Topic 326), which provides guidance on how an entity should measure credit losses on financial instruments. The standard amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The ASU is effective for smaller reporting companies in the first quarter of 2023. The Company adopted the new guidance as of January 1, 2023, and it did not have a material impact on its consolidated financial statements. The allowance for credit losses is an accounting technique that enables companies to take these anticipated losses into consideration in its financial statements to limit overstatement of potential income. To avoid an account overstatement. Otherwords, a company will estimate how much of its receivables it expects will be delinquent. We reviewed our revenues from the years ending 2021, 2022 and 2023 and the portion of those revenues that were not collected. We also separated the US entities from the International entities because each location represents different markets. In the 3 years reviewed, the US entities had $ 24,134,543 113,325 0.47 16,798,449 109,822 0.65 1 27,704,276 141,630 0.51 Pending In December 2023, FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). The ASU focuses on income tax disclosures around effective tax rates and cash income taxes paid. ASU 2023-09 requires public business entities to disclose, on an annual basis, a rate reconciliation presented in both dollars and percentages. The guidance requires the rate reconciliation to include specific categories and provides further guidance on disaggregation of those categories based on a quantitative threshold equal to 5% or more of the amount determined by multiplying pretax income (loss) from continuing operations by the applicable statutory rate. For entities reconciling to the US statutory rate of 21%, this would generally require disclosing any reconciling items that impact the rate by 1.05% or more. ASU 2023-09 is effective for public business entities for annual periods beginning after December 15, 2024 (generally, calendar year 2025) and effective for all other business entities one year later. Entities should adopt this guidance on a prospective basis, though retrospective application is permitted. AGEAGLE AERIAL SYSTEMS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 Note 2 – Summary of Significant Accounting Policies – Continued In November 2023, the FASB issued ASU 2023-07, Segment Reporting – Improvements to Reportable Segment Disclosures. The ASU will now require public entities to disclose its significant segment expenses categories and amounts for each reportable segment. Under the ASU, a significant segment expense is an expense that is: ● significant to the segment, ● regularly provided to or easily computed from information regularly provided to the chief operating decision maker and ● included in the reported measure of segment profit or loss. The ASU is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024 (calendar year public entity will adopt the ASU in its 2024 Form 10-K). The ASU should be adopted retrospectively unless its impracticable to do so. Early adoption of the ASU is permitted, including in an interim period. The adoption of ASU 2023-07 is expected to have a financial statement disclosure impact only and is not expected to have a material impact on the Company’s 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 consolidated financial statements. |
Impacts of Global Unrest and Instability On Our Business Operations | Impacts of Global Unrest and Instability On Our Business Operations Global economic challenges, including the impact of emerging conflicts and wars around the globe, rising inflation, supply-chain disruptions, adverse labor market conditions could cause continued economic uncertainty and volatility. During the year ended December 31, 2023, the COVID-19 pandemic issues dissipated rapidly and did not have much lingering impact on our business, but inflation, high interest rates 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 remain 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 inflation and supply chain disruptions and their effects to continue to have a significant negative impact on our business for an extended time period. For the year ended December 31, 2023, our supply chain was adversely impacted by the lingering effects of 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 Sheet Accounts (Tables)
Balance Sheet Accounts (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Accounts Receivable, Net | As of December 31, 2023 and 2022, accounts receivable, net consist of the following: Schedule of Accounts Receivable, Net December 31, 2023 December 31, 2022 Accounts receivable $ 2,216,235 $ 2,229,840 Less: Allowance for credit losses * (158,689 ) (16,800 ) Accounts receivable, net $ 2,057,546 $ 2,213,040 * Allowance for credit losses |
Schedule of Customer Concentration | Accounts receivable concentration information for customers comprising more than 10% of the Company’s total net sales of such customers is summarized below: Schedule of Customer Concentration Percent of total accounts receivable for year ended December 31, Customers 2023 2022 Customer A 10.1 % — % |
Schedule of Inventories | As of December 31, 2023 and 2022, inventories, net consist of the following: Schedule of Inventories 2023 2022 December 31, 2023 2022 Raw materials $ 4,648,966 $ 5,288,206 Work in process 903,217 1,106,056 Finished goods 1,806,239 614,400 Gross inventories 7,358,422 7,008,662 Less: Provision for obsolescence (421,442 ) (322,815 ) Inventories, net $ 6,936,980 $ 6,685,847 |
Schedule of Prepaid and Other Current Assets | As of December 31, 2023 and 2022, prepaid and other current assets consist of the following: Schedule of Prepaid and Other Current Assets 2023 2022 December 31, 2023 2022 Prepaid inventories $ 12,738 $ 281,484 Prepaid software licenses and annual fees 182,510 184,429 Prepaid rent 51,497 234,691 Prepaid insurance 166,210 167,794 Prepaid value-added tax charges 63,209 99,558 Prepaid other and other current assets 72,397 61,592 Prepaid and other current assets $ 548,561 $ 1,029,548 |
Schedule of Property and Equipment, Net | As of December 31, 2023 and 2022, property and equipment, net consist of the following: Schedule of Property and Equipment, Net Type (Years) 2023 2022 Estimated Useful Life December 31, Type (Years) 2023 2022 Leasehold improvements 3 $ 136,382 $ 106,837 Production tools and equipment 5 1,003,726 632,514 Computer and office equipment 3 5 407,747 507,637 Furniture 5 74,420 77,799 Drone equipment 3 170,109 170,109 Total property and equipment $ 1,792,384 $ 1,494,896 Less: Accumulated depreciation (992,492 ) (703,741 ) Total property and equipment, net $ 799,892 $ 791,155 |
Schedule of Property and Equipment Depreciation Expense | Schedule of Property and Equipment Depreciation Expense Type 2023 2022 For the Years Ended December 31, Type 2023 2022 Cost of sales $ — $ 266,468 General and administrative 257,092 179,461 Total $ 257,092 $ 445,929 |
Schedule of Accrued Expenses | As of December 31, 2023 and 2022, accrued liabilities consist of the following: Schedule of Accrued Expenses 2023 2022 December 31, 2023 2022 Accrued purchases and customer deposits $ 290,126 $ 102,319 Accrued compensation and related liabilities 278,794 774,916 Provision for warranty expense 303,217 288,807 Accrued dividends 512,227 172,596 Accrued professional fees 211,086 262,737 Accrued interest 326,945 — Other 21,957 79,331 Total accrued liabilities $ 1,944,352 $ 1,680,706 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets, Net Other Than Goodwill | As of December 31, 2023, intangible assets, net, other than goodwill, consist of following: Schedule of Intangible Assets, Net Other Than Goodwill Name Estimated Life (Years) Balance as of December 31, 2022 Additions Amortization Impairment Balance as of December 31, 2023 Intellectual property/technology 5 7 $ 4,473,861 $ — $ (808,968 ) $ (3,058,539 ) $ 606,354 Customer base 3 10 2,885,657 — (1,137,663 ) (748,220 ) 999,774 Tradenames and trademarks 5 10 1,757,891 — (207,944 ) (1,122,942 ) 427,005 Non-compete agreement — 335,933 — (335,933 ) — — Platform development costs — 1,332,516 357,724 (720,634 ) (969,606 ) — Internal use software costs 3 721,795 203,889 (343,536 ) — 582,148 Total intangible assets, net $ 11,507,653 $ 561,613 $ (3,554,678 ) $ (5,899,307 ) $ 2,615,281 As of December 31, 2022, intangible assets, net, other than goodwill, consist of the following: 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 Trade names 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 |
Schedule of Gross Carrying Intangible Assets | As of December 31, 2023, the gross carrying intangible assets, accumulated amortization, impairments, and net book value, consist of following: Schedule of Gross Carrying Intangible Assets Name Weighted Average Estimated Used Life (Years) Gross Carrying Amount Accumulated Amortization Impairment Net Book Intellectual property/technology 4.25 $ 5,671,026 $ (2,006,133 ) $ (3,058,539 ) $ 606,354 Customer base 7.17 4,411,499 (2,663,505 ) (748,220 ) 999,774 Tradenames and trademarks 7.17 2,082,338 (532,391 ) (1,122,942 ) 427,005 Non-compete agreement — 901,198 (901,198 ) — — Platform development costs — 2,345,459 (1,375,853 ) (969,606 ) — Internal use software costs 2.34 1,100,212 (518,064 ) — 582,148 Total intangible assets, net 3.42 $ 16,511,732 $ (7,997,144 ) $ (5,899,307 ) $ 2,615,281 As of December 31, 2022, the gross carrying intangible assets, accumulated amortization, impairments, and net book value, consist of following: Name Weighted Average Estimated Used Life (Years) Gross Carrying Amount Accumulated Amortization Impairment Net Book Intellectual property/technology 5.99 $ 5,671,026 $ (1,197,165 ) $ — $ 4,473,861 Customer base 8.17 4,411,499 (1,525,842 ) 2,885,657 Tradenames and trademarks 8.17 2,082,338 (324,447 ) — 1,757,891 Non-compete agreement 0.68 901,198 (565,265 ) — 335,933 Platform development costs 2.97 1,987,735 (655,219 ) — 1,332,516 Internal use software costs 2.97 896,325 (174,530 ) 721,795 Total intangible assets, net 4.75 $ 15,950,121 $ (4,442,468 ) $ — $ 11,507,653 |
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 2024 2025 2026 2027 2028 Thereafter Total For the Years Ending December 31, 2024 2025 2026 2027 2028 Thereafter Total Intellectual property/ technology $ 148,495 $ 148,495 $ 148,495 $ 148,495 $ 12,374 $ — $ 606,354 Customer base 141,145 141,145 141,145 141,145 141,145 294,049 999,774 Trade names and trademarks 60,283 60,286 60,283 60,283 60,283 125,587 427,005 Internal use software costs 366,984 191,249 23,915 — — — 582,148 Total Intangible Assets, Net $ 716,907 $ 541,175 $ 373,838 $ 349,923 $ 213,802 $ 419,636 $ 2,615,281 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of carrying value of goodwill for our operating segments | 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 Impairment — (11,570,252 ) (4,206,515 ) (15,776,767 ) Balance as of December 31, 2023 $ — $ 7,402,644 $ — $ 7,402,644 |
COVID Loan (Tables)
COVID Loan (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Covid Loan | |
Schedule of Maturity of SenseFly Covid Loans | As of December 31, 2023, scheduled principal payments due under the senseFly COVID Loans are as follows: Schedule of Maturity of SenseFly Covid Loans Year Ending December 31, 2024 $ 391,545 2025 195,381 2026 97,887 2027 195,769 Total $ 880,582 |
Promissory Note (Tables)
Promissory Note (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of principal payments due | As of December 31, 2023, scheduled principal payments due under the Second Amended Note are as follows: Schedule of principal payments due Year Ending December 31, 2024 $ 4,504,500 Total $ 4,504,500 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Summary of Restricted Stock Units Activity | For the year ended December 31, 2023, a summary of RSU activity is as follows: Summary of Restricted Stock Units Activity Shares Weighted Average Grant Date Outstanding as of December 31, 2022 1,028,960 $ 2.31 Granted 3,227,151 0.26 Canceled (173,823 ) 1.45 Vested and released (1,028,788 ) 0.21 Outstanding as of December 31, 2023 3,053,500 $ 0.90 Vested as of December 31, 2023 2,860,898 $ 0.93 Unvested as of December 31, 2023 192,602 $ 0.49 Shares Weighted Average Grant Date 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 |
Summary of Options Activity | For the year ended December 31, 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 — Exercised — — — — — Expired/forfeited (380,999 ) 1.83 0.99 — — Outstanding as of December 31, 2023 2,505,232 $ 2.00 $ 1.08 1.49 $ 2,294 Exercisable as of December 31, 2023 2,309,199 $ 2.13 $ 1.16 1.27 $ 2,294 For the year ended December 31, 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 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 |
Schedule of Significant Weighted Average Assumptions | For the years ended December 31, 2023 and 2022, 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 2023 2022 Years Ended December 31, 2023 2022 Stock price $ 0.32 $ 0.66 Dividend yield — % — % Expected life (years) 3.02 3.02 Expected volatility 63.64 % 69.49 % Risk-free interest rate 4.22 % 3.47 % |
Retirement Plans (Tables)
Retirement Plans (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Plans | |
Schedule of Net Periodic Benefit | The net periodic benefit cost of the Defined Benefit Plan for the period from January 1, 2023 through December 31, 2023 was as follows: Schedule of Net Periodic Benefit 2023 Service cost $ 259,031 Interest cost 66,136 Expected return on plan assets (133,373 ) Amortization of prior service cost (credit) (2,205 ) Loss recognized due to settlements and curtailments 38,579 Net periodic pension benefit cost $ 228,168 |
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, 2023 through December 31, 2023 were as follows: Schedule of Projected Benefit Obligation for the Period 2023 PBO, beginning of period $ 3,299,621 Service cost 259,031 Interest cost 66,136 Plan participation contributions 207,225 Actuarial (gains) / losses 87,078 Benefits paid through plan assets (84,874 ) Curtailments, settlements and special contractual termination benefits (1,225,712 ) Foreign currency exchange rate changes 269,346 PBO, end of period 2,877,851 Component representing future salary increases (98,669 ) Accumulated benefit obligation (“ABO”), end of period $ 2,779,182 |
Schedule of Defined Benefit Plan Assets by Major Categories | The following table presents the fair value of the Defined Benefit Plan assets by major categories and by levels within the fair value hierarchy as of December 31, 2023: Schedule of Defined Benefit Plan Assets by Major Categories Level 1 Level 2 Level 3 Total Cash and equivalents $ 117,463 $ - $ - $ 117,463 Equity securities 846,910 - - 846,910 Bonds 942,056 - - 942,056 Real estate - 454,583 - 454,583 Alternative investments - 300,706 - 300,706 Total fair value of plan assets $ 1,906,429 $ 755,289 $ - $ 2,661,718 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: 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 $ 942,595 $ - $ 3,296,403 |
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, 2023: Schedule of Projected Benefit Obligation Fair value of plan assets $ 2,661,718 Less: PBO (2,877,851 ) Underfunded status, end of period $ (216,133 ) |
Schedule of Projected Benefit Obligation | Schedule of Projected Benefit Obligation 2023 Net prior service (cost) / credit $ 10,572 Net gain / (loss) (178,544 ) Accumulated other comprehensive income (loss), net of tax $ (167,972 ) |
Schedule of Expected Benefit Payments | The actuarial assumptions for the Defined Benefit Plan were as follows: Schedule of Assumption Benefit obligations: Discount rate 2.10 % Estimated rate of compensation increase 1.25 % Periodic costs: Discount rate 2.10 % Estimated rate of compensation increase 1.25 % Expected long term rate of return on plan assets 3.85 % Cash balance interest credit rate 2.10 % 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 2024 $ 432,265 2025 387,629 2026 347,691 2027 310,103 2028 277,213 Thereafter 1,045,423 Total expected benefit payments by the plan $ 2,800,324 |
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 2024 $ 432,265 2025 387,629 2026 347,691 2027 310,103 2028 277,213 Thereafter 1,045,423 Total expected benefit payments by the plan $ 2,800,324 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 * — Issued – November 2023 16,319,165 0.12 * — Exercised (5,000,000 ) 0.44 — Outstanding as of December 31, 2023 64,670,912 $ 0.27 * 3.43 Exercisable as of December 31, 2023 64,670,912 0.27 3.43 * Reflects the exercise price after the Down Round Trigger events (see Note 8). |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Schedule of Company's operating leases | As of December 31, 2023 and 2022, balance sheet information related to the Company’s operating leases is as follows: Schedule of Company's operating leases Balance Sheet Location 2023 2022 December 31, Balance Sheet Location 2023 2022 Right-of-use asset Right-of-use asset $ 3,525,406 $ 3,952,317 Current portion of operating lease liability Current portion of lease liabilities $ 901,925 $ 628,113 Long-term portion of operating lease liability Long-term portion of lease liabilities $ 2,721,743 $ 3,161,703 |
Schedule of Company's lease liabilities | As of December 31, 2023, scheduled future maturities of the Company’s lease liabilities are as follows: Schedule of Company's lease liabilities Year Ending December 31, 2024 $ 1,094,321 2025 1,100,394 2026 878,571 2027 792,947 2028 198,237 Total future minimum lease payments, undiscounted 4,064,470 Less: Amount representing interest (440,802 ) Present value of future minimum lease payments 3,623,668 Present value of future minimum lease payments – current 901,925 Present value of future minimum lease payments – long-term $ 2,721,743 |
Schedule of weighted average lease-term and discount rate leases | As of December 31, 2023 and 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 Years Ended December 31, Other Information 2023 2022 Weighted-average remaining lease terms (in years) 3.9 4.8 Weighted-average discount rate 6.1 % 6.0 % |
Schedule Of Cash Flow Supplemental Information | For the years ended December 31, 2023 and 2022, supplemental cash flow information related to leases is as follows: Schedule Of Cash Flow Supplemental Information Other Information 2023 2022 Years Ended December 31, Other Information 2023 2022 Cash paid for amounts included in the measurement of liabilities: Operating cash flows for operating leases $ 1,054,847 $ 1,614,468 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation of Income Tax Expense | For the years ended December 31, 2023 and 2022, 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 2023 2022 Amount Rate Rate Amount Computed tax at the expected statutory rate $ (8,931,931 ) 21.00 % $ (12,233,282 ) 21.00 % State and local income taxes, net of federal (152,856 ) 0.36 % (193,910 ) 0.33 % Goodwill impairment 3,313,121 (7.79 )% 8,590,427 (14.75 )% Other permanent items 41,757 (0.10 )% 301,687 (0.51 )% Other adjustments (1,762,090 ) 4.14 % (57,579 ) 0.09 % Stock compensation (12,606 ) 0.03 % 172,056 (0.30 )% Return to provision adjustment 196,163 (0.46 )% 369,793 (0.63 )% Foreign tax differential 684,343 (1.61 )% 700,596 (1.20 )% Change in valuation allowance 6,624,099 (15.57 )% 2,350,212 (4.03 )% Income tax expense (benefit) $ — 0.00 % $ — 0.00 % |
Schedule of Deferred Tax Assets (Liabilities) | As of December 31, 2023 and 2022, the temporary differences, tax credits and carryforwards that gave rise to the following deferred tax assets (liabilities): Schedule of Deferred Tax Assets (Liabilities) Deferred Tax Assets: 2023 2022 Other current liabilities $ 17,806 $ — Equity compensation 1,109,854 1,001,945 Other accrued expenses 16,406 754,211 Net operating loss carry forward 16,889,316 10,396,086 Tax credits 150,351 150,351 Right of Use (ROU) - Liability 147,861 (127,473 ) Total Deferred Tax Assets $ 18,331,594 $ 12,175,120 Valuation Allowance (17,794,764 ) (11,170,665 ) Deferred Tax Liabilities: Property and equipment (1,183 ) (100,019 ) Intangible assets (410,463 ) (1,036,649 ) Right of Use (ROU) - Asset (125,184 ) 132,213 Total Deferred Tax Liabilities $ (536,830 ) $ (1,004,455 ) Net Deferred Tax $ — $ — |
Schedule of Provision for Income Taxes | The provision for income taxes consisted of the following for the years ended December 31, 2023 and 2022: Schedule of Provision for Income Taxes 2023 2022 Current U.S. Federal $ — $ — U.S. State (5,750 ) 5,750 U.S. Foreign — — Total current provision (5,750 ) 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 ) $ 5,750 |
Schedule of Loss Before Provision for Incomes Taxes | The Company’s loss before provision for incomes taxes consisted of the following amounts: Schedule of Loss Before Provision for Incomes Taxes 2023 2022 For the Years Ended December 31, 2023 2022 United States $ (32,930,150 ) $ (48,536,722 ) International (9,491,587 ) (9,717,001 ) Total net loss before provision for income taxes $ (42,421,737 ) $ (58,253,723 ) |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Goodwill and Assets | As of December 31, 2023 and 2022 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, 2023 Goodwill $ — $ — $ 7,402,644 $ — $ 7,402,644 Assets $ 1,148,638 $ 8,666,641 $ 15,260,263 $ 80,359 $ 25,155,901 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 |
Schedule of Net (Loss) Income | Schedule of Net (Loss) Income Corporate Drones Sensors SaaS Total Year ended December 31, 2023 Revenues $ — $ 6,197,049 $ 7,100,419 $ 443,930 $ 13,741,398 Cost of sales — 3,770,886 3,439,350 1,067,922 8,278,158 Loss from operations (1) (2) $ (7,429,783 ) $ (9,287,814 ) $ (15,487,428 ) $ (6,945,087 ) $ (39,150,112 ) Other income (expense), net (2,060,844 ) (211,698 ) (998,580 ) (503 ) (3,271,625 ) Net loss $ (9,490,627 ) $ (9,499,512 ) $ (16,486,008 ) $ (6,945,590 ) $ (42,421,737 ) Year ended December 31, 2022 Revenues $ — $ 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 (3) $ (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 ) (1) Includes goodwill impairment $ 15,776,767 (2) Includes intangible impairment $ 5,899,307 (3) Includes goodwill impairment $ 41,687,871 |
Schedule of Geographical Revenues | Schedule of Geographical Revenues Drones Sensors SaaS Total Year ended December 31, 2023 North America $ 2,169,983 $ 2,655,443 $ 407,490 $ 5,232,916 Latin America 1,571,956 256,524 28,671 1,857,151 Europe, Middle East and Africa 2,183,763 2,957,644 1,254 5,142,661 Asia Pacific 271,347 1,117,485 6,515 1,395,347 Other — 113,323 — 113,323 Total $ 6,197,049 $ 7,100,419 $ 443,930 $ 13,741,398 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 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | 24 Months Ended | 36 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||||
Net loss | $ 42,400,000 | ||||
Net cash provided by (used in) operating activities | 10,956,377 | $ 19,762,186 | |||
Working capital deficit | 500,000 | $ 500,000 | $ 500,000 | ||
Cash federal deposit insurance corporation | 250,000 | 250,000 | 250,000 | ||
Cash balance | 250,000 | 250,000 | 250,000 | ||
Accounts receivable | 2,057,546 | 2,213,040 | 2,057,546 | 2,057,546 | $ 2,900,000 |
Allowance for credit losses | $ 200,000 | 500,000 | 200,000 | 200,000 | $ 1,000,000 |
Uncollectable rate | 0.49% | ||||
Accounts Receivable, Allowance for Credit Loss, Current | $ 158,689 | $ 16,800 | $ 158,689 | $ 158,689 | |
Finite-lived intangible asset, estimated useful life | 3 years 5 months 1 day | 4 years 9 months | 3 years 5 months 1 day | 3 years 5 months 1 day | |
Capitalized software development costs for internal-use software, net of accumulated amortization | $ 582,148 | $ 582,148 | $ 582,148 | ||
Capitalized software development costs for internal-use software, net of accumulated amortization | $ 721,795 | ||||
Capitalized software development costs for internal-use software, net of accumulated amortization | 2,615,281 | 11,507,653 | $ 2,615,281 | $ 2,615,281 | |
Asset impairment charges | 5,899,307 | 0 | |||
Shipping costs | 260,000 | 340,000 | |||
Advertising costs | 100,000 | 350,000 | |||
Research and development expenses | $ 5,523,541 | $ 8,113,774 | |||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |
Income tax rate reconciliation description | The guidance requires the rate reconciliation to include specific categories and provides further guidance on disaggregation of those categories based on a quantitative threshold equal to 5% or more of the amount determined by multiplying pretax income (loss) from continuing operations by the applicable statutory rate. For entities reconciling to the US statutory rate of 21%, this would generally require disclosing any reconciling items that impact the rate by 1.05% or more. ASU 2023-09 is effective for public business entities for annual periods beginning after December 15, 2024 (generally, calendar year 2025) and effective for all other business entities one year later. Entities should adopt this guidance on a prospective basis, though retrospective application is permitted. | ||||
Unvested Restricted Stock [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 192,602 | 557,476 | |||
Common Stock Warrants [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 64,670,912 | ||||
Options Held [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,505,232 | 2,561,231 | |||
Common Stock [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | One Customer [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Concentration risk, percentage | 10% | 10% | |||
Software and Software Development Costs [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Finite-lived intangible asset, estimated useful life | 2 years | 2 years | 2 years | ||
Capitalized software development costs for internal-use software, net of accumulated amortization | $ 0 | $ 1,332,516 | $ 0 | $ 0 | |
Minimum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Finite-lived intangible asset, estimated useful life | 3 years | 3 years | 3 years | ||
Discounted cash flow discount rate | 17% | ||||
Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Finite-lived intangible asset, estimated useful life | 5 years | 5 years | 5 years | ||
Discounted cash flow discount rate | 26% | ||||
UNITED STATES | |||||
Property, Plant and Equipment [Line Items] | |||||
Uncollectable rate | 0.47% | 0.65% | 0.47% | ||
Sales revenue | $ 16,798,449 | $ 24,134,543 | |||
Uncollectable rate round up | 1% | ||||
UNITED STATES | Three Years Review [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
uncollected money | $ 113,325 | $ 113,325 | 113,325 | ||
UNITED STATES | Two Years Review [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
uncollected money | $ 109,822 | 109,822 | $ 109,822 | ||
Non-US [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Uncollectable rate | 0.65% | 0.51% | |||
Sales revenue | $ 27,704,276 | ||||
Non-US [Member] | Three Years Review [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
uncollected money | $ 141,630 | $ 141,630 | $ 141,630 |
Schedule of Accounts Receivable
Schedule of Accounts Receivable, Net (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Accounts receivable | $ 2,216,235 | $ 2,229,840 | ||
Less: Allowance for credit losses | [1] | (158,689) | (16,800) | |
Accounts receivable, net | $ 2,057,546 | $ 2,213,040 | $ 2,900,000 | |
[1] Allowance for credit losses |
Schedule of Customer Concentrat
Schedule of Customer Concentration (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer A [Member] | |
Product Information [Line Items] | |
Concentration risk, percentage | 10.10% |
Schedule of Inventories (Detail
Schedule of Inventories (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 4,648,966 | $ 5,288,206 |
Work in process | 903,217 | 1,106,056 |
Finished goods | 1,806,239 | 614,400 |
Gross inventories | 7,358,422 | 7,008,662 |
Less: Provision for obsolescence | (421,442) | (322,815) |
Inventories, net | $ 6,936,980 | $ 6,685,847 |
Schedule of Prepaid and Other C
Schedule of Prepaid and Other Current Assets (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid inventories | $ 12,738 | $ 281,484 |
Prepaid software licenses and annual fees | 182,510 | 184,429 |
Prepaid rent | 51,497 | 234,691 |
Prepaid insurance | 166,210 | 167,794 |
Prepaid value-added tax charges | 63,209 | 99,558 |
Prepaid other and other current assets | 72,397 | 61,592 |
Prepaid and other current assets | $ 548,561 | $ 1,029,548 |
Schedule of Property and Equipm
Schedule of Property and Equipment, Net (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 1,792,384 | $ 1,494,896 |
Less: Accumulated depreciation | (992,492) | (703,741) |
Total property and equipment, net | 799,892 | 791,155 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 136,382 | 106,837 |
Estimated useful life | 3 years | |
Production Tools And Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 1,003,726 | 632,514 |
Estimated useful life | 5 years | |
Computer Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 407,747 | 507,637 |
Estimated useful life | 5 years | |
Computer Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 3 years | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 74,420 | 77,799 |
Estimated useful life | 5 years | |
Drone Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 170,109 | $ 170,109 |
Estimated useful life | 3 years |
Schedule of Property and Equi_2
Schedule of Property and Equipment Depreciation Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Total | $ 257,092 | $ 445,929 |
Cost of Sales [Member] | ||
Total | 266,468 | |
General and Administrative Expense [Member] | ||
Total | $ 257,092 | $ 179,461 |
Schedule of Accrued Expenses (D
Schedule of Accrued Expenses (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued purchases and customer deposits | $ 290,126 | $ 102,319 |
Accrued compensation and related liabilities | 278,794 | 774,916 |
Provision for warranty expense | 303,217 | 288,807 |
Accrued dividends | 512,227 | 172,596 |
Accrued professional fees | 211,086 | 262,737 |
Accrued interest | 326,945 | |
Other | 21,957 | 79,331 |
Total accrued liabilities | $ 1,944,352 | $ 1,680,706 |
Notes Receivable (Details Narra
Notes Receivable (Details Narrative) - USD ($) | Nov. 24, 2021 | Oct. 15, 2021 | Dec. 06, 2022 | Oct. 14, 2020 |
Short-Term Debt [Line Items] | ||||
Principal aggregate amount | $ 3,500,000 | |||
Good faith acquisition of consideration | $ 15,000,000 | |||
Convertible Notes Payable [Member] | ||||
Short-Term Debt [Line Items] | ||||
Principal aggregate amount | $ 500,000 | |||
Payment of principal on the note | $ 315,000 |
Schedule of Intangible Assets,
Schedule of Intangible Assets, Net Other Than Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Beginning balance | $ 11,507,653 | $ 13,565,494 |
Additions | 561,613 | 1,435,090 |
Amortization | (3,554,678) | (3,492,931) |
Impairment | (5,899,307) | |
Ending balance | 2,615,281 | 11,507,653 |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Beginning balance | 4,473,861 | 5,427,294 |
Additions | ||
Amortization | (808,968) | (953,433) |
Impairment | (3,058,539) | |
Ending balance | $ 606,354 | $ 4,473,861 |
Intellectual Property [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated life | 5 years | 5 years |
Intellectual Property [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated life | 7 years | 7 years |
Customer-Related Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Beginning balance | $ 2,885,657 | $ 4,047,319 |
Additions | ||
Amortization | (1,137,663) | (1,161,662) |
Impairment | (748,220) | |
Ending balance | $ 999,774 | $ 2,885,657 |
Customer-Related Intangible Assets [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated life | 3 years | 3 years |
Customer-Related Intangible Assets [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated life | 10 years | 10 years |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Beginning balance | $ 1,757,891 | $ 1,985,236 |
Additions | ||
Amortization | (207,944) | (227,345) |
Impairment | (1,122,942) | |
Ending balance | $ 427,005 | $ 1,757,891 |
Trademarks and Trade Names [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated life | 5 years | 5 years |
Trademarks and Trade Names [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated life | 10 years | 10 years |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Beginning balance | $ 335,933 | $ 831,501 |
Additions | ||
Amortization | (335,933) | (495,568) |
Impairment | ||
Ending balance | $ 335,933 | |
Noncompete Agreements [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated life | 2 years | |
Noncompete Agreements [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated life | 4 years | |
Platform Development Costs [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated life | 3 years | |
Beginning balance | 1,332,516 | $ 995,880 |
Additions | 357,724 | 817,029 |
Amortization | (720,634) | (480,393) |
Impairment | (969,606) | |
Ending balance | $ 1,332,516 | |
Computer Software, Intangible Asset [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated life | 3 years | 3 years |
Beginning balance | $ 721,795 | $ 278,264 |
Additions | 203,889 | 618,061 |
Amortization | (343,536) | (174,530) |
Impairment | ||
Ending balance | $ 582,148 | $ 721,795 |
Schedule of Gross Carrying Inta
Schedule of Gross Carrying Intangible Assets (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Estimated life | 3 years 5 months 1 day | 4 years 9 months |
Beginning balance | $ 16,511,732 | $ 15,950,121 |
Amortization | (7,997,144) | (4,442,468) |
Impairment | (5,899,307) | |
Ending balance | $ 2,615,281 | $ 11,507,653 |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated life | 4 years 3 months | 5 years 11 months 26 days |
Beginning balance | $ 5,671,026 | $ 5,671,026 |
Amortization | (2,006,133) | (1,197,165) |
Impairment | (3,058,539) | |
Ending balance | $ 606,354 | $ 4,473,861 |
Customer-Related Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated life | 7 years 2 months 1 day | 8 years 2 months 1 day |
Beginning balance | $ 4,411,499 | $ 4,411,499 |
Amortization | (2,663,505) | (1,525,842) |
Impairment | (748,220) | |
Ending balance | $ 999,774 | $ 2,885,657 |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated life | 7 years 2 months 1 day | 8 years 2 months 1 day |
Beginning balance | $ 2,082,338 | $ 2,082,338 |
Amortization | (532,391) | (324,447) |
Impairment | (1,122,942) | |
Ending balance | 427,005 | $ 1,757,891 |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated life | 8 months 4 days | |
Beginning balance | 901,198 | $ 901,198 |
Amortization | (901,198) | (565,265) |
Impairment | ||
Ending balance | $ 335,933 | |
Platform Development Costs [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated life | 2 years 11 months 19 days | |
Beginning balance | 2,345,459 | $ 1,987,735 |
Amortization | (1,375,853) | (655,219) |
Impairment | (969,606) | |
Ending balance | $ 1,332,516 | |
Computer Software, Intangible Asset [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated life | 2 years 4 months 2 days | 2 years 11 months 19 days |
Beginning balance | $ 1,100,212 | $ 896,325 |
Amortization | (518,064) | (174,530) |
Impairment | ||
Ending balance | $ 582,148 | $ 721,795 |
Schedule of Intangible Assets F
Schedule of Intangible Assets Future Amortization Expenses (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Expected Amortization, Year One | $ 716,907 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Two | 541,175 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Three | 373,838 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Four | 349,923 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Five | 213,802 | |
Finite-Lived Intangible Asset, Expected Amortization, after Year Five | 419,636 | |
Finite-Lived Intangible Assets, Net | 2,615,281 | $ 11,507,653 |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Expected Amortization, Year One | 148,495 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Two | 148,495 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Three | 148,495 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Four | 148,495 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Five | 12,374 | |
Finite-Lived Intangible Asset, Expected Amortization, after Year Five | ||
Finite-Lived Intangible Assets, Net | 606,354 | 4,473,861 |
Customer-Related Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Expected Amortization, Year One | 141,145 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Two | 141,145 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Three | 141,145 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Four | 141,145 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Five | 141,145 | |
Finite-Lived Intangible Asset, Expected Amortization, after Year Five | 294,049 | |
Finite-Lived Intangible Assets, Net | 999,774 | 2,885,657 |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Expected Amortization, Year One | 60,283 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Two | 60,286 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Three | 60,283 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Four | 60,283 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Five | 60,283 | |
Finite-Lived Intangible Asset, Expected Amortization, after Year Five | 125,587 | |
Finite-Lived Intangible Assets, Net | 427,005 | 1,757,891 |
Computer Software, Intangible Asset [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Expected Amortization, Year One | 366,984 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Two | 191,249 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Three | 23,915 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Four | ||
Finite-Lived Intangible Asset, Expected Amortization, Year Five | ||
Finite-Lived Intangible Asset, Expected Amortization, after Year Five | ||
Finite-Lived Intangible Assets, Net | $ 582,148 | $ 721,795 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Beginning balance | $ 11,507,653 | $ 13,565,494 |
Additions | 561,613 | 1,435,090 |
Amortization | (3,554,678) | (3,492,931) |
Ending balance | $ 2,615,281 | $ 11,507,653 |
Estimated life | 3 years 5 months 1 day | 4 years 9 months |
Beginning balance | $ 16,511,732 | $ 15,950,121 |
Amortization | (7,997,144) | (4,442,468) |
Impairment | (5,899,307) | |
Ending balance | $ 2,615,281 | $ 11,507,653 |
Weighted average remaining amortization period | 3 years 5 months 1 day | 4 years 9 months |
Amortization expense | $ 3,554,678 | $ 3,492,931 |
Amortization expense | $ 720,635 | 480,393 |
Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated life | 3 years | |
Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated life | 5 years | |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Beginning balance | $ 4,473,861 | 5,427,294 |
Additions | ||
Amortization | (808,968) | (953,433) |
Ending balance | $ 606,354 | $ 4,473,861 |
Estimated life | 4 years 3 months | 5 years 11 months 26 days |
Beginning balance | $ 5,671,026 | $ 5,671,026 |
Amortization | (2,006,133) | (1,197,165) |
Impairment | (3,058,539) | |
Ending balance | $ 606,354 | $ 4,473,861 |
Intellectual Property [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated life | 5 years | 5 years |
Intellectual Property [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated life | 7 years | 7 years |
Customer-Related Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Beginning balance | $ 2,885,657 | $ 4,047,319 |
Additions | ||
Amortization | (1,137,663) | (1,161,662) |
Ending balance | $ 999,774 | $ 2,885,657 |
Estimated life | 7 years 2 months 1 day | 8 years 2 months 1 day |
Beginning balance | $ 4,411,499 | $ 4,411,499 |
Amortization | (2,663,505) | (1,525,842) |
Impairment | (748,220) | |
Ending balance | $ 999,774 | $ 2,885,657 |
Customer-Related Intangible Assets [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated life | 3 years | 3 years |
Customer-Related Intangible Assets [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated life | 10 years | 10 years |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Beginning balance | $ 1,757,891 | $ 1,985,236 |
Additions | ||
Amortization | (207,944) | (227,345) |
Ending balance | $ 427,005 | $ 1,757,891 |
Estimated life | 7 years 2 months 1 day | 8 years 2 months 1 day |
Beginning balance | $ 2,082,338 | $ 2,082,338 |
Amortization | (532,391) | (324,447) |
Impairment | (1,122,942) | |
Ending balance | $ 427,005 | $ 1,757,891 |
Trademarks and Trade Names [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated life | 5 years | 5 years |
Trademarks and Trade Names [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated life | 10 years | 10 years |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Beginning balance | $ 335,933 | $ 831,501 |
Additions | ||
Amortization | (335,933) | (495,568) |
Ending balance | $ 335,933 | |
Estimated life | 8 months 4 days | |
Beginning balance | 901,198 | $ 901,198 |
Amortization | (901,198) | (565,265) |
Impairment | ||
Ending balance | $ 335,933 | |
Noncompete Agreements [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated life | 2 years | |
Noncompete Agreements [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated life | 4 years | |
Platform Development Costs [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated life | 3 years | |
Beginning balance | 1,332,516 | $ 995,880 |
Additions | 357,724 | 817,029 |
Amortization | (720,634) | (480,393) |
Ending balance | $ 1,332,516 | |
Estimated life | 2 years 11 months 19 days | |
Beginning balance | 2,345,459 | $ 1,987,735 |
Amortization | (1,375,853) | (655,219) |
Impairment | (969,606) | |
Ending balance | $ 1,332,516 | |
Computer Software, Intangible Asset [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated life | 3 years | 3 years |
Beginning balance | $ 721,795 | $ 278,264 |
Additions | 203,889 | 618,061 |
Amortization | (343,536) | (174,530) |
Ending balance | $ 582,148 | $ 721,795 |
Estimated life | 2 years 4 months 2 days | 2 years 11 months 19 days |
Beginning balance | $ 1,100,212 | $ 896,325 |
Amortization | (518,064) | (174,530) |
Impairment | ||
Ending balance | 582,148 | $ 721,795 |
Saas [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Impairment Charge on Reclassified Assets | 2,398,618 | |
Drones [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Impairment Charge on Reclassified Assets | $ 3,500,689 |
Schedule of carrying value of g
Schedule of carrying value of goodwill for our operating segments (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill | $ 23,179,411 | $ 64,867,282 | $ 3,108,000 |
Goodwill acquisitions | 74,117,203 | ||
Goodwill impairment | (15,776,767) | (41,687,871) | (12,357,921) |
Goodwill | 7,402,644 | 23,179,411 | 64,867,282 |
Drones And Custom Manufacturing [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill | 12,655,577 | ||
Goodwill acquisitions | 12,655,577 | ||
Goodwill impairment | (12,655,577) | ||
Goodwill | 12,655,577 | ||
Sensors [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill | 18,972,896 | 18,972,896 | |
Goodwill acquisitions | 18,972,896 | ||
Goodwill impairment | (11,570,252) | ||
Goodwill | 7,402,644 | 18,972,896 | 18,972,896 |
Saas [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill | 4,206,515 | 33,238,809 | 3,108,000 |
Goodwill acquisitions | 42,488,730 | ||
Goodwill impairment | (4,206,515) | (29,032,294) | (12,357,921) |
Goodwill | $ 4,206,515 | $ 33,238,809 |
Goodwill (Details Narrative)
Goodwill (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill impairment | $ 15,776,767 | $ 41,687,871 | $ 12,357,921 |
Saas [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill impairment | 4,206,515 | 29,032,294 | 12,357,921 |
Sensors [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill impairment | $ 11,570,252 |
Schedule of Maturity of SenseFl
Schedule of Maturity of SenseFly Covid Loans (Details) | Dec. 31, 2023 USD ($) |
Short-Term Debt [Line Items] | |
Total | $ 4,504,500 |
Sensefly Covid Loans [Member] | |
Short-Term Debt [Line Items] | |
2024 | 391,545 |
2025 | 195,381 |
2026 | 97,887 |
2027 | 195,769 |
Total | $ 880,582 |
COVID Loan (Details Narrative)
COVID Loan (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Sensefly [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Payment of principal and interest | $ 91,856 | $ 345,484 |
Sensefly Covid Loans [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Outstanding obligations under the covid loans | 880,582 | |
Sensefly [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Fair value of the covid loan | $ 1,440,046 |
Schedule of principal payments
Schedule of principal payments due (Details) | Dec. 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 4,504,500 |
Total | $ 4,504,500 |
Promissory Note (Details Narrat
Promissory Note (Details Narrative) | 1 Months Ended | 12 Months Ended | |||||||||||
Oct. 05, 2023 USD ($) | Sep. 15, 2023 USD ($) shares | Sep. 15, 2023 USD ($) | Dec. 06, 2022 USD ($) $ / shares shares | Jun. 26, 2022 USD ($) | Aug. 31, 2023 USD ($) | Jul. 31, 2023 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) shares | Feb. 08, 2024 USD ($) | Nov. 15, 2023 $ / shares | Aug. 14, 2023 USD ($) | |
Debt Instrument [Line Items] | |||||||||||||
Principal less amount | $ 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 | |||||||||||
Issuance costs | $ 75,000 | ||||||||||||
Estimated fair value of common stock warrants issued with the note | 1,847,200 | ||||||||||||
Total discount comprised of the fair value of warrants | 1,397,350 | ||||||||||||
Additional investment | $ 3,300,000 | ||||||||||||
Gain (loss) on debt extinguishment | 1,933,368 | (6,463,101) | |||||||||||
Gain (loss) on debt extinguishment net | 2,571,133 | ||||||||||||
Default on payment | 409,500 | ||||||||||||
Long term debt | 4,504,500 | ||||||||||||
Net proceeds percentage | 50% | ||||||||||||
Net proceeds | $ 2,000,000 | ||||||||||||
Interest Expense, Debt, Excluding Amortization | 412,188 | ||||||||||||
Unamortized discount | 0 | ||||||||||||
Interest expense | 326,945 | ||||||||||||
Accrued interest | $ 326,945 | ||||||||||||
Measurement Input, Share Price [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Discount rate | 0.19 | 0.19 | |||||||||||
Measurement Input Exercise Price Pre Modification [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Discount rate | 0.44 | 0.44 | |||||||||||
Measurement Input Exercise Price Post Modification [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Discount rate | 0 | 0 | |||||||||||
Measurement Input, Price Volatility [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Discount rate | 129 | 129 | |||||||||||
Measurement Input, Discount Rate [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Discount rate | 4.45 | 4.45 | |||||||||||
Common Stock [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Exercise price | $ / shares | $ 0.1247 | ||||||||||||
Number of shares issued to investor | shares | 18,220,000 | 4,251,151 | |||||||||||
Maximum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Reacquisition price | $ 4,095,000 | ||||||||||||
Note Amendment Agreement [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Principal less amount | $ 3,500,000 | ||||||||||||
Amortization of financing costs | $ 175,000 | $ 525,000 | $ 525,000 | $ 525,000 | |||||||||
Reacquisition price | 4,095,000 | ||||||||||||
Principal Increase amount | 595,000 | ||||||||||||
Gain (loss) on debt extinguishment | 1,933,368 | ||||||||||||
Unamortized debt discounts | $ 928,867 | ||||||||||||
Note Amendment Agreement [Member] | Minimum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Reacquisition price | $ 595,000 | ||||||||||||
Warrant Exchange Agreement [Member] | Common Stock [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Number of shares issued to investor | shares | 5,000,000 | ||||||||||||
Incremental value of the promissory note | $ 190,500 | ||||||||||||
Securities Purchase Agreement [Member] | Subsequent Event [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Default on payment | $ 595,000 | ||||||||||||
Long term debt | $ 4,504,000 |
Summary of Restricted Stock Uni
Summary of Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of shares,Beginning | 1,028,960 | 1,147,250 |
Weighted average grant date fair value,Beginning | $ 2.31 | $ 3.78 |
Granted | 3,227,151 | 749,067 |
Weighted average grant date fair value,Granted | $ 0.26 | $ 0.93 |
Canceled | (173,823) | (271,000) |
Weighted average grant date fair value,Canceled | $ 1.45 | $ 2.79 |
Vested and released | (1,028,788) | (596,357) |
Weighted average grant date fair value,Vested and released | $ 0.21 | $ 3.18 |
Number of shares,Ending | 3,053,500 | 1,028,960 |
Weighted average grant date fair value,Ending | $ 0.90 | $ 2.31 |
Vested | 2,860,898 | 471,484 |
Weighted average grant date fair value,Vested | $ 0.93 | $ 3.23 |
Nonvested | 192,602 | 557,476 |
Weighted average grant date fair value,Unvested | $ 0.49 | $ 1.53 |
Summary of Options Activity (De
Summary of Options Activity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | |||
Number of shares,Beginning | 2,561,231 | 2,541,667 | |
Weighted average exercise price,Beginning | $ 2.18 | $ 2.88 | |
Weighted average fair value,Beginning | $ 1.19 | $ 1.57 | |
Weighted average remaining contractual term, Ending | 1 year 5 months 26 days | 3 years 3 months 29 days | 4 years 3 months 7 days |
Aggregate intrinsic value, Beginning | $ 31,124 | ||
Number of shares,Granted | 325,000 | 512,065 | |
Weighted average exercise price,Granted | $ 0.32 | $ 0.66 | |
Weighted average fair value,Granted | $ 0.15 | $ 0.32 | |
Weighted average remaining contractual term,Granted | 3 years 7 days | 3 years 7 days | |
Number of shares,Expired/Forfeited | (380,999) | (307,501) | |
Weighted average exercise price,Expired/Forfeited | $ 1.83 | $ 6.47 | |
Weighted average fair value,Expired/Forfeited | $ 0.99 | $ 3.46 | |
Number of shares,Ending | 2,505,232 | 2,561,231 | 2,541,667 |
Weighted average exercise price,Ending | $ 2 | $ 2.18 | $ 2.88 |
Weighted average fair value,Ending | $ 1.08 | $ 1.19 | $ 1.57 |
Aggregate intrinsic value, Ending | $ 2,294 | $ 31,124 | $ 1,244,029 |
Number of shares,Exercisable | 2,309,199 | 2,046,309 | |
Weighted average exercise price,Exercisable | $ 2.13 | $ 2.37 | |
Weighted average fair value,Exercisable | $ 1.16 | $ 1.30 | |
Weighted average remaining contractual term, Exercisable | 1 year 3 months 7 days | 3 years 21 days | |
Aggregate intrinsic value, Exercisable | $ 2,294 | $ 31,124 |
Schedule of Significant Weighte
Schedule of Significant Weighted Average Assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Stock price | $ 0.32 | $ 0.66 |
Expected life (years) | 3 years 7 days | 3 years 7 days |
Expected volatility | 63.64% | 69.49% |
Risk-free interest rate | 4.22% | 3.47% |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||||
Dec. 29, 2023 | Dec. 22, 2023 | Nov. 15, 2023 | Sep. 29, 2023 | Jun. 08, 2023 | Jun. 05, 2023 | May 11, 2023 | Mar. 29, 2023 | Mar. 09, 2023 | Dec. 06, 2022 | Aug. 22, 2022 | Jul. 13, 2022 | Jun. 26, 2022 | Apr. 11, 2022 | Mar. 01, 2022 | Jan. 01, 2022 | Jul. 13, 2021 | Nov. 15, 2023 | Jan. 31, 2022 | Mar. 31, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 14, 2023 | Jun. 30, 2022 | Jun. 16, 2021 | Jul. 15, 2020 | Jun. 18, 2019 | |
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Cash compensation | 5,000,000 | |||||||||||||||||||||||||||||
Exercise price | $ 0.44 | |||||||||||||||||||||||||||||
Proceeds from common stock | $ 3,967,400 | $ 4,583,341 | ||||||||||||||||||||||||||||
Percentage of aggregate of the offered securities | 50% | |||||||||||||||||||||||||||||
Aggregate purchase price | $ 1,850,000 | |||||||||||||||||||||||||||||
Preferred stock shares authorized | 25,000,000 | 25,000,000 | ||||||||||||||||||||||||||||
Aggregate purchase price, value | $ 3,967,400 | $ 4,583,341 | ||||||||||||||||||||||||||||
Par value of stock | $ 6 | $ 6 | $ 1,000 | |||||||||||||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||
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 $0.62 and $0.96, respectively (the “December Down Round Trigger”). | |||||||||||||||||||||||||||||
Aggregate deemed dividend | $ 4,654,918 | $ 255,976 | $ 2,245,377 | |||||||||||||||||||||||||||
Expected term | 3 years 7 days | 3 years 7 days | ||||||||||||||||||||||||||||
Volatility rate | 63.64% | 69.49% | ||||||||||||||||||||||||||||
Risk free interest rate | 4.22% | 3.47% | ||||||||||||||||||||||||||||
Common stock, shares issued | 140,520,163 | 88,466,613 | ||||||||||||||||||||||||||||
Cumulative dividends | $ 339,631 | $ 172,596 | ||||||||||||||||||||||||||||
Weighted average remaining contractual term, Ending | 1 year 5 months 26 days | 3 years 3 months 29 days | 4 years 3 months 7 days | |||||||||||||||||||||||||||
Share price | $ 0.32 | $ 0.66 | ||||||||||||||||||||||||||||
Issuance costs | $ 75,000 | |||||||||||||||||||||||||||||
Number of shares issued acquisition, value | $ 3,000,000 | |||||||||||||||||||||||||||||
Settlement of common stock from contingent liability related to Measure | $ 2,812,500 | |||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 2 | $ 2.18 | $ 2.88 | |||||||||||||||||||||||||||
Aggregate fair value of restricted stock units awards | $ 839,247 | $ 697,361 | ||||||||||||||||||||||||||||
Lieu payment | $ 55,133 | $ 15,000 | ||||||||||||||||||||||||||||
Share based compensation | $ 1,305,329 | $ 3,420,664 | ||||||||||||||||||||||||||||
Number of shares,Beginning | 2,541,667 | 2,541,667 | 2,561,231 | 2,561,231 | 2,561,231 | 2,561,231 | 2,541,667 | |||||||||||||||||||||||
Weighted average exercise price,Beginning | $ 2.88 | $ 2.88 | $ 2.18 | $ 2.18 | $ 2.18 | $ 2.18 | $ 2.88 | |||||||||||||||||||||||
Weighted average fair value,Beginning | $ 1.57 | $ 1.57 | $ 1.19 | $ 1.19 | $ 1.19 | $ 1.19 | $ 1.57 | |||||||||||||||||||||||
Aggregate intrinsic value, Beginning | $ 1,244,029 | $ 1,244,029 | $ 31,124 | $ 31,124 | $ 31,124 | $ 31,124 | $ 1,244,029 | |||||||||||||||||||||||
Number of shares,Granted | 325,000 | 512,065 | ||||||||||||||||||||||||||||
Weighted average exercise price,Granted | $ 0.32 | $ 0.66 | ||||||||||||||||||||||||||||
Weighted average fair value,Granted | $ 0.15 | $ 0.32 | ||||||||||||||||||||||||||||
Weighted average remaining contractual term,Granted | 3 years 7 days | 3 years 7 days | ||||||||||||||||||||||||||||
Number of shares,Exercised | (185,000) | |||||||||||||||||||||||||||||
Exercise price | $ 0.40 | |||||||||||||||||||||||||||||
Weighted average fair value,Exercised | $ 0.29 | |||||||||||||||||||||||||||||
Number of shares,Expired/Forfeited | (380,999) | (307,501) | ||||||||||||||||||||||||||||
Weighted average exercise price,Expired/Forfeited | $ 1.83 | $ 6.47 | ||||||||||||||||||||||||||||
Weighted average fair value,Expired/Forfeited | $ 0.99 | $ 3.46 | ||||||||||||||||||||||||||||
Number of shares,Ending | 2,505,232 | 2,561,231 | 2,541,667 | |||||||||||||||||||||||||||
Weighted average exercise price,Ending | $ 2 | $ 2.18 | $ 2.88 | |||||||||||||||||||||||||||
Weighted average fair value,Ending | $ 1.08 | $ 1.19 | $ 1.57 | |||||||||||||||||||||||||||
Aggregate intrinsic value, Ending | $ 2,294 | $ 31,124 | $ 1,244,029 | |||||||||||||||||||||||||||
Number of shares,Exercisable | 2,309,199 | 2,046,309 | ||||||||||||||||||||||||||||
Weighted average exercise price,Exercisable | $ 2.13 | $ 2.37 | ||||||||||||||||||||||||||||
Weighted average fair value,Exercisable | $ 1.16 | $ 1.30 | ||||||||||||||||||||||||||||
Weighted average remaining contractual term, Exercisable | 1 year 3 months 7 days | 3 years 21 days | ||||||||||||||||||||||||||||
Aggregate intrinsic value, Exercisable | $ 2,294 | $ 31,124 | ||||||||||||||||||||||||||||
Equity Option [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Cash compensation | 30,000 | 30,000 | ||||||||||||||||||||||||||||
Number of shares issued, restricted stock | 9,000 | 15,300 | ||||||||||||||||||||||||||||
Restricted stock awards | 3,000 | 5,100 | ||||||||||||||||||||||||||||
Non Executive Directors [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Cash compensation | $ 551,333 | $ 88,235 | ||||||||||||||||||||||||||||
Non Executive Directors [Member] | Equity Option [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Number of shares issued, restricted stock | 90,000 | 90,000 | ||||||||||||||||||||||||||||
Board [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Cash compensation | $ 55,133 | $ 45,000 | ||||||||||||||||||||||||||||
Officer [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Share price | $ 1.01 | $ 1.01 | ||||||||||||||||||||||||||||
Stock compensation expense | $ 46,831 | |||||||||||||||||||||||||||||
Share based compensation, grants | 46,367 | |||||||||||||||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Share price | $ 1.13 | |||||||||||||||||||||||||||||
Share based compensation, grants | 42,500 | |||||||||||||||||||||||||||||
Stock compensation expense | $ 48,025 | |||||||||||||||||||||||||||||
Share based compensation, grants | 111,607 | |||||||||||||||||||||||||||||
Share based compensation | $ 125,000 | $ 545,216 | ||||||||||||||||||||||||||||
Shares issued price per share | $ 1.12 | |||||||||||||||||||||||||||||
Board of Directors Chairman [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Share price | $ 1.57 | |||||||||||||||||||||||||||||
Share based compensation, grants | 50,000 | |||||||||||||||||||||||||||||
Stock compensation expense | $ 44,840 | |||||||||||||||||||||||||||||
Allocated share based compensation expenses | 78,500 | |||||||||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Cash compensation | $ 264,705 | |||||||||||||||||||||||||||||
Unrecognized stock-based compensation expense | 39,280 | 425,878 | ||||||||||||||||||||||||||||
Stock compensation related to restricted stock units | $ 975,282 | $ 1,780,234 | ||||||||||||||||||||||||||||
Number of shares,Beginning | 1,147,250 | 1,147,250 | 1,028,960 | 1,028,960 | 1,028,960 | 1,028,960 | 1,147,250 | |||||||||||||||||||||||
Weighted average grant date fair value,Beginning | $ 3.78 | $ 3.78 | $ 2.31 | $ 2.31 | $ 2.31 | $ 2.31 | $ 3.78 | |||||||||||||||||||||||
Share based compensation, grants | 3,227,151 | 749,067 | ||||||||||||||||||||||||||||
Weighted average grant date fair value,Granted | $ 0.26 | $ 0.93 | ||||||||||||||||||||||||||||
Canceled | (173,823) | (271,000) | ||||||||||||||||||||||||||||
Weighted average grant date fair value,Canceled | $ 1.45 | $ 2.79 | ||||||||||||||||||||||||||||
Vested and released | (1,028,788) | (596,357) | ||||||||||||||||||||||||||||
Weighted average grant date fair value,Vested and released | $ 0.21 | $ 3.18 | ||||||||||||||||||||||||||||
Number of shares,Ending | 3,053,500 | 1,028,960 | 1,147,250 | |||||||||||||||||||||||||||
Weighted average grant date fair value,Ending | $ 0.90 | $ 2.31 | $ 3.78 | |||||||||||||||||||||||||||
Vested | 2,860,898 | 471,484 | ||||||||||||||||||||||||||||
Weighted average grant date fair value,Vested | $ 0.93 | $ 3.23 | ||||||||||||||||||||||||||||
Nonvested | 192,602 | 557,476 | ||||||||||||||||||||||||||||
Weighted average grant date fair value,Unvested | $ 0.49 | $ 1.53 | ||||||||||||||||||||||||||||
Market price | $ 0.42 | |||||||||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Officer [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Share based compensation, grants | 46,367 | |||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Unrecognized stock-based compensation expense | $ 376,797 | |||||||||||||||||||||||||||||
Stock compensation expense | $ 1,640,430 | |||||||||||||||||||||||||||||
Cancellations Of Options [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Fair market values | $ 378,869 | |||||||||||||||||||||||||||||
Number of options cancelled | 380,999 | |||||||||||||||||||||||||||||
Cancellations of Options, shares | 307,501 | |||||||||||||||||||||||||||||
Estimated values of stock options | $ 1,063,673 | |||||||||||||||||||||||||||||
2017 Omnibus Equity Incentive Plan [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Common stock granted stock appreciation rights | 500,000 | 500,000 | ||||||||||||||||||||||||||||
Cash compensation | $ 500,000 | $ 500,000 | ||||||||||||||||||||||||||||
2022 Executive Compensation Plan [Member] | Officer [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Share based compensation, grants | 968,690 | 640,000 | 828,130 | |||||||||||||||||||||||||||
2023 One Executive Compensation Plan [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Number of shares issued, restricted stock | 125,000 | |||||||||||||||||||||||||||||
2023 One Executive Compensation Plan [Member] | Chief Executive Officer [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Number of shares issued | 354,107 | |||||||||||||||||||||||||||||
Number of shares issued, restricted stock | 111,607 | 75,000 | 42,500 | |||||||||||||||||||||||||||
Executive Compensation Plan [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Share price | $ 1.10 | |||||||||||||||||||||||||||||
Share based compensation, grants | 62,500 | |||||||||||||||||||||||||||||
Stock compensation expense | $ 68,750 | |||||||||||||||||||||||||||||
Common Stock Warrants [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Antidilutive securities | 64,670,912 | |||||||||||||||||||||||||||||
Antidilutive securities | $ 0.1247 | |||||||||||||||||||||||||||||
Antidilutive securities | $ 0.3800 | |||||||||||||||||||||||||||||
Weighted average remaining contractual term, Ending | 3 years 5 months 4 days | |||||||||||||||||||||||||||||
Common Stock Warrants [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Dividend preferred stock | 787,823 | 38,226 | ||||||||||||||||||||||||||||
Series F Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Dividend preferred stock | $ 3,867,095 | $ 217,750 | $ 5,832,000 | |||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Exercise price | $ 0.1247 | $ 0.1247 | ||||||||||||||||||||||||||||
Number of shares issued | 18,220,000 | 4,251,151 | ||||||||||||||||||||||||||||
Aggregate purchase price, value | $ 18,220 | $ 4,251 | ||||||||||||||||||||||||||||
Common stock, par value | $ 0.0001 | |||||||||||||||||||||||||||||
Shares converted | 5,000,000 | |||||||||||||||||||||||||||||
Number of shares issued acquisition | 1,927,407 | |||||||||||||||||||||||||||||
Number of shares issued acquisition, value | $ 1,927 | |||||||||||||||||||||||||||||
Settlement of common stock from contingent liability related to Measure | $ (499) | |||||||||||||||||||||||||||||
Number of shares issued, restricted stock | 1,028,788 | 482,191 | ||||||||||||||||||||||||||||
Market price | $ 0.10 | |||||||||||||||||||||||||||||
Share based compensation | ||||||||||||||||||||||||||||||
Number of shares,Exercised | (185,000) | |||||||||||||||||||||||||||||
Common Stock One [Member] | Chief Executive Officer [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Share price | $ 5.40 | |||||||||||||||||||||||||||||
Share based compensation, grants | 125,000 | |||||||||||||||||||||||||||||
Common Stock Two [Member] | Chief Executive Officer [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Share price | $ 2.94 | |||||||||||||||||||||||||||||
Share based compensation, grants | 75,000 | |||||||||||||||||||||||||||||
Series F Warrants [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Exercise price | $ 0.25 | $ 0.25 | $ 0.44 | $ 0.96 | $ 0.25 | |||||||||||||||||||||||||
Common Stock Warrants [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Exercise price | 0.44 | |||||||||||||||||||||||||||||
Deemed dividend on common stock warrants | $ 565,161 | |||||||||||||||||||||||||||||
Additional Warrant [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Cash compensation | 7,142,715 | |||||||||||||||||||||||||||||
Exercise price | $ 0.42 | |||||||||||||||||||||||||||||
Aggregate purchase price of warrant | $ 3,000,000 | |||||||||||||||||||||||||||||
Series F Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Exercise price | $ 0.25 | |||||||||||||||||||||||||||||
Preferred Series F Convertible Stock [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Exercise price | 0.44 | |||||||||||||||||||||||||||||
Conversion price | $ 0.42 | $ 0.42 | $ 0.62 | |||||||||||||||||||||||||||
Par value of stock | $ 1,000 | |||||||||||||||||||||||||||||
Dividend rate per share | 5% | |||||||||||||||||||||||||||||
Dividend preferred stock | $ 1,680,216 | |||||||||||||||||||||||||||||
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] | ||||||||||||||||||||||||||||||
Converted shares | 2,381 | |||||||||||||||||||||||||||||
Conversion price | $ 0.42 | $ 0.42 | ||||||||||||||||||||||||||||
Par value of stock | $ 1,000 | |||||||||||||||||||||||||||||
Additional shares purchased | 3,000 | |||||||||||||||||||||||||||||
Series F Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Conversion price | $ 0.10 | |||||||||||||||||||||||||||||
Common stock, shares issued | 3,000 | |||||||||||||||||||||||||||||
Shares converted | 3,588 | 4,137 | ||||||||||||||||||||||||||||
Shares issued upon conversion | 17,304,762 | 6,804,545 | ||||||||||||||||||||||||||||
Series F Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Preferred stock shares authorized | 35,000 | 35,000 | ||||||||||||||||||||||||||||
Aggregate deemed dividend | $ 6,697,016 | |||||||||||||||||||||||||||||
Share price | $ 0.44 | |||||||||||||||||||||||||||||
Exercise of Common Stock Options [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Number of shares issued | 185,000 | |||||||||||||||||||||||||||||
Proceeds from common stock | $ 74,350 | |||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.31 | |||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | 0.41 | |||||||||||||||||||||||||||||
Weighted average exercise price,Ending | $ 0.31 | |||||||||||||||||||||||||||||
Equity Option [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Unrecognized stock-based compensation expense | $ 37,409 | |||||||||||||||||||||||||||||
Recognized compensation related party | $ 330,047 | |||||||||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Percentage of beneficial ownership limitation | 4.99% | |||||||||||||||||||||||||||||
Minimum [Member] | 2017 Omnibus Equity Incentive Plan [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Common Stock reserved for issuance | 10,000,000 | 4,000,000 | 3,000,000 | 2,000,000 | ||||||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Percentage of beneficial ownership limitation | 9.99% | |||||||||||||||||||||||||||||
Maximum [Member] | 2017 Omnibus Equity Incentive Plan [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Common Stock reserved for issuance | 15,000,000 | 10,000,000 | 4,000,000 | 3,000,000 | ||||||||||||||||||||||||||
Maximum [Member] | Series F Option [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Additional shares purchased | 25,000,000 | |||||||||||||||||||||||||||||
Issuances Of Options To Officers And Directors [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Exercise price | $ 0.45 | $ 0.23 | $ 0.17 | |||||||||||||||||||||||||||
Restricted stock units granted shares | 150,000 | 125,000 | 50,000 | |||||||||||||||||||||||||||
Fair market values | $ 31,350 | $ 13,000 | $ 3,750 | |||||||||||||||||||||||||||
Fair value market price | $ 0.10 | $ 0.08 | $ 0.21 | |||||||||||||||||||||||||||
Issuances Of Options To Officers And Directors [Member] | September 30, 2023 [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 234 | |||||||||||||||||||||||||||||
Issuances Of Options To Officers And Directors [Member] | June 2023 [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Stock-based compensation expense | 2,945 | |||||||||||||||||||||||||||||
Issuances Of Options To Officers And Directors [Member] | March 31, 2023 [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 11,158 | |||||||||||||||||||||||||||||
Issuances Directors And Officer [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Share based compensation | $ 60,515 | |||||||||||||||||||||||||||||
Restricted stock units granted shares | 512,065 | |||||||||||||||||||||||||||||
Fair market values | $ 162,663 | |||||||||||||||||||||||||||||
Issuances Directors And Officer [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Exercise price | $ 0.17 | |||||||||||||||||||||||||||||
Issuances Directors And Officer [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Exercise price | $ 0.56 | |||||||||||||||||||||||||||||
Purchase Agreement [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Cash compensation | 25,080,000 | |||||||||||||||||||||||||||||
Exercise price | $ 0.38 | |||||||||||||||||||||||||||||
Purchase of common stock | 5 years 6 months | |||||||||||||||||||||||||||||
Number of shares issued | 16,720,000 | |||||||||||||||||||||||||||||
Proceeds from common stock | $ 3,817,400 | |||||||||||||||||||||||||||||
Purchase Agreement [Member] | Investor [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Number of shares sold | 16,720,000 | |||||||||||||||||||||||||||||
Price per share | $ 0.25 | |||||||||||||||||||||||||||||
Cash compensation | 25,080,000 | |||||||||||||||||||||||||||||
Exercise price | $ 0.38 | |||||||||||||||||||||||||||||
Gross proceeds | $ 4,180,000 | |||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Series F Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Number of shares,Exercised | (16,129,032) | |||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Investor [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Number of shares sold | 1,500,000 | |||||||||||||||||||||||||||||
Price per share | $ 0.10 | $ 0.10 | ||||||||||||||||||||||||||||
Aggregate purchase price | $ 150,000 | |||||||||||||||||||||||||||||
Series F Agreement [Member] | Series F Warrants [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Exercise price | $ 0.96 | |||||||||||||||||||||||||||||
Number of warrants to purchase | 16,129,032 | |||||||||||||||||||||||||||||
Addiitonal gross proceeds | $ 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, value | $ 10,000,000 | |||||||||||||||||||||||||||||
Gross proceeds | $ 9,920,000 | |||||||||||||||||||||||||||||
Converted shares | 16,129,032 | |||||||||||||||||||||||||||||
Conversion price | $ 0.62 | |||||||||||||||||||||||||||||
Assignment Agreement [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Preferred stock additional investment | $ 1,850,000 | $ 1,850,000 | ||||||||||||||||||||||||||||
Assignment Agreement [Member] | Series F Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Dividend preferred stock | $ 865,016 | |||||||||||||||||||||||||||||
Assignment Agreement [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Conversion price | $ 0.1247 | |||||||||||||||||||||||||||||
Assignment Agreement [Member] | Series F Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Purchase of common stock | 1,850 | |||||||||||||||||||||||||||||
Assignment Agreement [Member] | Series F Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Purchase of common stock | 1,850 | 1,850 | ||||||||||||||||||||||||||||
Conversion Shares | 14,835,605 | 14,835,605 | ||||||||||||||||||||||||||||
Assignment Agreement [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Purchase of common stock | 14,835,605 | 14,835,605 | ||||||||||||||||||||||||||||
Engagement Agreement [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Purchase of common stock | 1,483,560 | |||||||||||||||||||||||||||||
Engagement Agreement [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Purchase of common stock | 5 years | |||||||||||||||||||||||||||||
Purchase of preferred stock | 10% | |||||||||||||||||||||||||||||
At The Market Sales Agreement [Member] | ||||||||||||||||||||||||||||||
Class of Stock [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] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Share price | $ 1.04 | |||||||||||||||||||||||||||||
At The Market Sales Agreement [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Share price | $ 1.18 | |||||||||||||||||||||||||||||
Sense Fly SA Purchase Agreement [Member] | Sensefly [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Number of shares issued acquisition | 1,927,407 | |||||||||||||||||||||||||||||
Number of shares issued acquisition, value | $ 3,000,000 | |||||||||||||||||||||||||||||
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 | 997,338 | |||||||||||||||||||||||||||||
Number of shares issued acquisition | 498,669 | |||||||||||||||||||||||||||||
Settlement of common stock from contingent liability related to Measure | $ 2,812,500 | |||||||||||||||||||||||||||||
Resignation Agreement [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Share based compensation, grants | 579,923 |
Schedule of Net Periodic Benefi
Schedule of Net Periodic Benefit (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Retirement Plans | |
Service cost | $ 259,031 |
Interest cost | 66,136 |
Expected return on plan assets | (133,373) |
Amortization of prior service cost (credit) | (2,205) |
Loss recognized due to settlements and curtailments | 38,579 |
Net periodic pension benefit cost | $ 228,168 |
Schedule of Projected Benefit O
Schedule of Projected Benefit Obligation for the Period (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Retirement Plans | |
PBO, beginning of period | $ 3,299,621 |
Service cost | 259,031 |
Interest cost | 66,136 |
Plan participation contributions | 207,225 |
Actuarial (gains) / losses | 87,078 |
Benefits paid through plan assets | (84,874) |
Plan amendments related to statutory changes | (1,225,712) |
Foreign currency exchange rate changes | 269,346 |
PBO, ending of period | 2,877,851 |
Component representing future salary increases | (98,669) |
Accumulated benefit obligation | $ 2,779,182 |
Schedule of Defined Benefit Pla
Schedule of Defined Benefit Plan Assets by Major Categories (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Platform Operator, Crypto-Asset [Line Items] | ||
Total fair value of plan assets | $ 2,661,718 | $ 3,296,403 |
Defined Benefit Plan, Cash and Cash Equivalents [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Total fair value of plan assets | 117,463 | 279,883 |
Defined Benefit Plan, Equity Securities [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Total fair value of plan assets | 846,910 | 906,136 |
Corporate Debt Securities [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Total fair value of plan assets | 942,056 | 1,167,789 |
Defined Benefit Plan, Real Estate [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Total fair value of plan assets | 454,583 | 570,490 |
Mutual Fund [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Total fair value of plan assets | 300,706 | 372,105 |
Fair Value, Inputs, Level 1 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Total fair value of plan assets | 1,906,429 | 2,353,808 |
Fair Value, Inputs, Level 1 [Member] | Defined Benefit Plan, Cash and Cash Equivalents [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Total fair value of plan assets | 117,463 | 279,883 |
Fair Value, Inputs, Level 1 [Member] | Defined Benefit Plan, Equity Securities [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Total fair value of plan assets | 846,910 | 906,136 |
Fair Value, Inputs, Level 1 [Member] | Corporate Debt Securities [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Total fair value of plan assets | 942,056 | 1,167,789 |
Fair Value, Inputs, Level 1 [Member] | Defined Benefit Plan, Real Estate [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Total fair value of plan assets | ||
Fair Value, Inputs, Level 1 [Member] | Mutual Fund [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Total fair value of plan assets | ||
Fair Value, Inputs, Level 2 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Total fair value of plan assets | 755,289 | 942,595 |
Fair Value, Inputs, Level 2 [Member] | Defined Benefit Plan, Cash and Cash Equivalents [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Total fair value of plan assets | ||
Fair Value, Inputs, Level 2 [Member] | Defined Benefit Plan, Equity Securities [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Total fair value of plan assets | ||
Fair Value, Inputs, Level 2 [Member] | Corporate Debt Securities [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Total fair value of plan assets | ||
Fair Value, Inputs, Level 2 [Member] | Defined Benefit Plan, Real Estate [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Total fair value of plan assets | 454,583 | 570,490 |
Fair Value, Inputs, Level 2 [Member] | Mutual Fund [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Total fair value of plan assets | 300,706 | 372,105 |
Fair Value, Inputs, Level 3 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Total fair value of plan assets | ||
Fair Value, Inputs, Level 3 [Member] | Defined Benefit Plan, Cash and Cash Equivalents [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Total fair value of plan assets | ||
Fair Value, Inputs, Level 3 [Member] | Defined Benefit Plan, Equity Securities [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Total fair value of plan assets | ||
Fair Value, Inputs, Level 3 [Member] | Corporate Debt Securities [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Total fair value of plan assets | ||
Fair Value, Inputs, Level 3 [Member] | Defined Benefit Plan, Real Estate [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Total fair value of plan assets | ||
Fair Value, Inputs, Level 3 [Member] | Mutual Fund [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Total fair value of plan assets |
Schedule of Projected Benefit_2
Schedule of Projected Benefit Obligation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Retirement Plans | ||
Fair value of plan assets | $ 2,661,718 | $ 3,296,403 |
Benefit plan obligation | (2,877,851) | |
Fair value of plan assets | (216,133) | |
Net prior service (cost) / credit | 10,572 | |
Net gain / (loss) | (178,544) | |
Accumulated other comprehensive income (loss), net of tax | $ (167,972) |
Schedule of Expected Benefit Pa
Schedule of Expected Benefit Payments (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Retirement Plans | |
Benefit obligations, Discount rate | 2.10% |
Benefit obligations, Estimated rate of compensation increase | 1.25% |
Periodic costs, Discount rate | 2.10% |
Periodic costs, Estimated rate of compensation increase | 1.25% |
Periodic costs, Expected average rate of return on plan assets | 3.85% |
Periodic costs, cash balance interest credit rate | 2.10% |
2024 | $ 432,265 |
2025 | 387,629 |
2026 | 347,691 |
2027 | 310,103 |
2028 | 277,213 |
Thereafter | 1,045,423 |
Total expected benefit payments by the plan | $ 2,800,324 |
Retirement Plans (Details Narra
Retirement Plans (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets, beginning of period | $ 3,296,404 | |
Expected return on plan assets | 133,373 | |
Gain / (losses) on plan assets | (287,690) | |
Employer contributions | 302,019 | |
Plan participant contributions | 207,225 | |
Benefits paid through plan assets | (84,874) | |
Settlements | (1,160,679) | |
Foreign currency exchange rate changes | 255,940 | |
Fair value of plan assets, ending of period | 2,661,718 | $ 3,296,404 |
Employer contribution | $ 77,240 | $ 149,543 |
Defined Benefit Plan, Equity Securities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined benefit plan,equities percent | 31.80% | |
Corporate Debt Securities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined benefit plan,bonds percent | 35.40% | |
Defined Benefit Plan, Real Estate [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined benefit plan,real estate percent | 17.10% | |
Mutual Fund [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined benefit plan, alternative investment percent | 11.30% | |
Defined Benefit Plan, Cash and Cash Equivalents [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined benefit plan, cash and cash equivalents percent | 4.40% |
Schedule of summary of activity
Schedule of summary of activity related to warrants (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Exercise price | $ 0.40 | ||
Warrant [Member] | |||
Number of shares,Beginning | 21,129,032 | ||
Warrants Issued | 21,129,032 | ||
Weighted Average Exercise Price, Warrants Issued | [1] | $ 0.29 | |
Warrants Exercised | $ (5,000,000) | ||
Exercise price | 0.44 | ||
Weighted average grant date fair value,Beginning | [1] | $ 0.29 | |
Number of shares,Ending | 64,670,912 | 21,129,032 | |
Weighted average grant date fair value,Ending | [1] | $ 0.27 | $ 0.29 |
Weighted-Average Remaining Contractual Term Outstanding | 3 years 5 months 4 days | ||
Warrants Exercisable at end | 64,670,912 | ||
Weighted Average Exercise Price, Warrants Exercise price | $ 0.27 | ||
Weighted-Average Remaining Contractual Term Outstanding, Exercisable | 3 years 5 months 4 days | ||
Warrant [Member] | March 2023 [Member] | |||
Warrants Issued | 7,142,715 | ||
Weighted Average Exercise Price, Warrants Issued | [1] | $ 0.25 | |
Warrant [Member] | June 2023 [Member] | |||
Warrants Issued | 25,080,000 | ||
Weighted Average Exercise Price, Warrants Issued | [1] | $ 0.38 | |
Warrant [Member] | November 2023 [Member] | |||
Warrants Issued | 16,319,165 | ||
Weighted Average Exercise Price, Warrants Issued | [1] | $ 0.12 | |
[1]Reflects the exercise price after the Down Round Trigger events (see Note 8). |
Warrants (Details Narrative)
Warrants (Details Narrative) - USD ($) | 12 Months Ended | ||||||||||
Sep. 15, 2023 | Sep. 15, 2023 | Jun. 05, 2023 | Mar. 09, 2023 | Dec. 06, 2022 | Jun. 26, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 24, 2023 | Nov. 15, 2023 | Jun. 08, 2023 | |
Warrants to purchase | 5,000,000 | ||||||||||
Exercise price | $ 0.44 | ||||||||||
Additional gross proceeds | $ 3,000,000 | ||||||||||
Share-based payment award, options, exercises | 185,000 | ||||||||||
Common stock, shares, issued | 140,520,163 | 88,466,613 | |||||||||
Share Price | $ 0.32 | $ 0.66 | |||||||||
Minimum [Member] | |||||||||||
Percentage of beneficial ownership limitation | 4.99% | ||||||||||
Maximum [Member] | |||||||||||
Percentage of beneficial ownership limitation | 9.99% | ||||||||||
Common Stocks [Member] | |||||||||||
Purchase shares of common stock, shares | 7,142,715 | ||||||||||
Common stock exercise price | $ 0.42 | ||||||||||
Series F Preferred Stock [Member] | |||||||||||
Common stock exercise price | $ 0.44 | ||||||||||
Share Price | $ 0.44 | ||||||||||
Additional Series F Preferred [Member] | |||||||||||
Converted price | 0.42 | 0.42 | |||||||||
Purchase Agreement [Member] | |||||||||||
Warrants to purchase | 25,080,000 | ||||||||||
Exercise price | $ 0.38 | ||||||||||
Sale of Common Stock, net of issuance costs, shares | 16,720,000 | ||||||||||
Purchase Agreement [Member] | Investor [Member] | |||||||||||
Warrants to purchase | 25,080,000 | ||||||||||
Exercise price | $ 0.38 | ||||||||||
Securities Purchase Agreement [Member] | Common Stocks [Member] | |||||||||||
Purchase shares of common stock, shares | 5,000,000 | ||||||||||
Common stock exercise price | $ 0.44 | ||||||||||
Securities Purchase Agreement [Member] | Series F Preferred Stock [Member] | |||||||||||
Common stock exercise price | $ 0.96 | $ 0.001 | |||||||||
Share-based payment award, options, exercises | 16,129,032 | ||||||||||
Warrant Exchange Agreement [Member] | Common Stocks [Member] | |||||||||||
Sale of Common Stock, net of issuance costs, shares | 5,000,000 | ||||||||||
Common Stock [Member] | |||||||||||
Exercise price | $ 0.1247 | ||||||||||
Sale of Common Stock, net of issuance costs, shares | 18,220,000 | 4,251,151 | |||||||||
Share-based payment award, options, exercises | 185,000 | ||||||||||
Warrant conversions | 5,000,000 | ||||||||||
Common Stock [Member] | Warrant Exchange Agreement [Member] | |||||||||||
Sale of Common Stock, net of issuance costs, shares | 5,000,000 | ||||||||||
Common Stocks [Member] | Series F Preferred Stock [Member] | |||||||||||
Common stock, shares, issued | 5,000,000 | ||||||||||
Warrant [Member] | |||||||||||
Warrants to purchase | 5,000,000 | ||||||||||
Exercise price | $ 0.1247 | ||||||||||
Series F Offering [Member] | Common Stock [Member] | |||||||||||
Warrants to purchase | 1,483,560 | ||||||||||
Series F Warrants [Member] | |||||||||||
Exercise price | $ 0.25 | $ 0.44 | $ 0.96 | $ 0.25 | $ 0.25 |
Schedule of Company's operating
Schedule of Company's operating leases (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases | ||
Right-of-use asset | $ 3,525,406 | $ 3,952,317 |
Current portion of operating lease liability | 901,925 | 628,113 |
Long-term portion of operating lease liability | $ 2,721,743 | $ 3,161,703 |
Schedule of Company's lease lia
Schedule of Company's lease liabilities (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases | ||
2024 | $ 1,094,321 | |
2025 | 1,100,394 | |
2026 | 878,571 | |
2027 | 792,947 | |
2028 | 198,237 | |
Total future minimum lease payments, undiscounted | 4,064,470 | |
Less: Amount representing interest | (440,802) | |
Present value of future minimum lease payments | 3,623,668 | |
Present value of future minimum lease payments – current | 901,925 | $ 628,113 |
Present value of future minimum lease payments – long-term | $ 2,721,743 | $ 3,161,703 |
Schedule of weighted average le
Schedule of weighted average lease-term and discount rate leases (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases | ||
Weighted-average remaining lease terms | 3 years 10 months 24 days | 4 years 9 months 18 days |
Weighted-average discount rate | 6.10% | 6% |
Schedule Of Cash Flow Supplemen
Schedule Of Cash Flow Supplemental Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases | ||
Cash paid for amounts included in the measurement of liabilities: Operating cash flows for operating leases | $ 1,054,847 | $ 1,614,468 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Lease | $ 1,039,685 | $ 1,287,143 |
Measure Acquisition [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Operating lease, description | The lease commencement date was November 1, 2023, and will expire on October 31, 2025, unless sooner terminated or extended. | |
Lease | $ 226,678 | |
Mica Sense Acquisition [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Operating lease, description | Washington that expires in January 2026 with a 3% per year increase, and two months of abated rent for December 2020 and January 2021. | |
Lease | $ 467,767 | |
SenseFly Acquisition [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Operating lease, description | The operating lease in Raleigh expired in July 2023 and 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. The Lausanne lease is now set to expire in April 2028. | |
Lease | $ 3,370,025 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 1 Months Ended | 12 Months Ended | |||||
Nov. 28, 2023 USD ($) | Oct. 31, 2022 CHF (SFr) shares | Apr. 11, 2022 CHF (SFr) | Jan. 17, 2022 USD ($) shares | Dec. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) shares | |
Loss Contingencies [Line Items] | |||||||
Number of share options granted | shares | 325,000 | 512,065 | |||||
Options vested | $ 839,247 | $ 697,361 | |||||
Purchase commitment | $ 1,387,303 | $ 1,387,303 | $ 3,155,867 | ||||
Restricted Stock Units (RSUs) [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Granted | shares | 3,227,151 | 749,067 | |||||
Restricted stock expense | $ 975,282 | $ 1,780,234 | |||||
Director [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Annual base salary | $ 60,000 | ||||||
Number of share options granted | shares | 25,000 | ||||||
Mr.Michael O Sullivan [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Annual base salary | SFr | SFr 250,000 | ||||||
Maximum eligible to receive annual cash bonus percentage | 30% | ||||||
Service based cash bonus | SFr | SFr 87,500 | ||||||
Mr.Michael O Sullivan [Member] | Employment Agreement [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Number of share options granted | shares | 10,000 | ||||||
Share-based payment award, description | Common Stock on the grant date, vesting over two years, and exercisable for a period of five years | ||||||
Mr.Michael O Sullivan [Member] | Severance Agreement [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Share-based payment award, description | (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 Sullivan [Member] | Restricted Stock Units (RSUs) [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Options vested | SFr | 150,000 | ||||||
Service based bonus other than options | SFr | 87,500 | ||||||
Mr.Michael O Sullivan [Member] | Restricted Stock Units (RSUs) [Member] | Employment Agreement [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Options vested | SFr | SFr 43,750 | SFr 43,750 | |||||
Cash payment | SFr | 87,500 | ||||||
Mr.Michael O Sullivan [Member] | Restricted Stock Units (RSUs) [Member] | Severance Agreement [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Options vested | SFr | SFr 150,000 | ||||||
Mr.Barrett Mooney [Member] | Severance Agreement [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Share-based payment award, description | (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] | Restricted Stock Units (RSUs) [Member] | Severance Agreement [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Options vested | $ 190,000 | ||||||
Mr.Torres Declet [Member] | Restricted Stock Units (RSUs) [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Granted | shares | 111,607 | ||||||
Mr.Torres Declet [Member] | Restricted Stock [Member] | Employment Agreement [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Options vested | $ 125,000 | ||||||
Mark Di Siena [Member] | Restricted Stock Units (RSUs) [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Salaries and wages | $ 275,000 | ||||||
Vesting percentage | 50% | ||||||
Vest period | 2 years | ||||||
Annual performance-based bonus | $ 75,000 | ||||||
Mark Di Siena [Member] | Restricted Stock Units (RSUs) [Member] | Vest At The Time [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Vesting percentage | 34% | ||||||
Mark Di Siena [Member] | Restricted Stock Units (RSUs) [Member] | Minimum [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Restricted stock expense | $ 60,000 | $ 60,000 | |||||
Mark Di Siena [Member] | Original Award [Member] | Vest One Year After [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Vesting percentage | 33% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
[custom:RelatedPartyCost] | $ 18,371 | |
Mr Thomas [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Defined Contribution Plan, Cost | $ 42,500 | $ 153,750 |
Schedule of Reconciliation of I
Schedule of Reconciliation of Income Tax Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Computed tax at the expected statutory rate, amount | $ (8,931,931) | $ (12,233,282) |
Computed tax at the expected statutory rate, rate | 21% | 21% |
State and local income taxes, net of federal, amount | $ (152,856) | $ (193,910) |
State and local income taxes, net of federal, rate | 0.36% | 0.33% |
Goodwill impairment, amount | $ 3,313,121 | $ 8,590,427 |
Goodwill impairment, rate | (7.79%) | (14.75%) |
Other permanent items, amount | $ 41,757 | $ 301,687 |
Other permanent items, rate | (0.10%) | (0.51%) |
Other adjustments, amount | $ (1,762,090) | $ (57,579) |
Other adjustments, rate | 4.14% | 0.09% |
Stock compensation, amount | $ (12,606) | $ 172,056 |
Stock compensation, rate | 0.03% | (0.30%) |
Return to provision adjustment, amount | $ 196,163 | $ 369,793 |
Return to provision adjustment, rate | (0.46%) | (0.63%) |
Foreign tax differential, amount | $ 684,343 | $ 700,596 |
Foreign tax differential, rate | (1.61%) | (1.20%) |
Change in valuation allowance, amount | $ 6,624,099 | $ 2,350,212 |
Change in valuation allowance, rate | (15.57%) | (4.03%) |
Income tax expense (benefit), amount | ||
Income tax expense (benefit), rate | 0% | 0% |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets (Liabilities) (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Tax Assets: | ||
Other current liabilities | $ 17,806 | |
Equity compensation | 1,109,854 | 1,001,945 |
Other accrued expenses | 16,406 | 754,211 |
Net operating loss carry forward | 16,889,316 | 10,396,086 |
Tax credits | 150,351 | 150,351 |
Right of Use (ROU) - Liability | 147,861 | (127,473) |
Total Deferred Tax Assets | 18,331,594 | 12,175,120 |
Valuation Allowance | (17,794,764) | (11,170,665) |
Deferred Tax Liabilities: | ||
Property and equipment | (1,183) | (100,019) |
Intangible assets | (410,463) | (1,036,649) |
Right of Use (ROU) - Asset | (125,184) | 132,213 |
Total Deferred Tax Liabilities | (536,830) | (1,004,455) |
Net Deferred Tax |
Schedule of Provision for Incom
Schedule of Provision for Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current | ||
U.S. Federal | ||
U.S. State | (5,750) | 5,750 |
U.S. Foreign | ||
Total current provision | (5,750) | 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) | $ 5,750 |
Schedule of Loss Before Provisi
Schedule of Loss Before Provision for Incomes Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Total net loss before provision for income taxes | $ (42,421,737) | $ (58,253,723) |
UNITED STATES | ||
Total net loss before provision for income taxes | (32,930,150) | (48,536,722) |
International [Member] | ||
Total net loss before provision for income taxes | $ (9,491,587) | $ (9,717,001) |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | |||
Operating Loss Carryforwards [Line Items] | ||||
Net deferred tax assets | $ 17,794,764 | $ 11,170,665 | ||
Net deferred tax assets valuation allowance | 17,794,764 | 11,170,665 | ||
Change in the valuation allowance | 6,624,099 | 2,350,212 | ||
Net operating losses | (39,150,112) | [1],[2] | (64,276,837) | [3] |
Domestic Tax Authority [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carry forward | 55,288,195 | 38,733,732 | ||
Net operating losses | $ 6,296,936 | $ 7,661,107 | ||
Operating loss carryforwards, expiration period | 2035-2037 | 2035-2037 | ||
State and Local Jurisdiction [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carry forward | $ 20,863,524 | $ 17,975,553 | ||
Net operating losses | $ 15,181,695 | $ 13,113,999 | ||
Operating loss carryforwards, expiration period | 2024-2041 | 2024-2041 | ||
Foreign Tax Authority [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating losses | $ 32,403,001 | $ 11,428,419 | ||
Operating loss carryforwards, expiration period | 2028-2030 | 2028-2029 | ||
[1]Includes goodwill impairment $ 15,776,767 5,899,307 41,687,871 |
Schedule of Goodwill and Assets
Schedule of Goodwill and Assets (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Segment Reporting Information [Line Items] | ||||
Goodwill | $ 7,402,644 | $ 23,179,411 | $ 64,867,282 | $ 3,108,000 |
Assets | 25,155,901 | 54,184,874 | ||
Corporate Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Goodwill | ||||
Assets | 1,148,638 | 4,785,643 | ||
Drones And Custom Manufacturing [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Goodwill | ||||
Assets | 8,666,641 | 14,930,789 | ||
Sensors [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Goodwill | 7,402,644 | 18,972,896 | ||
Assets | 15,260,263 | 26,081,788 | ||
Saas [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Goodwill | 4,206,515 | |||
Assets | $ 80,359 | $ 8,386,654 |
Schedule of Net (Loss) Income (
Schedule of Net (Loss) Income (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | |||
Segment Reporting Information [Line Items] | ||||
Revenues | $ 13,741,398 | $ 19,094,425 | ||
Cost of sales | 8,278,158 | 10,876,308 | ||
Loss from operations | (39,150,112) | [1],[2] | (64,276,837) | [3] |
Other income (expense), net | (3,271,625) | 6,023,114 | ||
Net loss | (42,421,737) | (58,253,723) | ||
Corporate Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | ||||
Cost of sales | ||||
Loss from operations | (7,429,783) | [1],[2] | (10,177,362) | [3] |
Other income (expense), net | (2,060,844) | 6,416,717 | ||
Net loss | (9,490,627) | (3,760,645) | ||
Drones And Custom Manufacturing [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 6,197,049 | 9,840,321 | ||
Cost of sales | 3,770,886 | 4,762,888 | ||
Loss from operations | (9,287,814) | [1],[2] | (22,004,223) | [3] |
Other income (expense), net | (211,698) | (356,095) | ||
Net loss | (9,499,512) | (22,360,318) | ||
Sensors [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 7,100,419 | 8,655,434 | ||
Cost of sales | 3,439,350 | 5,086,993 | ||
Loss from operations | (15,487,428) | [1],[2] | 10,958 | [3] |
Other income (expense), net | (998,580) | (30,893) | ||
Net loss | (16,486,008) | (19,935) | ||
Saas [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 443,930 | 598,670 | ||
Cost of sales | 1,067,922 | 1,026,427 | ||
Loss from operations | (6,945,087) | [1],[2] | (32,106,210) | [3] |
Other income (expense), net | (503) | (6,615) | ||
Net loss | $ (6,945,590) | $ (32,112,825) | ||
[1]Includes goodwill impairment $ 15,776,767 5,899,307 41,687,871 |
Schedule of Net (Loss) Income_2
Schedule of Net (Loss) Income (Details) (Parenthetical) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Goodwill impairment | $ 15,776,767 | $ 41,687,871 | $ 12,357,921 |
Sensors [Member] | |||
Segment Reporting Information [Line Items] | |||
Goodwill impairment | 15,776,767 | ||
Saas [Member] | |||
Segment Reporting Information [Line Items] | |||
Goodwill impairment | 15,776,767 | 41,687,871 | |
Intangible impairment | 5,899,307 | ||
Drones And Custom Manufacturing [Member] | |||
Segment Reporting Information [Line Items] | |||
Goodwill impairment | $ 41,687,871 | ||
Intangible impairment | $ 5,899,307 |
Schedule of Geographical Revenu
Schedule of Geographical Revenues (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | $ 13,741,398 | $ 19,094,425 |
Drones And Custom Manufacturing [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | 6,197,049 | 9,840,321 |
Sensors [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | 7,100,419 | 8,655,434 |
Saas [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | 443,930 | 598,670 |
North America [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | 5,232,916 | 9,092,051 |
North America [Member] | Drones And Custom Manufacturing [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | 2,169,983 | 5,320,034 |
North America [Member] | Sensors [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | 2,655,443 | 3,173,347 |
North America [Member] | Saas [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | 407,490 | 598,670 |
Latin America [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | 1,857,151 | |
Latin America [Member] | Drones And Custom Manufacturing [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | 1,571,956 | |
Latin America [Member] | Sensors [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | 256,524 | |
Latin America [Member] | Saas [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | 28,671 | |
EMEA [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | 5,142,661 | 6,846,502 |
EMEA [Member] | Drones And Custom Manufacturing [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | 2,183,763 | 3,537,463 |
EMEA [Member] | Sensors [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | 2,957,644 | 3,309,039 |
EMEA [Member] | Saas [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | 1,254 | |
Asia Pacific [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | 1,395,347 | 2,739,077 |
Asia Pacific [Member] | Drones And Custom Manufacturing [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | 271,347 | 982,824 |
Asia Pacific [Member] | Sensors [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | 1,117,485 | 1,756,253 |
Asia Pacific [Member] | Saas [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | 6,515 | |
Other Geographic Area [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total | 113,323 | 416,795 |
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 | 113,323 | 416,795 |
Other Geographic Area [Member] | Saas [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 12 Months Ended | |||||||||||||||
Mar. 29, 2024 | Mar. 06, 2024 | Feb. 16, 2024 | Feb. 08, 2024 | Jan. 29, 2024 | Jan. 24, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 09, 2024 | Feb. 01, 2024 | Jan. 18, 2024 | Nov. 15, 2023 | Oct. 05, 2023 | Aug. 14, 2023 | Dec. 06, 2022 | Jun. 26, 2022 | |
Subsequent Event [Line Items] | ||||||||||||||||
Common stock par value | $ 0.001 | $ 0.001 | ||||||||||||||
Warrant exercise price | $ 0.44 | |||||||||||||||
Prepayment of purchased amount | $ 12,738 | $ 281,484 | ||||||||||||||
Stock issued during period, value, new issues | $ 3,967,400 | $ 4,583,341 | ||||||||||||||
Aggregate principal amount | $ 3,500,000 | |||||||||||||||
Common stock shares outstanding | 140,520,163 | 88,466,613 | ||||||||||||||
Number of warrant to purchase | 5,000,000 | |||||||||||||||
Series F Convertible Preferred Stock [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Conversion price | $ 0.10 | |||||||||||||||
Conversion of stock, shares converted | 3,588 | 4,137 | ||||||||||||||
Securities Purchase Agreement [Member] | Alpha Capital Anstalt [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 595,000 | $ 4,095,000 | ||||||||||||||
Common Stock [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Common stock par value | $ 0.0001 | |||||||||||||||
Warrant exercise price | $ 0.1247 | |||||||||||||||
Stock issued during period, value, new issues | $ 18,220 | $ 4,251 | ||||||||||||||
Number of convertible shares | 27,804,762 | 6,804,545 | ||||||||||||||
Conversion of stock, shares converted | 5,000,000 | |||||||||||||||
Warrant [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Shares issued | 1,281,796 | 1,483,560 | ||||||||||||||
Warrant exercise price | $ 0.1247 | |||||||||||||||
Number of warrant to purchase | 5,000,000 | |||||||||||||||
Subsequent Event [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Common stock par value | $ 0.001 | |||||||||||||||
Reverse stock split, description | 1-for-20 reverse stock split | 1-for-20 reverse stock split | ||||||||||||||
Subsequent Event [Member] | Investors [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Warrant exercise price | $ 1.2057 | |||||||||||||||
Warrants term | 3 years | |||||||||||||||
Conversion price | $ 1.2057 | |||||||||||||||
Number of warrant to purchase | 829,394 | |||||||||||||||
Warrant aggregate purchase price | $ 1,000,000 | |||||||||||||||
Subsequent Event [Member] | Alpha Capital Anstalt [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Conversion of stock, shares converted | 13,402,052 | |||||||||||||||
Subsequent Event [Member] | Alpha Capital Anstalt [Member] | Promissory Note [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Conversion of stock, amount converted | $ 100,000 | |||||||||||||||
Subsequent Event [Member] | Maximum [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Common stock shares outstanding | 151,500,000 | |||||||||||||||
Subsequent Event [Member] | Minimum [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Common stock shares outstanding | 7,576,297 | |||||||||||||||
Subsequent Event [Member] | Series F Convertible Preferred Stock [Member] | Investors [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Number of convertible shares | 1,000 | |||||||||||||||
Subsequent Event [Member] | Series F Convertible Preferred Stock [Member] | Alpha Capital Anstalt [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Convertible preferred stock shares | 3,130 | |||||||||||||||
Subsequent Event [Member] | Future Receipts Agreement [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Payments to suppliers for future receipts | $ 1,512,000 | |||||||||||||||
Payments to suppliers with discount price | 1,050,000 | |||||||||||||||
Payments to suppliers to be paid in weekly installments | 54,000 | |||||||||||||||
Prepayment of purchased amount | $ 1,312,500 | |||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Alpha Capital Anstalt [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Original issue discount promissory note, percentage | 8% | |||||||||||||||
Aggregate principal amount | $ 3,500,000 | |||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Maximum [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Stock issued during period, value, new issues | 2,000,000 | |||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Minimum [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Stock issued during period, value, new issues | $ 1,000,000 | |||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Series F Convertible Preferred Stock [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Shares issued | 10,000 | |||||||||||||||
Stock issued during period, value, new issues | $ 25,000,000 | |||||||||||||||
Subsequent Event [Member] | Securities Exchange Agreement [Member] | Alpha Capital Anstalt [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 4,849,491 | |||||||||||||||
Debt instrument, convertible, conversion price | $ 0.10 | |||||||||||||||
Subsequent Event [Member] | Letter Agreement [Member] | Dawson James Securities Inc [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Common stock par value | $ 0.001 | |||||||||||||||
Subsequent Event [Member] | Engagement Agreement [Member] | Dawson James Securities Inc [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Payment for cash fee | $ 68,862.04 | |||||||||||||||
Warrants term | 5 years | |||||||||||||||
Warrants offering percentage | 125% | |||||||||||||||
Subsequent Event [Member] | Warrant Exercise Agreement [Member] | Investors [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Warrant exercise price | $ 0.60 | |||||||||||||||
Proceeds from warrants exercise | $ 497,700.60 | |||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Shares issued | 16,319,165 | 16,319,165 | ||||||||||||||
Common stock par value | $ 0.001 | $ 0.001 | ||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | Investors [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Number of convertible shares | 829,394 | |||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | Alpha Capital Anstalt [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Debt conversion, shares converted | 79,828 | |||||||||||||||
Subsequent Event [Member] | Warrant [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Shares issued | 14,835,605 | 14,835,605 | ||||||||||||||
Warrant exercise price | $ 0.1247 | $ 0.1247 | ||||||||||||||
Subsequent Event [Member] | Warrant [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Stock issued during period, value, new issues | $ 2,000,000 | |||||||||||||||
Subsequent Event [Member] | Warrant [Member] | IPO [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Warrant exercise price | $ 0.10 | $ 0.10 |