See notes to these condensed consolidated financial
statements.
See notes to these condensed consolidated financial
statements.
See notes to these condensed consolidated financial
statements.
See notes to these condensed consolidated financial
statements.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED
MARCH 31, 2022 AND 2021
Note 1 – Nature of Operations and Liquidity
Organization and Operations
Odyssey Semiconductor Technologies,
Inc. (“Odyssey Technologies”) was incorporated on April 12, 2019 under the laws of the State of Delaware. Odyssey Technologies,
through its wholly-owned subsidiary, Odyssey Semiconductor, Inc. (“Odyssey Semiconductor”) and Odyssey Semiconductor’s
wholly owned subsidiary, JR2J, LLC (“JR2J”) (collectively, the “Company”), is a semiconductor device company developing
high-voltage power switching components and systems based on proprietary Gallium Nitride (“GaN”) processing technology.
COVID-19
The extent of the impact
and effects of the recent outbreak of the coronavirus (COVID-19) on the operation and financial performance of our business will depend
on future developments, including the duration and spread of the outbreak, related travel advisories and restrictions, the consequential
potential of staff shortages, and project development delays, all of which are highly uncertain and cannot be predicted. If demand for
the Company’s services or the Company’s ability to service customers are impacted for an extended period, especially as it
relates to major customers, our financial condition and results of operations may be materially adversely affected.
Liquidity and Financial Condition
As of March 31, 2022, the Company had a cash balance,
working capital and accumulated deficit of approximately $1,600,000, $1,400,000 and $7,800,000, respectively. During the three months
ended March 31, 2022, the Company generated a net loss of approximately $1,100,000.
The Company believes its current cash on hand
will not be sufficient to meet its operating obligations and capital requirements for at least twelve months from the issuance
of these financial statements. This raises substantial doubt about our ability to continue as a going concern. Therefore, the Company
will need to raise further capital through the sale of additional equity or debt securities or other debt instruments to support its future
operations. The Company has engaged with an investment bank to assist with the fund raise; however, there can no assurance that a financing
can be completed on terms acceptable to the Company. The Company has also taken preliminary steps to file a registration statement on
Form S-1 with the SEC for a proposed public offering and a listing application with Nasdaq, but there is no assurance that the offering
and the listing application will be successful. In addition, the Company is also exploring the possibility of a small bridge loan
to cover operating cash needs for several quarters or more and to provide some flexibility to the timing of a more permanent fund raising
effort.
The Company’s operating needs include the planned
costs to operate its business, including amounts required to fund working capital and capital expenditures. The Company’s future
capital requirements and the adequacy of its available funds will depend on many factors, including the Company’s ability to successfully
commercialize its products and services, competing technological and market developments, and the need to enter into collaborations with
other companies or acquire other companies or technologies to enhance or complement its product and service offerings. There is also no
assurance that the amount of funds the Company might raise will enable the Company to complete its development initiatives or attain profitable
operations. If the Company is unable to obtain additional financing on a timely basis, it may have to curtail its development, marketing
and promotional activities, which would have a material adverse effect on the Company’s business, financial condition and results
of operations, and ultimately, the Company could be forced to discontinue its operations and liquidate.
Note 2 - Summary of Significant
Accounting Policies
Basis of Presentation
The accompanying unaudited
condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United
States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information
and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, such statements include all adjustments
(consisting only of normal recurring items) which are considered necessary for a fair presentation of the unaudited condensed consolidated
financial statements of the Company as of March 31, 2022 and for the three months ended March 31, 2022 and 2021. The results of operations
for the three months ended March 31, 2022 are not necessarily indicative of the operating results for the full year ending December 31,
2022 or any other period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial
statements and related disclosures as of December 31, 2021 and for the year then ended which have been previously filed.
Use of Estimates
Preparation of financial
statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported
in the financial statements and the amounts disclosed in the related notes to the financial statements. The Company’s significant
estimates used in these financial statements include, but are not limited to, fair value calculations for equity securities, stock-based
compensation, the collectability of receivables, the recoverability and useful lives of long-lived assets, and the valuation allowance
related to the Company’s deferred tax assets. Certain of the Company’s estimates could be affected by external conditions,
including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have
an effect on the Company’s estimates and could cause actual results to differ from those estimates.
Cash and Cash Equivalents
The Company considers all
highly liquid investments purchased with an original maturity of three months or less to be cash equivalents in the financial statements.
As of March 31, 2022 and December 31, 2021, the Company had no cash equivalents. The Company has cash on deposits in several financial
institutions which, at times, may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The Company
has not experienced losses in such accounts and periodically evaluates the creditworthiness of its financial institutions. The Company
reduces its credit risk by placing its cash and cash equivalents with major financial institutions.
Restricted Cash
Restricted cash was comprised
of cash held as a security deposit in connection with the Company’s operating lease. See Note 8 – Commitments and Contingencies
- Operating Lease for additional details.
Deferred Expenses
Deferred expenses consist
of labor, materials and other costs that are attributable to customer contracts that the Company has not completed its performance obligation
under the contract and, as a result, has not recognized revenue. As of March 31, 2022 and December 31, 2021, deferred expenses were approximately
$19,000 and $8,000, respectively.
Property and Equipment
Property and equipment are
stated at cost, net of accumulated depreciation using the straight-line method over their estimated useful lives, once the asset is placed
in service. Expenditures for maintenance and repairs, which do not extend the economic useful life of the related assets, are charged
to operations as incurred, and expenditures which extend the economic life are capitalized. Leasehold improvements are depreciated over
the lesser of their estimated useful lives or the remaining term of their respective lease. When assets are retired or otherwise disposed
of, the costs and related accumulated depreciation or amortization are removed from the accounts and any gain or loss on disposal is recognized
in the statement of operations for the respective period.
The Company’s long-lived
assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not
be recoverable. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset and
its eventual disposition are less than its carrying amount.
The estimated useful lives
of property and equipment are as follows:
Schedule of estimated useful lives of property and equipment |
|
Schedule
of estimated useful lives of property and equipment |
Asset |
Useful
lives (years) |
Computer
and office equipment |
5 |
Lab
equipment |
5 |
Leasehold
improvements |
shorter
of useful life or lease term |
Machinery |
7-15 |
Furniture |
7 |
Offering Costs
Deferred offering costs,
which primarily consist of direct, incremental professional fees incurred in connection with a debt or equity financing, are capitalized
as non-current assets on the consolidated balance sheets. Once the financing closes, the Company reclassifies such costs as either discounts
to notes payable or as a reduction of proceeds received from equity transactions so that such costs are recorded as a reduction of additional
paid-in capital. If the completion of a contemplated financing was deemed to be no longer probable, the related deferred offering costs
would be charged to general and administrative expense in the consolidated financial statements.
Leases
In February 2016, the Financial
Accounting Standards Board (the “FASB”) established Accounting Standards Codification (“ASC”) Topic 842, “Leases”,
by issuing Accounting Standards Update (“ASU”) No. 2016-02, which requires lessees to now recognize operating leases on the
balance sheet and disclose key information about leasing arrangements. ASC Topic 842 was subsequently amended by ASU No. 2018-01, Land
Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No.
2018-11, Targeted Improvements. The new standard establishes a right-of-use (“ROU”) model that requires a lessee to recognize
a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as either
finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. Lessor
accounting under the new standard is substantially unchanged. Additional qualitative and quantitative disclosures are also required. The
Company adopted the new standard on January 1, 2022 using the modified retrospective transition method, which applies the provisions of
the standard at the effective date without adjusting the comparative periods presented. The Company adopted the following practical expedients
and accounting policies elections related to this standard:
|
● |
Short-term
lease accounting policy election allowing lessees to not recognize ROU assets and liabilities for leases with a term of 12 months or
less; |
|
● |
The
option to not separate lease and non-lease components in the Company’s lease contracts; and |
|
● |
The
package of practical expedients applied to all of its leases, including (i) not reassessing whether any expired or existing contracts
are or contain leases, (ii) not reassessing the lease classification for any expired or existing leases, and (iii) not reassessing the
capitalization of initial direct costs for any existing leases. |
Adoption of this standard
resulted in the recognition of operating lease right-of-use assets and corresponding lease liabilities of approximately $680,000 on the
consolidated balance sheet as of January 1, 2022. Disclosures related to the amount, timing and uncertainty of cash flows arising from
leases are included in Note 8, Leases.
Revenue Recognition
The Company recognizes revenue
under ASC Topic 606, “Revenue from Contracts with Customers” (“ASC 606”). The Company determines revenue recognition
through the following steps:
|
● |
Step
1: Identify the contract with the customer; |
|
● |
Step
2: Identify the performance obligations in the contract; |
|
● |
Step
3: Determine the transaction price; |
|
● |
Step
4: Allocate the transaction price to the performance obligations in the contract; and |
|
● |
Step
5: Recognize revenue when the company satisfies a performance obligation. |
A majority of the Company’s
revenues are generated from contracts with customers that require it to design, develop, manufacture, test and integrate complex equipment
and to provide engineering and technical services according to customer specifications. These contracts are often priced on a time and
material type basis. Revenues on time and material type contracts are generally recognized in each period based on the amount billable
to the customer which is based on direct labor hours expended multiplied by the contractual fixed rate per hour, plus the actual costs
of materials and other direct non-labor costs.
The timing of the Company’s
revenue recognition may differ from the timing of payment by its customers. A receivable is recorded when revenue is recognized prior
to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services,
the Company records deferred revenue until the performance obligations are satisfied. Contract assets are comprised of unbilled contract
receivables related to revenues earned but not yet invoiced to customers.
During the three months ended
March 31, 2022 and 2021, there was no revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods.
The Company generated revenue
from government contracts that reimburse the Company for certain allowable costs for funded projects. Such projects were completed in
2021. For contracts with government agencies, when the Company has concluded that it is the principal in conducting the research and development
expenses and where the funding arrangement is considered central to the Company’s ongoing operations, the Company classifies the
recognized funding received as revenue. The Company has determined that revenue generated from government grants is outside the scope
of ASC 606 and, as a result, the Company recognizes revenue upon incurring qualifying, reimbursable expenses. During the three months
ended March 31, 2022 and 2021, the Company recognized approximately $0 and $225,000, respectively, of grant revenue.
Research and Development
Research and development
expenses are charged to operations as incurred.
Stock-Based Compensation
The Company measures the
cost of services received in exchange for an award of equity instruments based on the fair value of the award. The fair value of the award
is measured on the grant date. The fair value amount is then recognized over the period during which services are required to be provided
in exchange for the award, usually the vesting period. Upon the exercise of an award, the Company issues new shares of common stock out
of its authorized shares.
The risk-free interest
rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term
of the instrument being valued. Option forfeitures are accounted for at the time of occurrence. The expected term used is the estimated
period of time that warrants or options are expected to be outstanding. The Company utilizes the “simplified” method to develop
an estimate of the expected term of “plain vanilla” employee options. For investor warrants and non-employee options, the
expected term used is the contractual life of the instrument being valued. The Company does not yet have a trading history to support
its historical volatility calculations. Accordingly, the Company is utilizing an expected volatility figure based on a review of the historical
volatility of comparable entities over a period of time equivalent to the expected life of the instrument being valued.
Net (Loss) Income per
share of Common Stock
Basic net (loss) income per
share of common stock is computed by dividing net (loss) income by the weighted average number of vested shares of common stock outstanding
during the period. Diluted net income per share of common stock is computed by dividing net income by the weighted average number
of common and dilutive common-equivalent shares outstanding during each period.
The following shares were
excluded from the calculation of weighted average dilutive shares of common stock because their inclusion would have been anti-dilutive:
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share |
|
| | | |
| | |
|
|
As of March 31, |
|
|
2022 | |
2021 |
Warrants |
|
| 245,696 | | |
| 245,696 | |
Options |
|
| 1,398,246 | | |
| 3,211,785 | |
Total |
|
| 1,643,942 | | |
| 3,457,481 | |
Income Taxes
The Company recognizes deferred
tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements
or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and
liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for
the years in which the temporary differences are expected to reverse. The Company has recorded a full valuation allowance against its
deferred tax assets for all periods, due to the uncertainty of future utilization.
The Company utilizes a recognition
threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken
in a tax return. Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the
Company’s financial statements as of March 31, 2022 and December 31, 2021. The Company does not expect any significant changes in
its unrecognized tax benefits within twelve months of the reporting date. The Company’s policy is to classify assessments, if any,
for tax related interest as interest expense and penalties as selling, general and administrative expenses in the consolidated statements
of operations.
Critical Accounting Policies and Estimates
Our consolidated financial
statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation
of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. We base our estimates and judgments on historical experience, current economic and industry conditions
and on various other factors that are believed to be reasonable under the circumstances. This forms the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates
under different assumptions or conditions. We believe that full consideration has been given to all relevant circumstances that we may
be subject to, and the consolidated financial statements accurately reflect our best estimate of the results of operations, financial
position and cash flows for the periods presented.
On an ongoing basis, we evaluate
our estimates and judgments for all assets and liabilities, including those related to the fair value of stock options for determination
of the stock-based compensation expense. The amount of stock based compensation has been a significant expense over the three months ended
March 31, 2022 and 2021. The assumptions that go into the Black-Scholes calculation are the major driver of the calculation of the fair
value of the stock options at the date of grant. The major assumption of volatility is based upon historical data, and the majority of
the other assumptions used in the Black Scholes computation is based upon the terms of the specific stock option grant.
Revenues and cost of sales
are important metrics in demonstrating the completion of projects and shipment of products to customers, and the profitability of such
revenues. Accordingly, revenue recognition is a critical accounting policy. The timing of the Company’s revenue recognition may
differ from the timing of payment by its customers. A receivable is recorded when revenue is recognized prior to payment and the Company
has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records
deferred revenue until the performance obligations are satisfied. Contract assets are comprised of unbilled contract receivables related
to revenues earned but not yet invoiced to customers. We review the status of each project at each period end and determine whether the
earnings process is complete and the revenue and costs of sales should be recognized.
Recently Issued Accounting Standards
In June 2016, the Financial
Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments
- Credit Losses”. This update requires immediate recognition of management’s estimates of current expected credit losses (“CECL”).
Under the prior model, losses were recognized only as they were incurred. The new model is applicable to all financial instruments that
are not accounted for at fair value through net income. The standard is effective for fiscal years beginning after December 15, 2022 for
public entities qualifying as small reporting companies. Early adoption is permitted. The Company is currently assessing the impact of
this update on our consolidated financial statements and do not anticipate a significant impact.
Note 3 - Prepaid Expenses
and Other Current Assets
Prepaid expenses consisted
of the following:
Schedule of Prepaid expenses and other current assets |
| | | |
| | |
|
March 31,
2022 | |
December 31, 2021 |
|
| |
|
Insurance |
$ | 26,071 | | |
$ | 30,666 | |
Legal Fees |
| 4,480 | | |
| 16,180 | |
Deposit for equipment purchase |
| 25,288 | | |
| 25,288 | |
Operating ROU asset – short term portion |
| 177,453 | | |
| — | |
Deposit for leased equipment purchase (Note 11) |
| 153,126 | | |
| 153,126 | |
Total |
$ | 386,418 | | |
$ | 225,260 | |
In December 2021, the Company
made a deposit of $153,126 to purchase equipment (included in prepaid expenses in the accompanying balance sheet). The remainder of the
purchase price was to be financed through a long-term lease. Terms and finalization of the lease has not yet occurred, and the Company
has requested a refund of its deposit from the initial lessor who did not follow through with lease financing based on their original
lease proposal.
Note 4 – Property
and Equipment
Property and equipment consisted
of the following:
Schedule of property and equipment |
| | | |
| | |
|
March 31,
2022 | |
December 31, 2021 |
|
| |
|
Computer and office equipment |
$ | 2,807 | | |
$ | 2,807 | |
Lab equipment |
| 15,606 | | |
| 15,606 | |
Furniture |
| 43,705 | | |
| 43,705 | |
Leasehold improvements |
| 543,118 | | |
| 450,374 | |
Machinery |
| 657,017 | | |
| 627,641 | |
Subtotal |
| 1,262,254 | | |
| 1,140,133 | |
Accumulated Depreciation |
| (329,083 | ) | |
| (286,842 | ) |
|
| | | |
| | |
Property and Equipment, net |
$ | 933,171 | | |
$ | 853,290 | |
Depreciation and amortization
expense related to property and equipment was approximately $42,000 and $40,000 for the three months ended March 31, 2022 and 2021, respectively.
Note 5 - Accounts Payable
and Accrued Expenses
Accounts payable and accrued
expenses consisted of the following:
Schedule of Accounts Payable and Accrued Expenses |
| | | |
| | |
|
March 31, 2022 | |
December 31, 2021 |
|
| |
|
Accounts payable |
$ | 90,268 | | |
$ | 67,970 | |
Accrued payroll |
| 75,055 | | |
| 29,994 | |
Credit cards payable |
| 67,041 | | |
| 36,690 | |
Accrued interest and other |
| 8,404 | | |
| 13,293 | |
Total |
$ | 240,768 | | |
$ | 147,947 | |
Note 6 – Stockholders’
Equity
Authorized Capital
The Company is authorized
to issue 45,000,000 shares of common stock, $0.0001 par value per share, and 5,000,000 shares of preferred stock, $0.0001 par value per
share. The holders of the Company’s common stock are entitled to one vote per share. No preferred shares have been issued as of
the date hereof.
Common Stock Transactions
In March 2021, the Company
sold 1,251,625 shares of common stock at $4.00 per share for gross proceeds of $5,006,500 in connection with a private placement of securities.
The costs associated with such issuance were $407,445 in cash and warrants to purchase 89,730 shares of Common Stock of the Company with
a term of 5 years and an exercise price of $4.00 per share. An aggregate of $480,000 of proceeds were raised from related parties (including
an aggregate of $430,000 from Alex Behfar’s family member, Richard Brown, Richard Ogawa and James Shealy), representing approximately
10% of the total gross proceeds.
Note 7 – Equity
Compensation Plan
On June 18, 2019, the Board
of Directors and a majority of the Company’s shareholders, respectively, approved the 2019 Equity Compensation Plan (the “2019
Plan”). Under the 2019 Plan, 1,326,000 shares of common stock of the Company were authorized for issuance. The 2019 Plan provides
for the issuance of incentive stock options, non-statutory stock options, rights to purchase common stock, stock appreciation rights,
restricted stock, restricted stock, performance shares and performance units to employees, directors and consultants of the Company and
its affiliates. The 2019 Plan requires the exercise price of stock options to be not less than the fair value of the Company’s common
stock on the date of grant, or 110% of fair value in the case of incentive options granted to a ten-percent stockholder.
On March 11, 2020, the Company
granted the following 10 ten-year options to purchase shares of common stock at an exercise price of $1.50 per share to the Company’s
then newly appointed Executive Chairman and Acting Chief Executive Officer under the 2019 Plan: (i) an option to purchase 965,850 shares
of common stock that vests ratably on a monthly basis over two years and (ii) an option to purchase 321,950 shares of common stock that
vests based on performance criteria to be mutually agreed to by the Board and the executive. The grant was reduced to 500,000 options,
including 375,000 options and 125,000 options respectively under the two categories, due to limitations under the 2019 Plan. The terms
of the 125,000 performance-based options were established in the quarter ended December 31, 2021. The terms of the performance-based options
were met during the quarter ended March 31, 2021.
On May 26, 2020, the Board
of Directors and a majority of the Company’s shareholders approved an amendment to the 2019 Plan to (i) increase the number of shares
of common stock authorized for issuance under the 2019 Plan by 1,174,000 shares, such that a total of 2,500,000 shares of common stock
are now authorized for issuance under the 2019 Plan; (ii) increase the maximum aggregate number of shares, options and/or other awards
that may be granted to any one person during any calendar year from 500,000 to 1,300,000; and (iii) clarify the availability of cashless
exercise as a form of consideration.
On July 16, 2020, the Company
granted the following 10 ten-year options to purchase shares of common stock at an exercise price of $1.50 per share to the Company’s
then Executive Chairman and Acting Chief Executive Officer under the 2019 Plan: (i) an option to purchase 600,000 shares of common stock
that vests ratably on a monthly basis over one year and (ii) an option to purchase 200,000 shares of common stock that vests based on
specified performance criteria.
On September 16, 2020, the
Board of Directors and a majority of the Company’s shareholders approved an amendment to the 2019 Plan to increase the number of
shares of common stock authorized for issuance under the 2019 Plan from 2,500,000 shares to 4,600,000 shares.
On September 22, 2020, the
Company granted a 10 ten-year option to purchase shares 1,637,410 shares of common stock at an exercise price of $1.50 per share to the
Company’s then Chairman and Chief Executive Officer under the 2019 Plan that vests ratably on a monthly basis over two years commencing
March 11, 2022.
From June 1 to June 22, 2021,
the Company granted five and 10 ten-year options to purchase 388,246 shares of common stock at an exercise price of $2.90 to $3.93 per
share to employees, an advisory board member and board members under the 2019 Plan that vest over two to five years.
On September 22, 2021, upon
the resignation of our then Chief Executive Officer and Chairman, a total of 1,911,160 unvested options that he received on September
25, 2019, March 11, 2020, July 16, 2020 and September 22, 2020 were forfeited as of such date.
On such date, the Company also provided the acceleration of 25,000 unvested stock options issued on September 25, 2019, which were to
vest as of September 25, 2021. The impact of the modification of the stock option was not material.
On
December 30, 2021, the Company granted five and 10 ten-year options to purchase 445,000 shares of common stock at an exercise price
of $1.77 per share to employees, an advisory board member and board members under the 2019 Plan that vest over one to four years.
On
February 9, 2022, subject to the shareholders’ approval, the Board of Directors approved that the aggregate number of shares authorized
for issuance as awards under the 2019 Plan shall be 4,600,000 shares plus an annual increase on the first day of each fiscal year for
the rest of the term of the Plan in an amount equal to the lesser of (i) 5% of the outstanding shares of common stock of the Company on
the last day of the immediately preceding year or (iii) an amount determined by the Board of Directors.
The stock option activity
from January 1, 2021 through March 31, 2022 is as follows (note there were no options granted, exercised, expired or forfeited in the
three months ended March 31, 2022):
Schedule of stock option activity |
| | | |
| | | |
| | |
|
Shares | |
Weighted-Average Exercise Price per share | |
Weighted-Average Remaining Contractual Life (years) |
|
| |
| |
|
Balance, December 31, 2020 |
| 3,257,410 | | |
$ | 1.5 | | |
| 9.1 | |
Options granted |
| 833,246 | | |
| 2.7 | | |
| 6.7 | |
Options exercised |
| (45,625 | ) | |
| 1.5 | | |
| — | |
Options converted |
| — | | |
| — | | |
| — | |
Options expired |
| (735,625 | ) | |
| 1.5 | | |
| — | |
Options forfeited |
| (1,911,160 | ) | |
| 1.5 | | |
| — | |
Balance, December 31, 2021 and March 31, 2022 |
| 1,398,246 | | |
| 2.2 | | |
| 6.0 | |
Vested shares at March 31, 2022 |
| 483,500 | | |
| 1.5 | | |
| 2.4 | |
The following table summarizes
the outstanding options at March 31, 2022 by exercise price.
| Schedule Of Outstanding Options | | |
| | | |
| | |
Exercise price | |
Outstanding options | |
Exercisable options |
$ | 1.50 | | |
| 565,000 | | |
| 450,167 | |
$ | 3.93 | | |
| 388,246 | | |
| 0 | |
$ | 1.77 | | |
| 445,000 | | |
| 33,333 | |
| | | |
| 1,398,246 | | |
| 483,500 | |
At March 31, 2022, the Company
has 2,886,129 options available to grant under the 2019 Plan.
The Company has estimated
the fair value of all stock option awards as of the date of grant by applying the Black-Scholes option-pricing model. In applying the
Black-Scholes option pricing model, the Company used the following weighted average assumptions for issuances during the year of 2021:
Schedule of Valuation Assumptions | |
| | |
| |
2021 |
Risk-free interest rate | |
| 1.2 | % |
Expected term | |
| 7.0 years | |
Expected volatility | |
| 91 | % |
Expected dividends | |
| 0 | |
Grant date fair value of common stock | |
$ | 1.91/share | |
During the three months ended
March 31, 2022, the Company recognized stock-based compensation expense related to stock options of approximately $51,000, of which approximately
$7,000 was recorded as part of research and development expenses and $44,000 was included within general and administrative expenses on
the consolidated statements of operations. During the three months ended March 31, 2021, the Company recognized stock-based compensation
expense related to stock options of approximately $678,000 ($643,000 of which was included within general and administrative expenses,
$3,000 of which was included in research and development expenses, $32,000 of which was included within cost of revenues).
As of March 31, 2022, there
was unamortized stock-based compensation of approximately $1,500,000 which the Company expects to recognize over approximately 2.3 years.
At March 31, 2022, the intrinsic value of outstanding and vested stock options was approximately $223,000 and $155,000, respectively.
Note 8 - Commitments and
Contingencies
Litigations, Claims, and
Assessments
From time to time, the Company
is involved in various disputes, claims, liens and litigation matters arising out of the normal course of business which could result
in a material adverse effect on the Company’s combined financial position, results of operations or cash flows. Liabilities for
loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable
that a liability has been incurred and the amount of the assessment can be reasonably estimated. As of March 31, 2022 and March 31, 2021,
the Company had no outstanding claims or litigation and had no liabilities recorded for loss contingencies.
Operating Lease
On August 21, 2019, the Company
entered into a lease for a 10,000 square foot facility consisting of lab and office space. The lease requires monthly payments of $16,667
and expires on November 30, 2025. The Company has arranged for a $100,000 letter of credit in favor of the landlord in lieu of a security
deposit, which was included as restricted cash on the consolidated balance sheet as of March 31, 2022 and December 31, 2021.
The assets and liabilities
from operating leases are recognized at the lease commencement date based on the present value of remaining lease payments over the lease
term using the Company’s incremental borrowing rates or implicit rates, when readily determinable. Short-term leases, which have
an initial term of 12 months or less, are not recorded on the balance sheet. The Company’s operating leases do not provide an implicit
rate that can readily be determined. Therefore, the Company uses a discount rate based on its estimated incremental commercial borrowing
rate,
The following table presents
information about the amount and timing of liabilities arising from the Company’s operating and finance leases as of March 31, 2022
(in thousands):
Finance Lease, Liability, Fiscal Year Maturity | |
| | |
Maturity of Lease Liabilities | |
Operating
Lease Liabilities |
2022 | |
$ | 150,000 | |
2023 | |
| 200,000 | |
2024 | |
| 200,000 | |
2025 | |
| 183,337 | |
Total undiscounted operating lease payments | |
$ | 733,337 | |
Less: Imputed interest | |
| 95,533 | |
Present value of operating lease liabilities | |
$ | 637,805 | |
Short-term portion | |
| 177,453 | |
Long term portion | |
| 460,352 | |
| |
| | |
Weighted average remaining lease term in years | |
| 4.9 | |
Weighted average discount rate | |
| 6.50 | % |
The Company incurred lease
expense for its operating lease of approximately $50,000 for the three months ended March 31, 2022.
The minimum lease payments
for the years ending December 31 are approximately as follows: $200,000 in each of 2022 through 2024 and $183,000 in 2025.
The Right of Use Asset at
March 31, 2022 of $654,471 is being amortized over the lease term – with $177,453 classified as a short-term asset and $477,018
classified as a long term asset.
Note 9 – Concentrations
During the three months ended
March 31, 2022, revenues were generated from two customers. At March 31, 2022, deferred costs and deferred revenues are attributable to
one customer contract.
During the quarter ended
March 31, 2021, substantially all revenues were generated from one customer pursuant to our contract with a governmental entity and amounted
to approximately 84% of total revenues.
Note 10 – Government
Loans
Paycheck Protection Program
Loans
On May 1, 2020, the Company
received loan proceeds in the amount of approximately $211,000 under the Paycheck Protection Program (“PPP”). The PPP, established
as part of the Coronavirus Aid, Relief and Economic Security Act, as amended (“CARES Act”), provides for loans to qualifying
businesses for amounts up to 2.5 times of the average monthly payroll expenses of such qualifying business. The loans and accrued interest
are forgivable after certain time periods further defined in the CARES Act (the “Covered Period”) as long as the borrower
uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The amount
of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries during the Covered Period. The outstanding
balance was included in long-term loans payable at December 31, 2021. On March 6, 2021, the entire loan balance was forgiven.
On February 24, 2021, the
Company received $193,625 pursuant to a promissory note issued under the Paycheck Protection Program Part 2 (“PPP2”). Interest
was to accrue at 1% per annum and the note is payable in 60 monthly installments of $3,300 commencing May 2022; however, on November 15,
2021, the entire loan balance was forgiven.
Economic Injury Disaster
Loan Advance
On May 1, 2020, the Company
received an advance in the amount of $10,000 from the U.S. Small Business Administration (“SBA”) under the Economic Injury
Disaster Loan (“EIDL”) program administered by the SBA, which program was expanded pursuant to the CARES Act. Such advance
amount will reduce the Company’s PPP loan forgiveness amount described above. The Company received an additional $138,900 under
this program on August 30, 2020. The loan is payable in monthly payments of $678 including interest at 3.75% payable over 30 years.
Tomkins County Area Development
Loan
On May 27, 2020, the Company
received loan proceeds in the amount of $50,000 from the Tomkins County Area Development (“TCAD”) Emergency Relief Loan Fund.
The loan matures after four years and bears interest in the amount of 2.5% per annum, with one year of no interest or principal payments,
followed by three years of monthly payments of principal and interest in the amount of $1,443 per month. The loan is collateralized by
certain assets of the Company. The outstanding balance is included in long term loans payable.
Equipment Loans
On August 20, 2020, the Company received a loan
of $100,000 from Broome County Industrial Development Agency (5 year facility, 2.5% annual interest rate, monthly payment of $1,775);
on September 1, 2020, the Company received a loan of $100,000 from Southern Tier Region Economic Development Corporation (5 year facility,
5.0% annual interest rate, monthly payment of $2,072) ; and on September 10, 2020, the Company received a loan of $75,000 from TCAD (5
year facility, 2.5% annual interest rate, monthly payment of $1,331). These loans were used to acquire equipment used in the laboratory,
and are secured by the underlying assets of the Company.
The loans are summarized as follows:
Schedule of loans |
| | | |
| | |
|
March 31, 2022 | |
December 31, 2021 |
|
| |
|
Principal outstanding |
$ | 404,780 | | |
$ | 423,089 | |
Deferred loan costs, net of amortization |
| (3,268 | ) | |
| (3,496 | ) |
Subtotal |
| 401,512 | | |
| 419,593 | |
Less current portion |
| (74,739 | ) | |
| (74,134 | ) |
|
| | | |
| | |
Total long term portion |
$ | 326,773 | | |
$ | 345,459 | |
Interest expense on the above
debt instruments was approximately $3,800 and $4,400 for the three months ended March 31, 2022 and 2021, respectively.
Note 11 - Subsequent Events
The Company has evaluated
events that have occurred after the balance sheet and through May 23, 2022. Based upon the evaluation, the Company did not identify any
recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements, except as
follows
On April 18, 2022, Mark Davidson
was appointed as Chief Executive Officer of the Company. In connection with Mr. Davidson’s
appointment as Chief Executive Officer of the Company, the Company agreed to pay Mr. Davidson an annual cash compensation of $300,000.
For 2022, Mr. Davidson will be eligible for an annual target bonus of up to $150,000 that will be prorated for nine (9) months (i.e. $112,500)
based on his achievements of performance goals to be finalized and approved by the Board of Directors within the first two months of his
employment. Such annual bonus will be paid in stock compensation until such time that the Company has sufficient cash flow. His eligibility
for future bonuses will be determined by the Board of Directors in accordance with the Company’s future bonus plans and programs.
In addition, the Company agreed to grant to Mr. Davidson an option to purchase a number of shares equivalent to 5.0% ownership of the
Company on a fully-diluted basis using the treasury stock method as of March 31, 2022 (or 5.0% of 12,910,125 shares, or 650,000 shares),
at the fair market value of the Company’s common stock as determined by the Board on the date it approves such grant. The option
will vest at the rate of 25% per year on the anniversary date from the first day of his employment starting from April 1, 2023. The option
will be subject to acceleration in vesting in connection with the occurrence of a change of control event during the term of Mr. Davidson’s
employment.