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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 10-Q
|
☒ |
QUARTERLY REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly
period ended September 30, 2023
or
|
☐ |
TRANSITION REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition
period from ______ to ______.
Commission File
Number 001-41347
EXPION360 INC.
(Exact name of registrant
as specified in its charter)
Nevada
(state or other
jurisdiction of incorporation or organization) |
81-2701049
(IRS Employer
Identification No.) |
2025
SW Deerhound Ave Redmond OR 97756
(Address of principal
executive offices, including zip code)
Registrant’s
telephone number, including area code: (541) 797-6714
Securities registered
pursuant to Section 12(b) of the Act:
Title
of each class |
Trading
Symbol(s) |
Name
of each exchange on which registered |
Common
Stock, $.001 par value |
XPON |
The
NASDAQ Stock Market LLC |
Indicate by check
mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject
to filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check
mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
☐
Large Accelerated Filer |
☐
Accelerated Filer |
☒
Non-Accelerated Filer |
☒
Smaller Reporting Company |
☒
Emerging Growth Company |
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number
of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date.
Title or
class |
Shares outstanding
as of November 7, 2023 |
Common Stock, $.001 par |
6,910,717 |
TABLE OF CONTENTS
Contents
PART I - FINANCIAL
INFORMATION
ITEM 1. FINANCIAL
STATEMENTS
Expion360 Inc.
Balance Sheets
| |
September
30, 2023 (unaudited) | |
December
31, 2022 |
Assets | |
| | | |
| | |
Current
Assets | |
| | | |
| | |
Cash
and cash equivalents | |
$ | 2,910,896 | | |
$ | 7,201,244 | |
Accounts
receivable, net | |
| 473,284 | | |
| 298,035 | |
Inventory | |
| 4,158,483 | | |
| 4,530,136 | |
Prepaid/in-transit
inventory | |
| 102,646 | | |
| 141,611 | |
Prepaid
expenses and other current assets | |
| 217,550 | | |
| 171,791 | |
Total current
assets | |
| 7,862,859 | | |
| 12,342,817 | |
| |
| | | |
| | |
Property
and equipment | |
| 1,348,326 | | |
| 1,394,619 | |
Accumulated
depreciation | |
| (378,286 | ) | |
| (250,861 | ) |
Property
and equipment, net | |
| 970,040 | | |
| 1,143,758 | |
| |
| | | |
| | |
Other Assets | |
| | | |
| | |
Operating
leases – right-of-use asset | |
| 2,789,160 | | |
| 3,148,455 | |
Deposits | |
| 58,896 | | |
| 63,901 | |
Total
other assets | |
| 2,848,056 | | |
| 3,212,356 | |
Total
assets | |
$ | 11,680,955 | | |
$ | 16,698,931 | |
| |
| | | |
| | |
Liabilities and stockholders’
equity | |
| | | |
| | |
Current
liabilities | |
| | | |
| | |
Accounts
payable | |
$ | 437,236 | | |
$ | 230,250 | |
Customer
deposits | |
| 46,248 | | |
| 58 | |
Accrued
expenses and other current liabilities | |
| 299,793 | | |
| 306,164 | |
Current
portion of operating lease liability | |
| 506,743 | | |
| 465,055 | |
Current
portion of stockholder promissory notes | |
| 625,000 | | |
| 500,000 | |
Current
portion of long-term debt | |
| 50,058 | | |
| 71,426 | |
Total current
liabilities | |
| 1,965,078 | | |
| 1,572,953 | |
| |
| | | |
| | |
Long-term
debt, net of current portion and discount | |
| 311,431 | | |
| 439,049 | |
Operating
lease liability, net of current portion | |
| 2,376,474 | | |
| 2,754,964 | |
Stockholder
promissory notes, net of current portion | |
| 200,000 | | |
| 325,000 | |
Total liabilities | |
$ | 4,852,983 | | |
$ | 5,091,966 | |
| |
| | | |
| | |
(continued on next page)
Expion360 Inc.
Balance Sheets
– Continued
| |
September
30, 2023 (unaudited) | |
December
31, 2022 |
Stockholders’
equity | |
| | | |
| | |
Preferred
stock, par value $.001; 20,000,000 shares authorized; zero shares issued and outstanding | |
| — | | |
| — | |
Common
stock, par value $.001; 200,000,000
shares authorized; 6,910,717
and 6,802,464
issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | |
| 6,911 | | |
| 6,802 | |
Additional
paid-in capital | |
| 25,730,833 | | |
| 25,239,654 | |
Accumulated
deficit | |
| (18,909,772 | ) | |
| (13,639,491 | ) |
Total
stockholders’ equity | |
| 6,827,972 | | |
| 11,606,965 | |
Total
liabilities and stockholders’ equity | |
$ | 11,680,955 | | |
$ | 16,698,931 | |
The accompanying notes are an integral
part of these financial statements
Expion360 Inc.
Statements of Operations
(Unaudited)
| |
|
|
|
|
|
| |
|
|
|
|
|
|
| |
For
the Three Months Ended September 30, | |
For
the Nine Months Ended September 30, |
| |
2023 | |
2022 | |
2023 | |
2022 |
Sales, net | |
$ | 1,890,115 | | |
$ | 1,383,011 | | |
$ | 5,122,415 | | |
$ | 5,741,075 | |
Cost of sales | |
| 1,417,552 | | |
| 980,141 | | |
| 3,752,006 | | |
| 3,770,025 | |
Gross profit | |
| 472,563 | | |
| 402,870 | | |
| 1,370,409 | | |
| 1,971,050 | |
Selling,
general and administrative | |
| 2,290,955 | | |
| 1,662,005 | | |
| 6,363,514 | | |
| 6,479,954 | |
Loss from operations | |
| (1,818,392 | ) | |
| (1,259,135 | ) | |
| (4,993,105 | ) | |
| (4,508,904 | ) |
| |
| | | |
| | | |
| | | |
| | |
Other (Income) / Expense | |
| | | |
| | | |
| | | |
| | |
Interest
income | |
| (33,048 | ) | |
| (64 | ) | |
| (100,945 | ) | |
| (158 | ) |
Interest
expense | |
| 27,491 | | |
| 34,016 | | |
| 92,067 | | |
| 1,571,848 | |
(Gain)
/ Loss on sale of property & equipment | |
| — | | |
| (13,312 | ) | |
| 3,426 | | |
| (13,312 | ) |
Settlement
expense | |
| — | | |
| — | | |
| 281,680 | | |
| — | |
Other
(income) / expense | |
| — | | |
| (471 | ) | |
| (394 | ) | |
| (389 | ) |
Total
other (income) / expense | |
| (5,557 | ) | |
| 20,169 | | |
| 275,834 | | |
| 1,557,989 | |
| |
| | | |
| | | |
| | | |
| | |
Franchise
taxes / (refund) | |
| 1,380 | | |
| — | | |
| 1,342 | | |
| 300 | |
Net
loss | |
$ | (1,814,215 | ) | |
$ | (1,279,304 | ) | |
$ | (5,270,281 | ) | |
$ | (6,067,193 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net
loss per share (basic and diluted) | |
$ | (0.26 | ) | |
$ | (0.19 | ) | |
$ | (0.77 | ) | |
$ | (1.03 | ) |
Weighted-average number of
common shares outstanding | |
| 6,910,717 | | |
| 6,802,464 | | |
| 6,878,737 | | |
| 5,913,763 | |
The accompanying notes are an integral
part of these financial statements
Expion360 Inc.
Statements of Stockholders’
Equity (Deficit) for Nine Months ended September 30, 2023 and 2022 (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
Additional Paid-in |
|
Accumulated |
|
Total Stock-holders’ Equity |
|
|
Shares |
|
Amount |
|
Capital |
|
Deficit |
|
(Deficit) |
Balance at December 31, 2021 |
|
|
4,300,000 |
|
|
$ |
4,300 |
|
|
$ |
8,355,140 |
|
|
$ |
(6,102,951 |
) |
|
$ |
2,256,489 |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(696,853 |
) |
|
|
(696,853 |
) |
Balance at March 31, 2022 |
|
|
4,300,000 |
|
|
$ |
4,300 |
|
|
$ |
8,355,140 |
|
|
$ |
(6,799,804 |
) |
|
$ |
1,559,636 |
|
Issuance of shares, net of issuance costs |
|
|
2,466,750 |
|
|
|
2,466 |
|
|
|
14,770,021 |
|
|
|
— |
|
|
|
14,772,487 |
|
Issuance of shares in exchange for IPO services |
|
|
35,714 |
|
|
|
36 |
|
|
|
(36 |
) |
|
|
— |
|
|
|
— |
|
Issuance of stock options |
|
|
— |
|
|
|
— |
|
|
|
2,114,529 |
|
|
|
— |
|
|
|
2,114,529 |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(4,091,036 |
) |
|
|
(4,091,036 |
) |
Balance at June 30, 2022 |
|
|
6,802,464 |
|
|
$ |
6,802 |
|
|
$ |
25,239,654 |
|
|
$ |
(10,890,840 |
) |
|
$ |
14,355,616 |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,279,304 |
) |
|
|
(1,279,304 |
) |
Balance at September 30, 2022 |
|
|
6,802,464 |
|
|
$ |
6,802 |
|
|
$ |
25,239,654 |
|
|
$ |
(12,170,144 |
) |
|
$ |
13,076,312 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2022 |
|
|
6,802,464 |
|
|
$ |
6,802 |
|
|
$ |
25,239,654 |
|
|
$ |
(13,639,491 |
) |
|
$ |
11,606,965 |
|
Proceeds received from exercise of warrants |
|
|
46,102 |
|
|
|
47 |
|
|
|
49,740 |
|
|
|
— |
|
|
|
49,787 |
|
Stock issued as a result of litigation settlement |
|
|
52,000 |
|
|
|
52 |
|
|
|
251,628 |
|
|
|
— |
|
|
|
251,680 |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,977,278 |
) |
|
|
(1,977,278 |
) |
Balance at March 31, 2023 |
|
|
6,900,566 |
|
|
$ |
6,901 |
|
|
$ |
25,541,022 |
|
|
$ |
(15,616,769 |
) |
|
$ |
9,931,154 |
|
Exercise of warrants |
|
|
10,151 |
|
|
|
10 |
|
|
|
(20 |
) |
|
|
— |
|
|
|
(10 |
) |
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,478,788 |
) |
|
|
(1,478,788 |
) |
Balance at June 30, 2023 |
|
|
6,910,717 |
|
|
$ |
6,911 |
|
|
$ |
25,541,002 |
|
|
$ |
(17,095,557 |
) |
|
$ |
8,452,356 |
|
Issuance of warrants |
|
|
— |
|
|
|
— |
|
|
|
65,046 |
|
|
|
— |
|
|
|
65,046 |
|
Issuance of stock options |
|
|
— |
|
|
|
— |
|
|
|
119,525 |
|
|
|
— |
|
|
|
119,525 |
|
Issuance of RSUs |
|
|
— |
|
|
|
— |
|
|
|
5,260 |
|
|
|
— |
|
|
|
5,260 |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,814,215 |
) |
|
|
(1,814,215 |
) |
Balance at September 30, 2023 |
|
|
6,910,717 |
|
|
$ |
6,911 |
|
|
$ |
25,730,833 |
|
|
$ |
(18,909,772 |
) |
|
$ |
6,827,972 |
|
The accompanying notes are an integral
part of these financial statements
Expion360 Inc.
Statements of Cash Flows (Unaudited)
| |
|
|
|
|
|
|
| |
For
the Nine Months Ended September 30, |
| |
2023 | |
2022 |
Cash flows from operating activities | |
| | | |
| | |
| |
| | | |
| | |
Net loss | |
$ | (5,270,281 | ) | |
$ | (6,067,193 | ) |
Adjustments to reconcile net
loss to net cash provided by (used in) operating activities: | |
| | | |
| | |
Depreciation | |
| 153,714 | | |
| 115,670 | |
Amortization
of debt discount (sale of future revenues) | |
| — | | |
| 295 | |
Amortization
of debt discount - notes | |
| — | | |
| 1,196,843 | |
(Gain)
/ Loss on sale of property and equipment | |
| 3,426 | | |
| (13,312 | ) |
Increase
/ (Decrease) in allowance for doubtful accounts | |
| (18,804 | ) | |
| 19,604 | |
Stock-based
settlement | |
| 251,680 | | |
| — | |
Stock-based
compensation | |
| 189,831 | | |
| 2,114,529 | |
| |
| | | |
| | |
Changes in operating assets
and liabilities: | |
| | | |
| | |
(Increase)
/ Decrease in accounts receivable | |
| (156,445 | ) | |
| 475,091 | |
(Increase)
/ Decrease in inventory | |
| 371,653 | | |
| (2,984,177 | ) |
Decrease
in prepaid/in-transit inventory | |
| 38,964 | | |
| 812,562 | |
Increase
in prepaid expenses and other current assets | |
| (45,759 | ) | |
| (134,191 | ) |
(Increase)
/ Decrease in deposits | |
| 5,005 | | |
| (10,976 | ) |
Increase
/ (Decrease) in accounts payable | |
| 206,986 | | |
| (87,369 | ) |
Increase
/ (Decrease) in customer deposits | |
| 46,190 | | |
| (274,857 | ) |
Increase
/ (Decrease) in accrued expenses and other current liabilities | |
| (6,371 | ) | |
| 107,407 | |
Increase
in right-of-use assets and lease liabilities | |
| 22,494 | | |
| 30,454 | |
Net cash used in operating
activities | |
| (4,207,717 | ) | |
| (4,699,620 | ) |
| |
| | | |
| | |
Cash flows from investing
activities | |
| | | |
| | |
Purchases
of property and equipment | |
| (20,170 | ) | |
| (434,458 | ) |
Net
proceeds from sale of property and equipment | |
| 36,748 | | |
| 51,679 | |
Net cash provided by / (used
in) investing activities | |
| 16,578 | | |
| (382,779 | ) |
| |
| | | |
| | |
Cash flows from financing
activities | |
| | | |
| | |
Payments
on line-of-credit and short-term revolving loans | |
| — | | |
| (550,000 | ) |
Payments
on liability for sale of future revenues | |
| — | | |
| (11,797 | ) |
Principal
payments on long-term debt | |
| (148,986 | ) | |
| (1,784,500 | ) |
Net proceeds
from exercise of warrants | |
| 49,777 | | |
| — | |
Net
proceeds from issuance of common stock | |
| — | | |
| 14,772,487 | |
Net cash provided by / (used
in) financing activities | |
| (99,209 | ) | |
| 12,426,190 | |
| |
| | | |
| | |
Net change in cash and cash
equivalents | |
| (4,290,348 | ) | |
| 7,343,791 | |
Cash
and cash equivalents, beginning | |
| 7,201,244 | | |
| 773,238 | |
Cash
and cash equivalents, ending | |
$ | 2,910,896 | | |
$ | 8,117,029 | |
Expion360 Inc.
Statements of Cash
Flows (Unaudited) - Continued
| |
For
the Nine Months Ended September 30, |
Supplemental
disclosure of cash flow information: | |
2023 | |
2022 |
Cash paid for
interest | |
$ | 92,136 | | |
$ | 401,037 | |
Cash paid / (refunded) for
franchise taxes | |
$ | 1,341 | | |
$ | 300 | |
| |
| | | |
| | |
Non-cash financing activities: | |
| | | |
| | |
Acquisition/modification
of operating lease right-of-use asset and lease liability | |
$ | (13,993 | ) | |
$ | 2,348,509 | |
Cashless
warrant exercises | |
$ | 41 | | |
$ | — | |
Purchases
of property and equipment in exchange for long-term debt | |
$ | — | | |
$ | 181,430 | |
Purchased
of property and equipment in exchange for short-term payable | |
$ | — | | |
$ | 170,863 | |
The accompanying notes are an integral
part of these financial statements
1. Organization
and Nature of Operations
Expion360
Inc. (formerly Yozamp Products Company, LLC dba Expion360) (“the Company”) was incorporated in the state of Nevada in November
2021. Effective November 1, 2021, the Company converted to a C corporation. Prior to conversion, the Company was a limited liability
company (LLC) with an indefinite life organized in the State of Oregon in June 2016. The LLC elected to be treated as a Subchapter S
corporation effective January 1, 2017. Net profits and losses of the LLC and all distributions were allocated among the members in proportion
to the ownership units held. The Original LLC Agreement was amended and restated on January 1, 2021 to add additional members and a non-voting
class of member units. Upon conversion to a C corporation, all existing LLC members at the time of conversion were issued shares of common
stock and became stockholders of the Company.
The
Company designs, assembles, and distributes premium lithium batteries for RV, Marine, Golf, Industrial, Residential, and Off-The-Grid
needs. The Company uses lithium iron phosphate (LiFePO4) batteries. LiFePO4 batteries are considered a top choice for high energy density,
dependability, longevity, and safety, providing the ability to power anything, anywhere.
Beginning
in March 2020, the COVID-19 pandemic and the measures imposed to contain this pandemic disrupted and may continue to impact the Company’s
business. While certain restrictions have eased recently, the magnitude of the impact of any new measures from a resurgence in the COVID-19
pandemic on the Company’s productivity, results of operations, and financial position, and its disruption to the Company’s
business and battery development and timeline will depend in part on the length and severity of these restrictions and on the Company’s
ability to conduct business in the ordinary course.
2. Summary
of Significant Accounting Policies
Basis of Presentation
The
accompanying unaudited financial statements have been prepared by the Company in accordance with accounting principles generally accepted
in the United States of America (U.S. GAAP) for interim financial information, and pursuant to the instructions to Form 10-Q and Article
10 of Regulation S-X promulgated by the Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information
and footnotes required by U.S. GAAP for complete financial statement presentation. However, the Company believes that the disclosures
are adequate to make the information presented not misleading. In the opinion of management, all adjustments (consisting primarily of
normal recurring accruals) considered necessary for a fair presentation have been included.
Operating
results for the three- and nine-month periods ended September 30, 2023 and 2022 are not necessarily indicative of the results that may
be expected for the year ending December 31, 2023. The unaudited interim financial statements should be read in conjunction with our
Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 30, 2023.
Unless
otherwise noted, all references to shares and stockholders in the accompanying financial statements have been restated retrospectively,
to reflect the equity structure of the C corporation as of the beginning of the first period presented.
Reclassification
of Prior Year Presentation
Certain
prior year amounts have been reclassified for consistency with current year presentation. These reclassifications had no effect on the
reported results of operations.
Going Concern,
Liquidity and Capital Resources
The
Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding before
the Company achieves sustainable revenues and profit from operations. The Company expects to continue to incur additional losses for
the foreseeable future, and the Company may need to raise additional debt or equity financing to expand its presence in the marketplace,
develop new products, achieve operating efficiencies, and accomplish its long-term business plan over the next several years. There can
be no assurance as to the availability or terms upon which such financing and capital might be available.
As presented in the
accompanying financial statements, the Company has sustained recurring losses and negative cash flows from operations. These factors
raise substantial doubt about the Company’s ability to continue as a going concern within twelve months after the date that
the financial statements for the three and nine month periods ended September 30, 2023 are issued. However, management is working
to address its cash flow challenges, including raising additional capital, managing inventory levels, identifying alternative supply
chain resources, and managing operational expenses.
Historically, the
Company’s growth has been funded through a combination of sales of equity interests, third party debt, and working capital
loans. The Company’s sales for the three months ended September 30, 2023 increased 36.7% and sales for the nine months ended
September 30, 2023 decreased 10.8% compared to the same periods in 2022. For the nine months ended September 30, 2023, we received
net proceeds of $49,777 from warrant exercises. On April 1, 2022, the Company completed an initial public offering and listing
of its shares on the Nasdaq Stock Market (IPO). Proceeds from the IPO, net of costs, totaled $14,772,487, of which approximately
$2,464,000 was used to pay down principal and accrued interest on high interest-bearing debt. The remaining proceeds have thus
far and will continue to be used, in part, to stock inventory to keep up with demand and to build in-house assembly lines to
improve the cash-flow cycle and help reduce the four-month turnaround that the Company currently experiences from suppliers in
China. In the first half of 2022, a distribution warehouse was set up in Indiana to better service customers throughout the U.S.
and an assembly facility was leased in Redmond, Oregon for future expansion of the in-house assembly lines. Additionally, management
has secured a secondary source for lithium iron phosphate cells used in its batteries that is based in Denmark, should supply disruption
issues with China arise. Management believes that these factors will contribute to achieving operating efficiency and profitability.
However, there can be no assurance that the Company will be successful in achieving its objectives, including achieving operating
efficiency and profitability.
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the
realization of assets and the settlement of liabilities and commitments in the normal course of business; however, the above conditions
raise substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect
the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that
may result should the Company be unable to continue as a going concern.
Use of Estimates
The
preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting period. Actual results could vary materially from the estimates
that were used. The Company’s significant accounting estimates include the carrying value of accounts receivable and inventory,
the depreciable lives of fixed assets, and stock-based compensation.
Future
events, including the extent and the duration of the COVID-19-related economic impacts and their effects, cannot be predicted with certainty
and, accordingly, the Company’s accounting estimates require the exercise of judgment.
Cash and Cash
Equivalents
The
Company considers all cash amounts which are not subject to withdrawal restrictions or penalties and all highly liquid investments purchased
with an original maturity of three months or less from the date of purchase to be cash equivalents. The Company maintains its cash balances
with high-quality financial institutions located in the United States. Cash accounts are secured by the Federal Deposit Insurance Corporation
(“FDIC”) up to $250,000 per institution. At times, balances may exceed federally insured limits. Investment accounts are
placed in funds consisting of US Treasury-related ultra-short paper. The Company has not experienced any losses in such accounts and
management believes that the Company is not exposed to any significant credit risk with respect to its cash and cash equivalents. As
of September 30, 2023, cash balances exceeded FDIC limits by $547,054 and investment accounts totaling $2,100,847 are invested in US
Treasury-related ultra-short paper.
Accounts Receivable
Accounts
receivable are recorded at the invoiced amount, are due within a year or less, and generally do not bear any
interest. The Company performs ongoing credit evaluations of its customers and generally requires no collateral. An allowance for
uncollectible accounts is recorded to reduce accounts receivable to the estimated amount that will be collected. The allowance
is based upon management’s review of the accounts receivable aging and specific identification of potentially uncollectible
balances. Recoveries of accounts previously written off and adjustments to the allowance for uncollectible accounts are recorded
as adjustments to bad debt expense. For the three months ended September 30, 2023 and 2022, the Company wrote off $388 and $0,
respectively. For the nine months ended September 30, 2023 and 2022, the Company recovered a net of ($412) and wrote off $19,604,
respectively. There was no allowance for doubtful accounts as of September 30, 2023 or December 31, 2022, as management believed
all outstanding amounts to be fully collectible.
Customer Deposits
As
of September 30, 2023 and December 31, 2022, the Company had customer deposits totaling $46,248 and $58, respectively.
Inventory
Inventory
is stated at the lower of cost (first in, first out) or net realizable value and consists of batteries and
accessories, resale items, components, and related landing costs. As of September 30, 2023 and December 31, 2022, the Company had
inventory that consisted of finished assemblies totaling $3,306,972 and $3,243,485, respectively, and raw materials (inventory
components, parts, and packaging) totaling $851,511 and $1,286,651, respectively. The valuation of inventory includes fixed production
overhead costs based on normal capacity of the assembly warehouse.
The
Company periodically reviews its inventory for evidence of slow-moving or obsolete inventory and provides for an allowance when considered
necessary. The Company determined that no such reserve was necessary as of September 30, 2023 or December 31, 2022. The Company prepays
for inventory purchases from foreign suppliers. Prepaid inventory totaled $102,646 and $141,611 at September 30, 2023 and December 31,
2022, respectively, and included inventory in transit where title had passed to the Company but had not yet been physically received.
Vendor and Foreign
Concentrations of Inventory Suppliers
During the three
months ended September 30, 2023 and 2022, respectively, approximately 61% and 91%, respectively, of inventory purchases were made
from foreign suppliers in China and Hong Kong. During the nine months ended September 30, 2023 and 2022, respectively, approximately
71% and 92%, respectively, of inventory purchases were made from foreign suppliers in China and Hong Kong. Any adverse change in
either the economic or political conditions abroad could negatively impact the Company’s supply chain. The inability to obtain
product to meet sales demand could adversely affect results of operations. However, the Company has secured a secondary source
for lithium iron phosphate cells used in its batteries from a supplier in Denmark, enabling the Company to source materials outside
of China in the event it becomes necessary to do so.
Property and Equipment
Property
and equipment are stated at cost less depreciation calculated on the straight-line basis over the estimated useful lives of the related
assets as follows:
Schedule of estimated useful lives
Vehicles
and transportation equipment |
|
5
- 7 years |
|
Office
furniture and equipment |
|
3 - 7 years |
|
Manufacturing
equipment |
|
3 - 10 years |
|
Warehouse
equipment |
|
3 - 10 years |
|
QA
equipment |
|
3 - 10 years |
|
Tooling
and molds |
|
3
- 10 years |
|
Leasehold improvements
are amortized over the shorter of the lease term or their estimated useful lives.
Betterments,
renewals, and extraordinary repairs that extend the lives of the assets are capitalized; other repairs and maintenance charges are expensed
as incurred. The cost and related accumulated depreciation and amortization applicable to assets retired are removed from the accounts,
and the gain or loss on disposition is recognized in the Statements of Operations.
Leases
The
Company determines if an arrangement is a lease at inception. Operating lease right-of-use (“ROU”) assets represent the Company’s
right to use an underlying asset during the lease term, and operating lease liabilities represent
the Company’s
obligation to make lease payments arising from the lease. Operating leases are included in ROU assets, current operating lease liabilities,
and long-term operating lease liabilities on the Company’s Balance Sheets. The Company does not have any finance leases.
Lease
ROU assets and lease liabilities are initially recognized based on the present value of the future minimum lease payments
over the lease term at commencement date calculated using the Company’s incremental borrowing rate applicable to the
lease asset, unless the implicit rate is readily determinable. ROU assets also include any lease payments made at or before
lease commencement and exclude any lease incentives received. The Company’s lease terms may include options to extend
or terminate the lease when it is reasonably certain that the Company will exercise that option. Leases with a term of 12
months or less are not recognized on the Company’s Balance Sheet. The Company’s leases do not contain any
residual value guarantees. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease
term.
The
Company accounts for lease and non-lease components as a single lease component for all its leases.
Impairment of
Long-Lived Assets
Long-lived assets
consist primarily of property and equipment. When events or circumstances indicate the carrying value of a long-lived asset may
be impaired, the Company estimates the future undiscounted cash flows to be derived from the use and eventual disposition of the
asset to assess whether or not a potential impairment exists. If the carrying value exceeds the estimate of future undiscounted
cash flows, the impairment is calculated as the excess of the carrying value of the asset over the estimate of its fair value.
Fair value is determined primarily using the estimated cash flows discounted at a rate commensurate with the risk involved. No
long-lived asset impairment was recognized during the three or nine months ended September 30, 2023 or 2022.
Product Warranties
The Company sells
the majority of its products to customers along with conditional repair or replacement warranties. The Company’s branded
DC mobile chargers are warrantied for two years from the date of sale and its branded VPR 4EVER Classic and Platinum batteries
are warrantied at gradually lesser levels over a twelve-year period from date of sale. The Company determines its estimated liability
for warranty claims based on the Company’s experience of the amount of claims actually made. Management estimates no liability
as of September 30, 2023 and December 31, 2022 because, historically, there have been very few claims and costs for repairs or
replacement parts have been nominal. It is possible that the Company’s estimate of liability for product liability claims
will change in the near term.
Liability for
Refunds
The Company does
not have a formal return policy but does accept returns under its warranty policies. Returns have historically been minimal.
Revenue Recognition
The
Company’s revenue is generated from the sale of products consisting primarily of batteries and accessories. The Company recognizes
revenue when control of goods or services is transferred to its customers in an amount that reflects the consideration it is expected
to be entitled to in exchange for those goods or services. To determine revenue recognition, the Company performs the following five
steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine
the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize
revenue when (or as) the performance obligation(s) are satisfied. Revenue is recognized upon shipment or delivery to the customer, as
that is when the customer obtains control of the promised goods and the Company’s performance obligation is considered satisfied.
As such, accounts receivable is recorded at the time of shipment or will call, when the Company’s right to the consideration becomes
unconditional and the Company determines there are no uncertainties regarding payment terms or transfer of control.
Concentration of Major Customers
A
customer is considered a major customer when net revenue attributable to the customer exceeds 10% of total revenue for the period or
outstanding receivable balances exceed 10% of total receivables.
During
the three months ended September 30, 2023, sales to three customers totaled $700,071, comprising approximately 38% of total sales. These
customers represented 31% of total accounts receivable as of September 30, 2023. During the nine months ended September 30, 2023, sales
to two customers totaled $1,178,142, comprising approximately 23% of total sales. These customers represented 23% of total accounts receivable
as of September 30, 2023. Accounts receivable from three additional customers totaled $190,495, representing approximately 40% of accounts
receivable as of September 30, 2023.
During the
three months ended September 30, 2022, sales to two customers totaled $394,936, comprising approximately 28% of total sales. There
were no accounts receivable for these customers as of September 30, 2022. During the nine months ended September 30, 2022, sales
to two customers totaled $1,816,821, comprising approximately 32% of total sales. Accounts receivables for these customers totaled
$7,486, representing approximately 3% of total accounts receivable as of September 30, 2022. Accounts receivable from two additional
customers totaled $90,789, representing approximately 32% of total accounts receivables as of September 30, 2022.
Shipping and Handling
Costs
Shipping and handling
fees billed to customers are classified in the Statement of Operations in “Sales, net” and totaled $27,398 and
$6,133 during the three months ended September 30, 2023 and 2022, respectively, and $52,296 and $17,514 during the nine months
ended September 30, 2023 and 2022, respectively. Shipping and handling costs for shipping product to customers totaled $58,141
and $54,840 during the three months ended September 30, 2023 and 2022, respectively, and $149,898 and $137,497 during the nine
months ended September 30, 2023 and 2022, respectively, and are classified in selling, general, and administrative expense in the
accompanying Statements of Operations.
Advertising and
Marketing Costs
The
Company expenses advertising and marketing costs as incurred. Advertising and marketing expense totaled $238,163 and $215,994 for the
three months ended September 30, 2023 and 2022, respectively and $690,995 and $527,732 for the nine months ended September 30, 2023 and
2022, respectively, and is included in selling, general and administrative expense in the accompanying Statements of Operations.
Research and Development
Research
and development costs are expensed as incurred. Research and development costs charged to expense amounted to $145,111 and $41,355 for
the three months ended September 30, 2023 and 2022, respectively, and $316,369 and $153,730 for the nine months ended September 30, 2023
and 2022, respectively, and are included in selling, general and administrative expenses in the accompanying Statements of Operations.
Income Taxes
Effective
November 1, 2021, the Company converted from an LLC to a C corporation and, as a result, became subject to corporate federal and state
income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of exiting assets and liabilities and their respective tax basis. Deferred tax assets, including
tax loss and credit carryforwards, and liabilities are measured using the enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities
of a change in tax rates is recognized in income in the period that included the enactment date. Deferred income tax expense represents
the change during the period in the deferred tax assets and deferred tax liabilities. Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not
be realized.
On
March 27, 2020, the United States enacted the Coronavirus Aid, Relief and Economic Security Act (CARES Act). The Cares Act is an emergency
economic stimulus package that includes spending and tax breaks to strengthen the United States economy and fund a nationwide effort
to curtail the effect of COVID-19. The CARES Act provides sweeping tax changes in response to the COVID-19 pandemic. Some of the more
significant provisions are removal of certain limitations on utilization of net operating losses, increasing the loss carryback period
for certain losses to five years, and increasing the ability to deduct interest expense, as well as amending certain provisions of the
previously enacted Tax Cuts and Jobs Act. As of September 30, 2023 and December 31, 2022, the Company has not recorded any income tax
provision/(benefit) resulting from the CARES Act, mainly due to the Company’s history of net operating losses.
On
December 27, 2020, the United States enacted the Consolidated Appropriations Act of 2021 (“CAA”). The CAA includes provisions
extending certain CARES Act provisions and adds coronavirus relief, tax and health extenders. The Company will continue to evaluate the
impact of the CAA and its impact on its financial statements in 2023 and beyond.
Fair Value of Financial Instruments
The
Company accounts for its financial assets and liabilities in accordance with ASC Topic 820, Fair Value Measurement. ASC Topic
820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value, as follows:
Level
1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that are accessible at the measurement date.
The fair value hierarchy gives the highest priority to Level 1 inputs.
Level
2: Observable prices that are based on inputs not quoted on active markets but corroborated by market data. These inputs include
quoted prices for similar assets or liabilities; quoted market prices in markets that are not active; or other inputs that are observable
or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level
3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to
Level 3 inputs. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the
use of unobservable inputs to the extent possible, as well as consider counterparty credit risk in the assessment of fair value.
The
Company’s financial instruments consist principally of cash and cash equivalents, accounts receivable, accounts payable, short-term
revolving loans, stockholder promissory notes, and long-term debt. The fair value of cash and cash equivalents, accounts receivable,
accounts payable, and short-term revolving loans approximates their respective carrying values because of the short-term nature of those
instruments. The fair value of the stockholder promissory notes, convertible notes, and long-term debt approximates their respective
carrying values because the interest rate approximates market rates available to the Company for similar obligations with the same maturities.
Segment Reporting
The
Company currently operates in one reportable segment. An operating segment is defined as a component of an enterprise for which discrete
financial information is available and is reviewed regularly by the Chief Operating Decision Maker (“CODM”) to evaluate performance
and make operating decisions. The Company has identified its CODM as the Chief Executive Officer.
Basic and Diluted
Net Loss Per Share
The
basic net loss per share is calculated by dividing the net loss by the weighted average number of shares outstanding during the period.
Diluted earnings or loss per share adjusts the basic earnings or loss per share for the potentially dilutive impact of securities (e.g.,
options and warrants).
We
calculate basic and diluted net loss per share using the weighted average number of common shares outstanding during the periods presented.
In periods of a net loss position, basic and diluted weighted average common shares are the same. For the diluted earnings per share
calculation, we adjust the weighted average number of common shares outstanding to include dilutive stock options, warrants, unvested
restricted stock units and shares associated with the conversion of any convertible notes or preferred stock, when applicable. We use
the if-converted method for calculating any potential dilutive effect of convertible notes and convertible preferred stock on diluted
net loss per share.
The
following shows the amounts used in computing net loss per share:
Schedule of net loss per share
| |
|
|
|
|
|
| |
|
|
|
|
|
|
| |
Three
Months Ended September 30, | |
Nine
Months Ended September 30, |
| |
2023 | |
2022 | |
2023 | |
2022 |
Net loss | |
$ | (1,814,215 | ) | |
$ | (1,279,304 | ) | |
$ | (5,270,281 | ) | |
$ | (6,067,193 | ) |
Weighted
average common shares outstanding – basic and diluted | |
| 6,910,717 | | |
| 6,802,464 | | |
| 6,878,737 | | |
| 5,913,763 | |
Basic
and diluted net loss per share | |
$ | (0.26 | ) | |
$ | (0.19 | ) | |
$ | (0.77 | ) | |
$ | (1.03 | ) |
As
of September 30, 2023 and December 31, 2022, the Company has outstanding warrants, options, and restricted stock units (“RSUs”)
convertible into 1,926,610 and 1,717,936 shares of common stock, respectively. The following table sets forth the number of
shares excluded from the computation of diluted loss per share, as their inclusion would have been anti-dilutive.
Schedule
of anti-dilutive share
As of: | |
September
30, 2023 | |
December
31, 2022 |
Warrants | |
| 802,830 | | |
| 888,436 | |
Stock
options | |
| 1,075,000 | | |
| 829,500 | |
RSUs | |
| 48,780 | | |
| — | |
| |
| 1,926,610 | | |
| 1,717,936 | |
Stock-Based Compensation
The
Company accounts for stock-based compensation in accordance with ASC 718, “Compensation—Stock Compensation”, which
requires compensation costs to be recognized at grant date fair value over the requisite service period of each of the awards. The Company
recognizes forfeitures of awards as they occur.
The
fair value of stock options is determined using the Black-Scholes-Merton option pricing model. In order to calculate the fair value of
the options, certain assumptions are made regarding the components of the model, including risk-free interest rate, volatility, expected
dividend yield and expected life. Changes to assumptions could cause significant adjustments to the valuation.
New Accounting
Pronouncements
In
September 2022, the FASB issued ASU 2022-04, “Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier
Finance Program Obligations,” which is intended to enhance the transparency surrounding the use of supplier finance programs in
connection with the purchase of goods and services. Supplier finance programs may also be referred to as reverse factoring, payables
finance, or structured payables arrangements. The amendments in ASU 2022-04 require a buyer that uses supplier finance programs to disclose
sufficient qualitative and quantitative information about the program to allow a user of financial statements to understand the program’s
nature, activity during the period, changes from period to period, and potential magnitude. ASU 2022-04 is effective for all entities
for fiscal years beginning after December 15, 2022 on a retrospective basis, including interim periods with those fiscal years, except
for the requirement to disclose roll forward information, which is effective prospectively for fiscal years beginning after December
15, 2023. The Company adopted this standard effective January 1, 2023, and the adoption of this guidance did not have an impact on the
Company’s financial statements or disclosures.
In
March 2022, the FASB issued ASU 2022-02, “Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and
Vintage Disclosures,” which addresses and amends areas identified by the FASB as part of its post-implementation review of the
accounting standard that introduced the current expected credit losses (“CECL”) model. The amendments eliminate the accounting
guidance for troubled debt restructurings by creditors that have adopted the CECL model and enhance the disclosure requirements for loan
refinancings and restructurings made with borrowers experiencing financial difficulty. In addition, the amendments require disclosure
of current-period gross write-offs for financing receivables and net investment in leases by year of origination in the vintage disclosures.
For entities, such as Expion360 Inc., that have not yet adopted the CECL accounting model in ASU 2016-13, the effective date for
the amendments in ASU 2022-02 is the same as the effective date in ASU 2016-13 (i.e., fiscal years beginning after December 15, 2022,
including interim periods within those fiscal years). The Company adopted this standard effective January 1, 2023, and the adoption of
this guidance did not have an impact on the Company’s financial statements or disclosures.
In
October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities
from Contracts with Customers.” ASU 2021-08 requires contract assets and contract liabilities acquired in a business combination
to be recognized and measured in accordance with Topic 606, Revenue from Contracts with Customers, on the acquisition date as if the
acquirer had entered into the original contract at the same date and on the same terms as the acquiree. ASU 2021-08 is effective for
fiscal years beginning after December 15, 2022, including interim periods within those fiscal years for public business entities. The
Company adopted this standard effective January 1, 2023, and the adoption of this guidance did not have an impact on the Company’s
financial statements or disclosures.
In
June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments. This ASU replaces the incurred loss impairment
methodology in current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range
of reasonable and supportable information for credit loss estimates on certain types of financial instruments, including trade receivables.
In addition, new disclosures are required. The ASU, as subsequently amended, is effective for the Company for fiscal years beginning
after December 15, 2022. The Company adopted this standard effective January 1, 2023, and the adoption of this guidance did not have
an impact on the Company’s financial statements or disclosures.
Accounting Guidance Issued
but Not Yet Adopted
In
March 2023, the FASB issued ASU 2023-02, “Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments
in Tax Credit Structures Using the Proportional Amortization Method.” This ASU was issued to allow reporting entities to consistently
account for equity investments made primarily for the purpose of receiving income tax credits and other income tax benefits. ASU 2023-02
is effective for the Company for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years.
The Company is currently evaluating the impact of this standard on our financial statements.
In
June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject
to Contractual Sale Restrictions,” which amends the guidance in Topic 820, Fair Value Measurement, to clarify that a contractual
restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is
not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and
measure a contractual sale restriction. In addition, the ASU introduces new disclosure requirements for equity securities subject to
contractual sale restrictions that are measured at fair value. ASU 2022-03 is effective for fiscal years beginning after December 15,
2023, including interim periods within those fiscal years for public business entities. The Company is currently evaluating the impact
of this standard on our financial statements.
3.
Property and Equipment, Net
Property and equipment
consist of the following:
Schedule of property and equipment
Depreciation expense
was $50,507 and $48,364 for the three months ended September 30, 2023 and 2022, respectively. Depreciation expense was $153,714 and
$115,670 for the nine months ended September 30, 2023 and 2022, respectively. There were disposals and sales of fixed assets during
the nine months ended September 30, 2023 and 2022 resulting in the net cash received of $36,748 and $51,679, respectively.
4.
Accrued Expenses and Other Current Liabilities
Accrued expenses
and other current liabilities consist of the following:
Schedule of accrued expenses and other current liabilities
| |
As
of September 30, 2023 | |
As
of December 31, 2022 |
Accrued salaries
and payroll liabilities | |
$ | 222,411 | | |
$ | 169,337 | |
Rebate liability | |
| 30,255 | | |
| 26,015 | |
Commissions | |
| 22,534 | | |
| 9,720 | |
Franchise tax | |
| 4,999 | | |
| 400 | |
Deferred income and deposit
(sublease) | |
| 4,445 | | |
| 14,168 | |
Accrued interest | |
| 153 | | |
| 222 | |
Other | |
| 14,996 | | |
| 86,302 | |
Accrued
expenses and other current liabilities | |
$ | 299,793 | | |
$ | 306,164 | |
5.
Liabilities for Sale of Future Revenues
On December 8, 2020
and January 26, 2021, Reliant Funding, under two separate ACH Total Receipts Purchase Agreements (“Purchase Agreements”),
purchased a 50% interest in the Company’s future revenues for a total aggregate purchase price of $250,000. Pursuant to the
terms of the Purchase Agreements, the purchased percentage continued to be owned by Reliant Funding, until the Company paid the
full purchased amount of $349,750. Repayment of the purchased amount was achieved through 252 daily bank account withdrawals of
$1,388 through December 15, 2021 and $694 thereafter through January 26, 2022. There were no payments made in the three months ended
September 30, 2023 or the same period for 2022. Interest was recognized at an effective annual interest rate of approximately 71%.
The Purchase Agreements were secured by substantially all of the assets of the Company. As of September 30, 2023 and December 31,
2022, the Company had no remaining liability related to the Purchase Agreements.
6.
Short-Term Revolving Loans
In
2020, the Company received funds under four unsecured Working Capital Loan Agreements (“WC Loans”). As of December 31, 2022,
the loans had been repaid and a balance of $0 was outstanding. Under the WC Loan Agreements and in accordance with the modified terms,
the Company was subject to monthly extended maturity interest of one percent on the ending outstanding monthly balance which increased
one percent for each month beyond the extended maturity date. The WC Loans were repaid in full in April 2022.
The terms of each WC Loan are summarized below:
| ● | $200,000
limit
–
dated
March
22,
2020;
monthly
interest-only
payments
at
15%
annual
interest;
principal
due
12
months
from
date
of
issue.
This
note
was
modified
effective
January
1,
2021
to
extend
the
maturity
date
to
December
31,
2021.
The
Company
paid
$50,000
towards
the
principal
balance
in
November
2021.
The
balance
of
$150,000
was
paid
in
full
in
April
2022
(see
below). |
| ● | $400,000
limit
–
dated
August
31,
2020;
monthly
interest-only
payments
at
10%
annual
interest;
pursuant
to
the
WC
Loan,
the
maturity
was
to
be
determined
by
mutual
agreement
and
was
to
be
at
least
30
days
after
a
maturity
date
is
agreed
upon.
The
note
was
modified
effective
January
1,
2021
to
establish
a
maturity
date
of
December
31,
2021,
and
was
paid
in
full
in
April
2022
(see
below). |
All
fees incurred in connection with obtaining and modifying these agreements were nominal and, given the short-term maturity of one year,
were expensed as incurred. There was no accounting impact to the financial statements related to the modifications.
7.
Long-Term Debt
Long-term debt consisted of the
following at September 30, 2023 and December 31, 2022:
Schedule of long term debt payment
|
|
September
30, 2023 |
|
December
31, 2022 |
Senior secured promissory notes – various investors. Monthly payments of interest only at
10% plus deferred interest of 5% accrued monthly to be paid at maturity. A minimum of one year interest is due at maturity.
Matures the earlier of (a) May 15, 2023, (b) the closing of a qualified subsequent financing or (c) the closing of a change of
control. The notes are senior to all other debt and are secured by substantially all assets of the Company. The notes included
detachable warrants to purchase 482,268 shares of common stock at an exercise price of $3.32 per share (see Note 10 – Stockholders’
Equity in Item 1 – Financial Statements of Part I – Financial Information). Debt issuance costs and discount totaling
$1,287,160 at date of issuance were being amortized and recognized as additional interest expense over the term of the notes using
the straight-line method because it was not substantially different from the effective interest rate method. We determined the
expected life of the notes to be the contractual term. Interest expense related to these notes includes amortization of debt issuance
costs and discount in the amount of $0 and $1,196,843, respectively, for the three months and nine months ended September 30, 2022,
respectively. The notes were paid in full in April 2022.
|
|
$ |
— |
|
|
$ |
— |
|
Note payable – bank. Payable in monthly installments of $332, including interest at 5.8% per annum, due August 2025, secured by equipment and personally guaranteed by a co-founder. |
|
|
7,213 |
|
|
|
9,825 |
|
Note payable – credit union. Payable in monthly installments of $508, including interest at 5.45% per annum, due July 2026, secured by a vehicle and personally guaranteed by a co-founder. |
|
|
15,514 |
|
|
|
19,364 |
|
Note payable – SBA. Economic Injury Disaster Loan payable in monthly installments of $731, including interest at 3.75% per annum, due May 2050, and personally guaranteed by a co-founder. |
|
|
147,735 |
|
|
|
150,114 |
|
Note payable – individual. Monthly payments of interest only at 10% per annum, matured December 31, 2021 resulting in the entire principal balance recorded in current portion of long-term debt on the accompanying Balance Sheets for the year ending December 31, 2021; pursuant to the note, the past due balance is subject to 1% additional monthly interest which increases one percent for each month beyond maturity date, unsecured. The Company remained in compliance with the extended maturity interest payments and paid the note in full in April 2022. |
|
|
— |
|
|
|
— |
|
Note payable – finance company. Payable in monthly installments of $994, including interest at 8.5% per annum, due July 2026, secured by a vehicle and personally guaranteed by a stockholder. The Note was paid in full September 2022. |
|
|
— |
|
|
|
— |
|
Note payable – finance company. Payable in monthly installments of $2,204, including interest at 11.21% per annum, due August 2026, secured by a vehicle and personally guaranteed by a co-founder. The note was paid in full January 2023. |
|
|
— |
|
|
|
79,963 |
|
Notes payable – The Company has acquired six notes payable to GM Financial for vehicles. In April 2022, the Company secured a commercial line up to $300,000 to be used to finance vehicle purchases. The agreement expired in April 2023 but was renewed for a commercial line up to $350,000 and prevailing GM Financial existing term notes will remain. The new agreement expires in April 2024. One note was paid off when the corresponding vehicle was sold in May 2023, so there are five notes remaining at September 30, 2023. The notes are currently payable in aggregate monthly installments of $4,084, including interest at rates ranging from 5.89% to 7.29% per annum, mature at various dates from October 2027 to May of 2028, and are secured by the related vehicles. Two of the notes are personally guaranteed by a co-founder. |
|
|
191,027 |
|
|
|
251,209 |
|
Total |
|
$ |
361,489 |
|
|
$ |
510,475 |
|
Less current portion |
|
|
(50,058 |
) |
|
|
(71,426 |
) |
Long-term debt, net of unamortized debt discount and current portion |
|
$ |
311,431 |
|
|
$ |
439,049 |
|
Future maturities of long-term debt are
as follows:
Schedule of Maturities of Long-Term Debt
|
|
|
Twelve months ending September 30, |
2024 |
$ |
50,058 |
|
2025 |
|
52,934 |
|
2026 |
|
50,982 |
|
2027 |
|
49,561 |
|
2028 |
|
27,963 |
|
Thereafter |
|
129,991 |
|
Total |
$ |
361,489 |
|
8.
Stockholder Promissory Notes
As
of both September 30, 2023 and December 31, 2022, the Company had an outstanding principal balance of $825,000 due to stockholders under
unsecured Promissory Notes Agreements (“Notes”). The Notes require monthly interest-only payments at 10% per annum. The Notes
mature at various dates from January 2024 to December 2024 as follows: January 2024 - $125,000; August 2024 - $500,000 (this note would
have matured at August 2023, but in June 2023, an agreement was signed extending the maturity date to August 2024); and December 2024
- $200,000.
Interest
paid to the stockholders under the Notes totaled $20,627 and $20,627 during the three months ended September 30, 2023 and September 30,
2022, respectively. Interest paid to the stockholders under the Notes totaled $61,881 and $61,881 during the nine months ended September
30, 2023 and September 30, 2022, respectively. There was no accrued interest as of September 30, 2023 or December 31, 2022 related to
these Notes.
9.
Commitments and Contingencies
Operating Leases
The
Company leases its warehouses and office space under long-term lease arrangements. None of its leases include characteristics specified
in ASC 842, Leases, that require classification as financing leases, and accordingly, these leases are accounted for as operating
leases. The Company does not recognize a right-of-use asset and lease liability for short-term leases, which have terms of 12 months
or less. For longer-term lease arrangements that are recognized on the Company’s Balance Sheet, the right-of-use asset and lease
liability are initially measured at the commencement date based upon the present values of the lease payments due under the leases.
The
implicit interest rates of the Company’s lease arrangements are generally not readily determinable and as such, the Company applies
an incremental borrowing rate, which is established based upon the information available at the lease commencement date, to determine
the present value of lease payments due under the arrangement. Under ASC 842, the incremental borrowing rate (IBR) for leases must be
(1) a rate of interest over a similar term, and (2) for an amount that is equal to the lease payments. The Company uses both the Federal
Reserve Economic Data (FRED) U.S. corporate debt effective yield and the U.S. Treasury rates adjusted for credit spread as the primary
data points for purposes of determining the IBR.
In the first quarter
of 2022, the Company entered into two new long-term, non-cancelable operating lease agreements for office and warehouse space resulting
in the Company recognizing an additional lease liability totaling of $2,348,509, representing the present value of the lease payments
discounted using an effective interest rate of 8.07% and 8.86%, and corresponding right-of-use assets of $2,348,509. The leases
expire in December 2026 and December 2028. The second lease contains one three-year option to renew. The lease is guaranteed
by a co-founder.
In
the first quarter of 2021, the Company entered into a long-term, non-cancelable operating lease agreement for office and warehouse space
resulting in the Company recognizing an additional lease liability totaling of $1,268,089, representing the present value of the lease
payments discounted using an effective interest rate of 7.47% and a corresponding right-of-use asset of $1,268,089. The lease expires
in January 2028 and contains one three-year option to renew. The lease is guaranteed by a co-founder.
The Company has two
other leases—one that expired in January 2023 and one that expires in February 2025. The leases generally provide for annual
increases based on a fixed amount and generally require the Company to pay real estate taxes, insurance, and repairs. Both leases
are guaranteed by a co-founder.
The following
is a summary of total lease costs during the three months and nine months ended September 30, 2023 and 2022:
Schedule of lease cost
| |
|
|
|
|
|
| |
|
|
|
|
|
|
| |
Three
Months Ended September 30, | |
Nine
Months Ended September 30, |
| |
2023 | |
2022 | |
2023 | |
2022 |
Operating
lease cost | |
$ | 187,315 | | |
$ | 198,795 | | |
$ | 562,660 | | |
$ | 561,949 | |
Short-term
lease costs | |
| — | | |
| 450 | | |
| 150 | | |
| 3,077 | |
Variable
lease costs | |
| — | | |
| — | | |
| — | | |
| — | |
Sublease
income | |
| (10,440 | ) | |
| (25,022 | ) | |
| (39,476 | ) | |
| (98,364 | ) |
| |
$ | 176,875 | | |
$ | 174,223 | | |
$ | 523,334 | | |
$ | 466,662 | |
The
weighted-average remaining lease term was 4.78 years and 5.49 years as of September 30, 2023 and December 31, 2022, respectively. The
weighted average discount rate was 8.48% and 8.48%, as of September 30, 2023 and December 31, 2022, respectively. Operating cash flows
from the operating leases totaled $116,591 and $115,442 for the three months ended September 30, 2023 and 2022, respectively, and $350,794
and $322,112 for the nine months ended September 30, 2023 and 2022, respectively.
The
total lease liability as of September 30, 2023 and December 31, 2022 was $2,883,217 and $3,220,019, respectively.
The
following is a maturity analysis of the annual undiscounted cash flows of the operating lease liabilities as of September 30, 2023, for
years ending September 30:
Schedule of future minimum lease payment
|
Total |
2024 |
$ |
731,243 |
|
2025 |
|
725,589 |
|
2026 |
|
727,150 |
|
2027 |
|
703,541 |
|
2028 |
|
532,833 |
|
Thereafter |
|
112,569 |
|
Total future minimum lease payments |
$ |
3,532,925 |
|
Less imputed interest |
|
(649,708 |
) |
Total |
$ |
2,883,217
|
|
|
|
|
|
Current lease liability |
$ |
506,743 |
|
Noncurrent lease liability |
|
2,376,474 |
|
Total |
$ |
2,883,217
|
|
Subleases
The Company subleases
office and warehouse space under one of its existing operating leases with similar terms as the Company’s lease agreements.
Because the Company is not relieved of its primary obligations under the original lease, the Company accounts for the subleases
as a lessor. Sublease rental income is recorded based on the contractual rental payments which are not substantially different
from recognition on a straight-line basis over the lease term and totaled $10,440 and $25,022 during the three months ended
September 30, 2023 and 2022, respectively, and $39,476 and $98,364 during the nine months ended September 30, 2023 and 2022,
respectively. As of September 30, 2023 and December 31, 2022, deferred income and a sublease deposit totaled $4,445 and $14,168,
respectively, and is included in accrued expenses and other current liabilities on the accompanying Balance Sheets.
The following
are the total future minimum sublease payments as of September 30, 2023:
Schedule of
future minimum sublease payments
Twelve months ending September
30, |
|
|
|
2024 |
$ |
42,491 |
|
2025 |
|
17,922 |
|
Total future minimum lease
payments |
$ |
60,413 |
|
Litigation
The
Company may be involved from time to time in litigation or claims arising in the ordinary course of its business. While the ultimate
liability, if any, arising from these claims cannot be determined with certainty, the Company believes that the resolution of any such
matters will not likely have a material adverse effect on the Company’s financial statements.
On
November 22, 2022, Expion360 Inc. (the “Company”) received notice of a complaint (the
“Complaint”) filed against it in Oregon state court by Ravi Sinha. The Complaint alleges, inter alia,
that Mr. Sinha is entitled to 282,284 shares of the Company’s common stock, or in the alternative, $300,000 plus interest in connection
with services he previously rendered the Company as its chief executive officer. On March 21, 2023, the Company entered into a settlement
agreement with Mr. Sinha and the matter has been resolved with cash and the issuance of common stock (see Note 10 – Stockholders’
Equity in Item 1 – Financial Statements of Part I – Financial Information).
10.
Stockholders’ Equity
The
Company is authorized to issue an aggregate of 220,000,000 shares of capital stock, par value $0.001 per share, consisting
of 200,000,000 shares of common stock and 20,000,000 shares of preferred stock. On March 31, 2023, at the closing price of $4.84 per
share, the Company issued 52,000 shares of common stock as part of the settlement agreement with Mr. Sinha dated March 21, 2023. As of
September 30, 2023 and December 31, 2022, 6,910,717 and 6,802,464 shares, respectively, of common stock were issued and outstanding.
No shares of preferred stock have been issued.
A
holder of common stock is entitled to one vote for each share of common stock. The holders of common stock have no conversion, redemption
or preemptive rights and shall be entitled to receive dividends when, as, and if declared by the board of directors. Upon dissolution,
liquidation, or winding up of the Company, after payment or provision for payment of debts and other liabilities of the Company, subject
to the rights, if any, of the holders of any class or series stock having a preference over the right to participate with common stock
with respect to the distribution of assets of the Company upon such dissolution, liquidation, or winding up of the Company, the holders
of common stock shall be entitled to receive the remaining assets of the Company available for distribution to its stockholders ratably
in proportion to the number of shares of common stock held.
Since
no shares of preferred stock have been issued, no rights and privileges of preferred stockholders have been defined.
Initial Public
Offering
On
April 1, 2022, the Company completed an initial public offering (“IPO”). A total of 2,466,750 shares of common stock were
sold at $7.00 per share in the IPO, for total gross proceeds of $17,267,250. The Company incurred IPO costs of $2,494,763 resulting in
net proceeds of $14,772,487. Additionally, during the year ended December 31, 2022, the Company issued 35,714 shares of common stock
at $7.00 per share to an outside third party in exchange for IPO services. The fair value of the shares of $249,998 were recorded as
an increase to common stock of $36 (35,714 shares at $.001 par value) and additional paid in capital of $249,962 and a corresponding
reduction to additional paid in capital of $249,998, resulting in a net decrease in additional paid in capital of $36.
Warrants/Options
On August 10, 2023,
the Company issued 25,000 warrants to their investor relations firm in accordance with a letter of engagement signed July 22, 2022,
to purchase 25,000 shares of common stock at an exercise price of $5.00 per share. The warrants expire 2 years from date of grant
(August 9, 2025). The fair value of the warrants was determined at date of issuance using the Black-Scholes option-pricing model
and following assumptions: per share price of common stock on date of grant $5.20, expected dividend yield of 0%, expected volatility
of 88%, risk-free interest rate of 4.82% and expected life based on contractual life of 2 years. The fair value of $65,046
was recorded as an increase in additional paid-in capital and expensed to Legal and Professional Services.
On
April 1, 2022, the Company issued warrants to IPO underwriters to purchase 148,005 shares of common stock at an exercise price of $9.10
per share. The warrants are exercisable 180 days after grant (September 27, 2022) and expire 5 years from date of grant (March 31, 2027).
The fair value of the warrants was determined at date of issuance using the Black-Scholes option-pricing model and the following assumptions:
per share price of common stock on date of grant of $7, expected dividend yield of 0%, expected volatility of 110.03%, risk-free interest
rate of 2.55% and expected life based on contractual life of 5 years. The fair value of $916,238 was recorded as an increase in additional-paid-in
capital and a reduction to additional paid-in capital since the warrants were issued as IPO fees to underwriters, resulting in a zero
impact to additional paid-in capital.
During
the nine months ended September 30, 2023, 15,000 warrants exercisable at $3.32 per share were exercised on a cash basis which resulted
in the issuance of 15,000 shares of common stock. In addition, 22,606 warrants exercisable at $3.32 per share were exercised using the
cashless conversion option, which resulted in the issuance of 10,151 shares of common stock. This leaves 521,825 warrants remaining with
an exercise price of $3.32.
During
the nine months ended September 30, 2023, 73,000 warrants exercisable at $2.90 per share were exercised using the cashless conversion
option which resulted in the issuance of 31,102 shares of common stock. This leaves 78,000 warrants remaining with an exercise price
of $2.90.
As of September
30, 2023 and December 31, 2022, a total of 772,830 and 858,436 warrants were issued and outstanding, respectively. As of September
30, 2023 and December 31, 2022, a total of 30,000 options, which were not issued under a specified plan, were outstanding. As of
September 30, 2023, below is a summary of the various warrants/options issued and outstanding:
Schedule of various warrants/options issued and outstanding
Number
of warrants/non-plan options
|
Exercise Price |
Weighted Average Remaining
Life (Yrs) |
25,000 |
$5.00 |
1.86 |
521,825 |
$3.32 |
8.15 |
78,000 |
$2.90 |
1.11 |
30,000 |
$3.32 |
1.11 |
148,005 |
$9.10
|
3.50 |
802,830 |
|
|
Stock Option Plans
As of September 30,
2023, the Company had adopted two stock-based compensation plans, the 2021 Incentive Award Plan and the 2021 Employee Stock Purchase
Plan, both of which are described below and became effective upon the initial public offering. On May 2, 2022, the Company granted
829,500 options and on August 23, 2023, the Company granted 245,500 options and 48,780 restricted stock units (“RSUs”)
under the 2021 Incentive Award Plan. No shares have been issued to date under the 2021 Employee Stock Purchase Plan. The compensation
cost that has been charged against operations was $2,114,529 for the year ended December 31, 2022 and $124,785 for the three months
ended September 30, 2023.
2021 Incentive Award Plan
The purpose of the
Company’s 2021 Incentive Award Plan is to enhance the Company’s ability to attract, retain and motivate persons who
make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities.
Various stock-based awards may be granted under the plan to eligible employees, consultants, and non-employee directors. The number
of shares issued under the plan is subject to limits and is adjusted annually. No more than 1,000,000 shares may be issued pursuant
to the exercise of incentive stock options. The aggregate share limit will be subject to an annual increase on the first day of
each calendar year ending on and including January 1, 2031, by a number of shares equal to the lesser of (i) a number equal to
5% of the aggregate number of shares of the Company's common stock outstanding on the final day of the immediately preceding calendar
year and (ii) such smaller number of shares as is determined by the Company's board or committee. As of September 30, 2023, the
aggregate number of shares that can be issued under the Plan is 1,199,623, of which 1,075,000 options and 48,780 RSUs have been
granted. The number of shares granted, the exercise price, and the terms will be determined at date of grant; however, the exercise
price shall not be less than 100% of the fair value on the grant date (110% for options granted to greater than 10% stockholders)
and the term shall not exceed ten years.
2021 Employee Stock Purchase Plan
The
purpose of the Company’s 2021 Employee Stock Purchase Plan is to assist eligible employees of the Company in acquiring a stock
ownership in the Company and to help such employees provide for their future security and to encourage them to remain in the employment
of the Company. The plan consists of a Section 423 Component and Non-Section 423 Component. The Section 423 Component is intended to
qualify as an employee stock purchase plan and also authorizes the grant of options. Options granted under the Non-Section 423 Component
shall be granted pursuant to separate offerings containing sub-plans. The Company may make one or more offerings under the plan. The
duration and timing of each offering period may be established or changed by the board, but in no event may an offering period exceed
27 months and in no event may the purchase period for the option exceed the duration of the offering period under which it is established.
On each exercise date for an offering period, each participant shall automatically be deemed to have exercised the option to purchase
the largest number of whole shares which can be purchased under the offering. Option awards are generally granted with an exercise price
equal to 85% of the lesser of the fair market value of a share on (a) the applicable grant date and (b) the applicable exercise date,
or such other price as designated by the administrator, provided that in no event shall the option price be less that the per share par
value price. The maximum number of shares granted under the plan shall not exceed 2,500,000 shares.
The
fair value of each option is estimated on the date of grant using the Black-Scholes option pricing model. The option-pricing model requires
a number of assumptions, of which the most significant are the expected stock price volatility and the expected option term. Expected
volatility was calculated based upon similar traded companies’ historical share price movements as adequate historical experience
is not available to provide a reasonable estimate. Expected term is calculated based on the simplified method as adequate historical
experience is not available to provide a reasonable estimate. The simplified method will continue to apply until enough historical experience
is available to provide a reasonable estimate of the expected term. The risk-free interest rate is calculated based on the yield from
U.S. Treasury zero-coupon bonds with an equivalent term. The Company has historically not paid dividends and have no foreseeable plans
to pay dividends.
The
Company has computed the fair value of all options granted during the year ended December 31, 2022 using the following assumptions:
Schedule of assumptions used
Expected
volatility |
|
|
109.48% - 113.32% |
Expected
dividends |
|
|
None |
Expected
term (in years) |
|
|
2.5 – 5.01 |
Risk free
rate |
|
|
2.83% – 3.01% |
The
Company has computed the fair value of the 245,500 options granted during the nine months ended September 30, 2023 using the following
assumptions:
Expected
volatility | |
| 105 | % |
Expected
dividends | |
| None |
Expected
term (in years) | |
| 6.0 |
Risk
free rate | |
| 4.33% |
The following table
summarizes the Company’s stock option activity under the 2021 Incentive Plan:
Schedule of stock option activity
(in thousands
except number of options and per options data) |
|
Number
of options |
|
|
|
Weighted
average exercise price |
|
|
|
Weighted
average remaining contractual term (in years) |
|
|
|
Aggregate
intrinsic value (1) |
|
Outstanding at beginning of period |
|
829,500 |
|
|
$ |
3.43 |
|
|
|
8.76 |
|
|
|
— |
|
Granted |
|
245,500 |
|
|
|
4.92 |
|
|
|
— |
|
|
|
— |
|
Exercised |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Forfeited |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Outstanding at end of period |
|
1,075,000 |
|
|
$ |
3.77 |
|
|
|
9.02 |
|
|
$ |
567,595 |
|
Exercisable at end of period |
|
829,500 |
|
|
$ |
3.43 |
|
|
|
7.51 |
|
|
$ |
567,595 |
|
|
(1) |
The aggregate intrinsic
value of options outstanding and options exercisable at beginning of period is $0, as all options are out of the money. |
During the three months ended
September 30, 2023 and 2022, the weighted-average grant-date fair value of the options granted to employees and non-employees was $998,924
and $1,847,193, respectively. Unrecognized compensation expense related to employees was $234,737 as of September 30, 2023. The options
granted in May 2022 were vested 100% at time of grant. The options granted in August 2023 began to vest in equal quarterly installments
beginning September 30, 2023 and ending June 30, 2026.
The following table
summarizes the Company’s restricted stock unit (“RSU”) activity under the 2021 Incentive Plan:
Share-Based
Payment Arrangement, Restricted Stock Unit, Activity
(in thousands
except number of options and per options data) |
|
Number
of restricted stock awards |
|
|
|
|
|
|
Weighted
average grant-date fair value |
Nonvested at beginning of year |
|
— |
|
|
$ |
|
|
|
— |
Granted |
|
48,780 |
|
|
|
|
|
|
239,998 |
Vested |
|
— |
|
|
|
|
|
|
— |
Forfeited |
|
— |
|
|
|
|
|
|
— |
Nonvested at end of year |
|
48,780 |
|
|
$ |
|
|
|
239,998 |
There
was $0.2 million of total unrecognized compensation cost related to non-vested RSUs that are expected to be recognized over a period
of up to 0.70 years.
Common Stock Reserved
for Future Issuance
The
following is a summary of common stock shares reserved for future issuance as of September 30, 2023:
Schedule of common stock shares reserved for future issuance
|
|
|
|
|
Exercise
of warrants |
|
|
772,830 |
|
Exercise
of options unrelated to any Plan |
|
|
30,000 |
|
Exercise
of stock options – 2021 Incentive Award Plan |
|
|
1,075,000 |
|
Exercise
of restricted stock units – 2021 Incentive Award Plan |
|
|
48,780 |
|
Total
shares of common stock reserved for future issuances |
|
|
1,926,610 |
|
11.
Income Taxes
The Company
has incurred losses and consequently recorded no provision beyond the minimum or base tax rate for state or federal income taxes
for the three or nine months ended September 30, 2023. The Company maintains a full valuation allowance on all deferred tax assets,
as it has concluded that it is more likely than not that these assets will not be realized. As of September 30, 2023 and December
31, 2022, there were no material unrecognized tax benefits included in the accompanying balance sheets that would, if recognized,
affect the effective tax rate. For the three months ended September 30, 2023, the Company accrued $1,380 for 2023 state income
taxes, and for the three months ended September 30, 2022, the Company accrued and incurred state taxes of $0. For the nine months
ended September 30, 2023, the Company has net state tax expenses totaling $1,341 due to a small refund, and for the nine months
ended September 30, 2022, the Company incurred state taxes of $300.
12.
401(k) Plan
The
Company adopted a 401(k) Plan (“Plan”) for the benefit of its employees. Employees may contribute to the Plan within defined
limits as defined by the Internal Revenue Service. Substantially all employees are eligible to participate. The Company has the option
to make profit sharing contributions at its discretion. No profit-sharing contributions have been made.
13.
Related Party Transactions
As
of September 30, 2023 and December 31, 2022, related party transactions consisted of Stockholder Promissory Notes (see Note 8 –
Stockholder Promissory Notes in Item 1 – Financial Statements of Part I – Financial Information).
14.
Subsequent Events
The
date to which events occurring after September 30, 2023, the date of the most recent Balance Sheets, have been evaluated for possible
adjustment to the financial statements or disclosures is November 7, 2023, which is the date the financial statements were issued.
On
October 13, 2023, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”) during which the Company’s
stockholders approved an amendment to the Company’s 2021 Incentive Award Plan to increase by 250,000 the number of shares of Common
Stock authorized for issuance under the plan. The Company filed an 8-K related to the results of the Annual Meeting on October 16, 2023.
On
October 12, 2023, the Company filed an 8-K related to a published press release introducing a pilot program to offer transformative solar
and energy storage solutions in partnership with REPM Corp.
ITEM 2. MANAGEMENT’S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The
following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited
interim financial statements and related notes for the three and nine months ended September 30, 2023 and 2022 included elsewhere in
this Quarterly Report on Form 10-Q (“Quarterly Report”) as well as our audited financial statements and related notes for
the fiscal years ended December 31, 2022 and 2021, included in our Annual Report on Form 10-K for the year ended December 31, 2022, filed
with the SEC on March 30, 2023 (the “2022 Form 10-K”). Our future financial condition and results of operations, as well
as any forward-looking statements, are subject to inherent risks and uncertainties that may adversely impact our operations and financial
results. These risks and uncertainties are discussed in this Quarterly Report, including in Item 1A “Risk Factors” of Part
II Other Information and “Cautionary Notice Regarding Forward-Looking Statements” below. Percentage amounts included in this
section have not in all cases been calculated on the basis of rounded figures, but on the basis of such amounts prior to rounding. For
this reason, percentage amounts in this section may vary from those obtained by performing the same calculations using the figures in
our consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. Certain other amounts that appear in
this section may not sum due to rounding.
OVERVIEW
We
focus on the design, assembly, manufacturing, and sales of lithium iron phosphate (LiFePO4) batteries and supporting accessories
for recreational vehicles (“RVs”) and marine applications with plans to expand into home energy storage products and
industrial applications. We design, assemble, and distribute high-powered, lithium battery solutions using ground-breaking concepts
with a creative sales and marketing approach. We believe that our product offerings include some of the most dense and minimal-footprint
batteries in the RV & Marine industry. We are developing the e360 Home Energy Storage: a system that we expect to significantly
change the industry in barrier price, flexibility, and integration. We are deploying multiple IP strategies with cutting-edge
research and unique products to sustain and scale the business. We currently have customers consisting of dealers, wholesalers,
private label customers and original equipment manufacturers who are driving revenue and brand awareness nationally.
Our corporate
headquarters are based in Redmond, Oregon, with assembly in the United States and suppliers based in Asia and Europe. We
are currently in the process of building out manufacturing capacity at our corporate headquarters. Our long-term target is to
onshore the manufacturing of most of our components and assemblies, including cell manufacturing, to the United States.
Our
main target markets are currently the RV & Marine industry. We believe that we are well positioned to capitalize on the rapid market
conversion from lead-acid to lithium batteries as the primary method of power sourcing in these industries. Additional focus markets
include home energy storage, where we aim to provide a cost-effective, low barrier of entry, flexible system for those looking to power
their homes via solar energy, wind, or grid back-up. Along with RV/Marine and home energy storage markets, we aim to provide additional
capacities to the ever-expanding electric forklift and industrial material handling markets.
Expion360’s
e360 product line, which is manufactured for the RV/Marine industry, was launched in December 2020. The e360 product line,
through its rapid sales growth, has shown to be a preferred conversion solution for lead-acid batteries. We believe that our
e360 Home Energy Storage system, currently under development, will have strong revenue potential with recurring income
opportunities for us and our associated sales partners.
Our products provide
numerous advantages for various industries that are looking to migrate to lithium-based energy storage. They incorporate detailed-oriented
design and engineering; strong case materials, internal, and structural layouts; and are backed by responsive customer service.
COMPETITIVE STRENGTHS
We
believe the following strengths differentiate Expion360 and create long-term sustainable competitive advantages.
Superior Capacity to Lead
Acid Competitors
Lead-acid batteries
have always been the standard in RV and marine transportation vehicles. Our lithium-ion batteries offer superior capacity to our
lead-acid competitors. Our batteries utilize lithium iron phosphate, and therefore, are expected to have a lifespan of approximately
12 years — three to four times that of certain lead-acid batteries and with ten times the number of charging cycles. Furthermore,
our typical battery provides three times the power of the typical, lead-acid battery despite being half the weight (comparing,
for example, a typical lead-acid battery like Renogy Deep Cycle AGM, which is rated at 100Ah, to our own LFP 100Ah battery and
assuming slow discharge at a .1C rate).
In
addition, in September of 2023, Expion360 introduced a new 4.5 Ah 26650 lithium-ion phosphate battery cell. This will allow us to increase
energy density by over 32% compared to traditional 3.4 Ah 26650 cells. The 12 volt 450 Ah battery was introduced in September 2023 as
our first e360 battery incorporating our 4.5 Ah cell technology.
Battery Pack Flexibility
Our battery packs
are also highly flexible, designed to be moved and used in various applications seamlessly. We plan to onshore our semi-automated
pack assembly in Redmond, Oregon. The initial equipment has arrived and subject to market conditions, we are working on the setup
and development of additional equipment to automate the line. This should allow us to use a more flexible approach to forming
and creating new battery packs. By onshoring, we expect to be able to react to market demands at a much quicker pace and increase
profit levels over our competition.
Long-time RV and Marine Industry
Experience and Relationship
Expion360 is managed
by a team with a strong track record in the RV and clean energy spaces. John Yozamp, Co-Founder of Expion360, pioneered multiple
new recreational concepts in the RV industry. As the founder and previous owner of Zamp Solar, he has extensive relationships in
the RV OEM industry. In addition, our co-founders own significant equity in the Company, signaling a strong commitment and personal
investment.
Expansion into New Markets
While RV
and marine applications currently drive revenue, Expion360 has plans to expand into the home energy market, expected to occur
in the coming year. Our e360 Home Energy Storage System is planned to target entry- level customers with its
modular design allowing for easy expansion.
In furtherance
of our vision of stored energy, in January 2023, Expion360 introduced two portable power generator products: the AURA POWERCAP™
600 and AURA POWERCAP™ 800 (together, the “Aura”). The AURA POWERCAP™ 600 is designed to fit and convert
any one of Expion360’s group 24 lithium batteries into a 600W mobile power station while the AURA POWERCAP™ 800 is
designed to fit and convert any one of Expion360’s group 27 lithium batteries into an 800W mobile power station. The Aura’s
proprietary patent pending design allows the AURA POWERCAP™ 600 to join seamlessly to 60Ah, 80Ah, and 95Ah Expion360 batteries
and the AURA POWERCAP™ 800 to join to 100Ah and 120Ah Expion360 batteries. The AURA POWERCAP™ 600 and AURA POWERCAP™
800 are an exclusive fit to Expion360 batteries and will not fit other brands. The AURA POWERCAP™ 600 and AURA POWERCAP™
800 contain beneficial features and functions for a compact portable power unit, including the ability to recharge the battery
from the input charge port using the included 7 Amp household charger and the ability to recharge remotely with Expion360’s
lightweight portable solar panel options, which are sold separately.
Additionally,
in June 2023, Expion360 unveiled e360 SmartTalk, an innovative mobile app that allows the seamless integration and management of e360
Bluetooth enabled lithium iron phosphate (LiFePO4) batteries. The technology enables users to wirelessly monitor and manage e360 batteries,
providing a view of individual battery conditions and performance as well as a comprehensive view of an entire power bank consisting
of multiple e360 batteries. The 48 Volt GC2 LiFePO4 battery was also introduced in June 2023 as our first e360 SmartTalk Battery for
powering electric golf carts and other light electric vehicles (LEVs).
Strong National Retail Customers and
Distribution Channels
Expion360
has sales relationships with many major RV retailers and with marine retailers and plans to use what we believe is a strong reputation
in the lithium battery space to create an even stronger distribution channel. The Company’s Co-Founder, John Yozamp, has used his
decades of experience in the energy and RV industries to cultivate relationships with numerous retailers in the space. Expion360 has
already established a sales relationship with several large retail customers, including Camping World, a leading national RV retailer,
as well as Meyer Distributing, a distributor of aftermarket RV parts.
RECENT DEVELOPMENTS
AND TRENDS
Key Factors Affecting Our Operating
Results
Our operating results
and financial performance are significantly dependent on the following factors:
Consumer Demand
Although
most of our current sales are generated through dealers, wholesalers and original equipment manufacturers (“OEM”) focused
on the RV and marine markets, ultimate demand for our products is reliant on demand from consumers. Our sales are completed on a purchase
order basis, and most are without firm, long-term revenue commitments or sales arrangements, which we expect to continue going forward.
Therefore, our future sales will be subject to risks and uncertainties related to end user demand.
Demand from end users
is affected by a number of factors which may include fuel costs, overall macroeconomic conditions, and travel restrictions (resulting
from COVID-19 or otherwise). During the COVID-19 pandemic, the increased adoption of the RV lifestyle benefited battery suppliers.
However, more recently we have seen a rise in fuel costs, higher interest rates, and other changes in macroeconomic conditions
which have created a decrease in end user spending decisions which is affecting our markets. These conditions could have a negative
effect on our business.
While RV and marine
applications drive current revenues, Expion360 has plans to expand into the home energy market, expected to occur in the coming
year. Our e360 Home Energy Storage system is planned to target entry level customers with its modular design that will allow for
easy expansion. We see the vision of stored energy as a portable, moving concept, where stored energy can be transported from the
home to other devices outside of it. The success of our strategy requires (1) continued growth of these addressable markets in
line with our expectations and (2) our ability to successfully enter these markets. We expect to incur significant marketing costs
understanding these new markets, and researching and targeting customers in these end markets, which may not result in sales. If
we fail to execute on this growth strategy in accordance with our expectations, our sales growth would be limited to the growth
of existing products and existing end markets.
Manufacturing
and Supply Chain
Our batteries are manufactured
by multiple third-party manufacturers located in China, who also produce our battery cells. We then assemble and package the batteries
in the United States for sale to our customers. While we do not have long-term purchase arrangements with our third-party manufacturers
and our purchases are completed on a purchase order basis, we have had strong relationships with our third-party manufacturers spanning
many years. Our close working relationships with our China-based third-party manufacturers and cell suppliers, reflected in our ability
to increase our purchase order volumes (qualifying us for related volume-based discounts) and to order and receive delivery of cells in
anticipation of required demand, has helped us moderate increased supply-related costs associated with inflation, currency fluctuations,
and U.S. government tariffs imposed on our imports and to avoid potential shipment delays. We aim to maintain an appropriate level of
inventory to satisfy our expected supply requirements. We believe that we could locate alternative third-party manufacturers to fulfill
our needs.
Our
third-party manufacturers source the raw materials and battery components required for the production of our batteries directly from
third party suppliers that meet our approval and quality standards, and as a result, we may have limited control over the agreed pricing
for these raw materials and battery components. We estimate that raw material costs account for over half of our cost of goods sold.
The costs of these raw materials, particularly lithium-ion batteries, are volatile and beyond our control. Additionally, availability
of the raw materials used to manufacture our products may be limited at times, resulting in higher prices and/or the need to find alternative
suppliers. For example, a global shortage and component supply disruptions of electronic battery components were reported during 2021
and 2022, but it is not currently affecting our supply chain. Our battery cell manufacturers also have joint venture factories outside
of China and have secured sourcing contracts from lithium suppliers in South America and Australia. In addition, the Company has secured
a secondary source for lithium iron phosphate cells used in its batteries from a supplier in Denmark, enabling the Company to source
materials outside of China in the event it becomes necessary to do so.
Product and Customer Mix
We
sell eight models of LiFEPO4 batteries, the AURA POWERCAP, and individual or bundled accessories for battery systems. Our products are
sold to different customers (i.e., dealers, wholesalers, OEMs, etc.) at differing prices and have varying costs. The average selling
price and costs of goods sold for a particular product, will vary with changes in the sales channel mix, volume of products sold, and
the prices of such products sold relative to other products. While we work with our suppliers to limit price and supply cost increases,
our products may see price increases resulting from a rise in supply costs due to currency fluctuations, inflation, and tariffs. Accessory
and OEM sales typically have lower average selling prices and resulting margins which could decrease our margins and therefore negatively
affect our growth or require us to increase the prices of our products. However, the benefits of increased sales volumes typically offset
these reductions. The relative margins of products sold also impact our results of operation. As we introduce new products, we may see
a change in product and sales channel mix which could result in period-to-period fluctuations in our overall gross margin.
Competition
We
compete with both traditional lead-acid and lithium-ion battery manufacturers that primarily either import their products or components
or manufacture products under a private label. As we develop new products and expand into new markets, we may experience competition
with a broader range of companies. These companies may have more resources than us and be able to allocate more resources to their current
and future products. Our competitors may source products or components at a lower cost than us which may require us to evaluate our own
costs, lower our product prices, or increase our sales volume to maintain our expected profitability levels.
Research and Development
We
anticipate that additional investments in our infrastructure and research and development spending will be required to scale our operations
and increase productivity, to address the needs of our customers, to further develop and enhance our service, and to expand into new
geographic areas and market segments.
New
technologies are rapidly emerging in the markets where we conduct business and many new energy storage technologies have been introduced
over the past several years. Our ability to achieve significant and sustained penetration of key developing markets, including the RV
and marine markets, will depend upon our success in developing these and other technologies, either independently, through joint ventures,
or through acquisitions, which in each case may require significant capital and commitment of resources to research and development.
As a result, we may need to raise additional funds for these research and development efforts.
KEY LINE ITEMS
Revenue
The
Company’s revenue is generated from the sale of products consisting primarily of batteries and accessories. The Company recognizes
revenue when control of goods or services is transferred to its customers in an amount that reflects the consideration it is expected
to be entitled to in exchange for those goods or services. Materially, all of our sales are within the United States.
Cost of Sales
Our primary
cost of sales as a percentage of sales is related to our direct product and landing costs. Direct labor costs consist of payroll
costs (including taxes and benefits) of employees directly engaged in assembly activities. Per full absorption cost accounting,
overhead related to our cost of sales is added, consisting primarily of warehouse rent and utilities. The costs can increase or
decrease based on costs of product and assembly parts (purchased at market pricing), customer supply requirements, and the amount
of labor required to assemble a product, along with the allocation of fixed overhead.
Selling, General and
Administrative Expenses
Selling,
general and administrative expenses consist primarily of salaries, benefits, and sales and marketing costs. Other costs include facility
and related costs, professional fees and other legal expenses, consulting, and tax and accounting services.
Interest and Other
Income, net
Interest
expense consists of interest costs on loans with interest rates ranging from 3.75% to 10.0% and amortization of debt issuance costs.
As of September 30, 2023, all debt issuance costs have been fully amortized.
Provision for
Income Taxes
The
Company is subject to corporate federal and state income taxes. Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their
respective tax basis. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using the enacted
tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment
date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. Deferred
tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all
of the deferred tax assets will not be realized.
The
Company has adopted the provisions in ASC 740, Income Taxes, related to accounting for uncertain tax positions. It requires that the
Company recognize the impact of a tax position in the financial statements if the position is more likely than not to be sustained upon
examination and on the technical merits of the position. Management has concluded that there were no material unrecognized tax benefits
as of September 30, 2023 or December 31, 2022.
The
Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had
no accrual for interest or penalties on the Company’s balance sheet at September 30, 2023 or December 31, 2022 and recognize interest
and/or penalties in the statement of operations for the years ended September 30, 2023 and 2022, since there are no material
unrecognized tax benefits. Management believes no material change to the amount of unrecognized tax benefits will occur within the next
twelve months.
Off-Balance Sheet
Arrangements
We
have no material off-balance sheet arrangements.
RESULTS OF OPERATIONS
The following table
sets forth certain operational data as a percentage of sales:
| |
Three Months
Ended | |
Nine Months
Ended |
| |
September
30, | |
September
30, |
| |
2023 | |
2022 | |
2023 | |
2022 |
Net
sales | |
| 100.0 | % | |
| 100.0 | % | |
| 100.0 | % | |
| 100.0 | % |
Cost of sales | |
| 75.0 | | |
| 70.9 | | |
| 73.2 | | |
| 65.7 | |
Gross
profit | |
| 25.0 | | |
| 29.1 | | |
| 26.8 | | |
| 34.3 | |
Selling,
general, and administrative expenses | |
| 121.2 | | |
| 120.2 | | |
| 124.2 | | |
| 112.9 | |
Loss
from operations | |
| (96.2 | ) | |
| (91.0 | ) | |
| (97.5 | ) | |
| (78.5 | ) |
Other
expense — net | |
| (0.3 | ) | |
| 1.5 | | |
| 5.4 | | |
| 27.1 | |
Loss
before income taxes | |
| (95.9 | ) | |
| (92.5 | ) | |
| (102.9 | ) | |
| (105.7 | ) |
Net
loss | |
| (96.0 | ) | |
| (92.5 | ) | |
| (102.9 | ) | |
| (105.7 | ) |
Sales, net
Sales,
net for the three months ended September 30, 2023 increased by $507,000, or 36.7%, compared to the three months ended September 30, 2022.
Sales were $1.4 million for the three months ended September 30, 2022 and $1.9 million for the three months ended September 30, 2023.
The
increase for the three-month period was primarily attributable to our expanded relationships with OEMs and integration partners.
Sales,
net for the nine months ended September 30, 2023 decreased by $619,000, or 10.8%, compared to the nine months ended September 30, 2022.
Sales were $5.7 million for the nine months ended September 30, 2022 and $5.1 million for the nine months ended September 30, 2023.
The decrease for
the nine-month period was primarily attributable to a large initial stocking order for one of our resellers which was fulfilled
in the first and second quarters of 2022. Additionally, the second quarter of 2022 included back orders that were fulfilled with
inventory purchased with IPO proceeds.
Cost of Sales
Total
cost of sales for the three months ended September 30, 2023 increased by $437,000, or 44.6%, compared to the three months ended September
30, 2022. Cost of sales were $980,000 for the three months ended September 30, 2022 and $1.4 million for the three months ended September
30, 2023. Cost of sales as a percentage of sales increased by 4.1% in that period.
The percentage increase
in cost of sales as a percentage of sales for the three-month period was primarily due to changes in our product mix that resulted in
reduced margins, the purchase of tooling and molds to continue intellectual property development, and increased warehouse capacity needs.
Total cost of sales for
the nine months ended September 30, 2023 decreased by $18,000, or 0.5%, compared to the nine months ended September 30, 2022. Cost of
sales were $3.8 million for the nine months ended September 30, 2022 and $3.8 million for the nine months ended September 30, 2023. Cost
of sales as a percentage of sales increased by 7.6% in that period.
The percentage increase in cost
of sales as a percentage of sales for the nine-month period was primarily related to the lower sales volume resulting in lower absorption
of our fixed facilities costs and labor, along with changes in product mix related to sales, discount levels related to specific customer
groups, purchases of tooling and molds, and supplier and shipping costs, which the Company is currently monitoring.
Gross Profit
Our gross profit
for the three months ended September 30, 2023 increased by $70,000, or 17.3%, compared to the three months ended September 30, 2022. Gross
profit was $403,000 for the three months ended September 30, 2022 and $473,000 for the three months ended September 30, 2023. Gross profit
as a percentage of sales decreased by 4.1% for that period, from 29.1% for the three months ended September 30, 2022 to 25.0% for
the three months ended September 30, 2023.
The decrease in gross profit
as a percentage of sales for the three-month period was primarily attributable to changes in our product mix that resulted in reduced
margins, the purchase of tooling and molds to continue intellectual property development, and increased warehouse capacity needs.
Our gross profit for the
nine months ended September 30, 2023 decreased by $601,000, or 30.5%, compared to the nine months ended September 30, 2022. Gross profit
was $2.0 million for the nine months ended September 30, 2022 and $1.4 million for the nine months ended September 30, 2023. Gross profit
as a percentage of sales decreased by 7.6% for that period, from 34.3% for the nine months ended September 30, 2022 to 26.8% for the nine
months ended September 30, 2023.
The decrease in gross profit as
a percentage of sales for the nine-month period was primarily attributable to the lower sales volume resulting in lower absorption of
our fixed facilities costs and labor, along with changes in product mix related to sales, discount levels related to specific customer
groups, purchase of tooling and molds, and supplier and shipping costs, which the Company is currently monitoring.
Selling, General and Administrative Expenses
Selling, general and administrative
expenses increased by $629,000, or 37.8%, compared to the three months ended September 30, 2022. Selling, general and administrative expenses
were $1.7 million for the three months ended September 30, 2022 compared to $2.3 million for the three months ended September 30, 2023.
Selling, general and administrative
expenses decreased by $116,000, or 1.8%, compared to the nine months ended September 30, 2023. Selling, general and administrative expenses
were $6.5 million for the nine months ended September 30, 2022 compared to $6.4 million for the nine months ended September 30, 2023.
The change in the three months
ended September 30, 2023 is primarily due to increases in salary and benefits, legal and professional, and research and development. A
significant portion of our increased research and development expense was related to new product development, such as our new home energy
storage solution and our most energy dense 4.5 Ah battery cell which we introduced in the third quarter of 2023. The change in the nine
months ended September 30, 2023 is primarily due to a decrease in non-cash stock-based compensation under salary and benefits, which was
partially offset by an increase in legal and professional services, research and development, and sales and marketing.
Presented
in the table below is the composition of selling, general and administrative expenses:
| |
Three
Months Ended September 30, | |
Nine
Months Ended September 30, |
| |
2023 | |
2022 | |
2023 | |
2022 |
Salaries
and benefits | |
$ | 922,110 | | |
$ | 723,225 | | |
$ | 2,547,848 | | |
$ | 4,153,793 | |
Legal
and professional | |
| 586,183 | | |
| 255,726 | | |
| 1,608,428 | | |
| 518,258 | |
Sales
and marketing | |
| 238,163 | | |
| 215,994 | | |
| 690,995 | | |
| 527,732 | |
Research
and development | |
| 145,111 | | |
| 41,355 | | |
| 316,369 | | |
| 153,730 | |
Rents,
maintenance, utilities | |
| 137,390 | | |
| 158,640 | | |
| 432,191 | | |
| 469,437 | |
Software,
fees, tech support | |
| 62,795 | | |
| 51,633 | | |
| 167,976 | | |
| 127,694 | |
Travel
expenses | |
| 51,298 | | |
| 85,564 | | |
| 159,438 | | |
| 158,718 | |
Depreciation | |
| 47,033 | | |
| 44,112 | | |
| 135,480 | | |
| 107,005 | |
Insurance | |
| 43,513 | | |
| 41,676 | | |
| 110,055 | | |
| 81,077 | |
Supplies,
office | |
| 11,719 | | |
| 31,796 | | |
| 50,431 | | |
| 118,764 | |
Other | |
| 45,640 | | |
| 12,284 | | |
| 144,303 | | |
| 63,746 | |
Total | |
$ | 2,290,955 | | |
$ | 1,662,005 | | |
$ | 6,363,514 | | |
$ | 6,479,954 | |
Other (Income) / Expense
Our other (income)/expense
for the three months ended September 30, 2023 and 2022 was ($6,000) and $20,000, respectively. Other income for the three
months ended September 30, 2023 was made up of interest income related to investments and interest expense related to debt.
Other expense for the three months ended September 30, 2022 was made up almost entirely of interest expense related to debt,
partially offset by gains on sale of property and equipment.
Our other (income)
/ expense for the nine months ended September 30, 2023 and 2022 was $276,000 and $1.6 million, respectively. Other (income)
/ expense for the nine months ended September 30, 2023 was made up almost entirely of interest income related to investments,
interest expense related to debt, and settlement expense. Other expense for the nine months ended September 30, 2022 was made
up almost entirely of interest expense of debt obligations and the amortization of debt discount.
During
the three months ended September 30, 2023 and 2022, non-cash amortization of debt discount totaled $0 and $0, respectively. Interest
expense attributable to debt obligations totaled $27,000 and $34,000 during the three months ended September 30, 2023 and 2022, respectively.
During the nine months ended September 30, 2023 and 2022, non-cash amortization of debt discount totaled $0 and $1.20 million, respectively.
Interest expense attributable to debt obligations totaled $92,000 and $375,000 during the nine months ended September 30, 2023 and 2022,
respectively.
In
April 2022, with the use of proceeds from the IPO, the Company paid off approximately $2.46 million in debt with interest rates ranging
from 10 to 15%.
Net Loss
Our net loss for
the three months ended September 30, 2023 and 2022 was $1.8 million and $1.3 million, respectively. Our net loss for the nine
months ended September 30, 2023 and 2022 was $5.3 million and $6.1 million, respectively. The increase in net loss for the three
months ended September 30, 2023 was primarily due to increases in legal and professional fees, salary and benefits, and research
and development. The decrease in net loss for the nine months ending September 30, 2023 was primarily the result of decreased
interest expense, and salary and benefits, which were partially offset by an increase in legal and professional fees. Within other
expenses, for the nine months ended September 30, 2023, the Company recognized $281,680 in non-cash stock-based settlement expenses,
compared to $0 for the period ended September 30, 2022. See Item 1 “Legal Proceedings” of Part II Other Information.
LIQUIDITY AND CAPITAL
RESOURCES
Overview
Our
operations have been financed primarily through net proceeds from the sale of securities and from borrowings. As of September 30, 2023
and December 31, 2022, our current assets exceeded current liabilities by $5.9 million and $10.8 million, respectively, and we had cash
and cash equivalents of $2.9 million and $7.2 million, respectively. On April 1, 2022, we closed our initial public offering which resulted
in approximately $14.8 million of net proceeds.
We generally consider
our short-term liquidity requirements to consist of those items that are expected to be incurred within the next twelve months
and believe those requirements to consist primarily of funds necessary to pay operating expenses, interest and principal payments
on our debt, and capital expenditures related to assembly line expansion.
As of
September 30, 2023, we expect our short-term liquidity requirements to include (a) approximately $270,000 of capital
additions; (b) principal debt payments totaling approximately $675,000; and (c) lease obligation payments of approximately
$731,000, including imputed interest.
We
generally consider our long-term liquidity requirements to consist of those items that are expected to be incurred beyond the next twelve
months.
The Company’s
activities are subject to significant risks and uncertainties, including failing to secure additional funding before the Company
achieves sustainable revenues and profit from operations. The Company expects to continue to incur additional losses for the foreseeable
future, and the Company may need to raise additional debt or equity financing to expand its presence in the marketplace, develop
new products, achieve operating efficiencies, and accomplish its long-term business plan over the next several years. There can
be no assurance as to the availability or terms upon which such financing and capital might be available. For the three and nine
months ended September 30, 2023 and 2022, respectively, the Company sustained recurring losses and negative cash flows from operations.
These factors raise substantial doubt about the Company’s ability to continue as a going concern within twelve months after
the date that the financial statements for the period ended September 30, 2023 are issued. However, management is working to address
its cash flow challenges, including raising additional capital, managing inventory levels, identifying alternative supply chain
resources, and managing operational expenses. See also the risk factor entitled “Our audited financial statements include
a statement that there is a substantial doubt about our ability to continue as a going concern and a continuation of negative
financial trends could result in our inability to continue as a going concern” in Item 1A, “Risk Factors” of
our 2022 From 10-K.
Financing Obligations
On
April 1, 2022, we closed our initial public offering which resulted in approximately $14.8 million of net proceeds, of which approximately
$2,464,000 was used to pay down principal and accrued interest on high interest-bearing debt.
As of September 30,
2023, the Company’s debt totaled $361,000, comprised of $148,000 outstanding under a COVID-19 Economic Injury Disaster Loan,
$207,000 outstanding under vehicle financing arrangements, and an equipment loan for $7,000. In January 2023, the Company repaid
a vehicle loan with an interest rate of 11.21% in the amount of $89,360 which included principal, interest, and fees. In May 2023,
the Company sold a vehicle including repayment of the related vehicle loan with an interest rate of 5.89% in the amount of $31,568
which included principal and interest. In addition, as of September 30, 2023, the Company had outstanding stockholder
loans totaling $825,000.
Stockholder Promissory
Notes
Unsecured
promissory notes due to stockholders had an outstanding principal balance of $825,000 as of September 30, 2023. The unsecured promissory
notes require monthly interest-only payments at 10% per annum and mature at various dates from January 2024 to December 2024. See Note
8 – Stockholder Promissory Notes in Item 1 – Financial Statements of Part I – Financial Information.
Vehicle Financing
Arrangements
As
of September 30, 2023, the Company has five notes payable to GM Financial for vehicles. In addition, the commercial line
secured in April 2022 for $300,000 was renewed in April 2023 and increased to $350,000. This commercial line may be used to
finance vehicle purchases and expires in April 2024. The notes are payable in aggregate monthly installments of $4,084,
including interest at rates ranging from 5.89% to 7.29% per annum, mature at various dates from October 2027 to May of 2028,
and are secured by the related vehicles. Two of the notes are personally guaranteed by a co-founder of the Company. A
separate vehicle financing note has a current balance outstanding of $16,000, with monthly payments of $508 at an interest
rate of 5.45% and a maturity date of July 2026. See Note 7 – Long-Term Debt in Item 1 – Financial Statements of
Part I – Financial Information.
Cash Flows
The
following table shows a summary of our cash flows for the periods presented:
| |
Nine
Months Ended September 30, |
| |
2023 | |
2022 |
Net
cash provided by / (used in) operating activities | |
$ | (4,207,717 | ) | |
$ | (4,699,620 | ) |
Net cash
provided by / (used in) investing activities | |
$ | 16,578 | | |
$ | (382,779 | ) |
Net cash
provided by / (used in) financing activities | |
$ | (99,209 | ) | |
$ | 12,426,190 | |
Cash flows used in operating activities
Our
largest source of operating cash is cash collection from sales of our products. Our primary use of cash in operating activities are for
increases in inventory purchases, legal and professional services, increased marketing, and research and development. In the last several
years, we have generated negative cash flows from operating activities and have supplemented working capital requirements through net
proceeds from the sales of common stock.
We generated negative cash flows from
operating activities of $4.2 million for the nine months ended September 30, 2023, compared to negative cash flows of $4.7 million
for the corresponding period in 2022. Factors affecting operating cash flows during the periods included:
|
●` |
For the nine months ended September 30, 2023, our loss of $5.3 million was reduced by non-cash transactions including a stock-based settlement of $252,000, stock-based compensation of $190,000, and depreciation of $154,000. For the nine months ended September 30, 2022, our loss of $6.1 million was adjusted and reduced by non-cash transactions including stock-based compensation of $2.1 million, amortization of debt discount of $1.2 million, and depreciation of $116,000. |
|
● |
Accounts receivable increased by $156,000 and decreased by $475,000 for the nine months ended September 30, 2023 and 2022, respectively. Sales are generally collected within 30 to 45 days. These changes are mainly due to timing where a few large orders were placed and had open balances at a given date. |
|
● |
Accounts payable increased by $207,000 and decreased by $87,000 for the nine months ended September 30, 2023 and 2022, respectively. These changes are mainly due to timing of when payments are due. Payments are generally made within 30 days. |
|
● |
Cash used for inventory and prepaid inventories decreased by $411,000 and increased by $2.2 million for the nine months ended September 30, 2023 and 2022, respectively. The changes are primarily due to timing of significant purchases and prepayments of inventory to foreign suppliers. Turnaround time for receiving inventory from foreign sources can take up to 120 days, with prepayments required. |
|
● |
Other significant
changes include: |
|
o |
Customer
deposits increased $46,000 during the nine months ended September 30, 2023 and decreased $275,000 during the nine months ended
September 30, 2022. These changes are mainly due to timing of customers paying deposits for customer orders and then placing orders
against which the deposits are applied. |
|
o |
Prepaid
expenses and other current assets increased $46,000 and $134,000 for the nine months ended September 30, 2023 and 2022, respectively.
These changes are mainly due to the timing of the prepayments versus the expenses being incurred. |
Cash flows provided
by / (used in) investing activities
Cash was provided
by investing activities in the amount of $17,000 for the nine months ended September 30, 2023, and cash was used in investing
activities in the amount of $383,000 for the nine months ended September 30, 2022. We have had fewer purchases of property and
equipment in the nine months ended September 30, 2023 than we had in the same period in 2022. We have also received proceeds from
selling property and equipment in the nine months ended September 30, 2023 that we did not have in the same period in 2022. We
anticipate that we will spend up to $270,000 in the fourth quarter of 2023 as we continue to enhance our quality control measures.
Cash flows provided by / (used
in) financing activities
Cash
used in financing activities was $99,000 for the nine months ended September 30, 2023 and cash provided by financing activity was $12.4
million for the nine months ended September 30, 2022. For the nine months ended September 30, 2023, we paid down debt principal of $149,000,
which was offset by net cash proceeds of $50,000 from the exercise of warrants. For the nine months ended September 30, 2022, we had
net proceeds from the issuance of common stock of $14.8 million due to the IPO, paid down debt principal of $1.8 million, and paid lines
of credit of $550,000.
Contractual and
Other Obligations
Our estimated future
obligations consist of long-term operating lease liabilities. As of September 30, 2023, the Company had $2.9 million in long-term
operating lease liabilities.
CRITICAL ACCOUNTING
POLICIES AND ESTIMATES
The above discussion
and analysis of our financial condition and results of operations is based upon our financial statements. The preparation of financial
statements in conformity with GAAP requires management to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenue and expenses, and disclosures of contingent assets and liabilities. Our significant accounting policies are
described in Note 2 of the accompanying unaudited interim financial statements. Critical accounting policies are those that we
consider to be the most important in portraying our financial condition and results of operations and also require the greatest
number of judgments by management. Judgments or uncertainties regarding the application of these policies may result in materially
different amounts being reported under different conditions or using different assumptions. We consider the following policies
to be the most critical in understanding the judgments that are involved in preparing the financial statements.
Inventory
Inventory
is stated at the lower of cost (first in, first out) or net realizable value and consists of batteries and accessories, resale
items, components, and related landing costs. As of September 30, 2023 and December 31, 2022, the Company had inventory that consisted
of finished assemblies totaling $3,306,972 and $3,243,485, respectively, and raw materials (inventory components, parts, and packaging)
totaling $851,511 and $1,286,651, respectively. The valuation of inventory includes fixed production overhead costs based on normal
capacity of the assembly warehouse.
The
Company periodically reviews its inventory for evidence of slow-moving or obsolete inventory and provides for an allowance when considered
necessary. The Company determined that no such reserve was necessary as of September 30, 2023 or December 31, 2022. The Company prepays
for inventory purchases from foreign suppliers. Prepaid inventory totaled $102,646 and $141,611 at September 30, 2023 and December 31,
2022, respectively, and included inventory in transit where title had passed to the Company but had not yet been physically received.
Property and Equipment
Property
and equipment are stated at cost less depreciation calculated on the straight-line basis over the estimated useful lives of the related
assets as follows:
Vehicles
and transportation equipment |
|
5
- 7 years |
|
Office
furniture and equipment |
|
3 - 7 years |
|
Manufacturing
equipment |
|
3 - 10 years |
|
Warehouse
equipment |
|
3 - 10 years |
|
QA
equipment |
|
3 - 10 years |
|
Tooling
and molds |
|
3
- 10 years |
|
Leasehold improvements
are amortized over the shorter of the lease term or their estimated useful lives.
Betterments,
renewals, and extraordinary repairs that extend the lives of the assets are capitalized; other repairs and maintenance charges are expensed
as incurred. The cost and related accumulated depreciation and amortization applicable to assets retired are removed from the accounts,
and the gain or loss on disposition is recognized in the Statements of Operations.
Leases
The
Company determines if an arrangement is a lease at inception. Operating lease right-of-use (“ROU”) assets represent the Company’s
right to use an underlying asset during the lease term, and operating lease liabilities represent
the Company’s
obligation to make lease payments arising from the lease. Operating leases are included in ROU assets, current operating lease liabilities,
and long-term operating lease liabilities on the Company’s Balance Sheets. The Company does not have any finance leases.
Lease
ROU assets and lease liabilities are initially recognized based on the present value of the future minimum lease payments
over the lease term at commencement date calculated using the Company’s incremental borrowing rate applicable to the
lease asset, unless the implicit rate is readily determinable. ROU assets also include any lease payments made at or before
lease commencement and exclude any lease incentives received. The Company’s lease terms may include options to extend
or terminate the lease when it is reasonably certain that the Company will exercise that option. Leases with a term of 12
months or less are not recognized on the Company’s Balance Sheet. The Company’s leases do not contain any
residual value guarantees. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease
term.
The
Company accounts for lease and non-lease components as a single lease component for all its leases.
Revenue Recognition
The
Company’s revenue is generated from the sale of products consisting primarily of batteries and accessories. The Company recognizes
revenue when control of goods or services is transferred to its customers in an amount that reflects the consideration it is expected
to be entitled to in exchange for those goods or services. To determine revenue recognition, the Company performs the following five
steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine
the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize
revenue when (or as) the performance obligation(s) are satisfied. Revenue is recognized upon shipment or delivery to the customer, as
that is when the customer obtains control of the promised goods and the Company’s performance obligation is considered satisfied.
As such, accounts receivable is recorded at the time of shipment or will call, when the Company’s right to the consideration becomes
unconditional and the Company determines there are no uncertainties regarding payment terms or transfer of control.
Shipping and Handling
Costs
Shipping and handling
fees billed to customers are classified in the Statement of Operations in “Sales, net” and totaled
$27,398 and $6,133 during the three months ended September 30, 2023 and 2022, respectively, and $52,296 and $17,514 during the
nine months ended September 30, 2023 and 2022, respectively. Shipping and handling costs for shipping product to customers totaled
$58,141 and $54,840 during the three months ended September 30, 2023 and 2022, respectively, and $149,898 and $137,497 during the
nine months ended September 30, 2023 and 2022, respectively, and are classified in selling, general, and administrative expense
in the accompanying Statements of Operations.
Research and Development
Research
and development costs are expensed as incurred. Research and development costs charged to expense amounted to $145,111 and $41,355 for
the three months ended September 30, 2023 and 2022, respectively, and $316,369 and $153,730 for the nine months ended September 30, 2023
and 2022, respectively, and are included in selling, general and administrative expenses in the accompanying Statements of Operations.
Income Taxes
Effective
November 1, 2021, the Company converted from an LLC to a C corporation and, as a result, became subject to corporate federal and state
income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of exiting assets and liabilities and their respective tax basis. Deferred tax assets, including
tax loss and credit carryforwards, and liabilities are measured using the enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities
of a change in tax rates is recognized in income in the period that included the enactment date. Deferred income tax expense represents
the change during the period in the deferred tax assets and deferred tax liabilities. Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not
be realized.
On
March 27, 2020, the United States enacted the Coronavirus Aid, Relief and Economic Security Act (CARES Act). The Cares Act is an emergency
economic stimulus package that includes spending and tax breaks to strengthen the United States economy and fund a nationwide effort
to curtail the effect of COVID-19. The CARES Act provides sweeping tax changes in response to the COVID-19 pandemic. Some of the more
significant provisions are removal of certain limitations on utilization of net operating losses, increasing the loss carryback period
for certain losses to five years, and increasing the ability to deduct interest expense, as well as amending certain provisions of the
previously enacted Tax Cuts and Jobs Act. As of September 30, 2023 and December 31, 2022, the Company has not recorded any income tax
provision/(benefit) resulting from the CARES Act, mainly due to the Company’s history of net operating losses.
On December
27, 2020, the United States enacted the Consolidated Appropriations Act of 2021 (“CAA”). The CAA includes provisions
extending certain CARES Act provisions and adds coronavirus relief, tax and health extenders. The Company will continue to evaluate
the impact of the CAA and its impact on its financial statements in 2023 and beyond.
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING
STATEMENTS
This
report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements in this report, other
than statements of historical fact, are “forward-looking statements” for purposes of these provisions, including, without
limitation, any projections regarding the markets where we operate, any statements of the plans and objectives of our management for
future operations, any statements concerning proposed new products or services, any statements regarding expected capital expenditures,
any statements regarding future economic conditions or performance, and any statements of assumptions underlying any of the foregoing.
All forward-looking statements included in this report are made as of the date hereof and are based on information available to us as
of such date. We assume no obligation to update any forward-looking statement. In some cases, forward-looking statements can be identified
by the use of terminology such as “may,” “will,” “expects,” “plans,” “should,”
“anticipates,” “intends,” “seeks,” “believes,” “estimates,” “potential,”
“forecasts,” “continue,” or other forms of these words or similar words or expressions, or the negative thereof
or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements contained herein
are reasonable, there can be no assurance that such expectations or any of the forward-looking statements will prove to be correct. Actual
results will likely differ, and could differ materially, from those projected or assumed in the forward-looking statements. Prospective
investors are cautioned not to unduly rely on any such forward-looking statements.
Forward-looking
statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations,
and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy,
and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks,
and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial
condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these
forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those
indicated in the forward-looking statements include, among others, the following:
| ● | We
operate
in
an
extremely
competitive
industry
and
are
subject
to
pricing
pressures. |
| ● | We
have
a
history
of
losses
and
our
audited
financial
statements
include
a
statement
that
there
is
a
substantial
doubt
about
our
ability
to
continue
as
a
going
concern.
As
our
costs
increase,
we
may
not
be
able
to
generate
sufficient
revenue
to
achieve
and
sustain
profitability. |
| ● | Our
business
and
future
growth
depends
on
the
needs
and
success
of
our
customers,
and
we
have
substantial
customer
concentration. |
| ● | We
may
not
be
able
to
successfully
manage
our
growth. |
| ● | We
may
be
negatively
impacted
by
public
health
epidemics
or
outbreaks,
including
the
novel
coronavirus
(“COVID-19”)
as
well
as
uncertainty
in
global
economic
conditions. |
| ● | We
may
fail
to
expand
our
sales
and
distribution
channels
and
our
ability
to
expend
into
international
markets
is
uncertain. |
| ● | Nearly
all
of
our
raw
materials
enter
the
United
States
through
a
limited
number
of
ports,
and
we
rely
on
third
parties
to
store
and
ship
some
of
our
inventory;
labor
unrest
at
these
ports
or
other
product
delivery
difficulties
could
interfere
with
our
distribution
plans
and
reduce
our
revenue. |
| ● | Government
reviews,
inquiries,
investigations,
and
actions
could
harm
our
business
or
reputation. |
| ● | We
are
dependent
on
third-party
manufacturers
and
suppliers,
including
suppliers
located
outside
the
United
States,
and
our
operating
results
could
be
adversely
affected
by
changes
in
the
cost
and
availability
of
raw
materials
as
well
as
increases
in
costs,
disruption
of
supply,
or
shortage
of
any
of
our
battery
components,
such
as
electronic
and
mechanical
parts,
or
raw
materials
used
in
the
production
of
such
parts. |
| ● | We
rely
on
two
warehouse
facilities
and
if
any
of
our
facilities
becomes
inoperable
for
any
reason
or
if
our
expansion
plans
fail,
our
ability
to
produce
our
products
could
be
negatively
impacted. |
| ● | Lithium-ion
battery
cells
have
been
observed
to
catch
fire
or
release
smoke
and
flame,
which
may
have
a
negative
impact
on
our
reputation
and
business. |
| ● | We
could
face
potential
product
liability
claims
relating
to
our
products,
which
could
result
in
significant
costs
and
liabilities,
which
would
reduce
our
profitability. |
| ● | Our
operations
expose
us
to
litigation,
tax,
environmental,
and
other
legal
compliance
risks. |
| ● | Our
failure
to
introduce
new
products
and
product
enhancements
and
broad
market
acceptance
of
new
technologies
introduced
by
our
competitors
could
adversely
affect
our
business. |
| ● | We
may
not
be
able
to
adequately
protect
our
proprietary
intellectual
property
and
technology
and
we
may
need
to
defend
ourselves
against
intellectual
property
infringement
claims. |
| ● | Quality
problems
with
our
products
could
harm
our
reputation
and
erode
our
competitive
position. |
| ● | Our
ability
to
raise
capital
in
the
future
may
be
limited
and
our
stockholders
may
be
diluted
by
future
securities
offerings. |
| ● | We
depend
on
our
senior
management
team
and
other
key
employees,
and
significant
attrition
within
our
management
team
or
unsuccessful
succession
planning
could
adversely
affect
our
business. |
| ● | We
are
an
“emerging
growth
company”
and
elect
to
comply
with
certain
reduced
reporting
requirements
applicable
to
emerging
growth
companies,
which
could
make
our
securities
less
attractive
to
investors. |
| ● | Such
other
factors
as
discussed
in
Item
1A
“Risk
Factors”
of
our
2022
Form
10-K. |
All
forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary
statements. Our actual results will likely differ, and may differ materially, from anticipated results. Financial estimates are subject
to change and are not intended to be relied upon as predictions of future operating results, and we assume no obligation to update or
disclose revisions to those estimates. If we do update or correct one or more forward-looking statements, investors and others should
not conclude that we will make additional updates or corrections.
NOTICE REGARDING
TRADEMARKS
This
report includes trademarks, tradenames, and service marks that are our property or the property of others. Solely for convenience, such
trademarks and tradenames sometimes appear without any “™” or “®” symbol. However, failure to include
such symbols is not intended to suggest, in any way, that we will not assert our rights or the rights of any applicable licensor, to
these trademarks and tradenames.
ITEM 3. QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As
a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for
by Item 304 of Regulation S-K.
ITEM 4. CONTROLS
AND PROCEDURES
Evaluation of Disclosure Controls and
Procedures
Our
management is responsible for establishing and maintaining adequate disclosure controls and procedures for our Company. Consequently,
our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our
disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act as of September 30, 2023. In designing and evaluating
the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated,
can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and
procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating
the benefits of possible controls and procedures relative to their costs. Based on that evaluation, our chief executive officer and chief
financial officer concluded that our disclosure controls and procedures are designed at a reasonable assurance level and are effective
to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act
is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms,
and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial
officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial
Reporting
During
the three months ended September 30, 2023, there were no changes in our internal control over financial reporting that materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)
and 15d-15(f) under the Securities Exchange Act of 1934).
PART II - OTHER
INFORMATION
ITEM 1. LEGAL
PROCEEDINGS
We
may become, from time to time, involved in routine litigation or subject to disputes or claims related to our business activities. Other
than as described below, we are not currently party to any pending legal proceedings that we believe would, individually or in the aggregate,
have a material adverse effect on our financial condition, cash flows or results of operations.
On
November 22, 2022, Expion360 Inc. received notice of a complaint (the “Complaint”)
filed against it in Oregon state court by Ravi Sinha. The Complaint alleges, inter alia,
that Mr. Sinha is entitled to 282,284 shares of the Company’s common stock, or in the alternative, $300,000 plus interest, in connection
with services he previously rendered the Company as its chief executive officer. On March 21, 2023, the Company entered into a settlement
agreement with Mr. Sinha and the matter has been resolved with cash and the issuance of common stock.
ITEM 1A. RISK
FACTORS
Our
operations and financial results are subject to various risks and uncertainties, including those described in Item 1A, "Risk Factors"
in our 2022 Form 10-K, which could adversely affect our business, financial condition, results of operations, cash flows, and the trading
price of our common and capital stock. There have been no material changes to our risk factors since our 2022 Form 10-K.
ITEM 2. UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Recent Sales of
Unregistered Securities from Registered Securities
On
August 10, 2023, the Company issued 25,000 warrants to their investor relations firm in accordance with a letter of engagement signed
July 22, 2022, as partial compensation for services provided by the investor relations firm. The warrants were issued in reliance on
the exemption from registration pursuant to Section 4(a)(2) of the Securities Act. The warrants are fully vested and exercisable with
an expiration date 2 years from date of issue (August 9, 2025) and are exercisable at a price of $5.00 per share. As of the date of this
Quarterly Report on Form 10-Q, the Company had 772,830 outstanding warrants.
Use of Proceeds
from Registered Securities
On
April 5, 2022, we completed our initial public offering of 2,145,000 shares of common stock, including shares issued upon the exercise
in full of the underwriters’ option to purchase 321,750 additional shares of common stock, at a public offering price of $7.00
per share, resulting in aggregate gross proceeds of $17,267,250 and net proceeds of $14,772,487 after issuance costs of $2,494,763. The
offer and sale of these shares were registered under the Securities Act pursuant to a registration statement on Form S-1 (File No. 333-262285),
which was declared effective by the SEC on March 31, 2022. Paulson Investment Company LLC, Alexander Capital, LP and Revere Securities
LLC acted as underwriters for the offering. Shares of our common stock began trading on The Nasdaq Capital Market on April 1, 2022 and,
following the sale of all the shares upon the closing of the initial public offering on April 5, 2022, the offer terminated.
No
offering expenses were paid directly or indirectly to any of our directors, officers, persons owning 10% or more of any class of our
equity securities, or to their associates, or to our affiliates. There has been no material change in the planned use of proceeds from
our initial public offering from that described in the final prospectus for our initial public offering dated March 31, 2022 and filed
with the SEC pursuant to Rule 424(b)(4) under the Securities Act on April 4, 2022 and those disclosed in this Quarterly Report.
ITEM 3. DEFAULTS
UPON SENIOR SECURITIES
None.
ITEM 4. MINE
SAFETY DISCLOSURES
Not
applicable.
ITEM 5. OTHER
INFORMATION
None.
ITEM 6. EXHIBITS
|
# |
This certification is deemed not filed for purpose of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: November 9, 2023 |
By: |
/s/
Brian Schaffner |
|
|
Brian Schaffner |
|
|
Chief Executive Officer |
|
|
|
|
|
|
Date: November
9, 2023
|
By: |
/s/
Greg Aydelott |
|
|
Greg Aydelott |
|
|
Chief Financial Officer |
EXHIBIT 31.1
CERTIFICATION
I, Brian Schaffner, certify that:
1. |
|
I have reviewed this
Quarterly Report on Form 10-Q (the “Report”) of Expion360 Inc. (the “Registrant”); |
2. |
|
Based on my knowledge,
this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
Report; |
3. |
|
Based on my knowledge,
the financial statements, and other financial information included in this Report, fairly present in all material respects the financial
condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report; |
4. |
|
The Registrant’s
other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)
and 15d-15(f)) for the Registrant and have: |
|
a) |
|
designed such disclosure
controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this Report is being prepared; |
|
b) |
|
designed such internal
control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with general accepted accounting principles; |
|
c) |
|
evaluated the effectiveness
of the Registrant’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and |
|
d) |
|
disclosed in this Report
any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the Registrant’s internal control over financial reporting; and |
5. |
|
The Registrant’s
other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting,
to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the
equivalent functions): |
|
a) |
|
all significant deficiencies
and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely
affect the Registrant’s ability to record, process, summarize and report financial information; and |
|
b) |
|
any fraud, whether or not material, that involves management
or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
Date: November 9, 2023 |
/s/
Brian Schaffner |
|
Brian Schaffner |
|
Chief Executive Officer
(principal executive officer) |
|
|
EXHIBIT 31.2
CERTIFICATION
I, Greg Aydelott, certify that:
1. |
|
I have reviewed this
Quarterly Report on Form 10-Q (the “Report”) of Expion360 Inc. (the “Registrant”); |
2. |
|
Based on my knowledge,
this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
Report; |
3. |
|
Based on my knowledge,
the financial statements, and other financial information included in this Report, fairly present in all material respects the financial
condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report; |
4. |
|
The Registrant’s
other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)
and 15d-15(f)) for the Registrant and have: |
|
a) |
|
designed such disclosure
controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this Report is being prepared; |
|
b) |
|
designed such internal
control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with general accepted accounting principles; |
|
c) |
|
evaluated the effectiveness
of the Registrant’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and |
|
d) |
|
disclosed in this Report
any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the Registrant’s internal control over financial reporting; and |
5. |
|
The Registrant’s
other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting,
to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the
equivalent functions): |
|
a) |
|
all significant deficiencies
and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely
affect the Registrant’s ability to record, process, summarize and report financial information; and |
|
b) |
|
any fraud, whether or not material, that involves management
or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
Date: November 9, 2023 |
/s/
Greg Aydelott |
|
Greg Aydelott |
|
Chief Financial Officer |
|
(principal financial officer) |
|
|
EXHIBIT 32.1
Certification of
Principal Executive Officer
Pursuant to 18
U.S.C. Section 1350, as Adopted
Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
In connection with
the Quarterly Report on Form 10-Q of Expion360 Inc. (the “Company”) for the quarter ended September 30, 2023, as filed with
the Securities and Exchange Commission (the “Report”), I, Brian Schaffner, Chief Executive Officer of the Company, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
|
(1) |
The Report fully complies with the requirements of
Section 13(a) or 15 (d) of the Securities Exchange Act of 1934; and |
|
(2) |
The information contained
in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: November 9, 2023 |
/s/
Brian Schaffner |
|
Brian Schaffner |
|
Chief Executive Officer |
|
(principal executive officer) |
EXHIBIT 32.2
Certification of
Chief Financial Officer
Pursuant to 18
U.S.C. Section 1350, as Adopted
Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
In connection with
the Quarterly Report on Form 10-Q of Expion360 Inc. (the “Company”) for the quarter ended September 30, 2023, as filed with
the Securities and Exchange Commission (the “Report”), I, Greg Aydelott, Chief Financial Officer of the Company, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
|
(1) |
The Report fully complies with the requirements of
Section 13(a) or 15 (d) of the Securities Exchange Act of 1934; and |
|
(2) |
The information contained
in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: November 9, 2023 |
/s/
Greg Aydelott |
|
Greg Aydelott |
|
Chief Financial Officer |
|
(principal financial officer) |
v3.23.3
Cover - shares
|
9 Months Ended |
|
Sep. 30, 2023 |
Nov. 07, 2023 |
Cover [Abstract] |
|
|
Document Type |
10-Q
|
|
Amendment Flag |
false
|
|
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|
|
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|
|
Document Period End Date |
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|
|
Document Fiscal Period Focus |
Q3
|
|
Document Fiscal Year Focus |
2023
|
|
Current Fiscal Year End Date |
--12-31
|
|
Entity File Number |
001-41347
|
|
Entity Registrant Name |
EXPION360 INC.
|
|
Entity Central Index Key |
0001894954
|
|
Entity Tax Identification Number |
81-2701049
|
|
Entity Incorporation, State or Country Code |
NV
|
|
Entity Address, Address Line One |
2025
SW Deerhound Ave
|
|
Entity Address, City or Town |
Redmond
|
|
Entity Address, State or Province |
OR
|
|
Entity Address, Postal Zip Code |
97756
|
|
City Area Code |
(541)
|
|
Local Phone Number |
797-6714
|
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Title of 12(b) Security |
Common
Stock, $.001 par value
|
|
Trading Symbol |
XPON
|
|
Security Exchange Name |
NASDAQ
|
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Entity Current Reporting Status |
Yes
|
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Entity Interactive Data Current |
Yes
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v3.23.3
Balance Sheets (Unaudited) - USD ($)
|
3 Months Ended |
9 Months Ended |
|
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Dec. 31, 2022 |
Assets |
|
|
|
|
|
Cash and cash equivalents |
$ 2,910,896
|
|
$ 2,910,896
|
|
$ 7,201,244
|
Accounts receivable, net |
473,284
|
|
473,284
|
|
298,035
|
Inventory |
4,158,483
|
|
4,158,483
|
|
4,530,136
|
Prepaid/in-transit inventory |
102,646
|
|
102,646
|
|
141,611
|
Prepaid expenses and other current assets |
217,550
|
|
217,550
|
|
171,791
|
Total current assets |
7,862,859
|
|
7,862,859
|
|
12,342,817
|
Property and equipment |
1,348,326
|
|
1,348,326
|
|
1,394,619
|
Accumulated depreciation |
(378,286)
|
|
(378,286)
|
|
(250,861)
|
Property and equipment, net |
970,040
|
|
970,040
|
|
1,143,758
|
Other Assets |
|
|
|
|
|
Operating leases – right-of-use asset |
2,789,160
|
|
2,789,160
|
|
3,148,455
|
Deposits |
58,896
|
|
58,896
|
|
63,901
|
Total other assets |
2,848,056
|
|
2,848,056
|
|
3,212,356
|
Total assets |
11,680,955
|
|
11,680,955
|
|
16,698,931
|
Current liabilities |
|
|
|
|
|
Accounts payable |
437,236
|
|
437,236
|
|
230,250
|
Customer deposits |
46,248
|
|
46,248
|
|
58
|
Accrued expenses and other current liabilities |
299,793
|
|
299,793
|
|
306,164
|
Current portion of operating lease liability |
506,743
|
|
506,743
|
|
465,055
|
Current portion of stockholder promissory notes |
625,000
|
|
625,000
|
|
500,000
|
Current portion of long-term debt |
50,058
|
|
50,058
|
|
71,426
|
Total current liabilities |
1,965,078
|
|
1,965,078
|
|
1,572,953
|
Long-term debt, net of current portion and discount |
311,431
|
|
311,431
|
|
439,049
|
Operating lease liability, net of current portion |
2,376,474
|
|
2,376,474
|
|
2,754,964
|
Stockholder promissory notes, net of current portion |
200,000
|
|
200,000
|
|
325,000
|
Total liabilities |
4,852,983
|
|
4,852,983
|
|
5,091,966
|
Stockholders’ equity |
|
|
|
|
|
Preferred stock, par value $.001; 20,000,000 shares authorized; zero shares issued and outstanding |
|
|
|
|
|
Common stock, par value $.001; 200,000,000 shares authorized; 6,910,717 and 6,802,464 issued and outstanding as of September 30, 2023 and December 31, 2022, respectively |
6,911
|
|
6,911
|
|
6,802
|
Additional paid-in capital |
25,730,833
|
|
25,730,833
|
|
25,239,654
|
Accumulated deficit |
(18,909,772)
|
|
(18,909,772)
|
|
(13,639,491)
|
Total stockholders’ equity |
6,827,972
|
$ 13,076,312
|
6,827,972
|
$ 13,076,312
|
11,606,965
|
Total liabilities and stockholders’ equity |
11,680,955
|
|
11,680,955
|
|
$ 16,698,931
|
Sales, net |
1,890,115
|
1,383,011
|
5,122,415
|
5,741,075
|
|
Cost of sales |
1,417,552
|
980,141
|
3,752,006
|
3,770,025
|
|
Gross profit |
472,563
|
402,870
|
1,370,409
|
1,971,050
|
|
Selling, general and administrative |
2,290,955
|
1,662,005
|
6,363,514
|
6,479,954
|
|
Loss from operations |
(1,818,392)
|
(1,259,135)
|
(4,993,105)
|
(4,508,904)
|
|
Other (Income) / Expense |
|
|
|
|
|
Interest income |
(33,048)
|
(64)
|
(100,945)
|
(158)
|
|
Interest expense |
27,491
|
34,016
|
92,067
|
1,571,848
|
|
(Gain) / Loss on sale of property & equipment |
|
(13,312)
|
3,426
|
(13,312)
|
|
Settlement expense |
|
|
281,680
|
|
|
Other (income) / expense |
|
(471)
|
(394)
|
(389)
|
|
Total other (income) / expense |
(5,557)
|
20,169
|
275,834
|
1,557,989
|
|
Loss before taxes |
(1,812,835)
|
(1,279,304)
|
(5,268,939)
|
(6,066,893)
|
|
Franchise taxes / (refund) |
1,380
|
|
1,342
|
300
|
|
Net loss |
$ (1,814,215)
|
$ (1,279,304)
|
$ (5,270,281)
|
$ (6,067,193)
|
|
Net loss per share (basic and diluted) |
$ (0.26)
|
$ (0.19)
|
$ (0.77)
|
$ (1.03)
|
|
Weighted-average number of common shares outstanding |
6,910,717
|
6,802,464
|
6,878,737
|
5,913,763
|
|
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v3.23.3
Balance Sheets (Unaudited) (Parenthetical) - $ / shares
|
Sep. 30, 2023 |
Dec. 31, 2022 |
Statement of Financial Position [Abstract] |
|
|
Preferred Stock, Par or Stated Value Per Share |
$ 0.001
|
$ 0.001
|
Preferred Stock, Shares Authorized |
20,000,000
|
20,000,000
|
Common Stock, Par or Stated Value Per Share |
$ 0.001
|
$ 0.001
|
Common Stock, Shares Authorized |
200,000,000
|
200,000,000
|
Common Stock, Shares, Issued |
6,910,717
|
6,802,464
|
Common Stock, Shares, Outstanding |
6,910,717
|
6,802,464
|
X |
- DefinitionFace amount or stated value per share of common stock.
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v3.23.3
Statements of Stockholders Equity (Deficit) (Unaudited) - USD ($)
|
Common Stock [Member] |
Additional Paid-in Capital [Member] |
Retained Earnings [Member] |
Total |
Beginning balance, value at Dec. 31, 2021 |
$ 4,300
|
$ 8,355,140
|
$ (6,102,951)
|
$ 2,256,489
|
Beginning Balance at Dec. 31, 2021 |
4,300,000
|
|
|
|
Net loss |
|
|
(696,853)
|
(696,853)
|
Ending balance, value at Mar. 31, 2022 |
$ 4,300
|
8,355,140
|
(6,799,804)
|
1,559,636
|
Ending balance at Mar. 31, 2022 |
4,300,000
|
|
|
|
Beginning balance, value at Dec. 31, 2021 |
$ 4,300
|
8,355,140
|
(6,102,951)
|
2,256,489
|
Beginning Balance at Dec. 31, 2021 |
4,300,000
|
|
|
|
Net loss |
|
|
|
(6,067,193)
|
Ending balance, value at Sep. 30, 2022 |
$ 6,802
|
25,239,654
|
(12,170,144)
|
13,076,312
|
Ending balance at Sep. 30, 2022 |
6,802,464
|
|
|
|
Beginning balance, value at Mar. 31, 2022 |
$ 4,300
|
8,355,140
|
(6,799,804)
|
1,559,636
|
Beginning Balance at Mar. 31, 2022 |
4,300,000
|
|
|
|
Net loss |
|
|
(4,091,036)
|
(4,091,036)
|
Issuance of shares, net of issuance costs |
$ 2,466
|
14,770,021
|
|
14,772,487
|
Issuance of shares, net of issuance costs |
2,466,750
|
|
|
|
Issuance of shares in exchange for IPO services |
$ 36
|
(36)
|
|
|
Issuance of shares in exchange for IPO services |
35,714
|
|
|
|
Issuance of stock options |
|
2,114,529
|
|
2,114,529
|
Ending balance, value at Jun. 30, 2022 |
$ 6,802
|
25,239,654
|
(10,890,840)
|
14,355,616
|
Ending balance at Jun. 30, 2022 |
6,802,464
|
|
|
|
Net loss |
|
|
(1,279,304)
|
(1,279,304)
|
Ending balance, value at Sep. 30, 2022 |
$ 6,802
|
25,239,654
|
(12,170,144)
|
13,076,312
|
Ending balance at Sep. 30, 2022 |
6,802,464
|
|
|
|
Beginning balance, value at Dec. 31, 2022 |
$ 6,802
|
25,239,654
|
(13,639,491)
|
11,606,965
|
Beginning Balance at Dec. 31, 2022 |
6,802,464
|
|
|
|
Net loss |
|
|
(1,977,278)
|
(1,977,278)
|
Proceeds received from exercise of warrants |
$ 47
|
49,740
|
|
49,787
|
Proceeds received from exercise of warrants |
46,102
|
|
|
|
Stock issued as a result of litigation settlement |
$ 52
|
251,628
|
|
251,680
|
Stock issued as a result of litigation settlement |
52,000
|
|
|
|
Ending balance, value at Mar. 31, 2023 |
$ 6,901
|
25,541,022
|
(15,616,769)
|
9,931,154
|
Ending balance at Mar. 31, 2023 |
6,900,566
|
|
|
|
Beginning balance, value at Dec. 31, 2022 |
$ 6,802
|
25,239,654
|
(13,639,491)
|
11,606,965
|
Beginning Balance at Dec. 31, 2022 |
6,802,464
|
|
|
|
Net loss |
|
|
|
(5,270,281)
|
Ending balance, value at Sep. 30, 2023 |
$ 6,911
|
25,730,833
|
(18,909,772)
|
6,827,972
|
Ending balance at Sep. 30, 2023 |
6,910,717
|
|
|
|
Beginning balance, value at Mar. 31, 2023 |
$ 6,901
|
25,541,022
|
(15,616,769)
|
9,931,154
|
Beginning Balance at Mar. 31, 2023 |
6,900,566
|
|
|
|
Net loss |
|
|
(1,478,788)
|
(1,478,788)
|
Exercise of warrants |
$ 10
|
(20)
|
|
(10)
|
Exercise of warrants |
10,151
|
|
|
|
Ending balance, value at Jun. 30, 2023 |
$ 6,911
|
25,541,002
|
(17,095,557)
|
8,452,356
|
Ending balance at Jun. 30, 2023 |
6,910,717
|
|
|
|
Net loss |
|
|
(1,814,215)
|
(1,814,215)
|
Issuance of stock options |
|
119,525
|
|
119,525
|
Issuance of warrants |
|
65,046
|
|
65,046
|
Issuance of RSUs |
|
5,260
|
|
5,260
|
Ending balance, value at Sep. 30, 2023 |
$ 6,911
|
$ 25,730,833
|
$ (18,909,772)
|
$ 6,827,972
|
Ending balance at Sep. 30, 2023 |
6,910,717
|
|
|
|
X |
- DefinitionThe portion of profit or loss for the period, net of income taxes, which is attributable to the parent.
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v3.23.3
Statements of Cash Flows (Unaudited) - USD ($)
|
9 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
Cash flows from operating activities |
|
|
Net loss |
$ (5,270,281)
|
$ (6,067,193)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
|
|
Depreciation |
153,714
|
115,670
|
Amortization of debt discount (sale of future revenues) |
|
295
|
Amortization of debt discount - notes |
|
1,196,843
|
(Gain) / Loss on sale of property and equipment |
3,426
|
(13,312)
|
Increase / (Decrease) in allowance for doubtful accounts |
(18,804)
|
19,604
|
Stock-based settlement |
251,680
|
|
Stock-based compensation |
189,831
|
2,114,529
|
Changes in operating assets and liabilities: |
|
|
(Increase) / Decrease in accounts receivable |
(156,445)
|
475,091
|
(Increase) / Decrease in inventory |
371,653
|
(2,984,177)
|
Decrease in prepaid/in-transit inventory |
38,964
|
812,562
|
Increase in prepaid expenses and other current assets |
(45,759)
|
(134,191)
|
(Increase) / Decrease in deposits |
5,005
|
(10,976)
|
Increase / (Decrease) in accounts payable |
206,986
|
(87,369)
|
Increase / (Decrease) in customer deposits |
46,190
|
(274,857)
|
Increase / (Decrease) in accrued expenses and other current liabilities |
(6,371)
|
107,407
|
Increase in right-of-use assets and lease liabilities |
22,494
|
30,454
|
Net cash used in operating activities |
(4,207,717)
|
(4,699,620)
|
Cash flows from investing activities |
|
|
Purchases of property and equipment |
(20,170)
|
(434,458)
|
Net proceeds from sale of property and equipment |
36,748
|
51,679
|
Net cash provided by / (used in) investing activities |
16,578
|
(382,779)
|
Cash flows from financing activities |
|
|
Payments on line-of-credit and short-term revolving loans |
|
(550,000)
|
Payments on liability for sale of future revenues |
|
(11,797)
|
Principal payments on long-term debt |
(148,986)
|
(1,784,500)
|
Net proceeds from exercise of warrants |
49,777
|
|
Net proceeds from issuance of common stock |
|
14,772,487
|
Net cash provided by / (used in) financing activities |
(99,209)
|
12,426,190
|
Net change in cash and cash equivalents |
(4,290,348)
|
7,343,791
|
Cash and cash equivalents, beginning |
7,201,244
|
773,238
|
Cash and cash equivalents, ending |
2,910,896
|
8,117,029
|
Supplemental disclosure of cash flow information: |
|
|
Cash paid for interest |
92,136
|
401,037
|
Cash paid / (refunded) for franchise taxes |
1,341
|
300
|
Non-cash financing activities: |
|
|
Acquisition/modification of operating lease right-of-use asset and lease liability |
(13,993)
|
2,348,509
|
Cashless warrant exercises |
41
|
|
Purchases of property and equipment in exchange for long-term debt |
|
181,430
|
Purchased of property and equipment in exchange for short-term payable |
|
$ 170,863
|
X |
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v3.23.3
Organization and Nature of Operations
|
9 Months Ended |
Sep. 30, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
Organization and Nature of Operations |
1. Organization
and Nature of Operations
Expion360
Inc. (formerly Yozamp Products Company, LLC dba Expion360) (“the Company”) was incorporated in the state of Nevada in November
2021. Effective November 1, 2021, the Company converted to a C corporation. Prior to conversion, the Company was a limited liability
company (LLC) with an indefinite life organized in the State of Oregon in June 2016. The LLC elected to be treated as a Subchapter S
corporation effective January 1, 2017. Net profits and losses of the LLC and all distributions were allocated among the members in proportion
to the ownership units held. The Original LLC Agreement was amended and restated on January 1, 2021 to add additional members and a non-voting
class of member units. Upon conversion to a C corporation, all existing LLC members at the time of conversion were issued shares of common
stock and became stockholders of the Company.
The
Company designs, assembles, and distributes premium lithium batteries for RV, Marine, Golf, Industrial, Residential, and Off-The-Grid
needs. The Company uses lithium iron phosphate (LiFePO4) batteries. LiFePO4 batteries are considered a top choice for high energy density,
dependability, longevity, and safety, providing the ability to power anything, anywhere.
Beginning
in March 2020, the COVID-19 pandemic and the measures imposed to contain this pandemic disrupted and may continue to impact the Company’s
business. While certain restrictions have eased recently, the magnitude of the impact of any new measures from a resurgence in the COVID-19
pandemic on the Company’s productivity, results of operations, and financial position, and its disruption to the Company’s
business and battery development and timeline will depend in part on the length and severity of these restrictions and on the Company’s
ability to conduct business in the ordinary course.
|
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v3.23.3
Summary of Significant Accounting Policies
|
9 Months Ended |
Sep. 30, 2023 |
Accounting Policies [Abstract] |
|
Summary of Significant Accounting Policies |
2. Summary
of Significant Accounting Policies
Basis of Presentation
The
accompanying unaudited financial statements have been prepared by the Company in accordance with accounting principles generally accepted
in the United States of America (U.S. GAAP) for interim financial information, and pursuant to the instructions to Form 10-Q and Article
10 of Regulation S-X promulgated by the Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information
and footnotes required by U.S. GAAP for complete financial statement presentation. However, the Company believes that the disclosures
are adequate to make the information presented not misleading. In the opinion of management, all adjustments (consisting primarily of
normal recurring accruals) considered necessary for a fair presentation have been included.
Operating
results for the three- and nine-month periods ended September 30, 2023 and 2022 are not necessarily indicative of the results that may
be expected for the year ending December 31, 2023. The unaudited interim financial statements should be read in conjunction with our
Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 30, 2023.
Unless
otherwise noted, all references to shares and stockholders in the accompanying financial statements have been restated retrospectively,
to reflect the equity structure of the C corporation as of the beginning of the first period presented.
Reclassification
of Prior Year Presentation
Certain
prior year amounts have been reclassified for consistency with current year presentation. These reclassifications had no effect on the
reported results of operations.
Going Concern,
Liquidity and Capital Resources
The
Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding before
the Company achieves sustainable revenues and profit from operations. The Company expects to continue to incur additional losses for
the foreseeable future, and the Company may need to raise additional debt or equity financing to expand its presence in the marketplace,
develop new products, achieve operating efficiencies, and accomplish its long-term business plan over the next several years. There can
be no assurance as to the availability or terms upon which such financing and capital might be available.
As presented in the
accompanying financial statements, the Company has sustained recurring losses and negative cash flows from operations. These factors
raise substantial doubt about the Company’s ability to continue as a going concern within twelve months after the date that
the financial statements for the three and nine month periods ended September 30, 2023 are issued. However, management is working
to address its cash flow challenges, including raising additional capital, managing inventory levels, identifying alternative supply
chain resources, and managing operational expenses.
Historically, the
Company’s growth has been funded through a combination of sales of equity interests, third party debt, and working capital
loans. The Company’s sales for the three months ended September 30, 2023 increased 36.7% and sales for the nine months ended
September 30, 2023 decreased 10.8% compared to the same periods in 2022. For the nine months ended September 30, 2023, we received
net proceeds of $49,777 from warrant exercises. On April 1, 2022, the Company completed an initial public offering and listing
of its shares on the Nasdaq Stock Market (IPO). Proceeds from the IPO, net of costs, totaled $14,772,487, of which approximately
$2,464,000 was used to pay down principal and accrued interest on high interest-bearing debt. The remaining proceeds have thus
far and will continue to be used, in part, to stock inventory to keep up with demand and to build in-house assembly lines to
improve the cash-flow cycle and help reduce the four-month turnaround that the Company currently experiences from suppliers in
China. In the first half of 2022, a distribution warehouse was set up in Indiana to better service customers throughout the U.S.
and an assembly facility was leased in Redmond, Oregon for future expansion of the in-house assembly lines. Additionally, management
has secured a secondary source for lithium iron phosphate cells used in its batteries that is based in Denmark, should supply disruption
issues with China arise. Management believes that these factors will contribute to achieving operating efficiency and profitability.
However, there can be no assurance that the Company will be successful in achieving its objectives, including achieving operating
efficiency and profitability.
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the
realization of assets and the settlement of liabilities and commitments in the normal course of business; however, the above conditions
raise substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect
the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that
may result should the Company be unable to continue as a going concern.
Use of Estimates
The
preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting period. Actual results could vary materially from the estimates
that were used. The Company’s significant accounting estimates include the carrying value of accounts receivable and inventory,
the depreciable lives of fixed assets, and stock-based compensation.
Future
events, including the extent and the duration of the COVID-19-related economic impacts and their effects, cannot be predicted with certainty
and, accordingly, the Company’s accounting estimates require the exercise of judgment.
Cash and Cash
Equivalents
The
Company considers all cash amounts which are not subject to withdrawal restrictions or penalties and all highly liquid investments purchased
with an original maturity of three months or less from the date of purchase to be cash equivalents. The Company maintains its cash balances
with high-quality financial institutions located in the United States. Cash accounts are secured by the Federal Deposit Insurance Corporation
(“FDIC”) up to $250,000 per institution. At times, balances may exceed federally insured limits. Investment accounts are
placed in funds consisting of US Treasury-related ultra-short paper. The Company has not experienced any losses in such accounts and
management believes that the Company is not exposed to any significant credit risk with respect to its cash and cash equivalents. As
of September 30, 2023, cash balances exceeded FDIC limits by $547,054 and investment accounts totaling $2,100,847 are invested in US
Treasury-related ultra-short paper.
Accounts Receivable
Accounts
receivable are recorded at the invoiced amount, are due within a year or less, and generally do not bear any
interest. The Company performs ongoing credit evaluations of its customers and generally requires no collateral. An allowance for
uncollectible accounts is recorded to reduce accounts receivable to the estimated amount that will be collected. The allowance
is based upon management’s review of the accounts receivable aging and specific identification of potentially uncollectible
balances. Recoveries of accounts previously written off and adjustments to the allowance for uncollectible accounts are recorded
as adjustments to bad debt expense. For the three months ended September 30, 2023 and 2022, the Company wrote off $388 and $0,
respectively. For the nine months ended September 30, 2023 and 2022, the Company recovered a net of ($412) and wrote off $19,604,
respectively. There was no allowance for doubtful accounts as of September 30, 2023 or December 31, 2022, as management believed
all outstanding amounts to be fully collectible.
Customer Deposits
As
of September 30, 2023 and December 31, 2022, the Company had customer deposits totaling $46,248 and $58, respectively.
Inventory
Inventory
is stated at the lower of cost (first in, first out) or net realizable value and consists of batteries and
accessories, resale items, components, and related landing costs. As of September 30, 2023 and December 31, 2022, the Company had
inventory that consisted of finished assemblies totaling $3,306,972 and $3,243,485, respectively, and raw materials (inventory
components, parts, and packaging) totaling $851,511 and $1,286,651, respectively. The valuation of inventory includes fixed production
overhead costs based on normal capacity of the assembly warehouse.
The
Company periodically reviews its inventory for evidence of slow-moving or obsolete inventory and provides for an allowance when considered
necessary. The Company determined that no such reserve was necessary as of September 30, 2023 or December 31, 2022. The Company prepays
for inventory purchases from foreign suppliers. Prepaid inventory totaled $102,646 and $141,611 at September 30, 2023 and December 31,
2022, respectively, and included inventory in transit where title had passed to the Company but had not yet been physically received.
Vendor and Foreign
Concentrations of Inventory Suppliers
During the three
months ended September 30, 2023 and 2022, respectively, approximately 61% and 91%, respectively, of inventory purchases were made
from foreign suppliers in China and Hong Kong. During the nine months ended September 30, 2023 and 2022, respectively, approximately
71% and 92%, respectively, of inventory purchases were made from foreign suppliers in China and Hong Kong. Any adverse change in
either the economic or political conditions abroad could negatively impact the Company’s supply chain. The inability to obtain
product to meet sales demand could adversely affect results of operations. However, the Company has secured a secondary source
for lithium iron phosphate cells used in its batteries from a supplier in Denmark, enabling the Company to source materials outside
of China in the event it becomes necessary to do so.
Property and Equipment
Property
and equipment are stated at cost less depreciation calculated on the straight-line basis over the estimated useful lives of the related
assets as follows:
Schedule of estimated useful lives
Vehicles
and transportation equipment |
|
5
- 7 years |
|
Office
furniture and equipment |
|
3 - 7 years |
|
Manufacturing
equipment |
|
3 - 10 years |
|
Warehouse
equipment |
|
3 - 10 years |
|
QA
equipment |
|
3 - 10 years |
|
Tooling
and molds |
|
3
- 10 years |
|
Leasehold improvements
are amortized over the shorter of the lease term or their estimated useful lives.
Betterments,
renewals, and extraordinary repairs that extend the lives of the assets are capitalized; other repairs and maintenance charges are expensed
as incurred. The cost and related accumulated depreciation and amortization applicable to assets retired are removed from the accounts,
and the gain or loss on disposition is recognized in the Statements of Operations.
Leases
The
Company determines if an arrangement is a lease at inception. Operating lease right-of-use (“ROU”) assets represent the Company’s
right to use an underlying asset during the lease term, and operating lease liabilities represent
the Company’s
obligation to make lease payments arising from the lease. Operating leases are included in ROU assets, current operating lease liabilities,
and long-term operating lease liabilities on the Company’s Balance Sheets. The Company does not have any finance leases.
Lease
ROU assets and lease liabilities are initially recognized based on the present value of the future minimum lease payments
over the lease term at commencement date calculated using the Company’s incremental borrowing rate applicable to the
lease asset, unless the implicit rate is readily determinable. ROU assets also include any lease payments made at or before
lease commencement and exclude any lease incentives received. The Company’s lease terms may include options to extend
or terminate the lease when it is reasonably certain that the Company will exercise that option. Leases with a term of 12
months or less are not recognized on the Company’s Balance Sheet. The Company’s leases do not contain any
residual value guarantees. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease
term.
The
Company accounts for lease and non-lease components as a single lease component for all its leases.
Impairment of
Long-Lived Assets
Long-lived assets
consist primarily of property and equipment. When events or circumstances indicate the carrying value of a long-lived asset may
be impaired, the Company estimates the future undiscounted cash flows to be derived from the use and eventual disposition of the
asset to assess whether or not a potential impairment exists. If the carrying value exceeds the estimate of future undiscounted
cash flows, the impairment is calculated as the excess of the carrying value of the asset over the estimate of its fair value.
Fair value is determined primarily using the estimated cash flows discounted at a rate commensurate with the risk involved. No
long-lived asset impairment was recognized during the three or nine months ended September 30, 2023 or 2022.
Product Warranties
The Company sells
the majority of its products to customers along with conditional repair or replacement warranties. The Company’s branded
DC mobile chargers are warrantied for two years from the date of sale and its branded VPR 4EVER Classic and Platinum batteries
are warrantied at gradually lesser levels over a twelve-year period from date of sale. The Company determines its estimated liability
for warranty claims based on the Company’s experience of the amount of claims actually made. Management estimates no liability
as of September 30, 2023 and December 31, 2022 because, historically, there have been very few claims and costs for repairs or
replacement parts have been nominal. It is possible that the Company’s estimate of liability for product liability claims
will change in the near term.
Liability for
Refunds
The Company does
not have a formal return policy but does accept returns under its warranty policies. Returns have historically been minimal.
Revenue Recognition
The
Company’s revenue is generated from the sale of products consisting primarily of batteries and accessories. The Company recognizes
revenue when control of goods or services is transferred to its customers in an amount that reflects the consideration it is expected
to be entitled to in exchange for those goods or services. To determine revenue recognition, the Company performs the following five
steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine
the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize
revenue when (or as) the performance obligation(s) are satisfied. Revenue is recognized upon shipment or delivery to the customer, as
that is when the customer obtains control of the promised goods and the Company’s performance obligation is considered satisfied.
As such, accounts receivable is recorded at the time of shipment or will call, when the Company’s right to the consideration becomes
unconditional and the Company determines there are no uncertainties regarding payment terms or transfer of control.
Concentration of Major Customers
A
customer is considered a major customer when net revenue attributable to the customer exceeds 10% of total revenue for the period or
outstanding receivable balances exceed 10% of total receivables.
During
the three months ended September 30, 2023, sales to three customers totaled $700,071, comprising approximately 38% of total sales. These
customers represented 31% of total accounts receivable as of September 30, 2023. During the nine months ended September 30, 2023, sales
to two customers totaled $1,178,142, comprising approximately 23% of total sales. These customers represented 23% of total accounts receivable
as of September 30, 2023. Accounts receivable from three additional customers totaled $190,495, representing approximately 40% of accounts
receivable as of September 30, 2023.
During the
three months ended September 30, 2022, sales to two customers totaled $394,936, comprising approximately 28% of total sales. There
were no accounts receivable for these customers as of September 30, 2022. During the nine months ended September 30, 2022, sales
to two customers totaled $1,816,821, comprising approximately 32% of total sales. Accounts receivables for these customers totaled
$7,486, representing approximately 3% of total accounts receivable as of September 30, 2022. Accounts receivable from two additional
customers totaled $90,789, representing approximately 32% of total accounts receivables as of September 30, 2022.
Shipping and Handling
Costs
Shipping and handling
fees billed to customers are classified in the Statement of Operations in “Sales, net” and totaled $27,398 and
$6,133 during the three months ended September 30, 2023 and 2022, respectively, and $52,296 and $17,514 during the nine months
ended September 30, 2023 and 2022, respectively. Shipping and handling costs for shipping product to customers totaled $58,141
and $54,840 during the three months ended September 30, 2023 and 2022, respectively, and $149,898 and $137,497 during the nine
months ended September 30, 2023 and 2022, respectively, and are classified in selling, general, and administrative expense in the
accompanying Statements of Operations.
Advertising and
Marketing Costs
The
Company expenses advertising and marketing costs as incurred. Advertising and marketing expense totaled $238,163 and $215,994 for the
three months ended September 30, 2023 and 2022, respectively and $690,995 and $527,732 for the nine months ended September 30, 2023 and
2022, respectively, and is included in selling, general and administrative expense in the accompanying Statements of Operations.
Research and Development
Research
and development costs are expensed as incurred. Research and development costs charged to expense amounted to $145,111 and $41,355 for
the three months ended September 30, 2023 and 2022, respectively, and $316,369 and $153,730 for the nine months ended September 30, 2023
and 2022, respectively, and are included in selling, general and administrative expenses in the accompanying Statements of Operations.
Income Taxes
Effective
November 1, 2021, the Company converted from an LLC to a C corporation and, as a result, became subject to corporate federal and state
income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of exiting assets and liabilities and their respective tax basis. Deferred tax assets, including
tax loss and credit carryforwards, and liabilities are measured using the enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities
of a change in tax rates is recognized in income in the period that included the enactment date. Deferred income tax expense represents
the change during the period in the deferred tax assets and deferred tax liabilities. Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not
be realized.
On
March 27, 2020, the United States enacted the Coronavirus Aid, Relief and Economic Security Act (CARES Act). The Cares Act is an emergency
economic stimulus package that includes spending and tax breaks to strengthen the United States economy and fund a nationwide effort
to curtail the effect of COVID-19. The CARES Act provides sweeping tax changes in response to the COVID-19 pandemic. Some of the more
significant provisions are removal of certain limitations on utilization of net operating losses, increasing the loss carryback period
for certain losses to five years, and increasing the ability to deduct interest expense, as well as amending certain provisions of the
previously enacted Tax Cuts and Jobs Act. As of September 30, 2023 and December 31, 2022, the Company has not recorded any income tax
provision/(benefit) resulting from the CARES Act, mainly due to the Company’s history of net operating losses.
On
December 27, 2020, the United States enacted the Consolidated Appropriations Act of 2021 (“CAA”). The CAA includes provisions
extending certain CARES Act provisions and adds coronavirus relief, tax and health extenders. The Company will continue to evaluate the
impact of the CAA and its impact on its financial statements in 2023 and beyond.
Fair Value of Financial Instruments
The
Company accounts for its financial assets and liabilities in accordance with ASC Topic 820, Fair Value Measurement. ASC Topic
820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value, as follows:
Level
1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that are accessible at the measurement date.
The fair value hierarchy gives the highest priority to Level 1 inputs.
Level
2: Observable prices that are based on inputs not quoted on active markets but corroborated by market data. These inputs include
quoted prices for similar assets or liabilities; quoted market prices in markets that are not active; or other inputs that are observable
or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level
3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to
Level 3 inputs. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the
use of unobservable inputs to the extent possible, as well as consider counterparty credit risk in the assessment of fair value.
The
Company’s financial instruments consist principally of cash and cash equivalents, accounts receivable, accounts payable, short-term
revolving loans, stockholder promissory notes, and long-term debt. The fair value of cash and cash equivalents, accounts receivable,
accounts payable, and short-term revolving loans approximates their respective carrying values because of the short-term nature of those
instruments. The fair value of the stockholder promissory notes, convertible notes, and long-term debt approximates their respective
carrying values because the interest rate approximates market rates available to the Company for similar obligations with the same maturities.
Segment Reporting
The
Company currently operates in one reportable segment. An operating segment is defined as a component of an enterprise for which discrete
financial information is available and is reviewed regularly by the Chief Operating Decision Maker (“CODM”) to evaluate performance
and make operating decisions. The Company has identified its CODM as the Chief Executive Officer.
Basic and Diluted
Net Loss Per Share
The
basic net loss per share is calculated by dividing the net loss by the weighted average number of shares outstanding during the period.
Diluted earnings or loss per share adjusts the basic earnings or loss per share for the potentially dilutive impact of securities (e.g.,
options and warrants).
We
calculate basic and diluted net loss per share using the weighted average number of common shares outstanding during the periods presented.
In periods of a net loss position, basic and diluted weighted average common shares are the same. For the diluted earnings per share
calculation, we adjust the weighted average number of common shares outstanding to include dilutive stock options, warrants, unvested
restricted stock units and shares associated with the conversion of any convertible notes or preferred stock, when applicable. We use
the if-converted method for calculating any potential dilutive effect of convertible notes and convertible preferred stock on diluted
net loss per share.
The
following shows the amounts used in computing net loss per share:
Schedule of net loss per share
| |
|
|
|
|
|
| |
|
|
|
|
|
|
| |
Three
Months Ended September 30, | |
Nine
Months Ended September 30, |
| |
2023 | |
2022 | |
2023 | |
2022 |
Net loss | |
$ | (1,814,215 | ) | |
$ | (1,279,304 | ) | |
$ | (5,270,281 | ) | |
$ | (6,067,193 | ) |
Weighted
average common shares outstanding – basic and diluted | |
| 6,910,717 | | |
| 6,802,464 | | |
| 6,878,737 | | |
| 5,913,763 | |
Basic
and diluted net loss per share | |
$ | (0.26 | ) | |
$ | (0.19 | ) | |
$ | (0.77 | ) | |
$ | (1.03 | ) |
As
of September 30, 2023 and December 31, 2022, the Company has outstanding warrants, options, and restricted stock units (“RSUs”)
convertible into 1,926,610 and 1,717,936 shares of common stock, respectively. The following table sets forth the number of
shares excluded from the computation of diluted loss per share, as their inclusion would have been anti-dilutive.
Schedule
of anti-dilutive share
As of: | |
September
30, 2023 | |
December
31, 2022 |
Warrants | |
| 802,830 | | |
| 888,436 | |
Stock
options | |
| 1,075,000 | | |
| 829,500 | |
RSUs | |
| 48,780 | | |
| — | |
| |
| 1,926,610 | | |
| 1,717,936 | |
Stock-Based Compensation
The
Company accounts for stock-based compensation in accordance with ASC 718, “Compensation—Stock Compensation”, which
requires compensation costs to be recognized at grant date fair value over the requisite service period of each of the awards. The Company
recognizes forfeitures of awards as they occur.
The
fair value of stock options is determined using the Black-Scholes-Merton option pricing model. In order to calculate the fair value of
the options, certain assumptions are made regarding the components of the model, including risk-free interest rate, volatility, expected
dividend yield and expected life. Changes to assumptions could cause significant adjustments to the valuation.
New Accounting
Pronouncements
In
September 2022, the FASB issued ASU 2022-04, “Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier
Finance Program Obligations,” which is intended to enhance the transparency surrounding the use of supplier finance programs in
connection with the purchase of goods and services. Supplier finance programs may also be referred to as reverse factoring, payables
finance, or structured payables arrangements. The amendments in ASU 2022-04 require a buyer that uses supplier finance programs to disclose
sufficient qualitative and quantitative information about the program to allow a user of financial statements to understand the program’s
nature, activity during the period, changes from period to period, and potential magnitude. ASU 2022-04 is effective for all entities
for fiscal years beginning after December 15, 2022 on a retrospective basis, including interim periods with those fiscal years, except
for the requirement to disclose roll forward information, which is effective prospectively for fiscal years beginning after December
15, 2023. The Company adopted this standard effective January 1, 2023, and the adoption of this guidance did not have an impact on the
Company’s financial statements or disclosures.
In
March 2022, the FASB issued ASU 2022-02, “Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and
Vintage Disclosures,” which addresses and amends areas identified by the FASB as part of its post-implementation review of the
accounting standard that introduced the current expected credit losses (“CECL”) model. The amendments eliminate the accounting
guidance for troubled debt restructurings by creditors that have adopted the CECL model and enhance the disclosure requirements for loan
refinancings and restructurings made with borrowers experiencing financial difficulty. In addition, the amendments require disclosure
of current-period gross write-offs for financing receivables and net investment in leases by year of origination in the vintage disclosures.
For entities, such as Expion360 Inc., that have not yet adopted the CECL accounting model in ASU 2016-13, the effective date for
the amendments in ASU 2022-02 is the same as the effective date in ASU 2016-13 (i.e., fiscal years beginning after December 15, 2022,
including interim periods within those fiscal years). The Company adopted this standard effective January 1, 2023, and the adoption of
this guidance did not have an impact on the Company’s financial statements or disclosures.
In
October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities
from Contracts with Customers.” ASU 2021-08 requires contract assets and contract liabilities acquired in a business combination
to be recognized and measured in accordance with Topic 606, Revenue from Contracts with Customers, on the acquisition date as if the
acquirer had entered into the original contract at the same date and on the same terms as the acquiree. ASU 2021-08 is effective for
fiscal years beginning after December 15, 2022, including interim periods within those fiscal years for public business entities. The
Company adopted this standard effective January 1, 2023, and the adoption of this guidance did not have an impact on the Company’s
financial statements or disclosures.
In
June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments. This ASU replaces the incurred loss impairment
methodology in current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range
of reasonable and supportable information for credit loss estimates on certain types of financial instruments, including trade receivables.
In addition, new disclosures are required. The ASU, as subsequently amended, is effective for the Company for fiscal years beginning
after December 15, 2022. The Company adopted this standard effective January 1, 2023, and the adoption of this guidance did not have
an impact on the Company’s financial statements or disclosures.
Accounting Guidance Issued
but Not Yet Adopted
In
March 2023, the FASB issued ASU 2023-02, “Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments
in Tax Credit Structures Using the Proportional Amortization Method.” This ASU was issued to allow reporting entities to consistently
account for equity investments made primarily for the purpose of receiving income tax credits and other income tax benefits. ASU 2023-02
is effective for the Company for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years.
The Company is currently evaluating the impact of this standard on our financial statements.
In
June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject
to Contractual Sale Restrictions,” which amends the guidance in Topic 820, Fair Value Measurement, to clarify that a contractual
restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is
not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and
measure a contractual sale restriction. In addition, the ASU introduces new disclosure requirements for equity securities subject to
contractual sale restrictions that are measured at fair value. ASU 2022-03 is effective for fiscal years beginning after December 15,
2023, including interim periods within those fiscal years for public business entities. The Company is currently evaluating the impact
of this standard on our financial statements.
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v3.23.3
Property and Equipment, Net
|
9 Months Ended |
Sep. 30, 2023 |
Property, Plant and Equipment [Abstract] |
|
Property and Equipment, Net |
3.
Property and Equipment, Net
Property and equipment
consist of the following:
Schedule of property and equipment
Depreciation expense
was $50,507 and $48,364 for the three months ended September 30, 2023 and 2022, respectively. Depreciation expense was $153,714 and
$115,670 for the nine months ended September 30, 2023 and 2022, respectively. There were disposals and sales of fixed assets during
the nine months ended September 30, 2023 and 2022 resulting in the net cash received of $36,748 and $51,679, respectively.
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v3.23.3
Accrued Expenses and Other Current Liabilities
|
9 Months Ended |
Sep. 30, 2023 |
Payables and Accruals [Abstract] |
|
Accrued Expenses and Other Current Liabilities |
4.
Accrued Expenses and Other Current Liabilities
Accrued expenses
and other current liabilities consist of the following:
Schedule of accrued expenses and other current liabilities
| |
As
of September 30, 2023 | |
As
of December 31, 2022 |
Accrued salaries
and payroll liabilities | |
$ | 222,411 | | |
$ | 169,337 | |
Rebate liability | |
| 30,255 | | |
| 26,015 | |
Commissions | |
| 22,534 | | |
| 9,720 | |
Franchise tax | |
| 4,999 | | |
| 400 | |
Deferred income and deposit
(sublease) | |
| 4,445 | | |
| 14,168 | |
Accrued interest | |
| 153 | | |
| 222 | |
Other | |
| 14,996 | | |
| 86,302 | |
Accrued
expenses and other current liabilities | |
$ | 299,793 | | |
$ | 306,164 | |
|
X |
- DefinitionThe entire disclosure for accounts payable, accrued expenses, and other liabilities that are classified as current at the end of the reporting period.
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v3.23.3
Liabilities for Sale of Future Revenues
|
9 Months Ended |
Sep. 30, 2023 |
Liabilities For Sale Of Future Revenues |
|
Liabilities for Sale of Future Revenues |
5.
Liabilities for Sale of Future Revenues
On December 8, 2020
and January 26, 2021, Reliant Funding, under two separate ACH Total Receipts Purchase Agreements (“Purchase Agreements”),
purchased a 50% interest in the Company’s future revenues for a total aggregate purchase price of $250,000. Pursuant to the
terms of the Purchase Agreements, the purchased percentage continued to be owned by Reliant Funding, until the Company paid the
full purchased amount of $349,750. Repayment of the purchased amount was achieved through 252 daily bank account withdrawals of
$1,388 through December 15, 2021 and $694 thereafter through January 26, 2022. There were no payments made in the three months ended
September 30, 2023 or the same period for 2022. Interest was recognized at an effective annual interest rate of approximately 71%.
The Purchase Agreements were secured by substantially all of the assets of the Company. As of September 30, 2023 and December 31,
2022, the Company had no remaining liability related to the Purchase Agreements.
|
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v3.23.3
Short-Term Revolving Loans
|
9 Months Ended |
Sep. 30, 2023 |
Debt Disclosure [Abstract] |
|
Short-Term Revolving Loans |
6.
Short-Term Revolving Loans
In
2020, the Company received funds under four unsecured Working Capital Loan Agreements (“WC Loans”). As of December 31, 2022,
the loans had been repaid and a balance of $0 was outstanding. Under the WC Loan Agreements and in accordance with the modified terms,
the Company was subject to monthly extended maturity interest of one percent on the ending outstanding monthly balance which increased
one percent for each month beyond the extended maturity date. The WC Loans were repaid in full in April 2022.
The terms of each WC Loan are summarized below:
| ● | $200,000
limit
–
dated
March
22,
2020;
monthly
interest-only
payments
at
15%
annual
interest;
principal
due
12
months
from
date
of
issue.
This
note
was
modified
effective
January
1,
2021
to
extend
the
maturity
date
to
December
31,
2021.
The
Company
paid
$50,000
towards
the
principal
balance
in
November
2021.
The
balance
of
$150,000
was
paid
in
full
in
April
2022
(see
below). |
| ● | $400,000
limit
–
dated
August
31,
2020;
monthly
interest-only
payments
at
10%
annual
interest;
pursuant
to
the
WC
Loan,
the
maturity
was
to
be
determined
by
mutual
agreement
and
was
to
be
at
least
30
days
after
a
maturity
date
is
agreed
upon.
The
note
was
modified
effective
January
1,
2021
to
establish
a
maturity
date
of
December
31,
2021,
and
was
paid
in
full
in
April
2022
(see
below). |
All
fees incurred in connection with obtaining and modifying these agreements were nominal and, given the short-term maturity of one year,
were expensed as incurred. There was no accounting impact to the financial statements related to the modifications.
|
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- DefinitionThe entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.
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v3.23.3
Long-Term Debt
|
9 Months Ended |
Sep. 30, 2023 |
Debt Disclosure [Abstract] |
|
Long-Term Debt |
7.
Long-Term Debt
Long-term debt consisted of the
following at September 30, 2023 and December 31, 2022:
Schedule of long term debt payment
|
|
September
30, 2023 |
|
December
31, 2022 |
Senior secured promissory notes – various investors. Monthly payments of interest only at
10% plus deferred interest of 5% accrued monthly to be paid at maturity. A minimum of one year interest is due at maturity.
Matures the earlier of (a) May 15, 2023, (b) the closing of a qualified subsequent financing or (c) the closing of a change of
control. The notes are senior to all other debt and are secured by substantially all assets of the Company. The notes included
detachable warrants to purchase 482,268 shares of common stock at an exercise price of $3.32 per share (see Note 10 – Stockholders’
Equity in Item 1 – Financial Statements of Part I – Financial Information). Debt issuance costs and discount totaling
$1,287,160 at date of issuance were being amortized and recognized as additional interest expense over the term of the notes using
the straight-line method because it was not substantially different from the effective interest rate method. We determined the
expected life of the notes to be the contractual term. Interest expense related to these notes includes amortization of debt issuance
costs and discount in the amount of $0 and $1,196,843, respectively, for the three months and nine months ended September 30, 2022,
respectively. The notes were paid in full in April 2022.
|
|
$ |
— |
|
|
$ |
— |
|
Note payable – bank. Payable in monthly installments of $332, including interest at 5.8% per annum, due August 2025, secured by equipment and personally guaranteed by a co-founder. |
|
|
7,213 |
|
|
|
9,825 |
|
Note payable – credit union. Payable in monthly installments of $508, including interest at 5.45% per annum, due July 2026, secured by a vehicle and personally guaranteed by a co-founder. |
|
|
15,514 |
|
|
|
19,364 |
|
Note payable – SBA. Economic Injury Disaster Loan payable in monthly installments of $731, including interest at 3.75% per annum, due May 2050, and personally guaranteed by a co-founder. |
|
|
147,735 |
|
|
|
150,114 |
|
Note payable – individual. Monthly payments of interest only at 10% per annum, matured December 31, 2021 resulting in the entire principal balance recorded in current portion of long-term debt on the accompanying Balance Sheets for the year ending December 31, 2021; pursuant to the note, the past due balance is subject to 1% additional monthly interest which increases one percent for each month beyond maturity date, unsecured. The Company remained in compliance with the extended maturity interest payments and paid the note in full in April 2022. |
|
|
— |
|
|
|
— |
|
Note payable – finance company. Payable in monthly installments of $994, including interest at 8.5% per annum, due July 2026, secured by a vehicle and personally guaranteed by a stockholder. The Note was paid in full September 2022. |
|
|
— |
|
|
|
— |
|
Note payable – finance company. Payable in monthly installments of $2,204, including interest at 11.21% per annum, due August 2026, secured by a vehicle and personally guaranteed by a co-founder. The note was paid in full January 2023. |
|
|
— |
|
|
|
79,963 |
|
Notes payable – The Company has acquired six notes payable to GM Financial for vehicles. In April 2022, the Company secured a commercial line up to $300,000 to be used to finance vehicle purchases. The agreement expired in April 2023 but was renewed for a commercial line up to $350,000 and prevailing GM Financial existing term notes will remain. The new agreement expires in April 2024. One note was paid off when the corresponding vehicle was sold in May 2023, so there are five notes remaining at September 30, 2023. The notes are currently payable in aggregate monthly installments of $4,084, including interest at rates ranging from 5.89% to 7.29% per annum, mature at various dates from October 2027 to May of 2028, and are secured by the related vehicles. Two of the notes are personally guaranteed by a co-founder. |
|
|
191,027 |
|
|
|
251,209 |
|
Total |
|
$ |
361,489 |
|
|
$ |
510,475 |
|
Less current portion |
|
|
(50,058 |
) |
|
|
(71,426 |
) |
Long-term debt, net of unamortized debt discount and current portion |
|
$ |
311,431 |
|
|
$ |
439,049 |
|
Future maturities of long-term debt are
as follows:
Schedule of Maturities of Long-Term Debt
|
|
|
Twelve months ending September 30, |
2024 |
$ |
50,058 |
|
2025 |
|
52,934 |
|
2026 |
|
50,982 |
|
2027 |
|
49,561 |
|
2028 |
|
27,963 |
|
Thereafter |
|
129,991 |
|
Total |
$ |
361,489 |
|
|
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- DefinitionThe entire disclosure for long-term debt.
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v3.23.3
Stockholder Promissory Notes
|
9 Months Ended |
Sep. 30, 2023 |
Stockholder Promissory Notes |
|
Stockholder Promissory Notes |
8.
Stockholder Promissory Notes
As
of both September 30, 2023 and December 31, 2022, the Company had an outstanding principal balance of $825,000 due to stockholders under
unsecured Promissory Notes Agreements (“Notes”). The Notes require monthly interest-only payments at 10% per annum. The Notes
mature at various dates from January 2024 to December 2024 as follows: January 2024 - $125,000; August 2024 - $500,000 (this note would
have matured at August 2023, but in June 2023, an agreement was signed extending the maturity date to August 2024); and December 2024
- $200,000.
Interest
paid to the stockholders under the Notes totaled $20,627 and $20,627 during the three months ended September 30, 2023 and September 30,
2022, respectively. Interest paid to the stockholders under the Notes totaled $61,881 and $61,881 during the nine months ended September
30, 2023 and September 30, 2022, respectively. There was no accrued interest as of September 30, 2023 or December 31, 2022 related to
these Notes.
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v3.23.3
Commitments and Contingencies
|
9 Months Ended |
Sep. 30, 2023 |
Commitments and Contingencies Disclosure [Abstract] |
|
Commitments and Contingencies |
9.
Commitments and Contingencies
Operating Leases
The
Company leases its warehouses and office space under long-term lease arrangements. None of its leases include characteristics specified
in ASC 842, Leases, that require classification as financing leases, and accordingly, these leases are accounted for as operating
leases. The Company does not recognize a right-of-use asset and lease liability for short-term leases, which have terms of 12 months
or less. For longer-term lease arrangements that are recognized on the Company’s Balance Sheet, the right-of-use asset and lease
liability are initially measured at the commencement date based upon the present values of the lease payments due under the leases.
The
implicit interest rates of the Company’s lease arrangements are generally not readily determinable and as such, the Company applies
an incremental borrowing rate, which is established based upon the information available at the lease commencement date, to determine
the present value of lease payments due under the arrangement. Under ASC 842, the incremental borrowing rate (IBR) for leases must be
(1) a rate of interest over a similar term, and (2) for an amount that is equal to the lease payments. The Company uses both the Federal
Reserve Economic Data (FRED) U.S. corporate debt effective yield and the U.S. Treasury rates adjusted for credit spread as the primary
data points for purposes of determining the IBR.
In the first quarter
of 2022, the Company entered into two new long-term, non-cancelable operating lease agreements for office and warehouse space resulting
in the Company recognizing an additional lease liability totaling of $2,348,509, representing the present value of the lease payments
discounted using an effective interest rate of 8.07% and 8.86%, and corresponding right-of-use assets of $2,348,509. The leases
expire in December 2026 and December 2028. The second lease contains one three-year option to renew. The lease is guaranteed
by a co-founder.
In
the first quarter of 2021, the Company entered into a long-term, non-cancelable operating lease agreement for office and warehouse space
resulting in the Company recognizing an additional lease liability totaling of $1,268,089, representing the present value of the lease
payments discounted using an effective interest rate of 7.47% and a corresponding right-of-use asset of $1,268,089. The lease expires
in January 2028 and contains one three-year option to renew. The lease is guaranteed by a co-founder.
The Company has two
other leases—one that expired in January 2023 and one that expires in February 2025. The leases generally provide for annual
increases based on a fixed amount and generally require the Company to pay real estate taxes, insurance, and repairs. Both leases
are guaranteed by a co-founder.
The following
is a summary of total lease costs during the three months and nine months ended September 30, 2023 and 2022:
Schedule of lease cost
| |
|
|
|
|
|
| |
|
|
|
|
|
|
| |
Three
Months Ended September 30, | |
Nine
Months Ended September 30, |
| |
2023 | |
2022 | |
2023 | |
2022 |
Operating
lease cost | |
$ | 187,315 | | |
$ | 198,795 | | |
$ | 562,660 | | |
$ | 561,949 | |
Short-term
lease costs | |
| — | | |
| 450 | | |
| 150 | | |
| 3,077 | |
Variable
lease costs | |
| — | | |
| — | | |
| — | | |
| — | |
Sublease
income | |
| (10,440 | ) | |
| (25,022 | ) | |
| (39,476 | ) | |
| (98,364 | ) |
| |
$ | 176,875 | | |
$ | 174,223 | | |
$ | 523,334 | | |
$ | 466,662 | |
The
weighted-average remaining lease term was 4.78 years and 5.49 years as of September 30, 2023 and December 31, 2022, respectively. The
weighted average discount rate was 8.48% and 8.48%, as of September 30, 2023 and December 31, 2022, respectively. Operating cash flows
from the operating leases totaled $116,591 and $115,442 for the three months ended September 30, 2023 and 2022, respectively, and $350,794
and $322,112 for the nine months ended September 30, 2023 and 2022, respectively.
The
total lease liability as of September 30, 2023 and December 31, 2022 was $2,883,217 and $3,220,019, respectively.
The
following is a maturity analysis of the annual undiscounted cash flows of the operating lease liabilities as of September 30, 2023, for
years ending September 30:
Schedule of future minimum lease payment
|
Total |
2024 |
$ |
731,243 |
|
2025 |
|
725,589 |
|
2026 |
|
727,150 |
|
2027 |
|
703,541 |
|
2028 |
|
532,833 |
|
Thereafter |
|
112,569 |
|
Total future minimum lease payments |
$ |
3,532,925 |
|
Less imputed interest |
|
(649,708 |
) |
Total |
$ |
2,883,217
|
|
|
|
|
|
Current lease liability |
$ |
506,743 |
|
Noncurrent lease liability |
|
2,376,474 |
|
Total |
$ |
2,883,217
|
|
Subleases
The Company subleases
office and warehouse space under one of its existing operating leases with similar terms as the Company’s lease agreements.
Because the Company is not relieved of its primary obligations under the original lease, the Company accounts for the subleases
as a lessor. Sublease rental income is recorded based on the contractual rental payments which are not substantially different
from recognition on a straight-line basis over the lease term and totaled $10,440 and $25,022 during the three months ended
September 30, 2023 and 2022, respectively, and $39,476 and $98,364 during the nine months ended September 30, 2023 and 2022,
respectively. As of September 30, 2023 and December 31, 2022, deferred income and a sublease deposit totaled $4,445 and $14,168,
respectively, and is included in accrued expenses and other current liabilities on the accompanying Balance Sheets.
The following
are the total future minimum sublease payments as of September 30, 2023:
Schedule of
future minimum sublease payments
Twelve months ending September
30, |
|
|
|
2024 |
$ |
42,491 |
|
2025 |
|
17,922 |
|
Total future minimum lease
payments |
$ |
60,413 |
|
Litigation
The
Company may be involved from time to time in litigation or claims arising in the ordinary course of its business. While the ultimate
liability, if any, arising from these claims cannot be determined with certainty, the Company believes that the resolution of any such
matters will not likely have a material adverse effect on the Company’s financial statements.
On
November 22, 2022, Expion360 Inc. (the “Company”) received notice of a complaint (the
“Complaint”) filed against it in Oregon state court by Ravi Sinha. The Complaint alleges, inter alia,
that Mr. Sinha is entitled to 282,284 shares of the Company’s common stock, or in the alternative, $300,000 plus interest in connection
with services he previously rendered the Company as its chief executive officer. On March 21, 2023, the Company entered into a settlement
agreement with Mr. Sinha and the matter has been resolved with cash and the issuance of common stock (see Note 10 – Stockholders’
Equity in Item 1 – Financial Statements of Part I – Financial Information).
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v3.23.3
Stockholders’ Equity
|
9 Months Ended |
Sep. 30, 2023 |
Equity [Abstract] |
|
Stockholders’ Equity |
10.
Stockholders’ Equity
The
Company is authorized to issue an aggregate of 220,000,000 shares of capital stock, par value $0.001 per share, consisting
of 200,000,000 shares of common stock and 20,000,000 shares of preferred stock. On March 31, 2023, at the closing price of $4.84 per
share, the Company issued 52,000 shares of common stock as part of the settlement agreement with Mr. Sinha dated March 21, 2023. As of
September 30, 2023 and December 31, 2022, 6,910,717 and 6,802,464 shares, respectively, of common stock were issued and outstanding.
No shares of preferred stock have been issued.
A
holder of common stock is entitled to one vote for each share of common stock. The holders of common stock have no conversion, redemption
or preemptive rights and shall be entitled to receive dividends when, as, and if declared by the board of directors. Upon dissolution,
liquidation, or winding up of the Company, after payment or provision for payment of debts and other liabilities of the Company, subject
to the rights, if any, of the holders of any class or series stock having a preference over the right to participate with common stock
with respect to the distribution of assets of the Company upon such dissolution, liquidation, or winding up of the Company, the holders
of common stock shall be entitled to receive the remaining assets of the Company available for distribution to its stockholders ratably
in proportion to the number of shares of common stock held.
Since
no shares of preferred stock have been issued, no rights and privileges of preferred stockholders have been defined.
Initial Public
Offering
On
April 1, 2022, the Company completed an initial public offering (“IPO”). A total of 2,466,750 shares of common stock were
sold at $7.00 per share in the IPO, for total gross proceeds of $17,267,250. The Company incurred IPO costs of $2,494,763 resulting in
net proceeds of $14,772,487. Additionally, during the year ended December 31, 2022, the Company issued 35,714 shares of common stock
at $7.00 per share to an outside third party in exchange for IPO services. The fair value of the shares of $249,998 were recorded as
an increase to common stock of $36 (35,714 shares at $.001 par value) and additional paid in capital of $249,962 and a corresponding
reduction to additional paid in capital of $249,998, resulting in a net decrease in additional paid in capital of $36.
Warrants/Options
On August 10, 2023,
the Company issued 25,000 warrants to their investor relations firm in accordance with a letter of engagement signed July 22, 2022,
to purchase 25,000 shares of common stock at an exercise price of $5.00 per share. The warrants expire 2 years from date of grant
(August 9, 2025). The fair value of the warrants was determined at date of issuance using the Black-Scholes option-pricing model
and following assumptions: per share price of common stock on date of grant $5.20, expected dividend yield of 0%, expected volatility
of 88%, risk-free interest rate of 4.82% and expected life based on contractual life of 2 years. The fair value of $65,046
was recorded as an increase in additional paid-in capital and expensed to Legal and Professional Services.
On
April 1, 2022, the Company issued warrants to IPO underwriters to purchase 148,005 shares of common stock at an exercise price of $9.10
per share. The warrants are exercisable 180 days after grant (September 27, 2022) and expire 5 years from date of grant (March 31, 2027).
The fair value of the warrants was determined at date of issuance using the Black-Scholes option-pricing model and the following assumptions:
per share price of common stock on date of grant of $7, expected dividend yield of 0%, expected volatility of 110.03%, risk-free interest
rate of 2.55% and expected life based on contractual life of 5 years. The fair value of $916,238 was recorded as an increase in additional-paid-in
capital and a reduction to additional paid-in capital since the warrants were issued as IPO fees to underwriters, resulting in a zero
impact to additional paid-in capital.
During
the nine months ended September 30, 2023, 15,000 warrants exercisable at $3.32 per share were exercised on a cash basis which resulted
in the issuance of 15,000 shares of common stock. In addition, 22,606 warrants exercisable at $3.32 per share were exercised using the
cashless conversion option, which resulted in the issuance of 10,151 shares of common stock. This leaves 521,825 warrants remaining with
an exercise price of $3.32.
During
the nine months ended September 30, 2023, 73,000 warrants exercisable at $2.90 per share were exercised using the cashless conversion
option which resulted in the issuance of 31,102 shares of common stock. This leaves 78,000 warrants remaining with an exercise price
of $2.90.
As of September
30, 2023 and December 31, 2022, a total of 772,830 and 858,436 warrants were issued and outstanding, respectively. As of September
30, 2023 and December 31, 2022, a total of 30,000 options, which were not issued under a specified plan, were outstanding. As of
September 30, 2023, below is a summary of the various warrants/options issued and outstanding:
Schedule of various warrants/options issued and outstanding
Number
of warrants/non-plan options
|
Exercise Price |
Weighted Average Remaining
Life (Yrs) |
25,000 |
$5.00 |
1.86 |
521,825 |
$3.32 |
8.15 |
78,000 |
$2.90 |
1.11 |
30,000 |
$3.32 |
1.11 |
148,005 |
$9.10
|
3.50 |
802,830 |
|
|
Stock Option Plans
As of September 30,
2023, the Company had adopted two stock-based compensation plans, the 2021 Incentive Award Plan and the 2021 Employee Stock Purchase
Plan, both of which are described below and became effective upon the initial public offering. On May 2, 2022, the Company granted
829,500 options and on August 23, 2023, the Company granted 245,500 options and 48,780 restricted stock units (“RSUs”)
under the 2021 Incentive Award Plan. No shares have been issued to date under the 2021 Employee Stock Purchase Plan. The compensation
cost that has been charged against operations was $2,114,529 for the year ended December 31, 2022 and $124,785 for the three months
ended September 30, 2023.
2021 Incentive Award Plan
The purpose of the
Company’s 2021 Incentive Award Plan is to enhance the Company’s ability to attract, retain and motivate persons who
make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities.
Various stock-based awards may be granted under the plan to eligible employees, consultants, and non-employee directors. The number
of shares issued under the plan is subject to limits and is adjusted annually. No more than 1,000,000 shares may be issued pursuant
to the exercise of incentive stock options. The aggregate share limit will be subject to an annual increase on the first day of
each calendar year ending on and including January 1, 2031, by a number of shares equal to the lesser of (i) a number equal to
5% of the aggregate number of shares of the Company's common stock outstanding on the final day of the immediately preceding calendar
year and (ii) such smaller number of shares as is determined by the Company's board or committee. As of September 30, 2023, the
aggregate number of shares that can be issued under the Plan is 1,199,623, of which 1,075,000 options and 48,780 RSUs have been
granted. The number of shares granted, the exercise price, and the terms will be determined at date of grant; however, the exercise
price shall not be less than 100% of the fair value on the grant date (110% for options granted to greater than 10% stockholders)
and the term shall not exceed ten years.
2021 Employee Stock Purchase Plan
The
purpose of the Company’s 2021 Employee Stock Purchase Plan is to assist eligible employees of the Company in acquiring a stock
ownership in the Company and to help such employees provide for their future security and to encourage them to remain in the employment
of the Company. The plan consists of a Section 423 Component and Non-Section 423 Component. The Section 423 Component is intended to
qualify as an employee stock purchase plan and also authorizes the grant of options. Options granted under the Non-Section 423 Component
shall be granted pursuant to separate offerings containing sub-plans. The Company may make one or more offerings under the plan. The
duration and timing of each offering period may be established or changed by the board, but in no event may an offering period exceed
27 months and in no event may the purchase period for the option exceed the duration of the offering period under which it is established.
On each exercise date for an offering period, each participant shall automatically be deemed to have exercised the option to purchase
the largest number of whole shares which can be purchased under the offering. Option awards are generally granted with an exercise price
equal to 85% of the lesser of the fair market value of a share on (a) the applicable grant date and (b) the applicable exercise date,
or such other price as designated by the administrator, provided that in no event shall the option price be less that the per share par
value price. The maximum number of shares granted under the plan shall not exceed 2,500,000 shares.
The
fair value of each option is estimated on the date of grant using the Black-Scholes option pricing model. The option-pricing model requires
a number of assumptions, of which the most significant are the expected stock price volatility and the expected option term. Expected
volatility was calculated based upon similar traded companies’ historical share price movements as adequate historical experience
is not available to provide a reasonable estimate. Expected term is calculated based on the simplified method as adequate historical
experience is not available to provide a reasonable estimate. The simplified method will continue to apply until enough historical experience
is available to provide a reasonable estimate of the expected term. The risk-free interest rate is calculated based on the yield from
U.S. Treasury zero-coupon bonds with an equivalent term. The Company has historically not paid dividends and have no foreseeable plans
to pay dividends.
The
Company has computed the fair value of all options granted during the year ended December 31, 2022 using the following assumptions:
Schedule of assumptions used
Expected
volatility |
|
|
109.48% - 113.32% |
Expected
dividends |
|
|
None |
Expected
term (in years) |
|
|
2.5 – 5.01 |
Risk free
rate |
|
|
2.83% – 3.01% |
The
Company has computed the fair value of the 245,500 options granted during the nine months ended September 30, 2023 using the following
assumptions:
Expected
volatility | |
| 105 | % |
Expected
dividends | |
| None |
Expected
term (in years) | |
| 6.0 |
Risk
free rate | |
| 4.33% |
The following table
summarizes the Company’s stock option activity under the 2021 Incentive Plan:
Schedule of stock option activity
(in thousands
except number of options and per options data) |
|
Number
of options |
|
|
|
Weighted
average exercise price |
|
|
|
Weighted
average remaining contractual term (in years) |
|
|
|
Aggregate
intrinsic value (1) |
|
Outstanding at beginning of period |
|
829,500 |
|
|
$ |
3.43 |
|
|
|
8.76 |
|
|
|
— |
|
Granted |
|
245,500 |
|
|
|
4.92 |
|
|
|
— |
|
|
|
— |
|
Exercised |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Forfeited |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Outstanding at end of period |
|
1,075,000 |
|
|
$ |
3.77 |
|
|
|
9.02 |
|
|
$ |
567,595 |
|
Exercisable at end of period |
|
829,500 |
|
|
$ |
3.43 |
|
|
|
7.51 |
|
|
$ |
567,595 |
|
|
(1) |
The aggregate intrinsic
value of options outstanding and options exercisable at beginning of period is $0, as all options are out of the money. |
During the three months ended
September 30, 2023 and 2022, the weighted-average grant-date fair value of the options granted to employees and non-employees was $998,924
and $1,847,193, respectively. Unrecognized compensation expense related to employees was $234,737 as of September 30, 2023. The options
granted in May 2022 were vested 100% at time of grant. The options granted in August 2023 began to vest in equal quarterly installments
beginning September 30, 2023 and ending June 30, 2026.
The following table
summarizes the Company’s restricted stock unit (“RSU”) activity under the 2021 Incentive Plan:
Share-Based
Payment Arrangement, Restricted Stock Unit, Activity
(in thousands
except number of options and per options data) |
|
Number
of restricted stock awards |
|
|
|
|
|
|
Weighted
average grant-date fair value |
Nonvested at beginning of year |
|
— |
|
|
$ |
|
|
|
— |
Granted |
|
48,780 |
|
|
|
|
|
|
239,998 |
Vested |
|
— |
|
|
|
|
|
|
— |
Forfeited |
|
— |
|
|
|
|
|
|
— |
Nonvested at end of year |
|
48,780 |
|
|
$ |
|
|
|
239,998 |
There
was $0.2 million of total unrecognized compensation cost related to non-vested RSUs that are expected to be recognized over a period
of up to 0.70 years.
Common Stock Reserved
for Future Issuance
The
following is a summary of common stock shares reserved for future issuance as of September 30, 2023:
Schedule of common stock shares reserved for future issuance
|
|
|
|
|
Exercise
of warrants |
|
|
772,830 |
|
Exercise
of options unrelated to any Plan |
|
|
30,000 |
|
Exercise
of stock options – 2021 Incentive Award Plan |
|
|
1,075,000 |
|
Exercise
of restricted stock units – 2021 Incentive Award Plan |
|
|
48,780 |
|
Total
shares of common stock reserved for future issuances |
|
|
1,926,610 |
|
|
X |
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- DefinitionThe entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.
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v3.23.3
Income Taxes
|
9 Months Ended |
Sep. 30, 2023 |
Income Tax Disclosure [Abstract] |
|
Income Taxes |
11.
Income Taxes
The Company
has incurred losses and consequently recorded no provision beyond the minimum or base tax rate for state or federal income taxes
for the three or nine months ended September 30, 2023. The Company maintains a full valuation allowance on all deferred tax assets,
as it has concluded that it is more likely than not that these assets will not be realized. As of September 30, 2023 and December
31, 2022, there were no material unrecognized tax benefits included in the accompanying balance sheets that would, if recognized,
affect the effective tax rate. For the three months ended September 30, 2023, the Company accrued $1,380 for 2023 state income
taxes, and for the three months ended September 30, 2022, the Company accrued and incurred state taxes of $0. For the nine months
ended September 30, 2023, the Company has net state tax expenses totaling $1,341 due to a small refund, and for the nine months
ended September 30, 2022, the Company incurred state taxes of $300.
|
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- DefinitionThe entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.
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v3.23.3
401(k) Plan
|
9 Months Ended |
Sep. 30, 2023 |
Retirement Benefits [Abstract] |
|
401(k) Plan |
12.
401(k) Plan
The
Company adopted a 401(k) Plan (“Plan”) for the benefit of its employees. Employees may contribute to the Plan within defined
limits as defined by the Internal Revenue Service. Substantially all employees are eligible to participate. The Company has the option
to make profit sharing contributions at its discretion. No profit-sharing contributions have been made.
|
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v3.23.3
Related Party Transactions
|
9 Months Ended |
Sep. 30, 2023 |
Related Party Transactions |
|
Related Party Transactions |
13.
Related Party Transactions
As
of September 30, 2023 and December 31, 2022, related party transactions consisted of Stockholder Promissory Notes (see Note 8 –
Stockholder Promissory Notes in Item 1 – Financial Statements of Part I – Financial Information).
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v3.23.3
Subsequent Events
|
9 Months Ended |
Sep. 30, 2023 |
Subsequent Events [Abstract] |
|
Subsequent Events |
14.
Subsequent Events
The
date to which events occurring after September 30, 2023, the date of the most recent Balance Sheets, have been evaluated for possible
adjustment to the financial statements or disclosures is November 7, 2023, which is the date the financial statements were issued.
On
October 13, 2023, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”) during which the Company’s
stockholders approved an amendment to the Company’s 2021 Incentive Award Plan to increase by 250,000 the number of shares of Common
Stock authorized for issuance under the plan. The Company filed an 8-K related to the results of the Annual Meeting on October 16, 2023.
On
October 12, 2023, the Company filed an 8-K related to a published press release introducing a pilot program to offer transformative solar
and energy storage solutions in partnership with REPM Corp.
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- DefinitionThe entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -URI https://asc.fasb.org/topic&trid=2122774
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662
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v3.23.3
Summary of Significant Accounting Policies (Policies)
|
9 Months Ended |
Sep. 30, 2023 |
Accounting Policies [Abstract] |
|
Basis of Presentation |
Basis of Presentation
The
accompanying unaudited financial statements have been prepared by the Company in accordance with accounting principles generally accepted
in the United States of America (U.S. GAAP) for interim financial information, and pursuant to the instructions to Form 10-Q and Article
10 of Regulation S-X promulgated by the Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information
and footnotes required by U.S. GAAP for complete financial statement presentation. However, the Company believes that the disclosures
are adequate to make the information presented not misleading. In the opinion of management, all adjustments (consisting primarily of
normal recurring accruals) considered necessary for a fair presentation have been included.
Operating
results for the three- and nine-month periods ended September 30, 2023 and 2022 are not necessarily indicative of the results that may
be expected for the year ending December 31, 2023. The unaudited interim financial statements should be read in conjunction with our
Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 30, 2023.
Unless
otherwise noted, all references to shares and stockholders in the accompanying financial statements have been restated retrospectively,
to reflect the equity structure of the C corporation as of the beginning of the first period presented.
|
Reclassification of Prior Year Presentation |
Reclassification
of Prior Year Presentation
Certain
prior year amounts have been reclassified for consistency with current year presentation. These reclassifications had no effect on the
reported results of operations.
|
Going Concern, Liquidity and Capital Resources |
Going Concern,
Liquidity and Capital Resources
The
Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding before
the Company achieves sustainable revenues and profit from operations. The Company expects to continue to incur additional losses for
the foreseeable future, and the Company may need to raise additional debt or equity financing to expand its presence in the marketplace,
develop new products, achieve operating efficiencies, and accomplish its long-term business plan over the next several years. There can
be no assurance as to the availability or terms upon which such financing and capital might be available.
As presented in the
accompanying financial statements, the Company has sustained recurring losses and negative cash flows from operations. These factors
raise substantial doubt about the Company’s ability to continue as a going concern within twelve months after the date that
the financial statements for the three and nine month periods ended September 30, 2023 are issued. However, management is working
to address its cash flow challenges, including raising additional capital, managing inventory levels, identifying alternative supply
chain resources, and managing operational expenses.
Historically, the
Company’s growth has been funded through a combination of sales of equity interests, third party debt, and working capital
loans. The Company’s sales for the three months ended September 30, 2023 increased 36.7% and sales for the nine months ended
September 30, 2023 decreased 10.8% compared to the same periods in 2022. For the nine months ended September 30, 2023, we received
net proceeds of $49,777 from warrant exercises. On April 1, 2022, the Company completed an initial public offering and listing
of its shares on the Nasdaq Stock Market (IPO). Proceeds from the IPO, net of costs, totaled $14,772,487, of which approximately
$2,464,000 was used to pay down principal and accrued interest on high interest-bearing debt. The remaining proceeds have thus
far and will continue to be used, in part, to stock inventory to keep up with demand and to build in-house assembly lines to
improve the cash-flow cycle and help reduce the four-month turnaround that the Company currently experiences from suppliers in
China. In the first half of 2022, a distribution warehouse was set up in Indiana to better service customers throughout the U.S.
and an assembly facility was leased in Redmond, Oregon for future expansion of the in-house assembly lines. Additionally, management
has secured a secondary source for lithium iron phosphate cells used in its batteries that is based in Denmark, should supply disruption
issues with China arise. Management believes that these factors will contribute to achieving operating efficiency and profitability.
However, there can be no assurance that the Company will be successful in achieving its objectives, including achieving operating
efficiency and profitability.
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the
realization of assets and the settlement of liabilities and commitments in the normal course of business; however, the above conditions
raise substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect
the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that
may result should the Company be unable to continue as a going concern.
|
Use of Estimates |
Use of Estimates
The
preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting period. Actual results could vary materially from the estimates
that were used. The Company’s significant accounting estimates include the carrying value of accounts receivable and inventory,
the depreciable lives of fixed assets, and stock-based compensation.
Future
events, including the extent and the duration of the COVID-19-related economic impacts and their effects, cannot be predicted with certainty
and, accordingly, the Company’s accounting estimates require the exercise of judgment.
|
Cash and Cash Equivalents |
Cash and Cash
Equivalents
The
Company considers all cash amounts which are not subject to withdrawal restrictions or penalties and all highly liquid investments purchased
with an original maturity of three months or less from the date of purchase to be cash equivalents. The Company maintains its cash balances
with high-quality financial institutions located in the United States. Cash accounts are secured by the Federal Deposit Insurance Corporation
(“FDIC”) up to $250,000 per institution. At times, balances may exceed federally insured limits. Investment accounts are
placed in funds consisting of US Treasury-related ultra-short paper. The Company has not experienced any losses in such accounts and
management believes that the Company is not exposed to any significant credit risk with respect to its cash and cash equivalents. As
of September 30, 2023, cash balances exceeded FDIC limits by $547,054 and investment accounts totaling $2,100,847 are invested in US
Treasury-related ultra-short paper.
|
Accounts Receivable |
Accounts Receivable
Accounts
receivable are recorded at the invoiced amount, are due within a year or less, and generally do not bear any
interest. The Company performs ongoing credit evaluations of its customers and generally requires no collateral. An allowance for
uncollectible accounts is recorded to reduce accounts receivable to the estimated amount that will be collected. The allowance
is based upon management’s review of the accounts receivable aging and specific identification of potentially uncollectible
balances. Recoveries of accounts previously written off and adjustments to the allowance for uncollectible accounts are recorded
as adjustments to bad debt expense. For the three months ended September 30, 2023 and 2022, the Company wrote off $388 and $0,
respectively. For the nine months ended September 30, 2023 and 2022, the Company recovered a net of ($412) and wrote off $19,604,
respectively. There was no allowance for doubtful accounts as of September 30, 2023 or December 31, 2022, as management believed
all outstanding amounts to be fully collectible.
|
Customer Deposits |
Customer Deposits
As
of September 30, 2023 and December 31, 2022, the Company had customer deposits totaling $46,248 and $58, respectively.
|
Inventory |
Inventory
Inventory
is stated at the lower of cost (first in, first out) or net realizable value and consists of batteries and
accessories, resale items, components, and related landing costs. As of September 30, 2023 and December 31, 2022, the Company had
inventory that consisted of finished assemblies totaling $3,306,972 and $3,243,485, respectively, and raw materials (inventory
components, parts, and packaging) totaling $851,511 and $1,286,651, respectively. The valuation of inventory includes fixed production
overhead costs based on normal capacity of the assembly warehouse.
The
Company periodically reviews its inventory for evidence of slow-moving or obsolete inventory and provides for an allowance when considered
necessary. The Company determined that no such reserve was necessary as of September 30, 2023 or December 31, 2022. The Company prepays
for inventory purchases from foreign suppliers. Prepaid inventory totaled $102,646 and $141,611 at September 30, 2023 and December 31,
2022, respectively, and included inventory in transit where title had passed to the Company but had not yet been physically received.
|
Vendor and Foreign Concentrations of Inventory Suppliers |
Vendor and Foreign
Concentrations of Inventory Suppliers
During the three
months ended September 30, 2023 and 2022, respectively, approximately 61% and 91%, respectively, of inventory purchases were made
from foreign suppliers in China and Hong Kong. During the nine months ended September 30, 2023 and 2022, respectively, approximately
71% and 92%, respectively, of inventory purchases were made from foreign suppliers in China and Hong Kong. Any adverse change in
either the economic or political conditions abroad could negatively impact the Company’s supply chain. The inability to obtain
product to meet sales demand could adversely affect results of operations. However, the Company has secured a secondary source
for lithium iron phosphate cells used in its batteries from a supplier in Denmark, enabling the Company to source materials outside
of China in the event it becomes necessary to do so.
|
Property and Equipment |
Property and Equipment
Property
and equipment are stated at cost less depreciation calculated on the straight-line basis over the estimated useful lives of the related
assets as follows:
Schedule of estimated useful lives
Vehicles
and transportation equipment |
|
5
- 7 years |
|
Office
furniture and equipment |
|
3 - 7 years |
|
Manufacturing
equipment |
|
3 - 10 years |
|
Warehouse
equipment |
|
3 - 10 years |
|
QA
equipment |
|
3 - 10 years |
|
Tooling
and molds |
|
3
- 10 years |
|
Leasehold improvements
are amortized over the shorter of the lease term or their estimated useful lives.
Betterments,
renewals, and extraordinary repairs that extend the lives of the assets are capitalized; other repairs and maintenance charges are expensed
as incurred. The cost and related accumulated depreciation and amortization applicable to assets retired are removed from the accounts,
and the gain or loss on disposition is recognized in the Statements of Operations.
|
Leases |
Leases
The
Company determines if an arrangement is a lease at inception. Operating lease right-of-use (“ROU”) assets represent the Company’s
right to use an underlying asset during the lease term, and operating lease liabilities represent
the Company’s
obligation to make lease payments arising from the lease. Operating leases are included in ROU assets, current operating lease liabilities,
and long-term operating lease liabilities on the Company’s Balance Sheets. The Company does not have any finance leases.
Lease
ROU assets and lease liabilities are initially recognized based on the present value of the future minimum lease payments
over the lease term at commencement date calculated using the Company’s incremental borrowing rate applicable to the
lease asset, unless the implicit rate is readily determinable. ROU assets also include any lease payments made at or before
lease commencement and exclude any lease incentives received. The Company’s lease terms may include options to extend
or terminate the lease when it is reasonably certain that the Company will exercise that option. Leases with a term of 12
months or less are not recognized on the Company’s Balance Sheet. The Company’s leases do not contain any
residual value guarantees. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease
term.
The
Company accounts for lease and non-lease components as a single lease component for all its leases.
|
Impairment of Long-Lived Assets |
Impairment of
Long-Lived Assets
Long-lived assets
consist primarily of property and equipment. When events or circumstances indicate the carrying value of a long-lived asset may
be impaired, the Company estimates the future undiscounted cash flows to be derived from the use and eventual disposition of the
asset to assess whether or not a potential impairment exists. If the carrying value exceeds the estimate of future undiscounted
cash flows, the impairment is calculated as the excess of the carrying value of the asset over the estimate of its fair value.
Fair value is determined primarily using the estimated cash flows discounted at a rate commensurate with the risk involved. No
long-lived asset impairment was recognized during the three or nine months ended September 30, 2023 or 2022.
|
Product Warranties |
Product Warranties
The Company sells
the majority of its products to customers along with conditional repair or replacement warranties. The Company’s branded
DC mobile chargers are warrantied for two years from the date of sale and its branded VPR 4EVER Classic and Platinum batteries
are warrantied at gradually lesser levels over a twelve-year period from date of sale. The Company determines its estimated liability
for warranty claims based on the Company’s experience of the amount of claims actually made. Management estimates no liability
as of September 30, 2023 and December 31, 2022 because, historically, there have been very few claims and costs for repairs or
replacement parts have been nominal. It is possible that the Company’s estimate of liability for product liability claims
will change in the near term.
|
Liability for Refunds |
Liability for
Refunds
The Company does
not have a formal return policy but does accept returns under its warranty policies. Returns have historically been minimal.
|
Revenue Recognition |
Revenue Recognition
The
Company’s revenue is generated from the sale of products consisting primarily of batteries and accessories. The Company recognizes
revenue when control of goods or services is transferred to its customers in an amount that reflects the consideration it is expected
to be entitled to in exchange for those goods or services. To determine revenue recognition, the Company performs the following five
steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine
the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize
revenue when (or as) the performance obligation(s) are satisfied. Revenue is recognized upon shipment or delivery to the customer, as
that is when the customer obtains control of the promised goods and the Company’s performance obligation is considered satisfied.
As such, accounts receivable is recorded at the time of shipment or will call, when the Company’s right to the consideration becomes
unconditional and the Company determines there are no uncertainties regarding payment terms or transfer of control.
|
Concentration of Major Customers |
Concentration of Major Customers
A
customer is considered a major customer when net revenue attributable to the customer exceeds 10% of total revenue for the period or
outstanding receivable balances exceed 10% of total receivables.
During
the three months ended September 30, 2023, sales to three customers totaled $700,071, comprising approximately 38% of total sales. These
customers represented 31% of total accounts receivable as of September 30, 2023. During the nine months ended September 30, 2023, sales
to two customers totaled $1,178,142, comprising approximately 23% of total sales. These customers represented 23% of total accounts receivable
as of September 30, 2023. Accounts receivable from three additional customers totaled $190,495, representing approximately 40% of accounts
receivable as of September 30, 2023.
During the
three months ended September 30, 2022, sales to two customers totaled $394,936, comprising approximately 28% of total sales. There
were no accounts receivable for these customers as of September 30, 2022. During the nine months ended September 30, 2022, sales
to two customers totaled $1,816,821, comprising approximately 32% of total sales. Accounts receivables for these customers totaled
$7,486, representing approximately 3% of total accounts receivable as of September 30, 2022. Accounts receivable from two additional
customers totaled $90,789, representing approximately 32% of total accounts receivables as of September 30, 2022.
|
Shipping and Handling Costs |
Shipping and Handling
Costs
Shipping and handling
fees billed to customers are classified in the Statement of Operations in “Sales, net” and totaled $27,398 and
$6,133 during the three months ended September 30, 2023 and 2022, respectively, and $52,296 and $17,514 during the nine months
ended September 30, 2023 and 2022, respectively. Shipping and handling costs for shipping product to customers totaled $58,141
and $54,840 during the three months ended September 30, 2023 and 2022, respectively, and $149,898 and $137,497 during the nine
months ended September 30, 2023 and 2022, respectively, and are classified in selling, general, and administrative expense in the
accompanying Statements of Operations.
|
Advertising and Marketing Costs |
Advertising and
Marketing Costs
The
Company expenses advertising and marketing costs as incurred. Advertising and marketing expense totaled $238,163 and $215,994 for the
three months ended September 30, 2023 and 2022, respectively and $690,995 and $527,732 for the nine months ended September 30, 2023 and
2022, respectively, and is included in selling, general and administrative expense in the accompanying Statements of Operations.
|
Research and Development |
Research and Development
Research
and development costs are expensed as incurred. Research and development costs charged to expense amounted to $145,111 and $41,355 for
the three months ended September 30, 2023 and 2022, respectively, and $316,369 and $153,730 for the nine months ended September 30, 2023
and 2022, respectively, and are included in selling, general and administrative expenses in the accompanying Statements of Operations.
|
Income Taxes |
Income Taxes
Effective
November 1, 2021, the Company converted from an LLC to a C corporation and, as a result, became subject to corporate federal and state
income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of exiting assets and liabilities and their respective tax basis. Deferred tax assets, including
tax loss and credit carryforwards, and liabilities are measured using the enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities
of a change in tax rates is recognized in income in the period that included the enactment date. Deferred income tax expense represents
the change during the period in the deferred tax assets and deferred tax liabilities. Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not
be realized.
On
March 27, 2020, the United States enacted the Coronavirus Aid, Relief and Economic Security Act (CARES Act). The Cares Act is an emergency
economic stimulus package that includes spending and tax breaks to strengthen the United States economy and fund a nationwide effort
to curtail the effect of COVID-19. The CARES Act provides sweeping tax changes in response to the COVID-19 pandemic. Some of the more
significant provisions are removal of certain limitations on utilization of net operating losses, increasing the loss carryback period
for certain losses to five years, and increasing the ability to deduct interest expense, as well as amending certain provisions of the
previously enacted Tax Cuts and Jobs Act. As of September 30, 2023 and December 31, 2022, the Company has not recorded any income tax
provision/(benefit) resulting from the CARES Act, mainly due to the Company’s history of net operating losses.
On
December 27, 2020, the United States enacted the Consolidated Appropriations Act of 2021 (“CAA”). The CAA includes provisions
extending certain CARES Act provisions and adds coronavirus relief, tax and health extenders. The Company will continue to evaluate the
impact of the CAA and its impact on its financial statements in 2023 and beyond.
|
Fair Value of Financial Instruments |
Fair Value of Financial Instruments
The
Company accounts for its financial assets and liabilities in accordance with ASC Topic 820, Fair Value Measurement. ASC Topic
820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value, as follows:
Level
1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that are accessible at the measurement date.
The fair value hierarchy gives the highest priority to Level 1 inputs.
Level
2: Observable prices that are based on inputs not quoted on active markets but corroborated by market data. These inputs include
quoted prices for similar assets or liabilities; quoted market prices in markets that are not active; or other inputs that are observable
or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level
3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to
Level 3 inputs. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the
use of unobservable inputs to the extent possible, as well as consider counterparty credit risk in the assessment of fair value.
The
Company’s financial instruments consist principally of cash and cash equivalents, accounts receivable, accounts payable, short-term
revolving loans, stockholder promissory notes, and long-term debt. The fair value of cash and cash equivalents, accounts receivable,
accounts payable, and short-term revolving loans approximates their respective carrying values because of the short-term nature of those
instruments. The fair value of the stockholder promissory notes, convertible notes, and long-term debt approximates their respective
carrying values because the interest rate approximates market rates available to the Company for similar obligations with the same maturities.
|
Segment Reporting |
Segment Reporting
The
Company currently operates in one reportable segment. An operating segment is defined as a component of an enterprise for which discrete
financial information is available and is reviewed regularly by the Chief Operating Decision Maker (“CODM”) to evaluate performance
and make operating decisions. The Company has identified its CODM as the Chief Executive Officer.
|
Basic and Diluted Net Loss Per Share |
Basic and Diluted
Net Loss Per Share
The
basic net loss per share is calculated by dividing the net loss by the weighted average number of shares outstanding during the period.
Diluted earnings or loss per share adjusts the basic earnings or loss per share for the potentially dilutive impact of securities (e.g.,
options and warrants).
We
calculate basic and diluted net loss per share using the weighted average number of common shares outstanding during the periods presented.
In periods of a net loss position, basic and diluted weighted average common shares are the same. For the diluted earnings per share
calculation, we adjust the weighted average number of common shares outstanding to include dilutive stock options, warrants, unvested
restricted stock units and shares associated with the conversion of any convertible notes or preferred stock, when applicable. We use
the if-converted method for calculating any potential dilutive effect of convertible notes and convertible preferred stock on diluted
net loss per share.
The
following shows the amounts used in computing net loss per share:
Schedule of net loss per share
| |
|
|
|
|
|
| |
|
|
|
|
|
|
| |
Three
Months Ended September 30, | |
Nine
Months Ended September 30, |
| |
2023 | |
2022 | |
2023 | |
2022 |
Net loss | |
$ | (1,814,215 | ) | |
$ | (1,279,304 | ) | |
$ | (5,270,281 | ) | |
$ | (6,067,193 | ) |
Weighted
average common shares outstanding – basic and diluted | |
| 6,910,717 | | |
| 6,802,464 | | |
| 6,878,737 | | |
| 5,913,763 | |
Basic
and diluted net loss per share | |
$ | (0.26 | ) | |
$ | (0.19 | ) | |
$ | (0.77 | ) | |
$ | (1.03 | ) |
As
of September 30, 2023 and December 31, 2022, the Company has outstanding warrants, options, and restricted stock units (“RSUs”)
convertible into 1,926,610 and 1,717,936 shares of common stock, respectively. The following table sets forth the number of
shares excluded from the computation of diluted loss per share, as their inclusion would have been anti-dilutive.
Schedule
of anti-dilutive share
As of: | |
September
30, 2023 | |
December
31, 2022 |
Warrants | |
| 802,830 | | |
| 888,436 | |
Stock
options | |
| 1,075,000 | | |
| 829,500 | |
RSUs | |
| 48,780 | | |
| — | |
| |
| 1,926,610 | | |
| 1,717,936 | |
|
Stock-Based Compensation |
Stock-Based Compensation
The
Company accounts for stock-based compensation in accordance with ASC 718, “Compensation—Stock Compensation”, which
requires compensation costs to be recognized at grant date fair value over the requisite service period of each of the awards. The Company
recognizes forfeitures of awards as they occur.
The
fair value of stock options is determined using the Black-Scholes-Merton option pricing model. In order to calculate the fair value of
the options, certain assumptions are made regarding the components of the model, including risk-free interest rate, volatility, expected
dividend yield and expected life. Changes to assumptions could cause significant adjustments to the valuation.
|
New Accounting Pronouncements |
New Accounting
Pronouncements
In
September 2022, the FASB issued ASU 2022-04, “Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier
Finance Program Obligations,” which is intended to enhance the transparency surrounding the use of supplier finance programs in
connection with the purchase of goods and services. Supplier finance programs may also be referred to as reverse factoring, payables
finance, or structured payables arrangements. The amendments in ASU 2022-04 require a buyer that uses supplier finance programs to disclose
sufficient qualitative and quantitative information about the program to allow a user of financial statements to understand the program’s
nature, activity during the period, changes from period to period, and potential magnitude. ASU 2022-04 is effective for all entities
for fiscal years beginning after December 15, 2022 on a retrospective basis, including interim periods with those fiscal years, except
for the requirement to disclose roll forward information, which is effective prospectively for fiscal years beginning after December
15, 2023. The Company adopted this standard effective January 1, 2023, and the adoption of this guidance did not have an impact on the
Company’s financial statements or disclosures.
In
March 2022, the FASB issued ASU 2022-02, “Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and
Vintage Disclosures,” which addresses and amends areas identified by the FASB as part of its post-implementation review of the
accounting standard that introduced the current expected credit losses (“CECL”) model. The amendments eliminate the accounting
guidance for troubled debt restructurings by creditors that have adopted the CECL model and enhance the disclosure requirements for loan
refinancings and restructurings made with borrowers experiencing financial difficulty. In addition, the amendments require disclosure
of current-period gross write-offs for financing receivables and net investment in leases by year of origination in the vintage disclosures.
For entities, such as Expion360 Inc., that have not yet adopted the CECL accounting model in ASU 2016-13, the effective date for
the amendments in ASU 2022-02 is the same as the effective date in ASU 2016-13 (i.e., fiscal years beginning after December 15, 2022,
including interim periods within those fiscal years). The Company adopted this standard effective January 1, 2023, and the adoption of
this guidance did not have an impact on the Company’s financial statements or disclosures.
In
October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities
from Contracts with Customers.” ASU 2021-08 requires contract assets and contract liabilities acquired in a business combination
to be recognized and measured in accordance with Topic 606, Revenue from Contracts with Customers, on the acquisition date as if the
acquirer had entered into the original contract at the same date and on the same terms as the acquiree. ASU 2021-08 is effective for
fiscal years beginning after December 15, 2022, including interim periods within those fiscal years for public business entities. The
Company adopted this standard effective January 1, 2023, and the adoption of this guidance did not have an impact on the Company’s
financial statements or disclosures.
In
June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments. This ASU replaces the incurred loss impairment
methodology in current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range
of reasonable and supportable information for credit loss estimates on certain types of financial instruments, including trade receivables.
In addition, new disclosures are required. The ASU, as subsequently amended, is effective for the Company for fiscal years beginning
after December 15, 2022. The Company adopted this standard effective January 1, 2023, and the adoption of this guidance did not have
an impact on the Company’s financial statements or disclosures.
|
Accounting Guidance Issued but Not Yet Adopted |
Accounting Guidance Issued
but Not Yet Adopted
In
March 2023, the FASB issued ASU 2023-02, “Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments
in Tax Credit Structures Using the Proportional Amortization Method.” This ASU was issued to allow reporting entities to consistently
account for equity investments made primarily for the purpose of receiving income tax credits and other income tax benefits. ASU 2023-02
is effective for the Company for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years.
The Company is currently evaluating the impact of this standard on our financial statements.
In
June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject
to Contractual Sale Restrictions,” which amends the guidance in Topic 820, Fair Value Measurement, to clarify that a contractual
restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is
not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and
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v3.23.3
Summary of Significant Accounting Policies (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
Accounting Policies [Abstract] |
|
Schedule of estimated useful lives |
Schedule of estimated useful lives
Vehicles
and transportation equipment |
|
5
- 7 years |
|
Office
furniture and equipment |
|
3 - 7 years |
|
Manufacturing
equipment |
|
3 - 10 years |
|
Warehouse
equipment |
|
3 - 10 years |
|
QA
equipment |
|
3 - 10 years |
|
Tooling
and molds |
|
3
- 10 years |
|
|
Schedule of net loss per share |
Schedule of net loss per share
| |
|
|
|
|
|
| |
|
|
|
|
|
|
| |
Three
Months Ended September 30, | |
Nine
Months Ended September 30, |
| |
2023 | |
2022 | |
2023 | |
2022 |
Net loss | |
$ | (1,814,215 | ) | |
$ | (1,279,304 | ) | |
$ | (5,270,281 | ) | |
$ | (6,067,193 | ) |
Weighted
average common shares outstanding – basic and diluted | |
| 6,910,717 | | |
| 6,802,464 | | |
| 6,878,737 | | |
| 5,913,763 | |
Basic
and diluted net loss per share | |
$ | (0.26 | ) | |
$ | (0.19 | ) | |
$ | (0.77 | ) | |
$ | (1.03 | ) |
|
Schedule of anti-dilutive share |
Schedule
of anti-dilutive share
As of: | |
September
30, 2023 | |
December
31, 2022 |
Warrants | |
| 802,830 | | |
| 888,436 | |
Stock
options | |
| 1,075,000 | | |
| 829,500 | |
RSUs | |
| 48,780 | | |
| — | |
| |
| 1,926,610 | | |
| 1,717,936 | |
|
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v3.23.3
Accrued Expenses and Other Current Liabilities (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
Payables and Accruals [Abstract] |
|
Schedule of accrued expenses and other current liabilities |
Schedule of accrued expenses and other current liabilities
| |
As
of September 30, 2023 | |
As
of December 31, 2022 |
Accrued salaries
and payroll liabilities | |
$ | 222,411 | | |
$ | 169,337 | |
Rebate liability | |
| 30,255 | | |
| 26,015 | |
Commissions | |
| 22,534 | | |
| 9,720 | |
Franchise tax | |
| 4,999 | | |
| 400 | |
Deferred income and deposit
(sublease) | |
| 4,445 | | |
| 14,168 | |
Accrued interest | |
| 153 | | |
| 222 | |
Other | |
| 14,996 | | |
| 86,302 | |
Accrued
expenses and other current liabilities | |
$ | 299,793 | | |
$ | 306,164 | |
|
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v3.23.3
Long-Term Debt (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
Debt Disclosure [Abstract] |
|
Schedule of long term debt payment |
Schedule of long term debt payment
|
|
September
30, 2023 |
|
December
31, 2022 |
Senior secured promissory notes – various investors. Monthly payments of interest only at
10% plus deferred interest of 5% accrued monthly to be paid at maturity. A minimum of one year interest is due at maturity.
Matures the earlier of (a) May 15, 2023, (b) the closing of a qualified subsequent financing or (c) the closing of a change of
control. The notes are senior to all other debt and are secured by substantially all assets of the Company. The notes included
detachable warrants to purchase 482,268 shares of common stock at an exercise price of $3.32 per share (see Note 10 – Stockholders’
Equity in Item 1 – Financial Statements of Part I – Financial Information). Debt issuance costs and discount totaling
$1,287,160 at date of issuance were being amortized and recognized as additional interest expense over the term of the notes using
the straight-line method because it was not substantially different from the effective interest rate method. We determined the
expected life of the notes to be the contractual term. Interest expense related to these notes includes amortization of debt issuance
costs and discount in the amount of $0 and $1,196,843, respectively, for the three months and nine months ended September 30, 2022,
respectively. The notes were paid in full in April 2022.
|
|
$ |
— |
|
|
$ |
— |
|
Note payable – bank. Payable in monthly installments of $332, including interest at 5.8% per annum, due August 2025, secured by equipment and personally guaranteed by a co-founder. |
|
|
7,213 |
|
|
|
9,825 |
|
Note payable – credit union. Payable in monthly installments of $508, including interest at 5.45% per annum, due July 2026, secured by a vehicle and personally guaranteed by a co-founder. |
|
|
15,514 |
|
|
|
19,364 |
|
Note payable – SBA. Economic Injury Disaster Loan payable in monthly installments of $731, including interest at 3.75% per annum, due May 2050, and personally guaranteed by a co-founder. |
|
|
147,735 |
|
|
|
150,114 |
|
Note payable – individual. Monthly payments of interest only at 10% per annum, matured December 31, 2021 resulting in the entire principal balance recorded in current portion of long-term debt on the accompanying Balance Sheets for the year ending December 31, 2021; pursuant to the note, the past due balance is subject to 1% additional monthly interest which increases one percent for each month beyond maturity date, unsecured. The Company remained in compliance with the extended maturity interest payments and paid the note in full in April 2022. |
|
|
— |
|
|
|
— |
|
Note payable – finance company. Payable in monthly installments of $994, including interest at 8.5% per annum, due July 2026, secured by a vehicle and personally guaranteed by a stockholder. The Note was paid in full September 2022. |
|
|
— |
|
|
|
— |
|
Note payable – finance company. Payable in monthly installments of $2,204, including interest at 11.21% per annum, due August 2026, secured by a vehicle and personally guaranteed by a co-founder. The note was paid in full January 2023. |
|
|
— |
|
|
|
79,963 |
|
Notes payable – The Company has acquired six notes payable to GM Financial for vehicles. In April 2022, the Company secured a commercial line up to $300,000 to be used to finance vehicle purchases. The agreement expired in April 2023 but was renewed for a commercial line up to $350,000 and prevailing GM Financial existing term notes will remain. The new agreement expires in April 2024. One note was paid off when the corresponding vehicle was sold in May 2023, so there are five notes remaining at September 30, 2023. The notes are currently payable in aggregate monthly installments of $4,084, including interest at rates ranging from 5.89% to 7.29% per annum, mature at various dates from October 2027 to May of 2028, and are secured by the related vehicles. Two of the notes are personally guaranteed by a co-founder. |
|
|
191,027 |
|
|
|
251,209 |
|
Total |
|
$ |
361,489 |
|
|
$ |
510,475 |
|
Less current portion |
|
|
(50,058 |
) |
|
|
(71,426 |
) |
Long-term debt, net of unamortized debt discount and current portion |
|
$ |
311,431 |
|
|
$ |
439,049 |
|
|
Schedule of Maturities of Long-Term Debt |
Schedule of Maturities of Long-Term Debt
|
|
|
Twelve months ending September 30, |
2024 |
$ |
50,058 |
|
2025 |
|
52,934 |
|
2026 |
|
50,982 |
|
2027 |
|
49,561 |
|
2028 |
|
27,963 |
|
Thereafter |
|
129,991 |
|
Total |
$ |
361,489 |
|
|
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v3.23.3
Commitments and Contingencies (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
Commitments and Contingencies Disclosure [Abstract] |
|
Schedule of lease cost |
Schedule of lease cost
| |
|
|
|
|
|
| |
|
|
|
|
|
|
| |
Three
Months Ended September 30, | |
Nine
Months Ended September 30, |
| |
2023 | |
2022 | |
2023 | |
2022 |
Operating
lease cost | |
$ | 187,315 | | |
$ | 198,795 | | |
$ | 562,660 | | |
$ | 561,949 | |
Short-term
lease costs | |
| — | | |
| 450 | | |
| 150 | | |
| 3,077 | |
Variable
lease costs | |
| — | | |
| — | | |
| — | | |
| — | |
Sublease
income | |
| (10,440 | ) | |
| (25,022 | ) | |
| (39,476 | ) | |
| (98,364 | ) |
| |
$ | 176,875 | | |
$ | 174,223 | | |
$ | 523,334 | | |
$ | 466,662 | |
|
Schedule of future minimum lease payment |
Schedule of future minimum lease payment
|
Total |
2024 |
$ |
731,243 |
|
2025 |
|
725,589 |
|
2026 |
|
727,150 |
|
2027 |
|
703,541 |
|
2028 |
|
532,833 |
|
Thereafter |
|
112,569 |
|
Total future minimum lease payments |
$ |
3,532,925 |
|
Less imputed interest |
|
(649,708 |
) |
Total |
$ |
2,883,217
|
|
|
|
|
|
Current lease liability |
$ |
506,743 |
|
Noncurrent lease liability |
|
2,376,474 |
|
Total |
$ |
2,883,217
|
|
|
Schedule of future minimum sublease payments |
Schedule of
future minimum sublease payments
Twelve months ending September
30, |
|
|
|
2024 |
$ |
42,491 |
|
2025 |
|
17,922 |
|
Total future minimum lease
payments |
$ |
60,413 |
|
|
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v3.23.3
Stockholders’ Equity (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
Equity [Abstract] |
|
Schedule of various warrants/options issued and outstanding |
Schedule of various warrants/options issued and outstanding
Number
of warrants/non-plan options
|
Exercise Price |
Weighted Average Remaining
Life (Yrs) |
25,000 |
$5.00 |
1.86 |
521,825 |
$3.32 |
8.15 |
78,000 |
$2.90 |
1.11 |
30,000 |
$3.32 |
1.11 |
148,005 |
$9.10
|
3.50 |
802,830 |
|
|
|
Schedule of assumptions used |
Schedule of assumptions used
Expected
volatility |
|
|
109.48% - 113.32% |
Expected
dividends |
|
|
None |
Expected
term (in years) |
|
|
2.5 – 5.01 |
Risk free
rate |
|
|
2.83% – 3.01% |
The
Company has computed the fair value of the 245,500 options granted during the nine months ended September 30, 2023 using the following
assumptions:
Expected
volatility | |
| 105 | % |
Expected
dividends | |
| None |
Expected
term (in years) | |
| 6.0 |
Risk
free rate | |
| 4.33% |
|
Schedule of stock option activity |
Schedule of stock option activity
(in thousands
except number of options and per options data) |
|
Number
of options |
|
|
|
Weighted
average exercise price |
|
|
|
Weighted
average remaining contractual term (in years) |
|
|
|
Aggregate
intrinsic value (1) |
|
Outstanding at beginning of period |
|
829,500 |
|
|
$ |
3.43 |
|
|
|
8.76 |
|
|
|
— |
|
Granted |
|
245,500 |
|
|
|
4.92 |
|
|
|
— |
|
|
|
— |
|
Exercised |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Forfeited |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Outstanding at end of period |
|
1,075,000 |
|
|
$ |
3.77 |
|
|
|
9.02 |
|
|
$ |
567,595 |
|
Exercisable at end of period |
|
829,500 |
|
|
$ |
3.43 |
|
|
|
7.51 |
|
|
$ |
567,595 |
|
|
(1) |
The aggregate intrinsic
value of options outstanding and options exercisable at beginning of period is $0, as all options are out of the money. |
|
Share-Based Payment Arrangement, Restricted Stock Unit, Activity |
Share-Based
Payment Arrangement, Restricted Stock Unit, Activity
(in thousands
except number of options and per options data) |
|
Number
of restricted stock awards |
|
|
|
|
|
|
Weighted
average grant-date fair value |
Nonvested at beginning of year |
|
— |
|
|
$ |
|
|
|
— |
Granted |
|
48,780 |
|
|
|
|
|
|
239,998 |
Vested |
|
— |
|
|
|
|
|
|
— |
Forfeited |
|
— |
|
|
|
|
|
|
— |
Nonvested at end of year |
|
48,780 |
|
|
$ |
|
|
|
239,998 |
|
Schedule of common stock shares reserved for future issuance |
Schedule of common stock shares reserved for future issuance
|
|
|
|
|
Exercise
of warrants |
|
|
772,830 |
|
Exercise
of options unrelated to any Plan |
|
|
30,000 |
|
Exercise
of stock options – 2021 Incentive Award Plan |
|
|
1,075,000 |
|
Exercise
of restricted stock units – 2021 Incentive Award Plan |
|
|
48,780 |
|
Total
shares of common stock reserved for future issuances |
|
|
1,926,610 |
|
|
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v3.23.3
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|
9 Months Ended |
Sep. 30, 2023 |
Vehicles And Transportation Equipment [Member] | Minimum [Member] |
|
Property, Plant and Equipment [Line Items] |
|
Property, Plant and Equipment, Useful Life |
5 years
|
Vehicles And Transportation Equipment [Member] | Maximum [Member] |
|
Property, Plant and Equipment [Line Items] |
|
Property, Plant and Equipment, Useful Life |
7 years
|
Office Furniture And Equipment [Member] | Minimum [Member] |
|
Property, Plant and Equipment [Line Items] |
|
Property, Plant and Equipment, Useful Life |
3 years
|
Office Furniture And Equipment [Member] | Maximum [Member] |
|
Property, Plant and Equipment [Line Items] |
|
Property, Plant and Equipment, Useful Life |
7 years
|
Manufacturing Equipment [Member] | Minimum [Member] |
|
Property, Plant and Equipment [Line Items] |
|
Property, Plant and Equipment, Useful Life |
3 years
|
Manufacturing Equipment [Member] | Maximum [Member] |
|
Property, Plant and Equipment [Line Items] |
|
Property, Plant and Equipment, Useful Life |
10 years
|
Warehouse Eequipment [Member] | Minimum [Member] |
|
Property, Plant and Equipment [Line Items] |
|
Property, Plant and Equipment, Useful Life |
3 years
|
Warehouse Eequipment [Member] | Maximum [Member] |
|
Property, Plant and Equipment [Line Items] |
|
Property, Plant and Equipment, Useful Life |
10 years
|
Tooling And Molds [Member] | Minimum [Member] |
|
Property, Plant and Equipment [Line Items] |
|
Property, Plant and Equipment, Useful Life |
3 years
|
Tooling And Molds [Member] | Maximum [Member] |
|
Property, Plant and Equipment [Line Items] |
|
Property, Plant and Equipment, Useful Life |
10 years
|
Q A Equipment [Member] | Minimum [Member] |
|
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|
Property, Plant and Equipment, Useful Life |
3 years
|
Q A Equipment [Member] | Maximum [Member] |
|
Property, Plant and Equipment [Line Items] |
|
Property, Plant and Equipment, Useful Life |
10 years
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v3.23.3
Summary of Significant Accounting Policies (Details 1) - USD ($)
|
3 Months Ended |
9 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Accounting Policies [Abstract] |
|
|
|
|
Net loss |
$ (1,814,215)
|
$ (1,279,304)
|
$ (5,270,281)
|
$ (6,067,193)
|
Weighted average common shares outstanding – basic and diluted |
6,910,717
|
6,802,464
|
6,878,737
|
5,913,763
|
Basic and diluted net loss per share |
$ (0.26)
|
$ (0.19)
|
$ (0.77)
|
$ (1.03)
|
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v3.23.3
Summary of Significant Accounting Policies (Details 2) - shares
|
9 Months Ended |
12 Months Ended |
Sep. 30, 2023 |
Dec. 31, 2022 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] |
|
|
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount |
1,926,610
|
1,717,936
|
Stock Options [Member] |
|
|
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] |
|
|
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount |
802,830
|
888,436
|
Warrant [Member] |
|
|
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] |
|
|
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount |
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|
829,500
|
R S U [Member] |
|
|
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] |
|
|
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount |
48,780
|
|
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v3.23.3
Summary of Significant Accounting Policies (Details Narrative) - USD ($)
|
3 Months Ended |
9 Months Ended |
|
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Dec. 31, 2022 |
Accounting Policies [Abstract] |
|
|
|
|
|
Net proceeds from Warrants |
|
|
$ 49,777
|
|
|
FDIC Limits |
|
|
547,054
|
|
|
Treasury related paper |
|
|
2,100,847
|
|
|
Adjustments to BadDebt Expense |
$ 388
|
$ 0
|
412
|
$ 19,604
|
|
Customer deposits |
46,248
|
|
46,248
|
|
$ 58
|
Finished Inventory |
3,306,972
|
|
3,306,972
|
|
3,243,485
|
Raw materials |
851,511
|
|
851,511
|
|
1,286,651
|
Inventory purchases from foreign suppliers |
102,646
|
|
102,646
|
|
$ 141,611
|
Shipping and handling fee |
27,398
|
6,133
|
52,296
|
17,514
|
|
Shipping and Handling Costs for Shipping Product |
58,141
|
54,840
|
149,898
|
137,497
|
|
Advertising and marketing expense |
238,163
|
215,994
|
690,995
|
527,732
|
|
Research and development costs |
$ 145,111
|
$ 41,355
|
$ 316,369
|
$ 153,730
|
|
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v3.23.3
Property and Equipment, Net (Details) - USD ($)
|
Sep. 30, 2023 |
Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] |
|
|
Property, Plant and Equipment, Gross |
$ 1,348,326
|
$ 1,394,619
|
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment |
(378,286)
|
(250,861)
|
Property, Plant and Equipment, Net |
970,040
|
1,143,758
|
Vehicles And Transportation Equipment [Member] |
|
|
Property, Plant and Equipment [Line Items] |
|
|
Property, Plant and Equipment, Gross |
551,906
|
593,097
|
Leasehold Improvements [Member] |
|
|
Property, Plant and Equipment [Line Items] |
|
|
Property, Plant and Equipment, Gross |
314,819
|
314,819
|
Office Furniture Equipment [Member] |
|
|
Property, Plant and Equipment [Line Items] |
|
|
Property, Plant and Equipment, Gross |
188,131
|
188,131
|
Manufacturing Equipment [Member] |
|
|
Property, Plant and Equipment [Line Items] |
|
|
Property, Plant and Equipment, Gross |
179,274
|
179,274
|
Warehouse Equipment [Member] |
|
|
Property, Plant and Equipment [Line Items] |
|
|
Property, Plant and Equipment, Gross |
81,164
|
81,164
|
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|
|
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|
|
Property, Plant and Equipment, Gross |
33,032
|
22,142
|
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|
|
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|
|
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$ 15,992
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Property and Equipment, Net (Details Narrative) - USD ($)
|
3 Months Ended |
9 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Property, Plant and Equipment [Abstract] |
|
|
|
|
Depreciation expense |
$ 50,507
|
$ 48,364
|
$ 153,714
|
$ 115,670
|
Disposals and sales of fixed assets |
|
|
$ 36,748
|
$ 51,679
|
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v3.23.3
Accrued Expenses and Other Current Liabilities (Details) - USD ($)
|
Sep. 30, 2023 |
Dec. 31, 2022 |
Payables and Accruals [Abstract] |
|
|
Accrued salaries and payroll liabilities |
$ 222,411
|
$ 169,337
|
Rebate liability |
30,255
|
26,015
|
Commissions |
22,534
|
9,720
|
Franchise tax |
4,999
|
400
|
Deferred income and deposit (sublease) |
4,445
|
14,168
|
Accrued interest |
153
|
222
|
Other |
14,996
|
86,302
|
Accrued expenses and other current liabilities |
$ 299,793
|
$ 306,164
|
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v3.23.3
Long-Term Debt (Details) - USD ($)
|
Sep. 30, 2023 |
Dec. 31, 2022 |
Debt Instrument [Line Items] |
|
|
Long-Term Debt |
$ 361,489
|
$ 510,475
|
Debt, Current |
(50,058)
|
(71,426)
|
Long-Term Debt, Excluding Current Maturities |
311,431
|
439,049
|
Senior Secured Promissory Notes [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Long-Term Debt |
|
|
Notes Payable to Banks [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Long-Term Debt |
7,213
|
9,825
|
Note Payable Credit Union [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Long-Term Debt |
15,514
|
19,364
|
Note Payable S B A [Member] |
|
|
Debt Instrument [Line Items] |
|
|
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147,735
|
150,114
|
Note Payable Individual [Member] |
|
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Debt Instrument [Line Items] |
|
|
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|
|
Note Payable Finance Company [Member] |
|
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|
|
Long-Term Debt |
|
|
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|
|
Debt Instrument [Line Items] |
|
|
Long-Term Debt |
|
79,963
|
G M Financial [Member] |
|
|
Debt Instrument [Line Items] |
|
|
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$ 191,027
|
$ 251,209
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v3.23.3
Long-Term Debt (Details 1) - USD ($)
|
Sep. 30, 2023 |
Dec. 31, 2022 |
Debt Disclosure [Abstract] |
|
|
2024 |
$ 50,058
|
|
2025 |
52,934
|
|
2026 |
50,982
|
|
2027 |
49,561
|
|
2028 |
27,963
|
|
Thereafter |
129,991
|
|
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$ 510,475
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v3.23.3
Commitments and Contingencies (Details) - USD ($)
|
3 Months Ended |
9 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Commitments and Contingencies Disclosure [Abstract] |
|
|
|
|
Operating lease cost |
$ 187,315
|
$ 198,795
|
$ 562,660
|
$ 561,949
|
Short-term lease costs |
|
450
|
150
|
3,077
|
Variable lease costs |
|
|
|
|
Sublease income |
(10,440)
|
(25,022)
|
(39,476)
|
(98,364)
|
|
$ 176,875
|
$ 174,223
|
$ 523,334
|
$ 466,662
|
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v3.23.3
Commitments and Contingencies (Details 1) - USD ($)
|
Sep. 30, 2023 |
Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] |
|
|
2024 |
$ 731,243
|
|
2025 |
725,589
|
|
2026 |
727,150
|
|
2027 |
703,541
|
|
2028 |
532,833
|
|
Thereafter |
112,569
|
|
Total future minimum lease payments |
3,532,925
|
|
Less imputed interest |
(649,708)
|
|
Total |
2,883,217
|
|
Current lease liability |
506,743
|
$ 465,055
|
Noncurrent lease liability |
2,376,474
|
$ 2,754,964
|
Total |
$ 2,883,217
|
|
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v3.23.3
Stockholders Equity (Details)
|
9 Months Ended |
Sep. 30, 2023
$ / shares
shares
|
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] |
|
[custom:NumberOfWarrantsnonplanOptionsFive-0] |
802,830
|
Exercise Price 1 [Member] |
|
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] |
|
[custom:NumberOfWarrantsnonplanOptionsOne-0] |
25,000
|
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares |
$ 5.00
|
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms |
8 years 1 month 24 days
|
Exercise Prices [Member] |
|
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] |
|
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms |
1 year 10 months 9 days
|
Exercise Price 2 [Member] |
|
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] |
|
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares |
$ 3.32
|
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms |
1 year 1 month 9 days
|
[custom:NumberOfWarrantsnonplanOptionsTwo-0] |
521,825
|
Exercise Price 3 [Member] |
|
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] |
|
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares |
$ 2.90
|
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms |
1 year 1 month 9 days
|
[custom:NumberOfWarrantsnonplanOptionsThree-0] |
78,000
|
Exercise Price 4 [Member] |
|
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|
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$ 3.32
|
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3 years 6 months
|
[custom:NumberOfWarrantsnonplanOptionsFour-0] |
30,000
|
Exercise Price 5 [Member] |
|
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|
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$ 9.10
|
[custom:NumberOfWarrantsnonplanOptionsFour-0] |
148,005
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v3.23.3
Stockholders Equity (Details 2)
|
9 Months Ended |
Sep. 30, 2023
USD ($)
$ / shares
shares
|
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] |
|
Weighted average remaining contractual term (in years) |
8.76
|
[custom:SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTermTwo] |
9.02
|
[custom:SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTermThree] |
7.51
|
Options Held [Member] |
|
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] |
|
Beginning balance | shares |
829,500
|
Share-Based Compensation Arrangement by Share-Based Payment Award, Option, Nonvested, Weighted Average Exercise Price, Beginning Balance |
$ 3.43
|
Granted |
$ 4.92
|
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number, Ending Balance | shares |
1,075,000
|
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Weighted Average Grant Date Fair Value |
$ 3.77
|
Outstanding at end of period | $ |
$ 567,595
|
Exercisable shares | shares |
829,500
|
Share-Based Compensation Arrangement by Share-Based Payment Award, Option, Nonvested, Weighted Average Exercise Price, Ending Balance |
$ 3.43
|
Exercisable at end of period | $ |
$ 567,595
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