0001903596-24-000674 | 10-Q | XBRL Viewer

Stockholders’ Equity

9 Months Ended

Sep. 30, 2024

9 – 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.

Unless otherwise noted, all references to shares and per share amounts for all periods presented in the accompanying unaudited financial statements and notes thereto have been adjusted retrospectively, to reflect a 1-for-100 reverse stock split, which was effective at 5:00 p.m. Pacific Time on October 8, 2024. See Note 13 – “Subsequent Events” in this Quarterly Report for additional information about the Reverse Stock Split (as defined in Note 13 below).

As of September 30, 2024, of the 50,000,000 Units sold in the August 2024 Public Offering at $0.20 per unit (Pre-Reverse Stock Split), 500,000 shares of common stock (post-Reverse Stock Split) were issued, as all 16,598,000 Pre-Funded Warrants have been exercised.

Prior to the Company’s payoff of the 3i Note in connection with the closing of the August 2024 Public Offering, the Company had issued 415 shares of common stock (post-Reverse Stock Split) for the payment of $90,840 in interest. As of September 30, 2024, the Company has sold 4,336 shares of common stock (post-Reverse Stock Split) for an aggregate amount of $828,492, of which $434,958 was used to repay a portion of the balance under the 3i Note, consisting of $380,042 to the loan principal, $34,204 to interest and $20,712 as a redemption premium.

On May 2, 2024, at the closing price of $209.00 per share(post-Reverse Stock Split), the Company agreed to issue 1,000 shares of common stock (post-Reverse Stock Split) valued at $209,000 as well as $100,000 in cash as part of a settlement agreement for a total value of $309,000.

On March 31, 2023, at the closing price of $484.00 per share (post-Reverse Stock Split), the Company issued 520 shares of common stock (post-Reverse Stock Split) as part of a settlement agreement for a total value of $251,680.

On January 16, 2023, at the closing price of $454 per share (post-Reverse Stock Split), the Company issued 79 shares of common stock (post-Reverse Stock Split) for stock-based compensation that had been accrued in 2023, for a total value of $36,029.

As of September 30, 2024 and December 31, 2023, 918,724 and 69,2 30 shares, respectively, of common stock (post-Reverse Stock Split) 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.

Warrants/Options

During the nine months ending September 30, 2024, 7,535 warrants exercisable for 75 shares of common stock at $332.00 per share (post-Reverse Stock Split) were exercised using the cashless conversion option which resulted in the issuance of 16 shares of common stock. This leaves 514,290 warrants remaining convertible into 5,149 shares of common stock with an exercise price of $332.00 per share (post-Reverse Stock Split). As part of a settlement agreement on May 2, 2024, the Company agreed to modify the exercise price of 88,803 warrants convertible into 891 shares from $910.00 to $450.00 (post-Reverse Stock Split). In addition, 1,075,366 Series B Warrants exercisable for 28,710 shares at $0.10 per share were exercised using the cashless conversion option which resulted in the issuance of 28,366 shares of common stock (post-Reverse Stock Split and based on a $5.45 reset price). Another 17,762,165 Series B Warrants were exercised on a cash basis which resulted in the issuance of 314,226 shares of common stock (post-Reverse Stock Split and based on a $5.45 reset price). This leaves 38,662,470 Series B warrants remaining which are exercisable for 1,032,198 shares (post-Reverse Stock Split and post-Adjustment). None of the 115,000,000 Series A Warrants exercisable for 5,301,592 shares (post-Reverse Stock Split and assuming the Adjustment had occurred on September 30, 2024) had been exercised as of September 30, 2024.

During the nine months ended September 30, 202 3, 15,000 warrants exercisable for 150 shares at $332.00 per share (post-Reverse Stock Split) were exercised on a cash basis which resulted in the issuance of 150 shares of common stock (post-Reverse Stock Split). In addition, 22,606 warrants exercisable for 226 shares at $332.00 per share were exercised using the cashless conversion option, which resulted in the issuance of 102 shares of common stock (post-Reverse Stock Split). This leaves 521,825 warrants remaining exercisable for 5,149 shares with an exercise price of $332.00 (post-Reverse Stock Split).

During the nine months ended September 30, 2023, 73,000 warrants exercisable for 730 shares at $290.00 per share (post-Reverse Stock Split) were exercised using the cashless conversion option which resulted in the issuance of 311 shares of common stock (post-Reverse Stock Split). This leaves 78,000 warrants remaining which are exercisable for 780 shares with an exercise price of $290.00 (post-Reverse Stock Split).

As of September 30, 2024 and December 31, 2023, a total of 765,295 and 772,830 warrants (Pre-Reverse Stock Split) were issued and outstanding, respectively. As of September 30, 2024 and December 31, 2023, a total of 30,000 options (Pre-Reverse Stock Split), which were not issued under a specified plan, were outstanding. Below is a summary of warrants and stock options issued and outstanding as of September 30, 2024:


Number of Warrants / Non-plan Options		Issuable Shares		Exercise Price per share		Weighted Average Remaining Life (Years)
38,662,470	(1)		1,032,198	$	0.10		7.00
115,000,000	(2)		5,301,592	$	5.206		4.99
780			780	$	290.00		0.36
5,449	(3)		5,449	$	332.00		7.01
891			891	$	450.00		2.75
250			250	$	500.00		1.11
599			599	$	910.00		2.75
153,670,439			6,341,759

(1)

Series B Warrants are subject to reset pricing to determine the number of shares issuable.

(2)

Series A Warrants are subject to reset pricing to determine the number of shares issuable.

(3)

Includes 514,290 warrants and 30,000 non-plan options exercisable for 5,449 shares

See Note 11 – “Stockholders’ Equity” in the Company’s consolidated financial statements in Part IV of the Annual Report for further information regarding the Company’s outstanding warrants and stock options.

Equity Plans

As of September 30, 2024, the Company had adopted two stock-based compensation plans, the 2021 Incentive Award Plan and the 2021 Employee Stock Purchase Plan.

During the three months ended September 30, 2024, the Company granted 0 RSUs, granted 0 options, and canceled 23 options (post-Reverse Stock Split) under the 2021 Incentive Award Plan. During the nine months ended September 30, 2024, the Company granted 161 RSUs, granted 1,045 options, and canceled 73 options (post-Reverse Stock Split) under the 2021 Incentive Award Plan. The compensation costs that have been charged against operations were $106,604 and $189,831 for the three months ended September 30, 2024 and 2023, and were $545,527 and $189,831 for the nine months ended September 30, 2024 and 2023.

No shares have been issued to date under the 2021 Employee Stock Purchase Plan.

See Note 11 – “Stockholders’ Equity” in the Company’s consolidated financial statements in Part IV of the Annual Report for further information regarding the 2021 Incentive Award Plan and 2021 Employee Stock Purchase Plan.

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 2021 Incentive Award Plan to eligible employees, consultants, and non-employee directors. The number of shares issued under the 2021 Incentive Award Plan is subject to limits and is adjusted annually. As of September 30, 2024, the aggregate number of shares that can be issued under the 2021 Incentive Award Plan is 17,958, of which 11,729 options and 649 RSUs (post-Reverse Stock Split) have been granted.

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 2021 Employee Stock Purchase 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 authorizes the grant of options. Options granted under the Non-Section 423 Component are granted pursuant to separate offerings containing sub-plans. 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 2021 Employee Stock Purchase Plan may not exceed 25,000 shares (post-Reverse Stock Split).

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 through September 30, 2024 using the following assumptions:

Schedule of fair value of assumptions
Expected volatility	110.51	%
Expected dividends	None
Expected term (in years)	4.87
Risk free rate	3.35	%

The following table summarizes the Company’s stock option activity under the 2021 Incentive Award Plan:

Schedule of stock option activity
	Number of Options	Weighted Average Exercise Price	Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (1)
Outstanding at beginning of period	10,756	$377.28	—	$—
Granted	1,045	345.00	—	—
Exercised	—	—	—	—
Forfeited	72	345.00	—	—
Outstanding at end of period	11,729	$374.61	8.68	$—
Exercisable at end of period	10,309	$364.11	8.63	$—

(1)

The aggregate intrinsic value of options outstanding and options exercisable at beginning of period and as of September 30, 2024 is $0, as all options are out of the money.

During the three and nine months ended September 30, 2024, the weighted-average grant-date fair value of the options granted to employees and non-employees was $0 and $312,873, and was $0 and $0 for the three and nine months ended September 30, 2023. Unrecognized compensation expense related to employees and non-employees was $687,397 as of December 31, 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 options granted in March 2024 vested 50% at time of grant with the remaining shares vesting in 12 equal consecutive quarterly installments commencing June 30, 2024 and becoming fully vested on March 31, 2027.

The following table summarizes the Company’s RSU activity under the 2021 Incentive Award Plan:

Schedule of RSU activity
	Number of RSUs			Weighted Average Grant-Date Fair Value
Nonvested at beginning of year		366		$	180,072
Granted		161			73,094
Vested		(509	)		(244,994	)
Forfeited		—			—
Nonvested as of September 30, 2024		18		$	8,172

There was $97 of total unrecognized compensation cost related to non-vested RSUs that are expected to be recognized over a period of up to 0.00 years.

The fair value of the Prefunded and Series A and B warrants is calculated using a model that requires a number of assumptions, of which the most significant are the expected warrant term and volatility. The Prefunded warrants are valued using a Black Scholes analysis model. The Series A and B Warrants are valued for all dates using a Monte Carlo simulation.

The Company has computed the fair value of all Series A Warrants and Series B Warrants granted through September 30, 2024 using the following assumptions:


	Series A			Series B
Expected volatility		154.7	%		154.7	%
Expected dividends		None			None
Expected term (in years)		4.99			7.00
Risk free rate		4.43	%		3.58	%

Common Stock Reserved for Future Issuance

The following is a summary of common stock shares reserved for future issuance as of September 30, 2024:


Warrants			7,969
Warrants – Series A			5,301,592
Warrants – Series B			1,032,198
Stock Options – 2021 Incentive Award Plan			11,729
RSUs			21
Total shares of common stock reserved for future issuance			6,353,509

- Definition

The entire disclosure for equity.

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+ Details

Long-Term Debt (Tables)

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Schedule of long term debt payment

Schedule of long term debt payment
	As of
	September 30, 2024			December 31, 2023
Note payable – bank. Payable in monthly installments of $332, including interest at 5.8% per annum, due August 2025 and secured by equipment.	$	3,549		$	6,317
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. This note was paid in full in March 2024.		—			14,196
Note payable – SBA. Economic Injury Disaster Loan payable in monthly installments of $731, including interest at 3.75% per annum, due May 2050.		144,457			146,926
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.		—			—
Notes payable – The Company 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. That agreement was due to expire in April 2024, but was renewed for the same limit and terms and will expire in April 2025. One note was paid off in May 2023 and two more were paid off in February 2024 when the corresponding vehicles were sold. As of September 30, 2024, the notes are currently payable in aggregate monthly installments of $2,560.15, including interest at rates ranging from 6.14% to 7.29% per annum, mature at various dates from October 2027 to May of 2028, and are secured by the related vehicles.		91,924			181,842
Total	$	239,930		$	349,281
Less current portion		(32,178	)		(50,839	)
Long-term debt, net of unamortized debt discount and current portion	$	207,752		$	298,442

Schedule of maturities of long-term debt


Twelve months ending September 30,
2025	$	32,178
2026		30,553
2027		32,610
2028		14,588
2029		3,965
Thereafter		126,036
Total	$	239,930

Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
Statements of Cash Flows (Unaudited) - USD ($)	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities
Net loss	$ (13,227,828)	$ (5,270,281)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	139,876	153,714
Amortization of convertible note costs	667,144
Loss on sale of property and equipment	146,760	3,426
Decrease in allowance for doubtful accounts		(18,804)
Stock-based settlement	209,000	251,680
Stock-based compensation	545,527	189,831
Decrease in right-of-use assets and lease liabilities	(67,777)
Increase in derivative liability	5,886,823
Changes in operating assets and liabilities:
Increase in accounts receivable	(283,637)	(156,445)
Decrease in inventory	460,100	371,653
Increase in prepaid/in-transit inventory	(1,198,042)	38,964
Increase in prepaid expenses and other current assets	(89,027)	(45,759)
Decrease in deposits	31,425	5,005
Increase in accounts payable	47,646	206,986
Increase in customer deposits	23,826	46,190
Increase / (decrease) in accrued expenses and other current liabilities	48,851	(6,371)
Increase in right-of-use assets and lease liabilities	10,002	22,494
Net cash used in operating activities	(6,649,331)	(4,207,717)
Cash flows from investing activities
Purchases of property and equipment	(10,550)	(20,170)
Net proceeds from sale of property and equipment	132,611	36,748
Net cash provided by investing activities	122,061	16,578
Cash flows from financing activities
Principal payments on convertible note	(2,750,000)
Principal payments on long-term debt	(109,352)	(148,986)
Principal payments on stockholder promissory notes	(762,500)
Net proceeds from exercise of warrants	31,420	49,777
Net proceeds from issuance of common stock	9,510,181
Net cash provided by / (used in) financing activities	5,919,749	(99,209)
Net change in cash and cash equivalents	(607,521)	(4,290,348)
Cash and cash equivalents, beginning	3,932,698	7,201,244
Cash and cash equivalents, ending	3,325,177	2,910,896
Supplemental disclosure of cash flow information:
Cash paid for interest	61,570	92,136
Cash paid for franchise taxes		1,342
Non-cash financing activities:
Acquisition/modification of operating lease right-of-use asset and lease liability		(13,993)
Issuance of common stock for payment on accrued interest	90,839
Issuance of common stock for payment on accrued compensation	36,029
Cashless warrant exercises		$ 41

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Schedule of estimated useful lives

Schedule of estimated useful lives
Vehicles and transportation equipment			5-7 years
Manufacturing equipment			3-10 years
Office furniture and equipment			3-7 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,
	2024			2023			2024			2023
Net loss	$	(8,814,657	)	$	(1,814,215	)	$	(13,227,828	)	$	(5,270,281	)
Weighted average common shares outstanding – basic and diluted		358,990			69,107			168,219			68,787
Basic and diluted net loss per share	$	(24.55	)	$	(26.25	)	$	(78.63	)	$	(76.62	)

Schedule of anti-dilutive share

Schedule of anti-dilutive share
	As of
	September 30, 2024		December 31, 2023
Warrants		7,969		8,045
Warrants – Series A		5,301,592		0
Warrants – Series B		1,032,198		0
Stock Options		11,729		10,756
RSUs		21		366
		6,353,509		19,167

Long-Term Debt (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Total	$ 239,930	$ 349,281
Less current portion	(32,178)	(50,839)
Long-term debt, net of unamortized debt discount and current portion	207,752	298,442
Notes Payable to Banks [Member]
Debt Instrument [Line Items]
Total	3,549	6,317
Note Payable Credit Union [Member]
Debt Instrument [Line Items]
Total		14,196
Note Payable SBA [Member]
Debt Instrument [Line Items]
Total	144,457	146,926
Note Payable Finance Company [Member]
Debt Instrument [Line Items]
Total
GM Financial [Member]
Debt Instrument [Line Items]
Total	$ 91,924	$ 181,842

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Related Party Transactions

9 Months Ended

Sep. 30, 2024

Related Party Transactions

12 – Related Party Transactions

As of September 30, 2024 and December 31, 2023, related-party transactions consisted of the issuance and repayment of the Notes. See Note 6 – “Stockholder Promissory Notes” in this Quarterly Report for additional information about the Notes.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

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+ Details

Stockholders' Equity (Details)

9 Months Ended

Sep. 30, 2024

$ / shares

Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]

Number of warrants/non-plan options

153,670,439

Issuable Shares

6,341,759

Exercise Price 1 [Member]

Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]

Number of warrants/non-plan options

38,662,470

^[1]

Issuable Shares

1,032,198

Exercise Price | $ / shares

$ 0.10

Weighted Average Remaining Life (Years)

7 years

Exercise Price 2 [Member]

Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]

Number of warrants/non-plan options

115,000,000

^[2]

Issuable Shares

5,301,592

Exercise Price | $ / shares

$ 5.206

Weighted Average Remaining Life (Years)

4 years 11 months 26 days

Exercise Price 3 [Member]

Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]

Number of warrants/non-plan options

780

Issuable Shares

780

Exercise Price | $ / shares

$ 290.00

Weighted Average Remaining Life (Years)

4 months 9 days

Exercise Price 4 [Member]

Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]

Number of warrants/non-plan options

5,449

^[3]

Issuable Shares

5,449

Exercise Price | $ / shares

$ 332.00

Weighted Average Remaining Life (Years)

7 years 3 days

Exercise Price 5 [Member]

Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]

Number of warrants/non-plan options

891

Issuable Shares

891

Exercise Price | $ / shares

$ 450.00

Weighted Average Remaining Life (Years)

2 years 9 months

Exercise Price 6 [Member]

Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]

Number of warrants/non-plan options

250

Issuable Shares

250

Exercise Price | $ / shares

$ 500.00

Weighted Average Remaining Life (Years)

1 year 1 month 9 days

Exercise Price 7 [Member]

Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]

Number of warrants/non-plan options

599

Issuable Shares

599

Exercise Price | $ / shares

$ 910.00

Weighted Average Remaining Life (Years)

2 years 9 months

[1]	Series B Warrants are subject to reset pricing to determine the number of shares issuable.
[2]	Series A Warrants are subject to reset pricing to determine the number of shares issuable.
[3]	Includes 514,290 warrants and 30,000 non-plan options exercisable for 5,449 shares

Commitments and Contingencies

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

8 – 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 an ROU 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 ROU 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 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 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 ROU assets of $2,348,509. The leases expire in December 2026 and December 2028, the latter of which contains one three-year option to renew.

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 ROU asset of $1,268,089. The lease expires in January 2028 and contains one three-year option to renew.

The Company had another lease that expired in January 2023 and was terminated at that time. The relating right of use asset and lease liability were written off at that time. The company has one further lease 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.

On September 19, 2024, the Company signed a Termination of Commercial Lease Agreement regarding the lease previously contracted to end in December 2028. The cancelation was effective September 30, 2024. The corresponding ROU asset and lease liability were therefore removed from the Company’s balance sheet effective September 30, 2024.

The following is a summary of total lease costs during the three and nine months ended September 30, 2024 and 2023:

Schedule of lease cost
	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Operating lease cost	$	91,463		$	187,315		$	465,124		$	562,660
Short-term lease costs		206			—			206			150
Variable lease costs		—			—			—			—
Sublease income		(10,753	)		(10,440	)		(32,051	)		(39,476	)
Total lease costs	$	80,916		$	176,875		$	433,279		$	523,334

The weighted-average remaining lease term was 3.13 years and 4.54 years as of September 30, 2024 and December 31, 2023, respectively. The weighted average discount rate was 7.66% and 8.47% as of September 30, 2024 and December 31, 2023, respectively. Operating cash flows from the operating leases totaled $132,264 and $116,591 for the three months ended September 30, 2024 and 2023, respectively, and $387,614 and $336,802 for the nine months ended September 30, 2024 and 2023, respectively.

The total lease liability as of September 30, 2024 and December 31, 2023 was $866,993 and $2,764,089, respectively.

The following is a maturity analysis of the annual undiscounted cash flows of the operating lease liabilities as of September 30, 2024, for years ending September 30:


	Total
2025	$	316,523
2026		305,811
2027		269,432
2028		85,834
2029		—
Thereafter		—
Total future minimum lease payments	$	977,600
Less imputed interest		(110,607	)
Total	$	866,993
Current lease liability	$	260,024
Non-current lease liability		606,969
Total	$	866,993

Subleases

As of September 30, 2024, the Company subleases office and warehouse space under one of its existing operating leases with similar terms as the Company’s lease agreements. Two additional leases terminated in February 2023. 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 $10,753 and $10,440 during the three months ended September 30, 2024 and 2023, respectively, and $32,051 and $39,476 during the nine months ended September 30, 2024 and 2023, respectively. As of September 30, 2024 and December 31, 2023, deferred income totaled $4,549 and $4,445, respectively, and is included in accrued expenses and other current liabilities on the accompanying Balance Sheets.

The total future minimum sublease payments are $17,922, all due in the 12 months ending September 30, 2025.

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.

Nasdaq Listing Requirement

On September 6, 2024, the Company received a staff determination from The Nasdaq Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) to delist the Company’s common stock from The Nasdaq Capital Market indicating that (i) the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) because the closing bid price per share for the Company’s common stock had closed below $1.00 for the previous 30 consecutive business days, and (ii) the Company is subject to the provisions contemplated under Nasdaq Listing Rule 5810(c)(3)(A)(iii) because, as of September 5, 2024, the Company’s common stock had a closing bid price of $0.10 or less for at least ten consecutive trading days (the “Staff Determination”).

On September 12, 2024, the Company requested an appeal hearing on the Staff Determination from a Hearings Panel (the “Panel”) by filing a hearing request with Nasdaq pursuant to the procedures set forth in the Nasdaq Listing Rules, staying the delisting of the common stock pending the Panel’s decision.

Upon successful completion of the Reverse Stock Split, the Company received a letter from the Nasdaq Office of General Counsel on October 23, 2024, advising the Company that it had regained compliance with the minimum bid price continued listing requirements in Listing Rule 5550(a)(2) and that the Company is therefore in compliance with Nasdaq’s listing requirements. Consequently, the scheduled hearing before the Panel on October 24, 2024, was cancelled. The Company’s common stock continues to be listed and traded on The Nasdaq Capital Market.

See Note 13 – “Subsequent Events” in this Quarterly Report for additional information about the Reverse Stock Split and the Nasdaq Listing Requirement.

Summary of Significant Accounting Policies (Details Narrative) - USD ($)		3 Months Ended		9 Months Ended
	Aug. 08, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Stockholders equity reverse stock split				a 1-for-100 reverse stock split
Deposits		$ 41,249		$ 41,249		$ 17,423
Prepaid Supplies		1,361,990		1,361,990		$ 163,948
Net sales		31,993	$ 27,398	83,882	$ 52,296
Shipping and handling costs		75,003	58,141	177,697	149,898
Advertising and marketing expense		242,515	238,163	710,898	690,995
Research and development costs		$ 68,617	$ 145,111	$ 228,782	$ 316,369
Warrant [Member]
Conversion of convertible shares				6,353,509
Restricted Stock Units (RSUs) [Member]
Conversion of convertible shares				19,167
Common Units [Member]
Common unit issued	33,402,000
Pre Funded Units [Member]
Common unit issued	16,598,000
Series Awarrants [Member]
Exercised over-allotment option	15,000,000
Series Bwarrants [Member]
Exercised over-allotment option	7,500,000
Warrant [Member]
Sold per share price	$ 0.20
Pre Reverse Stock Split [Member]
Sold per share price	0.199
Exercise price	$ 0.001

Summary of Significant Accounting Policies (Details)	Sep. 30, 2024
Minimum [Member] \| Vehicles And Transportation Equipment [Member]
Property, Plant and Equipment [Line Items]
Useful lives (years)	5 years
Minimum [Member] \| Manufacturing Equipment [Member]
Property, Plant and Equipment [Line Items]
Useful lives (years)	3 years
Minimum [Member] \| Office Furniture And Equipment [Member]
Property, Plant and Equipment [Line Items]
Useful lives (years)	3 years
Minimum [Member] \| Warehouse Eequipment [Member]
Property, Plant and Equipment [Line Items]
Useful lives (years)	3 years
Minimum [Member] \| Tooling And Molds [Member]
Property, Plant and Equipment [Line Items]
Useful lives (years)	3 years
Minimum [Member] \| QA Equipment [Member]
Property, Plant and Equipment [Line Items]
Useful lives (years)	3 years
Maximum [Member] \| Vehicles And Transportation Equipment [Member]
Property, Plant and Equipment [Line Items]
Useful lives (years)	7 years
Maximum [Member] \| Manufacturing Equipment [Member]
Property, Plant and Equipment [Line Items]
Useful lives (years)	10 years
Maximum [Member] \| Office Furniture And Equipment [Member]
Property, Plant and Equipment [Line Items]
Useful lives (years)	7 years
Maximum [Member] \| Warehouse Eequipment [Member]
Property, Plant and Equipment [Line Items]
Useful lives (years)	10 years
Maximum [Member] \| Tooling And Molds [Member]
Property, Plant and Equipment [Line Items]
Useful lives (years)	10 years
Maximum [Member] \| QA Equipment [Member]
Property, Plant and Equipment [Line Items]
Useful lives (years)	10 years

Property and Equipment, Net

9 Months Ended

Sep. 30, 2024

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
	As of
	September 30, 2024			December 31, 2023
Vehicles and transportation equipment	$	406,013		$	551,906
Manufacturing equipment		168,099			179,274
Office furniture and equipment		153,698			188,131
Warehouse equipment		72,964			81,164
Leasehold improvements		61,072			314,819
QA equipment		43,582			33,032
Tooling and molds		—			—
	$	905,428		$	1,348,326
Less: accumulated depreciation		(396,094	)		(430,295	)
Property and equipment, net	$	509,334		$	918,031

Depreciation expense was $45,010 and $50,507 for the three months ended September 30, 2024 and 2023, respectively. Depreciation expense was $139,876 and $153,714 for the nine months ended September 30, 2024 and 2023, respectively. There were disposals and sales of fixed assets during the nine months ended September 30, 2024 and 2023 resulting in the net cash received of $132,611 and $36,748, respectively. As a result of disposals and sales of fixed assets, the Company recognized a loss of $146,454 and $146,760 during the three and nine months ended September 30, 2024, respectively, and $0 and $3,426 during the three and nine months ended September 30, 2023, respectively.

Stockholders Equity (Details 3) - Restricted Stock Units (RSUs) [Member] - Incentive Award Plan 2021 [Member]	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of restricted stock awards nonvested at beginning of year \| shares	366
Weighted average grant-date fair value nonvested at beginning of year \| $ / shares	$ 180,072
Number of restricted stock awards granted \| shares	161
Weighted average grant-date fair value granted \| $ / shares	$ 73,094
Number of restricted stock awards vested \| shares	(509)
Weighted average grant-date fair value vested \| $ / shares	$ (244,994)
Number of restricted stock awards forfeited \| shares
Weighted average grant-date fair value Forfeited \| $ / shares
Number of restricted stock awards nonvested at ending of year \| shares	18
Weighted average grant-date fair value nonvested at ending of year \| $ / shares	$ 8,172

Long-Term Debt (Details 1) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Debt Disclosure [Abstract]
2025	$ 32,178
2026	30,553
2027	32,610
2028	14,588
2029	3,965
Thereafter	126,036
Total	$ 239,930	$ 349,281

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Stockholders Equity (Details 1)	9 Months Ended
Stockholders Equity (Details 1)	Sep. 30, 2024
Equity [Abstract]
Expected volatility	110.51%
Expected dividends	0.00%
Expected term (in years)	4 years 10 months 13 days
Risk free rate	3.35%

Summary of Significant Accounting Policies (Details 1) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Accounting Policies [Abstract]
Net loss	$ (8,814,657)	$ (1,814,215)	$ (13,227,828)	$ (5,270,281)
Weighted-average number of common shares outstanding basic	358,990	69,107	168,219	68,787
Weighted-average number of common shares outstanding diluted	358,990	69,107	168,219	68,787
Net loss per share basic	$ (24.55)	$ (26.25)	$ (78.63)	$ (76.62)
Net loss per share diluted	$ (24.55)	$ (26.25)	$ (78.63)	$ (76.62)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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+ Details

Stockholder Promissory Notes

9 Months Ended

Sep. 30, 2024

Stockholder Promissory Notes

Stockholder Promissory Notes

6 – Stockholder Promissory Notes

As of September 30, 2024 and December 31, 2023, the Company had an outstanding principal balance of $0 and $762,500, respectively, due to stockholders under unsecured promissory note agreements (“Notes”). The Notes required monthly interest-only payments at 10% per annum. The Notes would have matured in September 2024 and December 2024 as follows: September 2024 - $500,000 (this Note would have matured in August 2023, but in June 2023, an agreement was signed extending the maturity date to August 2024, and in June 2024, an agreement was signed further extending the maturity date to September 2024); and December 2024 - $200,000. A note for $62,500 that matured in January 2024 was paid in January 2024, and Notes for $500,000 that matured in September 2024 and $200,000 that matured in December 2024 were both paid in August 2024. As of September 30, 2024, there were no Notes outstanding.

Interest paid to the stockholders under the Notes totaled $7,364 and $20,627 during the three months ended September 30, 2024 and 2023, respectively. Interest paid to the stockholders under the Notes totaled $42,862 and $61,881 during the nine months ended September 30, 2024 and 2023, respectively. There was no accrued interest as of September 30, 2024 or December 31, 2023 related to these Notes.

Property and Equipment, Net (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 905,428	$ 1,348,326
Less: accumulated depreciation	(396,094)	(430,295)
Property and equipment, net	509,334	918,031
Vehicles And Transportation Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	406,013	551,906
Manufacturing Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	168,099	179,274
Office Furniture Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	153,698	188,131
Warehouse Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	72,964	81,164
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	61,072	314,819
QA Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	43,582	33,032
Tooling And Molds [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross

Income Taxes (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
Income Taxes (Details Narrative) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Accrued income taxes	$ 460	$ 1,380	$ 1,380	$ 1,341

Property and Equipment, Net (Tables)

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Schedule of property and equipment

Schedule of property and equipment
	As of
	September 30, 2024			December 31, 2023
Vehicles and transportation equipment	$	406,013		$	551,906
Manufacturing equipment		168,099			179,274
Office furniture and equipment		153,698			188,131
Warehouse equipment		72,964			81,164
Leasehold improvements		61,072			314,819
QA equipment		43,582			33,032
Tooling and molds		—			—
	$	905,428		$	1,348,326
Less: accumulated depreciation		(396,094	)		(430,295	)
Property and equipment, net	$	509,334		$	918,031

Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	918,724	69,230
Common stock, shares outstanding	918,724	69,230

Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
Statements of Operations (Unaudited) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Net sales	$ 1,389,495	$ 1,890,115	$ 3,639,462	$ 5,122,415
Cost of sales	1,220,804	1,417,552	2,922,786	3,752,006
Gross profit	168,691	472,563	716,676	1,370,409
Selling, general and administrative	2,096,468	2,290,955	6,290,202	6,363,514
Loss from operations	(1,927,777)	(1,818,392)	(5,573,526)	(4,993,105)
Other expense
Interest income	(14,589)	(33,048)	(60,049)	(100,945)
Interest expense	467,715	27,491	971,561	92,067
Loss on sale of property and equipment	146,454		146,760	3,426
Settlement expense	400,900		709,900	281,680
Other (income) / expense	5,885,940		5,884,751	(394)
Total other (income) / expense	6,886,420	(5,557)	7,652,923	275,834
Loss before income taxes	(8,814,197)	(1,812,835)	(13,226,449)	(5,268,939)
Franchise taxes / (refund)	460	1,380	1,379	1,342
Net loss	$ (8,814,657)	$ (1,814,215)	$ (13,227,828)	$ (5,270,281)
Net loss per share basic	$ (24.55)	$ (26.25)	$ (78.63)	$ (76.62)
Net loss per share diluted	$ (24.55)	$ (26.25)	$ (78.63)	$ (76.62)
Weighted-average number of common shares outstanding basic	358,990	69,107	168,219	68,787
Weighted-average number of common shares outstanding diluted	358,990	69,107	168,219	68,787

Stockholders’ Equity (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
Stockholders’ Equity (Details Narrative) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Capital units authorized	220,000,000		220,000,000
Capital stock par value	$ 0.001		$ 0.001
Common stock, shares authorized	200,000,000		200,000,000		200,000,000
Preferred stock, shares authorized	20,000,000		20,000,000		20,000,000
Employee And Non Employee [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted-average grant-date fair value	$ 0	$ 0	$ 312,873	$ 0
Unrecognized compensation cost					$ 687,397
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized compensation cost			$ 97
Share-Based Compensation Arrangement by Share-Based Payment Award, Terms of Award			0.00 years
Incentive Award Plan 2021 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Maximum number of shares granted	17,958		17,958
Incentive Award Plan 2021 [Member] \| Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Maximum number of shares granted	11,729		11,729
Incentive Award Plan 2021 [Member] \| Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Maximum number of shares granted	649		649
Employee Stock Purchase Plan 2021 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Maximum number of shares granted	25,000		25,000

Property and Equipment, Net (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 45,010	$ 50,507	$ 139,876	$ 153,714
Net cash received			132,611	36,748
Recognized loss	$ 146,454	$ 0	$ 146,760	$ 3,426

Equity and Debt Financings (Details Narrative) - USD ($)				9 Months Ended
	Sep. 27, 2024	Aug. 30, 2024	Aug. 08, 2024	Sep. 30, 2024	Nov. 12, 2024
Line of Credit Facility [Line Items]
Total cash underwriting discount				$ 700,000
Reimbursement for Underwriter expenses				100,000
Legal fees and disbursements				100,000
Investor counsel fee				5,000
Cash fees deducted from cash proceeds				$ 905,000
Equity Line Of Credit [Member] \| August 2024 Public Offering [Member]
Line of Credit Facility [Line Items]
Shares of common stock sold		4,336
Aggregate amount		$ 828,491
Repaid amount		434,958
Principal amount		380,042
Interest		34,204
Redemption premium		$ 20,712
Series A Warrant [Member] \| Subsequent Event [Member]
Line of Credit Facility [Line Items]
Shares, Issued					14,900
[custom:CommonStockremainIssuableExercise-0]					5,286,692
Common Units [Member]
Line of Credit Facility [Line Items]
Common unit issued			33,402,000
Pre Funded Units [Member]
Line of Credit Facility [Line Items]
Common unit issued			16,598,000
Series Awarrants [Member]
Line of Credit Facility [Line Items]
Exercised over-allotment option			15,000,000
Series Bwarrants [Member]
Line of Credit Facility [Line Items]
Exercised over-allotment option			7,500,000
Warrant [Member]
Line of Credit Facility [Line Items]
Sold per share price			$ 0.20
Pre Reverse Stock Split [Member]
Line of Credit Facility [Line Items]
Sold per share price			0.199
Exercise price			$ 0.001
Shares, Issued				342,588
Post Reverse Stock Split [Member] \| Series A Warrant [Member]
Line of Credit Facility [Line Items]
Exercise price	$ 24.00
Shares Issued, Price Per Share	$ 5.206			$ 5.206
[custom:StockIssued-0]				$ 5,301,592
Post Reverse Stock Split [Member] \| Series B Warrant [Member]
Line of Credit Facility [Line Items]
[custom:StockIssued-0]				$ 1,032,198
Share Price				$ 5.45

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2024	Nov. 12, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
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
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	XPON
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		2,096,082

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

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, 2024 and 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. The unaudited interim financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 28, 2024 (the “Annual Report”).

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 revenue 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 12 months after the date that the financial statements for the three and nine months ended September 30, 2024 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, 2024 decreased 26.5% and sales for the nine months ended September 30, 2024 decreased 29.0% compared to the same period in 2023, as the overall RV market experienced a severe slowdown. Through September 30, 2024, the Company distributed $4 for the settlement of fractional shares related to warrant exercises compared to receiving net proceeds of $49,777 from warrant exercises during the same period in 2023.

On August 8, 2024, the Company sold in a public offering (the “August 2024 Public Offering”), (i) 33,402,000 common units (the “Common Units”), each consisting of one share of common stock, two Series A warrants each to purchase one share of common stock (pre-Reverse Stock Split and pre-Adjustment, and each, a “Series A Warrant”) and one Series B warrant to purchase such number of shares of common stock as determined in the Series B warrant (each, a “Series B Warrant”), and (ii) 16,598,000 pre-funded units (the “Pre-Funded Units,” and together with the Common Units, the “Units”), each consisting of one pre-funded warrant to purchase one share of common stock (each, a “Pre-Funded Warrant”), two Series A Warrants, and one Series B Warrant, through Aegis Capital Corp. (the “Underwriter”). In addition, the Company granted the Underwriter a 45-day option to purchase additional shares of common stock and/or Pre-Funded Warrants and/or Series A Warrants and/or Series B Warrants, representing up to 15% of the number of the respective securities sold in the August 2024 Public Offering, solely to cover over-allotments, if any. The Underwriter partially exercised its over-allotment option with respect to 15,000,000 Series A Warrants and 7,500,000 Series B Warrants (pre-Reverse Stock Split). The Common Units were sold at a price of $0.20 per unit and the Pre-Funded Warrants were sold at a price of $0.199 per unit (pre-Reverse Stock Split). The Pre-Funded Warrants were immediately exercisable at an exercise price of $0.001 per share (pre-Reverse Stock Split ) and could be exercised at any time until all Pre-Funded Warrants are exercised in full. As of September 30, 2024, all Pre-Funded Warrants have been exercised.

On February 9, 2024, a registration statement on Form S-1 (File No. 333-276663) was declared effective for the resale, from time to time, of up to 17,820 shares of the Company’s common stock by a selling stockholder in connection with an equity line of credit financing. During the three months ended September 30, 2024 and 2023, the Company sold 0 shares of common stock to the stockholder under the equity line of credit and received proceeds of $0. During the nine months ended September 30, 2024, the Company sold 4,336 shares of common stock to the stockholder under the equity line of credit and received proceeds of $828,491 compared to $0 in the same prior year period. In addition, during the three months ended September 30, 2024, the Company issued 154 shares of common stock to satisfy interest payments to a note holder in connection with a short-term convertible note, totaling $15,028, and also made cash payments totaling $19,331 for monthly interest as well as $100,375 interest due at loan payoff. During the nine months ended September 30, 2024, the Company issued 415 shares of common stock to satisfy interest payments to a note holder in connection with a short-term convertible note, totaling $90,839 and issued 79 shares of common stock for payment on accrued compensation totaling $36,029, compared to zero shares issued during the same prior year period.

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 the Company’s 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 revenue and expenses during the reporting period. Management bases these estimates and assumptions upon historical experience, existing and known circumstances, authoritative accounting pronouncements, and other factors that management believes to be reasonable. In addition, the Company has considered the potential impact of macroeconomic factors, including inflation, changes in tariffs, changes in interest rates, changes in commodity pricing, and recessionary concerns on its business and operations. Although the full impact of these factors is unknown and cannot be reasonably estimated, the Company believes it has made appropriate accounting estimates and assumptions based on the facts and circumstances available as of the reporting date. However, actual results could vary materially from the estimates and assumptions that were used, which may result in material effects on the Company’s financial condition, results of operations, and liquidity. 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. To the extent there are differences between these estimates and actual results, the Company’s financial statements may be materially affected.

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, 2024, cash balances exceeded FDIC limits by $787,702 and investment accounts totaling $1,885,804 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, 2024 and 2023, the Company wrote off $0 and $388 to bad debt expense. For the nine months ended September 30, 2024 and 2023, the Company collected $0 and $412 of bad debt that had been written off previously. There was no allowance for doubtful accounts as of September 30, 2024 or December 31, 2023, as management believed all outstanding amounts to be fully collectible.

Customer Deposits

As of September 30, 2024 and December 31, 2023, the Company had customer deposits totaling $41,249 and $17,423, 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, 2024 and December 31, 2023, the Company had inventory that consisted of finished assemblies totaling $2,224,102 and $2,967,021, respectively, and raw materials (inventory components, parts, and packaging) totaling $1,141,190 and $858,369, 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, 2024 or December 31, 2023. The Company prepays for inventory purchases from foreign suppliers. Prepaid inventory totaled $1,361,990 and $163,948 as of September 30, 2024 and December 31, 2023, 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, 2024 and 2023, respectively, approximately 80% and 61%, respectively, of inventory purchases were made from foreign suppliers in Asia. During the nine months ended September 30, 2024 and 2023, respectively, approximately 79% and 71%, respectively, of inventory purchases were made from foreign suppliers in Asia. 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 Europe, enabling the Company to source materials outside of Asia 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
Manufacturing equipment			3-10 years
Office furniture and equipment			3-7 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, 2024 or 2023.

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 12-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, 2024 and December 31, 2023 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. No refund liability was recognized as of September 30, 2024 or December 31, 2023. Revenue is recorded net of this amount. Any returns of discontinued product are not added back to inventory and therefore related costs are nominal and not recorded as an asset.

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.

Customer Concentration

During the three months ended September 30, 2024, the Company had four customers that accounted for, in the aggregate, net sales of $553,207, comprising approximately 46% of the Company’s net sales during the quarter, for which each represented greater than approximately 10% of the Company’s total net sales. These customers represented an aggregate of 45% of total accounts receivable as of September 30, 2023. During the nine months ended September 30, 2024, sales to one customer totaled $466,463, comprising approximately 14% of the Company’s net sales during the period. This customer had a credit balance on accounts as of September 30, 2024. Accounts receivable from three additional customers represented an aggregate $238,982, representing approximately 55% of the Company’s consolidated accounts receivable balance as of September 30, 2024.

During the three months ended September 30, 2023, the Company had three customers that accounted for, in the aggregate, net sales of $700,071, comprising approximately 38% of the Company’s net sales during the quarter, for which each represented greater than 10% of the Company’s total net sales. These customers represented an aggregate of 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 the Company’s net sales during the period. These customers represented 23% of total accounts receivable as of September 30, 2023. Accounts receivable from three additional customers represented an aggregate $190,495, representing approximately 40% of the Company’s consolidated accounts receivable balance as of September 30, 2023.

Shipping and Handling Costs

Shipping and handling fees billed to customers are classified on the Statement of Operations as “Net sales” and totaled $31,993 and $27,398 during the three months ended September 30, 2024 and 2023, respectively, and $83,882 and $52,296 during the nine months ended September 30, 2024 and 2023, respectively. Shipping and handling costs for shipping product to customers totaled $75,003 and $58,141 during the three months ended September 30, 2024 and 2023, respectively, and $177,697 and $149,898 during the nine months ended September 30, 2024 and 2023, 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 $242,515 and $238,163 for the three months ended September 30, 2024 and 2023, respectively and $710,898 and $690,995 for the nine months ended September 30, 2024 and 2023, 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 $68,617 and $145,111 for the three months ended September 30, 2024 and 2023, respectively, and $228,782 and $316,369 for the nine months ended September 30, 2024 and 2023, respectively, and are included in selling, general and administrative expenses in the accompanying Statements of Operations.

Income Taxes

The Company is a C corporation and its 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.

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 Chief Executive Officer as the CODM.

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,
	2024			2023			2024			2023
Net loss	$	(8,814,657	)	$	(1,814,215	)	$	(13,227,828	)	$	(5,270,281	)
Weighted average common shares outstanding – basic and diluted		358,990			69,107			168,219			68,787
Basic and diluted net loss per share	$	(24.55	)	$	(26.25	)	$	(78.63	)	$	(76.62	)

As of September 30, 2024 and December 31, 2023, the Company has outstanding warrants, options, and RSUs convertible into 6,353,509 and 19,167 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, 2024		December 31, 2023
Warrants		7,969		8,045
Warrants – Series A		5,301,592		0
Warrants – Series B		1,032,198		0
Stock Options		11,729		10,756
RSUs		21		366
		6,353,509		19,167

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 (“Black-Scholes”) 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.

The fair value of the Pre-Funded Warrants, Series A Warrants, and Series B Warrants associated with the follow-on offering on August 8, 2024, is determined by using the Monte Carlo Model. In order to calculate the fair value of the warrants, 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 July 2023, the FASB issued ASU 2023-03, amending “Presentation of Financial Statements (Topic 205),” “Income Statement – Reporting Comprehensive Income (Topic 220),” “Distinguishing Liabilities from Equity (Topic 480),” “Equity (Topic 505),” and “Compensation – Stock Compensation (Topic 718).” The Company adopted this standard effective December 15, 2023, and the adoption of this guidance did not have an impact on the Company’s financial statements or disclosures.

In March 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Updated (“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 adopted this standard effective January 1, 2024, and the adoption of this guidance did not have an impact on the Company’s financial statements or disclosures.

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 adopted this standard, effective January 1, 2024, 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 2024, the FASB issued ASU 2024-02, “Codification Improvements—Amendments to Remove References to the Concepts Statements,” to address suggestions received from stakeholders. The Company is currently evaluating the impact of this standard on its financial statements.

In March 2024, the FASB issued ASU 2024-01, “Compensation—Stock Compensation,” which adds an illustrative example to demonstrate how to apply the guidance in paragraph 718-10-15-3. The Company is currently evaluating the impact of this standard on its financial statements.

In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative,” which affects a variety of Topics in the Codification. The Company is currently evaluating the impact of this standard on its financial statements.

Income Taxes

9 Months Ended

Sep. 30, 2024

Income Tax Disclosure [Abstract]

Income Taxes

10 – 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 and nine months ended September 30, 2024. 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, 2024 and December 31, 2023, 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 and nine months ended September 30, 2024, the Company accrued $460 and $1,380 for 2024 state income taxes, respectively, and for the three and nine months ended September 30, 2023, the Company accrued a net (after refund from the prior year) of $1,380 and $1,341, respectively.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Paragraph 12C
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (SX 210.4-08(h)(2))
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-Publisher FASB
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
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-Paragraph 17
-Subparagraph (b)
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
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-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
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-Paragraph 2
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Accrued Expenses and Other Current Liabilities (Tables)

9 Months Ended

Sep. 30, 2024

Payables and Accruals [Abstract]

Schedule of accrued expenses and other current liabilities


	As of
	September 30, 2024		December 31, 2023
Accrued salaries and payroll liabilities	$	141,727	$	225,685
Rebate liability		40,035		31,411
Commissions		22,968		12,608
Deferred income and deposit (sublease)		4,549		4,445
Franchise tax		4,138		5,262
Accrued Interest		1,082		2,839
Other		—		10,265
Accrued expenses and other current liabilities	$	214,499	$	292,515

Organization and Nature of Operations

9 Months Ended

Sep. 30, 2024

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 (the “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 the Company’s common stock, par value $0.001 per share, and became stockholders of the Company.

The Company designs, assembles, and distributes premium lithium iron phosphate (“LiFePO4”) batteries and supporting accessories for recreational vehicle (“RV”), marine, golf, industrial, and residential needs. LiFePO4 batteries are considered a top choice for high energy density, dependability, longevity, and safety, providing the ability to power anything, anywhere.

Stockholders Equity (Details 4)	9 Months Ended
Stockholders Equity (Details 4)	Sep. 30, 2024
Auction Market Preferred Securities, Stock Series [Line Items]
Expected volatility	110.51%
Expected dividends	0.00%
Expected term (in years)	4 years 10 months 13 days
Series A [Member]
Auction Market Preferred Securities, Stock Series [Line Items]
Expected volatility	154.70%
Expected dividends	0.00%
Expected term (in years)	4 years 11 months 26 days
Risk free rate	4.43%
Series B [Member]
Auction Market Preferred Securities, Stock Series [Line Items]
Expected volatility	154.70%
Expected dividends	0.00%
Expected term (in years)	7 years
Risk free rate	3.58%

Stockholder Promissory Notes (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Stockholder Promissory Notes
Interest paid to the stockholders	$ 7,364	$ 20,627	$ 42,862	$ 61,881

Accrued Expenses and Other Current Liabilities (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Accrued salaries and payroll liabilities	$ 141,727	$ 225,685
Rebate liability	40,035	31,411
Commissions	22,968	12,608
Deferred income and deposit (sublease)	4,549	4,445
Franchise tax	4,138	5,262
Accrued Interest	1,082	2,839
Other		10,265
Accrued expenses and other current liabilities	$ 214,499	$ 292,515

Balance Sheets - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current Assets
Cash and cash equivalents	$ 3,325,177	$ 3,932,698
Accounts receivable, net	438,572	154,935
Inventory	3,365,292	3,825,390
Prepaid/in-transit inventory	1,361,990	163,948
Prepaid expenses and other current assets	278,445	189,418
Total current assets	8,769,476	8,266,389
Property and equipment	905,428	1,348,326
Accumulated depreciation	(396,094)	(430,295)
Property and equipment, net	509,334	918,031
Other Assets
Operating leases - right-of-use asset	822,694	2,662,015
Deposits	27,471	58,896
Total other assets	850,165	2,720,911
Total assets	10,128,975	11,905,331
Current liabilities
Accounts payable	334,632	286,985
Customer deposits	41,249	17,423
Accrued expenses and other current liabilities	214,499	292,515
Convertible note payable		2,082,856
Derivative liability - warrants	5,886,823
Current portion of operating lease liability	260,024	522,764
Current portion of stockholder promissory notes		762,500
Current portion of long-term debt	32,178	50,839
Total current liabilities	6,769,405	4,015,882
Long-term-debt, net of current portion	207,752	298,442
Operating lease liability, net of current portion	606,969	2,241,325
Total liabilities	7,584,126	6,555,649
Stockholders' equity
Preferred stock, par value $.001; 20,000,000 authorized; zero 0 shares issued and outstanding
Common stock, par value $.001; 200,000,000 shares authorized; 918,724 and 69,230 issued and outstanding as of September 30, 2024 and December 31, 2023, respectively	919	69
Additional paid-in capital	36,867,524	26,445,378
Accumulated deficit	(34,323,594)	(21,095,765)
Total stockholders' equity	2,544,849	5,349,682
Total liabilities and stockholders' equity	$ 10,128,975	$ 11,905,331

Stockholders Equity (Details 2) - Incentive Award Plan 2021 [Member]

9 Months Ended

Sep. 30, 2024

USD ($)

$ / shares

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Number of options outstanding at beginning of period

10,756

Weighted average exercise price outstanding at beginning of period | $ / shares

$ 377.28

Aggregate intrinsic value outstanding at beginning of period | $

^[1]

1,045

$ 345.00

Forfeited | $ / shares

$ 345.00

Number of options outstanding at end of period

11,729

Weighted average exercise price outstanding at end of period | $ / shares

$ 374.61

Weighted average remaining contractual term outstanding (in years)

8 years 8 months 4 days

Aggregate intrinsic value outstanding at end of period | $

^[1]

Number of options exercisable at end of period

10,309

Weighted average exercise price exercisable at beginning of period | $ / shares

$ 364.11

Weighted average remaining contractual term exercisable (in years)

8 years 7 months 17 days

Aggregate intrinsic value exercisable at end of period | $

^[1]

[1]	The aggregate intrinsic value of options outstanding and options exercisable at beginning of period and as of September 30, 2024 is $0, as all options are out of the money.

Commitments and Contingencies (Details) - USD ($)	3 Months Ended		9 Months Ended
Commitments and Contingencies (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Operating lease cost	$ 91,463	$ 187,315	$ 465,124	$ 562,660
Short-term lease costs	206		206	150
Variable lease costs
Sublease income	(10,753)	(10,440)	(32,051)	(39,476)
Total lease costs	$ 80,916	$ 176,875	$ 433,279	$ 523,334

Stockholders Equity (Details 5)	Sep. 30, 2024 shares
Auction Market Preferred Securities, Stock Series [Line Items]
Total shares of common stock reserved for future issuance	6,353,509
Stock Options [Member]
Auction Market Preferred Securities, Stock Series [Line Items]
Total shares of common stock reserved for future issuance	11,729
RSU [Member]
Auction Market Preferred Securities, Stock Series [Line Items]
Total shares of common stock reserved for future issuance	21
Warrant [Member]
Auction Market Preferred Securities, Stock Series [Line Items]
Total shares of common stock reserved for future issuance	7,969
Warrant [Member] \| Series A [Member]
Auction Market Preferred Securities, Stock Series [Line Items]
Total shares of common stock reserved for future issuance	5,301,592
Warrant [Member] \| Series B [Member]
Auction Market Preferred Securities, Stock Series [Line Items]
Total shares of common stock reserved for future issuance	1,032,198

Equity and Debt Financings

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Equity and Debt Financings

7 – Equity and Debt Financings

August 2024 Public Offering

On August 8, 2024, the Company sold in the August 2024 Public Offering, (i) 33,402,000 Common Units, (pre-Reverse Stock Split), each consisting of one share of common stock, two Series A Warrants and one Series B Warrant, and (ii) 16,598,000 Pre-Funded Units (pre-Reverse Stock Split), each consisting of one Pre-Funded Warrant, two Series A Warrants, and one Series B Warrant, through the Underwriter.

In addition, the Company granted the Underwriter a 45-day option to purchase additional shares of common stock and/or Pre-Funded Warrants and/or Series A Warrants and/or Series B Warrants, representing up to 15% of the number of the respective securities sold in the August 2024 Public Offering, solely to cover over-allotments, if any. The Underwriter partially exercised its over-allotment option with respect to 15,000,000 Series A Warrants and 7,500,000 Series B Warrants (pre-Reverse Stock Split).

The Common Units were sold at a price of $0.20 per unit and the Pre-Funded Warrants were sold at a price of $0.199 per unit (pre-Reverse Stock Split).

The Pre-Funded Warrants were immediately exercisable at an exercise price of $0.001 per share (Pre-Reverse Stock Split) and could be exercised at any time until all Pre-Funded Warrants are exercised in full. As of September 30, 2024, all Pre-Funded Warrants have been exercised.

Each Series A Warrant is exercisable at any time or times beginning on September 30, 2024, which was the first trading day following the Company’s notice to the Series A Warrant holders of stockholder approval received at the Company’s annual meeting of stockholders held on September 27, 2024 (the “2024 Annual Meeting”), and will expire five years from such date. Each Series A Warrant was initially exercisable at an exercise price of $24.00 per share of common stock (post-Reverse Stock Split). The exercise price of the Series A Warrants was subject to reduction on the 11^th trading day after the stockholder approval to the greater of the lowest daily volume weighted average price (“VWAP”) during the ten trading day period following the stockholder approval and the floor price of $5.206 (representing 20% of the lower of our common stock’s closing price on The Nasdaq Capital Market on the date that we priced the August 2024 Public Offering (post-Reverse Stock Split) or our common stock’s average closing price on The Nasdaq Capital Market for the five trading days ending on such date (such lower price, without giving effect to such 20% reduction, the “Nasdaq Minimum Price”), and the number of shares issuable upon exercise would be proportionately adjusted such that the aggregate exercise price would remain unchanged. As of September 30, 2024, there would have been 5,301,592 shares of common stock (post-Reverse Stock Split and assuming the Adjustment had occurred on September 30, 2024) issuable upon exercise of the Series A Warrants as of that date. Subsequent to September 30, 2024, the exercise price under the Series A Warrants was reduced to the floor price of $5.206 (representing 20% of the Nasdaq Minimum Price, post-Reverse Stock Split), beginning on October 14, 2024, the 11^th trading day following stockholder approval. As of November 12, 2024, 14,900 shares of common stock have been issued upon exercise of Series A Warrants and 5,286,692 shares of Common stock remain issuable upon exercise of Series A Warrants.

Each Series B Warrant was exercisable immediately upon issuance at an exercise price of $0.10 per share (post-Reverse Stock Split). The number of shares of common stock issuable under the Series B Warrants were subject to adjustment using a reset price based on the weighted average price of common stock over a rolling five-trading-day period between the issuance date of the Class B Warrants and the close of trading on the tenth trading day following stockholder approval, subject to certain floor prices. As of September 30, 2024, 342,588 shares of Common stock (post-Reverse Stock Split) had been issued upon exercise of Series B Warrants and there were 1,032,198 shares of Common stock (post-Reverse Stock Split) issuable upon exercise of Series B Warrants based on the reset price of $5.45 (representing the lowest arithmetic average of the daily VWAP during the 5 trading day period from September 12, 2024 through September 18, 2024. Effective October 8, 2024, after market close, a reverse stock split occurred and as of November 12, 2024, 87,384 shares of common stock remain issuable upon exercise of Series B Warrants using the reset price, which was reduced to the floor price of $5.206 (representing 20% of the Nasdaq Minimum Price (post-Reverse Stock Split and post-Adjustment).

Pursuant to an underwriting agreement by and between the Company and the Underwriter, the Company paid the Underwriter a total cash underwriting discount of $700,000, equal to 7% of gross proceeds received in the August 2024 Public Offering, reimbursement for Underwriter expenses of $100,000, equal to 1% of gross proceeds received, and reimbursement for road show, diligence, legal fees and disbursements of $100,000, equal to 1% of gross proceeds received, as well as $5,000 for investor counsel fee, totaling $905,000 in cash fees deducted from cash proceeds.

Convertible Note Financing

On December 27, 2023, the Company entered into a securities purchase agreement with 3i, LP (“3i”), pursuant to which the Company sold and 3i purchased: (i) a senior unsecured convertible note issued in the aggregate principal amount of $2,750,000, with an 10.0% original issue discount and an interest rate of 9.0% per annum (the “3i Note”), (ii) up to $247,500 in newly issued shares of Common stock (the “Interest Shares”), which may be payable, subject to the fulfillment of certain conditions set forth in the 3i Note, to satisfy interest payments under the 3i Note, and (iii) 635 shares of Common stock issued to 3i as consideration for its commitment to purchase the 3i Note (collectively, the “Convertible Note Financing”). The gross proceeds to the Company from the Convertible Note Financing were $2.5 million prior to the payment of legal fees and transaction expenses. The offering of securities in the Convertible Note Financing was made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-272956), which the Company filed with the SEC on June 27, 2023 and was declared effective on July 10, 2023.

On August 8, 2024, in connection with the closing of the August 2024 Public Offering, the Company repaid the 3i Note, and the Company’s obligations under the 3i Note were fully satisfied and discharged. Prior to the closing of the August 2024 Public Offering, the Company had issued 415 shares of common stock (post-Reverse Stock Split) for the payment of $90,840 in interest.

Equity Line of Credit

On December 27, 2023, the Company entered into a common stock purchase agreement with Tumim Stone Capital, LLC (“Tumim”), pursuant to which the Company has the right, but not the obligation, to sell to Tumim, and Tumim is obligated to purchase, up to the lesser of (a) $20,000,000 in aggregate gross purchase price of newly issued Common stock and (b) the Exchange Cap (as defined in the purchase agreement) (the “Equity Line of Credit”). In connection with the Equity Line of Credit, the Company filed a Registration Statement on Form S-1 (File No. 333-276663) with the SEC on January 23, 2024, which was declared effective on February 9, 2024.

In connection with the August 2024 Public Offering, the Company and Tumim mutually agreed to terminate the Equity Line of Credit, effective immediately upon the closing of the August 2024 Public Offering. Prior to the closing of the August 2024 Public Offering, the Company had sold 4,336 shares of common stock (post-Reverse Stock Split) under the Equity Line of Credit for an aggregate amount of $828,491, of which $434,958 was used to repay a portion of the balance under the 3i Note, consisting of $380,042 to the loan principal, $34,204 to interest, and $20,712 as a redemption premium.

See Note 9 – “Convertible Note and Equity Line of Credit” in the Company’s consolidated financial statements in Part IV of the Annual Report for further information on the 3i Note and Tumim Equity Line of Credit.

- Definition

The 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/470/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

+ Details

Stockholders’ Equity (Tables)

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

Schedule of various warrants/options issued and outstanding


Number of Warrants / Non-plan Options		Issuable Shares		Exercise Price per share		Weighted Average Remaining Life (Years)
38,662,470	(1)		1,032,198	$	0.10		7.00
115,000,000	(2)		5,301,592	$	5.206		4.99
780			780	$	290.00		0.36
5,449	(3)		5,449	$	332.00		7.01
891			891	$	450.00		2.75
250			250	$	500.00		1.11
599			599	$	910.00		2.75
153,670,439			6,341,759

(1)

Series B Warrants are subject to reset pricing to determine the number of shares issuable.

(2)

Series A Warrants are subject to reset pricing to determine the number of shares issuable.

(3)

Includes 514,290 warrants and 30,000 non-plan options exercisable for 5,449 shares

Schedule of fair value of assumptions

Schedule of fair value of assumptions
Expected volatility	110.51	%
Expected dividends	None
Expected term (in years)	4.87
Risk free rate	3.35	%

Schedule of stock option activity

Schedule of stock option activity
	Number of Options	Weighted Average Exercise Price	Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (1)
Outstanding at beginning of period	10,756	$377.28	—	$—
Granted	1,045	345.00	—	—
Exercised	—	—	—	—
Forfeited	72	345.00	—	—
Outstanding at end of period	11,729	$374.61	8.68	$—
Exercisable at end of period	10,309	$364.11	8.63	$—

(1)

The aggregate intrinsic value of options outstanding and options exercisable at beginning of period and as of September 30, 2024 is $0, as all options are out of the money.

Schedule of RSU activity

Schedule of RSU activity
	Number of RSUs			Weighted Average Grant-Date Fair Value
Nonvested at beginning of year		366		$	180,072
Granted		161			73,094
Vested		(509	)		(244,994	)
Forfeited		—			—
Nonvested as of September 30, 2024		18		$	8,172

Schedule of fair value of all Series A and Series B warrants


	Series A			Series B
Expected volatility		154.7	%		154.7	%
Expected dividends		None			None
Expected term (in years)		4.99			7.00
Risk free rate		4.43	%		3.58	%

Schedule of common stock shares reserved for future issuance


Warrants			7,969
Warrants – Series A			5,301,592
Warrants – Series B			1,032,198
Stock Options – 2021 Incentive Award Plan			11,729
RSUs			21
Total shares of common stock reserved for future issuance			6,353,509

Commitments and Contingencies (Details 1)	Sep. 30, 2024 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2025	$ 316,523
2026	305,811
2027	269,432
2028	85,834
2029
Thereafter
Total future minimum lease payments	977,600
Less imputed interest	(110,607)
Total	866,993
Current lease liability	260,024
Noncurrent lease liability	606,969
Total	$ 866,993

Commitments and Contingencies (Details Narrative) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Lease liability	$ 866,993	$ 2,764,089

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2 – Summary of Significant Accounting Policies

Basis of 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

Use of Estimates

Cash and Cash Equivalents

Accounts Receivable

Customer Deposits

As of September 30, 2024 and December 31, 2023, the Company had customer deposits totaling $41,249 and $17,423, respectively.

Inventory

Vendor and Foreign Concentrations of Inventory Suppliers

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
Manufacturing equipment			3-10 years
Office furniture and equipment			3-7 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.

Leases

The Company accounts for lease and non-lease components as a single lease component for all its leases.

Impairment of Long-Lived Assets

Product Warranties

Liability for Refunds

Revenue Recognition

Customer Concentration

Shipping and Handling Costs

Advertising and Marketing Costs

Research and Development

Income Taxes

Fair Value of Financial Instruments

Segment Reporting

Basic and 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,
	2024			2023			2024			2023
Net loss	$	(8,814,657	)	$	(1,814,215	)	$	(13,227,828	)	$	(5,270,281	)
Weighted average common shares outstanding – basic and diluted		358,990			69,107			168,219			68,787
Basic and diluted net loss per share	$	(24.55	)	$	(26.25	)	$	(78.63	)	$	(76.62	)

Schedule of anti-dilutive share
	As of
	September 30, 2024		December 31, 2023
Warrants		7,969		8,045
Warrants – Series A		5,301,592		0
Warrants – Series B		1,032,198		0
Stock Options		11,729		10,756
RSUs		21		366
		6,353,509		19,167

Stock-Based Compensation

New Accounting Pronouncements

Accounting Guidance Issued but Not Yet Adopted

Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Schedule of lease cost

Schedule of lease cost
	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Operating lease cost	$	91,463		$	187,315		$	465,124		$	562,660
Short-term lease costs		206			—			206			150
Variable lease costs		—			—			—			—
Sublease income		(10,753	)		(10,440	)		(32,051	)		(39,476	)
Total lease costs	$	80,916		$	176,875		$	433,279		$	523,334

Schedule of future minimum lease payment


	Total
2025	$	316,523
2026		305,811
2027		269,432
2028		85,834
2029		—
Thereafter		—
Total future minimum lease payments	$	977,600
Less imputed interest		(110,607	)
Total	$	866,993
Current lease liability	$	260,024
Non-current lease liability		606,969
Total	$	866,993

Subsequent Events

9 Months Ended

Sep. 30, 2024

Subsequent Events [Abstract]

Subsequent Events

13 – Subsequent Events

The Company evaluated all events and transactions that occurred after September 30, 2024, the date of the most recent Balance Sheets, through November 12, 2024, the date the unaudited financial statements were issued.

Series A Warrants and Series B Warrants Exercises

As of November 12, 2024, 3,232 Series A Warrants for 14,900 shares of common stock and 35,587,468 Series B Warrants for 951,790 shares of common stock have been exercised since September 30, 2024. As of November 12, 2024, 114,996,768 Series A Warrants and 3,075,000 Series B Warrants are outstanding.

Nasdaq Listing Requirement

On October 23, 2024, the Company received a letter from Nasdaq Office of General Counsel stating that the Company had regained compliance with the minimum bid price continued listing requirements in Listing Rule 5550(a)(2) and that the Company is therefore in compliance with the Nasdaq Capital Market’s listing requirements. Consequently, the scheduled hearing before the Hearings Panel on October 24, 2024, was canceled. The Company’s common stock continues to be listed and traded on The Nasdaq Capital Market.

Adjustment to Series A Warrant Exercise Price and Series B Warrants Reset Price

On October 14, 2024, the 11^th trading day following stockholder approval, the per share exercise price under the Series A Warrants was adjusted from $24.0 to $5.206 (representing 20% of the Nasdaq Minimum Price, post-Reverse Stock Split), in accordance with their terms. The reset price under the Series B Warrants was adjusted to $5.206 (representing 20% of the Nasdaq Minimum Price, post-Reverse Stock Split), in accordance with their terms. Such adjustments to the Series A Warrants and Series B Warrants are referred to within this Quarterly Report, collectively and as applicable, as the “Adjustment.”

Reverse Stock Split and Reverse Stock Split True-Up Payment

Effective as of 5:00 p.m. Pacific Time on October 8, 2024 (the “Effective Date”), the Company effected a 1-for-100 reverse stock split (the “Reverse Stock Split”), which was approved by the Board of Directors on September 27, 2024, following stockholder approval at the 2024 Annual Meeting. No fractional shares of common stock were issued as a result of the Reverse Stock Split and instead each holder of common stock who was otherwise entitled to receive a fractional share as a result of the Reverse Stock Split received one whole share of common stock in lieu of such fractional share. As a result of this, 210,668 shares were issued on or before October 17, 2024. In addition, the Reverse Stock Split effected a reduction in the number of shares issuable pursuant to the Company’s equity awards, warrants and non-plan options outstanding as of the Effective Date of the Reverse Stock Split, and a corresponding increase in the respective exercise prices, conversion prices, reset prices and the like thereunder. In conjunction with the Reverse Stock Split, the derivative liability has been relieved.

As a result of the VWAP of the common stock during the five trading days before and after the Reverse Stock Split, the Reverse Stock Split cash true-up payment provision in the Series A Warrants, which is capped at $5 million in the aggregate under all Series A Warrants, was triggered, but the payment of the Reverse Stock Split cash true-up payment is currently suspended in accordance with the terms of the Series A Warrants.

All of the Company’s historical share and per share information related to issued and outstanding common stock and outstanding options and warrants exercisable for common stock in these financial statements have been adjusted, on a retroactive basis, to reflect the Reverse Stock Split.

Summary of Significant Accounting Policies (Details 2) - shares	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive share	6,353,509	19,167
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive share	7,969	8,045
Warrant [Member] \| Series Awarrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive share	5,301,592	0
Warrant [Member] \| Series Bwarrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive share	1,032,198	0
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive share	11,729	10,756
Restricted Stock Units (RSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive share	21	366

Statements of Stockholders' Equity (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2022	$ 68	$ 25,246,388	$ (13,639,491)	$ 11,606,964
Beginning balance, shares at Dec. 31, 2022	68,025
Proceeds received from exercise of warrants		49,786		49,786
Proceeds received from exercise of warrants, shares	461
Stock issued as a result of litigation settlement	$ 1	251,679		251,680
Stock issued as a result of litigation settlement, shares	520
Net loss			(1,977,278)	(1,977,278)
Ending balance, value at Mar. 31, 2023	$ 69	25,547,853	(15,616,769)	9,931,152
Ending balance, shares at Mar. 31, 2023	69,006
Beginning balance, value at Dec. 31, 2022	$ 68	25,246,388	(13,639,491)	11,606,964
Beginning balance, shares at Dec. 31, 2022	68,025
Net loss				(5,270,281)
Ending balance, value at Sep. 30, 2023	$ 69	25,737,674	(18,909,772)	6,827,971
Ending balance, shares at Sep. 30, 2023	69,108
Beginning balance, value at Mar. 31, 2023	$ 69	25,547,853	(15,616,769)	9,931,152
Beginning balance, shares at Mar. 31, 2023	69,006
Exercise of warrants		(10)		(10)
Exercise of warrants, shares	102
Net loss			(1,478,788)	(1,478,788)
Ending balance, value at Jun. 30, 2023	$ 69	25,547,843	(17,095,557)	8,452,355
Ending balance, shares at Jun. 30, 2023	69,108
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)
Ending balance, value at Sep. 30, 2023	$ 69	25,737,674	(18,909,772)	6,827,971
Ending balance, shares at Sep. 30, 2023	69,108
Beginning balance, value at Dec. 31, 2023	$ 69	26,445,378	(21,095,766)	5,349,682
Beginning balance, shares at Dec. 31, 2023	69,230
Stock issued for ELOC		125,153		125,153
Stock issued for ELOC, shares	382
Proceeds received from cashless exercise of warrants		(4)		(4)
Proceeds received from cashless exercise of warrants, shares	16
Stock issued for interest payment		41,250		41,250
Stock issued for interest payment, shares	107
Stock-based compensation		35,127		35,127
Issuance of stock options		218,219		218,219
Issuance of RSUs		51,647		51,647
Settlement of vested RSUs		46,889		46,889
Settlement of vested RSUs, shares	99
Settlement of commitment shares	$ 1	(1)
Settlement of commitment shares, shares	635
Net loss			(2,192,940)	(2,192,940)
Ending balance, value at Mar. 31, 2024	$ 70	26,963,658	(23,288,706)	3,675,022
Ending balance, shares at Mar. 31, 2024	70,469
Beginning balance, value at Dec. 31, 2023	$ 69	26,445,378	(21,095,766)	5,349,682
Beginning balance, shares at Dec. 31, 2023	69,230
Net loss				(13,227,828)
Ending balance, value at Sep. 30, 2024	$ 919	36,867,524	(34,323,594)	2,544,849
Ending balance, shares at Sep. 30, 2024	918,724
Beginning balance, value at Mar. 31, 2024	$ 70	26,963,658	(23,288,706)	3,675,022
Beginning balance, shares at Mar. 31, 2024	70,469
Stock issued for ELOC	$ 4	703,334		703,338
Stock issued for ELOC, shares	3,954
Stock issued for interest payment		34,561		34,561
Stock issued for interest payment, shares	153
Issuance of stock options		69,416		69,416
Issuance of RSUs		53,654		53,654
Settlement of vested RSUs
Settlement of vested RSUs, shares	20
Litigation settlement	$ 1	208,999		209,000
Litigation settlement, shares	1,000
Net loss			(2,220,231)	(2,220,231)
Ending balance, value at Jun. 30, 2024	$ 75	28,033,622	(25,508,937)	2,524,760
Ending balance, shares at Jun. 30, 2024	75,596
Stock issued for interest payment		15,028		15,028
Stock issued for interest payment, shares	154
Issuance of stock options		71,116		71,116
Issuance and settlement of RSUs		35,488		35,488
Issuance and settlement of RSUs, shares	386
Issuance of shares and pre-funded warrants, follow-on offering, net of issuance costs	$ 500	8,681,190		8,681,690
Issuance of shares and pre-funded warrants, follow-on offering, net of issuance costs, shares	500,000
Proceeds from exercise of Series B warrants	$ 344	31,080		31,424
Proceeds from exercise of Series B warrants, shares	342,588
Net loss			(8,814,657)	(8,814,657)
Ending balance, value at Sep. 30, 2024	$ 919	$ 36,867,524	$ (34,323,594)	$ 2,544,849
Ending balance, shares at Sep. 30, 2024	918,724

Accrued Expenses and Other Current Liabilities

9 Months Ended

Sep. 30, 2024

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:


	As of
	September 30, 2024		December 31, 2023
Accrued salaries and payroll liabilities	$	141,727	$	225,685
Rebate liability		40,035		31,411
Commissions		22,968		12,608
Deferred income and deposit (sublease)		4,549		4,445
Franchise tax		4,138		5,262
Accrued Interest		1,082		2,839
Other		—		10,265
Accrued expenses and other current liabilities	$	214,499	$	292,515

401(k) Plan

9 Months Ended

Sep. 30, 2024

Retirement Benefits [Abstract]

401(k) Plan

11 – 401(k) Plan

The Company adopted a 401(k) Plan for the benefit of its employees. Employees may contribute to the 401(k) 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.

Long-Term Debt

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Long-Term Debt

5 – Long-Term Debt

Long-term debt consisted of the following as of September 30, 2024 and December 31, 2023:

Schedule of long term debt payment
	As of
	September 30, 2024			December 31, 2023
Note payable – bank. Payable in monthly installments of $332, including interest at 5.8% per annum, due August 2025 and secured by equipment.	$	3,549		$	6,317
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. This note was paid in full in March 2024.		—			14,196
Note payable – SBA. Economic Injury Disaster Loan payable in monthly installments of $731, including interest at 3.75% per annum, due May 2050.		144,457			146,926
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.		—			—
Notes payable – The Company 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. That agreement was due to expire in April 2024, but was renewed for the same limit and terms and will expire in April 2025. One note was paid off in May 2023 and two more were paid off in February 2024 when the corresponding vehicles were sold. As of September 30, 2024, the notes are currently payable in aggregate monthly installments of $2,560.15, including interest at rates ranging from 6.14% to 7.29% per annum, mature at various dates from October 2027 to May of 2028, and are secured by the related vehicles.		91,924			181,842
Total	$	239,930		$	349,281
Less current portion		(32,178	)		(50,839	)
Long-term debt, net of unamortized debt discount and current portion	$	207,752		$	298,442

Future maturities of long-term debt are as follows:


Twelve months ending September 30,
2025	$	32,178
2026		30,553
2027		32,610
2028		14,588
2029		3,965
Thereafter		126,036
Total	$	239,930