AUSI 10-Q
Aura Systems Inc (AUSI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
For the quarterly period ended
OR
For the transition period from ______________ to ______________
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices and zip code)
Registrant’s telephone number, including
area code:
Former name, former address and former fiscal year, if changed since last report:
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: ☒ NO ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES ☐ ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer | ☐ | Accelerated Filer | ☐ |
| ☒ | Smaller Reporting Company | ||
| Emerging growth company | |||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock, as of the latest practicable date.
| Class | Outstanding July 12, 2022 | |
AURA SYSTEMS, INC.
INDEX
i
ITEM 1. FINANCIAL STATEMENTS
AURA SYSTEMS, INC.
CONDENSED BALANCE SHEETS
(Unaudited)
| May 31, 2022 | February 28, 2022 | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Inventories | ||||||||
| Prepaid and other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Operating lease right-of-use asset | ||||||||
| Security deposit | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Shareholders’ Deficit | ||||||||
| Current liabilities | ||||||||
| Accounts payable (including $ | $ | $ | ||||||
| Accrued expenses (including $ | ||||||||
| Customer advances | ||||||||
| Notes payable, current portion | ||||||||
| Convertible notes payable, current portion | ||||||||
| Convertible note payable-related party, current portion | ||||||||
| Notes payable-related parties, current portion | ||||||||
| Operating lease liability, current portion | ||||||||
| Derivative warrant liability | ||||||||
| Total current liabilities | ||||||||
| Notes payable | ||||||||
| Note payable-related party | - | |||||||
| Operating lease liability | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Shareholders’ deficit | ||||||||
| Common stock: $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total shareholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities and shareholders’ deficit | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited financial statements.
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AURA SYSTEMS, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended | ||||||||
| May 31, 2022 | May 31, 2021 | |||||||
| (As Restated) | ||||||||
| Net revenue | $ | $ | ||||||
| Cost of goods sold | ||||||||
| Gross profit (loss) | ( | ) | ( | ) | ||||
| Operating expenses: | ||||||||
| Engineering, research and development (including $ | ||||||||
| Selling, general and administration | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expense): | ||||||||
| Interest expense, net | ( | ) | ( | ) | ||||
| Gain on debt settlement | ||||||||
| Gain on extinguishment of PPP loans | ||||||||
| Gain on extinguishment of derivative warrant liability, net | ||||||||
| Change in fair value of derivative warrant liability | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Basic and diluted loss per share | $ | ( | ) | $ | ( | ) | ||
| Basic and diluted weighted-average shares outstanding | ||||||||
See accompanying notes to these unaudited financial statements.
2
AURA SYSTEMS, INC.
CONDENSED STATEMENTS OF SHAREHOLDERS’ DEFICIT
(Unaudited)
| Common Stock Shares | Common Stock Amount | Additional Paid-In Capital | Accumulated Deficit | Total Shareholders’ Deficit | ||||||||||||||||
| Balance, February 28, 2021 (As Restated) | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Common shares issued for cash | ||||||||||||||||||||
| Share-based compensation | - | |||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance, May 31, 2021 (unaudited) (As Restated) | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Balance, February 28, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Common shares issued for cash | ||||||||||||||||||||
| Fair value of warrants issued for note settlement | - | |||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance, May 31, 2022 (unaudited) | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
See accompanying notes to these unaudited financial statements.
3
AURA SYSTEMS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
| Three Months Ended | ||||||||
| May 31, 2022 | May 31, 2021 | |||||||
| (As Restated) | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to cash used in operating activities | ||||||||
| Depreciation and amortization | ||||||||
| Gain on extinguishment of PPP loan | ( | ) | ||||||
| Gain on extinguishment of derivative warrant liability, net | ( | ) | ||||||
| Change in fair value of derivative warrant liability | ( | ) | ( | ) | ||||
| Gain on debt settlement | ( | ) | ||||||
| Share-based compensation | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Inventory | ( | ) | ( | ) | ||||
| Prepaid and other current assets | ||||||||
| Deposit | ||||||||
| Operating lease right-of-use asset | ||||||||
| Accounts payable and accrued expenses | ||||||||
| Accrued interest on notes payable | ||||||||
| Operating lease liability | ( | ) | ||||||
| Cash used in operating activities | ( | ) | ( | ) | ||||
| Cash used in investing activities: | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from issuance of common stock | ||||||||
| Principal payments of notes payable | ( | ) | ( | ) | ||||
| Proceeds from government assistance loans – PPP loan | ||||||||
| Cash provided by financing activities | ||||||||
| Net decrease in cash and cash equivalents | ( | ) | ( | ) | ||||
| Cash and cash equivalents-beginning of period | ||||||||
| Cash and cash equivalents-end of period | $ | $ | ||||||
| Cash paid for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
| Supplemental schedule of non-cash transactions: | ||||||||
| Fair value of warrants issued for note settlement | $ | $ | ||||||
See accompanying notes to these unaudited financial statements.
4
AURA SYSTEMS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
Aura Systems, Inc., (“Aura”, the “Company”) a Delaware corporation, is engaged in the development, commercialization, and sale of products, systems, and components, using its patented and proprietary electromagnetic technology. Aura develops and sells AuraGen® axial flux mobile induction power systems to the industrial, commercial, and defense mobile power generation markets.
Basis of Presentation
The accompanying unaudited condensed financial statements as of and for the three months ended May 31, 2022 and 2021, have been prepared have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the unaudited condensed financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the periods presented. The Condensed Balance Sheet information as of February 28, 2022, was derived from the Company’s audited Financial Statements as of February 28, 2022, included in the Company’s Annual Report on Form 10-K filed with the SEC on June 21, 2022. These financial statements should be read in conjunction with that report. The results of operations for the period ended May 31, 2022, may not necessarily be indicative of the results that may be expected for the full fiscal year ending February 28, 2023.
The Company’s fiscal year ends on the last calendar day of February. Accordingly, the current fiscal year will end on February 28, 2023 and is referred to as “Fiscal 2023”. Our prior fiscal years ended February 28, 2022 and 2021, and are referred to as “Fiscal 2022” or “Fiscal 2021”.
Going Concern
The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. During the three-month period ended May 31, 2022, the Company reported
a net loss of approximately $
In the event the Company is unable to generate profits and is unable to obtain financing for its working capital requirements, it may have to curtail its business further or cease business altogether. Substantial additional capital resources will be required to fund continuing expenditures related to our research, development, manufacturing and business development activities. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, to retain its current financing, to obtain additional financing, and ultimately to attain profitability.
During the next twelve months the Company intends to continue to attempt to increase the Company’s operations and focus on the sale of our AuraGen®/VIPER products both domestically and internationally and to add to our existing management team. In addition, the Company plans to source new suppliers for manufacturing operations, rebuild the engineering and sales teams, and to the extent appropriate, utilize third party contractors to support the operation. The Company anticipates being able to obtain new sources of funding to support these actions in the upcoming fiscal year.
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COVID-19
As of the date of this filing, there continues to be widespread concern regarding the ongoing impacts and disruptions caused by the COVID-19 pandemic in the regions in which the Company operates. Although the impacts of the COVID-19 pandemic have not been material to date, a prolonged downturn in economic conditions could have a material adverse effect on our customers and demand for our services. The Company has not observed any impairments of its assets or a significant change in the fair value of its assets due to the COVID-19 pandemic. At this time, it is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or results of operations, financial condition, or liquidity.
Revenue Recognition
The Company recognizes revenue in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers.
Our primary source of revenue is the manufacture and delivery of generator sets used primarily in mobile power applications. Our principal sales channel is sales to a domestic distributor. In accordance with ASC 606, the Company recognizes revenue, net of discounts, for our generator sets at time of product delivery to the domestic distributor (i.e. point-in-time), which also corresponds to the passage of legal title to the customer and the satisfaction of our performance obligations to the customer.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reported periods. Significant estimates include assumptions made for inventory reserve, impairment testing of long-lived assets, the valuation allowance for deferred tax assets, assumptions used in valuing derivative liabilities, assumptions used in valuing share-based compensation, and accruals for potential liabilities. Amounts could materially change in the future. Actual results could differ from those estimates.
Share-Based Compensation
The Company periodically issues stock options and warrants, and shares of common stock to employees and non-employees in non-capital raising transactions for services and for financing costs. Share-based compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the requisite service period. Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash for services.
Fair Value of Financial Instruments
The Company determines the fair values of its financial instruments based on a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The classification of a financial asset or liability within the hierarchy is based upon the lowest level input that is significant to the fair value measurement. Under ASC 820, Fair Value Measurement and Disclosures (“ASC 820”), the fair value hierarchy prioritizes the inputs into three levels that may be used to measure fair value:
| ● | Level 1 – Quoted prices (unadjusted) for identical assets and liabilities in active markets; |
| ● | Level 2 – Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly; and |
| ● | Level 3 – Unobservable inputs. |
6
The recorded amounts of inventory, other current assets, accounts payable, and accrued expenses approximate their fair value due to their short-term nature. The carrying amounts of notes payable and convertible notes payable approximate their respective fair values because of their current interest rates payable in relation to current market conditions.
The following table sets forth by level, within the fair value hierarchy, the Company’s assets and liabilities at fair value as of May 31, 2022 and February 28, 2022:
| May 31, 2022 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Liabilities | ||||||||||||||||
| Derivative warrant liability | $ | $ | $ | $ | ||||||||||||
| Total liabilities | $ | $ | $ | $ | ||||||||||||
| February 28, 2022 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Liabilities | ||||||||||||||||
| Derivative warrant liability | $ | $ | $ | $ | ||||||||||||
| Total liabilities | $ | $ | $ | $ | ||||||||||||
The Company estimated the fair value of the derivative warrant liability using the Binomial Model.
Loss per share
The Company’s loss per share amounts have been computed based on the weighted-average number of shares of common stock outstanding for the period. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share is computed by dividing net earnings (loss) available to common shareholders by the weighted average number of shares of common stock assuming all potential shares had been issued, and the additional shares of common stock were dilutive. Diluted earnings (loss) per share reflects the potential dilution, using the as-if-converted method for convertible debt, and the treasury stock method for options and warrants, which could occur if all potentially dilutive securities were exercised.
For the three-months ended May 31, 2022 and May 31, 2021, the calculations of basic and diluted loss per share are the same because potentially dilutive securities would have had an anti-dilutive effect. The potentially dilutive securities consisted of the following:
| May 31, 2022 | May 31, 2021 | |||||||
| Warrants | ||||||||
| Options | ||||||||
| Convertible notes | ||||||||
| Total | ||||||||
7
Reclassifications
Certain prior period amounts have been reclassified to conform to the current year presentation. These reclassifications have no effect on the previously reported financial position, results of operations and cash flows (see Note 2).
Recent Accounting Pronouncements
Recently Adopted Accounting Pronouncements
In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”). ASU 2020-06 reduces the number of accounting models for convertible debt instruments by eliminating the cash conversion and beneficial conversion models. As a result, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost as long as no other features require bifurcation and recognition as derivatives. For contracts in an entity’s own equity, the type of contracts primarily affected by this update are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement conditions of the derivative scope exception. This update simplifies the related settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective March 1, 2024, for the Company and the provisions of this update can be adopted using either the modified retrospective method or a fully retrospective method. Early adoption is permitted and effective March 1, 2022, the Company early adopted ASU 2020-06 using the modified retrospective approach. The adoption of ASU 2020-06 did not have any impact on the Company’s financial statement presentation or disclosures.
In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains equity classified after modification or exchange as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. The Company adopted ASU 2021-04 effective March 1, 2022. The adoption of ASU 2021-04 did not have any impact on the Company’s financial statement presentation or disclosures.
Recently Issued Accounting Pronouncements Not Yet Adopted
In June 2016, FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. ASU 2016-13 is effective for the Company beginning January 1, 2023, and early adoption is permitted. The Company does not believe the potential impact of the new guidance and related codification improvements will be material to its financial position, results
Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission (the “SEC”) did not or are not believed by management to have a material impact on the Company’s present or future financial statements.
8
NOTE 2 – RESTATEMENT OF PREVIOUSLY ISSUED UNAUDITED CONDENSED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MAY 31, 2021
The unaudited condensed financial statements for the three months ended May 31, 2021 and certain balances as of February 28, 2021 have been restated. On May 31, 2022, our management determined the following:
| ● | that the Company erroneously did not recognize a derivative warrant liability associated with warrants issued by prior management in prior years that included a fundamental transaction provision that could give rise to an obligation to pay cash to the warrant holder. As such, the Company determined that the warrants fundamental transaction provision created a derivative liability pursuant to current accounting guidelines. |
| ● | that the Company had issued common stock in exchange for a settlement of debt to a former employee during fiscal 2018 and had erroneously not accounted for it until Fiscal 2021. |
| ● | that the Company had granted stock options during Fiscal 2021 which were erroneously not recorded. |
The effects on the previously issued financial statements are as follows:
| (A) | In Fiscal 2022, the Company
recognized that previously issued warrants by prior management had characteristics of derivative liabilities. The Company determined
the fair value of the warrant derivative liability, including its initial recording and revaluation for changes in fair value and expiring
warrants, as of February 28, 2021, was $ |
| (B) | In Fiscal 2022, the Company
recognized that during Fiscal 2021, the Company recorded the effect of issuing common stock for debt to a former employee when the issuance
had occurred in Fiscal 2018. To correct the timing of recording the transaction, the Company calculated the gain on the extinguishment
of debt as of the February 28, 2018, issuance date in the amount of $ |
| (C) | In
Fiscal 2022, the Company recognized that certain stock options granted during Fiscal 2021 should have been fully or partially vested
in the year of grant but had no share-based compensation expense recorded in Fiscal 2021. To correct the timing of the expense recognition,
the Company computed the amount of expense associated with the vesting as of February 28, 2021 and recorded an additional $ |
| (D) | In
Fiscal 2022, the Company recognized that certain stock options granted during Fiscal 2021 were being recorded as payroll compensation
expense in Fiscal 2022. Restatement item (C) noted above properly recognizes the amount and timing of the share-based compensation expense,
which results in the need to reverse the payroll compensation recorded in Fiscal 2022. For the three-month period ended May 31, 2021,
payroll compensation expense of $ |
9
Reclassifications
| (1) | In
Fiscal 2021 and the three months ended May 31, 2021 (“Fiscal Q1 2022”), the Company presented interest accrued of $ |
The following table presents the effect of the restatements and reclassifications on the Company’s previously issued balance sheet:
| As of May 31, 2021 | ||||||||||||||||||||
| As Previously Reported | Adjustments | Reclassifications | As Restated | Notes | ||||||||||||||||
| Accrued expenses (including accrued interest) | $ | $ | ( | ) | $ | $ | [D][1] | |||||||||||||
| Note payable | ( | ) | [1] | |||||||||||||||||
| Derivative warrant liability | [A] | |||||||||||||||||||
| Common stock | ( | ) | ||||||||||||||||||
| Additional paid-in capital | ( | ) | [B] | |||||||||||||||||
| [C] | ||||||||||||||||||||
| [C] | ||||||||||||||||||||
| Accumulated deficit | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | [A] | |||||||||
| [B] | ||||||||||||||||||||
| ( | ) | [C] | ||||||||||||||||||
| ( | ) | [C] | ||||||||||||||||||
| [D] | ||||||||||||||||||||
The following table presents the effect of the restatements and reclassifications on the Company’s previously issued statement of operations:
| As of May 31, 2021 | ||||||||||||||||||||
| As Previously Reported | Adjustments | Reclassifications | As Restated | Notes | ||||||||||||||||
| Selling, general and administrative expense | $ | $ | $ | $ | [C] | |||||||||||||||
| ( | ) | [D] | ||||||||||||||||||
| Gain on extinguishment of derivative warrant liability | [A] | |||||||||||||||||||
| Change in fair value of derivative warrant liability | [A] | |||||||||||||||||||
| Net loss | $ | ( | ) | $ | $ | $ | ( | ) | ||||||||||||
| Net loss per share, basic and diluted | $ | ( | ) | $ | ( | ) | ||||||||||||||
10
The following table presents the effect of the restatements on the Company’s previously issued statement of shareholder deficit:
| Common Stock Shares | Common Stock Amount | Additional Paid-In Capital | Accumulated Deficit | Total Shareholders’ Deficit | ||||||||||||||||
| Balance, February 28, 2021, as previously reported | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Prior period revisions | ( | ) | ( | ) | ||||||||||||||||
| Corrections of errors | ( | ) | ||||||||||||||||||
| Balance, February 28, 2021, as restated | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Balance, May 31, 2021, as previously reported | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Prior period revisions | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Share-based compensation addition | - | |||||||||||||||||||
| Net loss reduction | - | |||||||||||||||||||
| Corrections of errors | ( | ) | ||||||||||||||||||
| Balance, May 31, 2021, as restated | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
The following table presents the effect of the restatements and reclassifications on the Company’s previously issued statement of cash flows:
| As of May 31, 2021 | ||||||||||||||||||||
| As Previously Reported |
Adjustments | Reclassifications | As Restated | Notes | ||||||||||||||||
| Cash flows from operating activities: | ||||||||||||||||||||
| Net loss | $ | ( |
) | $ | $ | $ | ( |
) | [A] [C] [D] | |||||||||||
| Gain on extinguishment of derivative warrant liability | ( |
) | ( |
) | [A] | |||||||||||||||
| Change in fair value of derivative warrant liability | ( |
) | ( |
) | [A] | |||||||||||||||
| Share-based compensation expense | [C] | |||||||||||||||||||
| Changes in working capital assets and liabilities: | ||||||||||||||||||||
| Operating lease right-to-use asset | ||||||||||||||||||||
| Accounts payable and accrued expenses | ( |
) | [1] | |||||||||||||||||
| Accrued interest on notes payable | ( |
) | [1] | |||||||||||||||||
| Operating lease liability | ( |
) | ||||||||||||||||||
11
NOTE 3 – INVENTORIES
Inventories are valued at the lower of cost (first-in, first-out) or net realizable value, net of write downs, and consisted of the following:
| May 31, 2022 | February 28, 2022 | |||||||
| Raw materials | $ | $ | ||||||
| Work-in-process | ||||||||
| Finished goods | ||||||||
| Total inventory | $ | $ | ||||||
NOTE 4 – PREPAID AND OTHER CURRENT ASSETS
Prepaid and other current assets consisted of the following:
| May 31, 2022 | February 28, 2022 | |||||||
| Prepaid annual software licenses | $ | $ | ||||||
| Prepaid commissions | ||||||||
| Vendor advances | ||||||||
| Other prepaid expenses | ||||||||
| Total other current assets | $ | $ | ||||||
NOTE–5 - PROPERTY AND EQUIPMENT, NET
Property and equipment consisted of the following:
| May 31, 2022 | February 28, 2022 | |||||||
| Leasehold improvements | $ | $ | ||||||
| Machinery and equipment | ||||||||
| Vehicle | ||||||||
| Computer equipment | ||||||||
| Furniture and fixtures | ||||||||
| Less accumulated depreciation and amortization | ( | ) | ( | ) | ||||
| $ | $ | |||||||
Depreciation expense
for the three months ended May 31, 2022 and 2021 was $
12
NOTE 6 – CONVERTIBLE NOTES PAYABLE
Convertible notes payable consisted of the following:
May 31, 2022 | February 28, 2022 | |||||||
| Convertible notes payable | $ | $ | ||||||
| Non-current | ||||||||
| Current | $ | $ | ||||||
In Fiscal 2013 and 2014,
the Company issued six convertible notes payable in the aggregate of $
At May 31, 2022 and February
28, 2022, accrued interest on convertible notes payable totaled $
NOTE 7 – CONVERTIBLE NOTE PAYABLE-RELATED PARTY
Convertible note payable – related party consisted of the following:
May 31, 2022 | February 28, 2022 | |||||||
| Convertible note payable | $ | $ | ||||||
| Non-current | ||||||||
| Current | $ | $ | ||||||
On January 24, 2017,
the Company entered into a debt refinancing agreement with a former director and current shareholder of the Company. As part of the agreement,
the Company issued a $
At May 31, 2022 and February
28, 2022, accrued interest on convertible notes payable-related party totaled $
13
NOTE 8 – NOTES PAYABLE
Notes payable consisted of the following:
May 31, 2022 | February 28, 2022 | |||||||
| Secured notes payable | ||||||||
| (a) Note payable-EID loan | $ | $ | ||||||
| (b) Notes payable-vehicles and equipment | ||||||||
| Unsecured notes payable | ||||||||
| (c) Note payable-other | ||||||||
| Total | $ | $ | ||||||
| Non-current | ||||||||
| Current | ||||||||
(a) Economic Injury Disaster (EID) Loan
Entities negatively impacted by the COVID-19 pandemic
were eligible to apply for loans sponsored by the United States Small Business Administration (“SBA”) Economic Injury Disaster
Loan (“EID Loan”) program.
(b) Notes payable-vehicle and equipment
During Fiscal 2022,
(c) Other notes payable
Demand promissory notes as of May 31, 2022 and
February 28, 2022 are for one individual issued in September 2015 that is payable on demand with an interest rate of
14
NOTE 9 – NOTES PAYABLE-RELATED PARTIES
Notes payable-related parties consisted of the following:
| May 31, 2022 | February 28, 2022 | |||||||
| Unsecured notes payable | ||||||||
| (a) Notes payable-Koppel (prior to restructuring) | $ | $ | ||||||
| Accrued interest-Koppel (prior to restructuring) | ||||||||
| Note payable-Kopple (restructured) | ||||||||
| Subtotal-Koppel | ||||||||
| (b) Note payable- Gagerman | ||||||||
| Accrued interest-Gagerman | ||||||||
| Subtotal-Gagerman | ||||||||
| (c) Note payable-Jiangsu Shengfeng | ||||||||
| Total | $ | $ | ||||||
| Non-current | ||||||||
| Current | $ | $ | ||||||
(a) Kopple Notes
In fiscals 2013 through 2018, the Company issued
notes payable to Robert Kopple and associated entities (collectively “Kopple”) in the aggregate of $
At February 28, 2022, the accrued interest due
to Kopple totaled $
On March 14, 2022, the Company reached an agreement with Kopple to
resolve all remaining litigation between them, including all amounts owed to Kopple under the notes. Under the terms of the settlement,
the Company agreed to issue a new note and pay Kopple an aggregate amount of $
The Company assessed the settlement with Kopple under ASC 470 and determined that the guidance under troubled debt restructuring should apply. Per ASC 470-60, the carrying value of the restructured note remains the same as before the restructuring, reduced only by the fair value of the warrants issued in connection with the transaction. The Company determined that the future undiscounted cash flows of the restructured new Kopple note exceeded the carrying value, and accordingly, no gain was recognized, and no adjustment was made to the carrying value of the debt, other than the adjustment for the fair value of the warrants. Interest expense on the new Kopple note will be computed using a new effective rate that equates the present value of the future cash payments specified by the new terms with the carrying value of the debt.
(b) Note payable-Gagerman
In April 2014, the Company
issued a note payable to Gagerman, former CEO and CFO of the Company, for $
(c) Jiangsu Shengfeng Note
On November 20, 2019, the Company reached an agreement
with its joint venture partner Jiangsu Shengfeng regarding the return of $
15
NOTE 10 – ACCRUED EXPENSES
Accrued expenses consisted of the following:
| May 31, 2022 | February 28, 2022 | |||||||
| Accrued payroll and related expenses | $ | $ | ||||||
| Accrued interest-convertible notes payable | ||||||||
| Accrued interest-convertible notes payable related party | ||||||||
| Accrued interest-notes payable | ||||||||
| Other accrued expenses | ||||||||
| $ | $ | |||||||
As of May 31, 2022 and February 28, 2022, accrued expenses includes accrued
interest, accrued payroll and accrued consulting fees in the aggregate of $
NOTE 11 – LEASES
Our administrative, and production operations
including warehousing, are housed in an approximately
Operating lease right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Generally, the implicit rate of interest in arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The operating lease ROU asset includes any lease payments made and excludes lease incentives.
The components of lease expense and supplemental cash flow information related to leases for the period are as follows:
| Three-Months ended May 31, 2022 | Three-Months ended May 31, 2021 | |||||||
| Lease Cost | ||||||||
| Operating lease cost (included in general and administration in the Company’s statement of operations) | $ | $ | ||||||
| Other Information | ||||||||
| Cash paid for amounts included in the measurement of lease liabilities | $ | $ | ||||||
| Weighted average remaining lease term – operating leases (in years) | ||||||||
| Average discount rate – operating leases | % | % | ||||||
16
The supplemental balance sheet information related to leases for the period is as follows:
| At May 31, 2022 | ||||
| Operating leases | ||||
| Long-term right-of-use assets | $ | |||
| Short-term operating lease liabilities | $ | |||
| Long-term operating lease liabilities | ||||
| Total operating lease liabilities | $ | |||
Maturities of the Company’s lease liability is as follows:
| Operating Lease | ||||
| Years Ending February 28: | ||||
| 2023 (9 months remaining) | $ | |||
| 2024 | ||||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| Total lease payments | ||||
| Less: Imputed interest/present value discount | ( | ) | ||
| Present value of lease liabilities | $ | |||
NOTE 12 – DERIVATIVE WARRANT LIABILITY
In prior years the Company issued warrants that include a fundamental transaction provision that could give rise to an obligation to pay cash to the warrant holder. The Company determined that the warrants do not satisfy the criteria for classification as equity instruments due to the existence of the cash settlement feature that is not within the sole control of the Company, and the warrants are accounted for as liabilities in accordance with ASC 815. The fair value of the warrants is remeasured at each reporting period, and the change in the fair value is recognized in earnings in the accompanying statements of operations. The warrant liability will ultimately be converted into the Company’s equity when the warrants are exercised, or will be extinguished on the expiration of the outstanding warrants.
The following tables summarize the derivative warrant liability:
| May 31, 2022 | February 28, 2022 | |||||||
| Stock price | $ | $ | ||||||
| Risk free interest rate | % | % | ||||||
| Expected volatility | % | % | ||||||
| Expected life in years | ||||||||
| Expected dividend yield | % | % | ||||||
| Number of warrants | ||||||||
| Fair value of derivative warrant liability | $ | $ | ||||||
| Number of Derivative Warrants Outstanding | Fair Value of Derivative Warrant Liability | |||||||
| February 28, 2022 | $ | |||||||
| Change in fair value of derivative warrant liability | ( | ) | ||||||
| Gain on extinguishment on expiration of warrants | ||||||||
| May 31, 2022 | $ | |||||||
17
NOTE 13 – STOCKHOLDERS’ DEFICIT
Common Stock
During the three-months ended May 31, 2022, the
Company issued
Stock Options
A summary of the Company’s stock option activity for the three-months ended May 31, 2022 is as follows:
| Number of Options | Exercise Price | Weighted Average Intrinsic Value | ||||||||||
| Outstanding, February 28, 2022 | $ | $ | ||||||||||
| Granted | ||||||||||||
| Exercised | ||||||||||||
| Cancelled | ||||||||||||
| Outstanding, May 31, 2022 | $ | $ | ||||||||||
The exercise prices and information related to options under the 2011 Plan outstanding on May 31, 2022 is as follows:
| Range of Exercise Price |
Stock Options Outstanding |
Stock Options Exercisable |
Weighted Average Remaining Contractual Life |
Weighted Average Exercise Price of Options Outstanding |
Weighted Average Exercise Price of Options Exercisable |
|||||||||||||||||
| $ |
$ | $ | ||||||||||||||||||||
The Company granted no stock options under its
stock option 2011 Plan for the three-month period ended May 31, 2022 and the three-month period ended May 31, 2021. As a result of stock
options granted during the Fiscal 2021 year, the Company recognized $
Warrants
A summary of the Company’s warrant activity for the three-months ended May 31, 2022 is as follows:
| Number of Warrants | Exercise Price | |||||||
| Outstanding, February 28, 2022 | $ | |||||||
| Granted | ||||||||
| Exercised | ||||||||
| Cancelled | ||||||||
| Outstanding, May 31, 2022 | $ | |||||||
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There was no intrinsic value as of May 31, 2022, as the exercise prices of these warrants were greater than the market price of the Company’s stock. The exercise prices and information related to the warrants as of May 31, 2022 is as follows:
| Range of Exercise Price |
Stock Warrants Outstanding |
Stock Warrants Exercisable |
Weighted Average Remaining Contractual Life |
Weighted Average Exercise Price of Warrants Outstanding |
Weighted Average Exercise Price of Warrants Exercisable |
|||||||||||||||||
| $ |
$ | $ | ||||||||||||||||||||
During March 2022, the Company reached a settlement
agreement with its former Director, Robert Kopple who had been in litigation with the Company over unpaid notes payable and accrued interest
since 2017 (See Note 9). As a part of the settlement, the Company issued to Mr. Kopple
| Warrants Issued During the Three-Months Ended May 31, 2022 | ||||
| Exercise Price | $ | |||
| Share Price | $ | |||
| Volatility % | % | |||
| Risk-Free Rate | % | |||
| Expected Term (yrs) | ||||
| Dividend Rate | % | |||
NOTE 14 – RELATED PARTY TRANSACTIONS
As of May 31, 2022 and February 28, 2022, Bettersea
LLC (“Bettersea”) was an
NOTE 15 – CONTINGENCIES
The Company is subject to legal proceedings and claims that have arisen in the ordinary course of business. Our management evaluates our exposure to these claims and proceedings individually and in the aggregate and evaluates potential losses on such litigation if the amount of the loss is estimable and the loss is probable. However, the outcome of legal proceedings and claims brought against the Company is subject to significant uncertainty. Although management considers the likelihood of such an outcome to be remote, if one or more of these legal matters were resolved against the Company for amounts in excess of management’s expectations, the Company’s financial statements for that reporting period could be materially adversely affected.
In 2017, the Company’s former COO was awarded
approximately $
19
Since July 2017 the Company has been engaged in
litigation with a former director, Robert Kopple, relating to more than $
On March 26, 2019, various stockholders of the
Company controlling a combined total of more than
NOTE 16 – SUBSEQUENT EVENTS
In March 2022,
In July 2022, Melvin Gagerman, our former CEO and CFO, brought suit
against the Company relating to a 2014 unsecured demand note in the original amount of $
Subsequent to May 31, 2022, the Company issued
20
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward Looking Statements
This Report contains forward-looking statements within the meaning of the federal securities laws. Statements other than statements of historical fact included in this Report, including the statements under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” regarding future events or prospects are forward-looking statements. The words “approximates,” “believes,” “forecasts,” “expects,” “anticipates,” “estimates,” “intends,” “plans” “would,” “could,” “should,” “seek,” “may,” or other similar expressions in this Report, as well as other statements regarding matters that are not historical fact, constitute forward-looking statements. We caution investors that any forward-looking statements presented in this Report are based on the beliefs of, assumptions made by, and information currently available to, us. Such statements are based on assumptions and the actual outcome will be affected by known and unknown risks, trends, uncertainties and factors that are beyond our control or ability to predict. Although we believe that our assumptions are reasonable, they are not guarantees of future performance and some will inevitably prove to be incorrect. As a result, our actual future results may differ from our expectations, and those differences may be material. Accordingly, investors should use caution in relying on forward-looking statements to anticipate future results or trends.
Some of the risks and uncertainties that may cause our actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include the following:
| ● | Our ability to generate positive cash flow from operations; |
| ● | Our ability to obtain additional financing to fund our operations; |
| ● | The impact of economic, political and market conditions on us and our customers; |
| ● | The impact of unfavorable results of legal proceedings; |
| ● | Our exposure to potential liability arising from possible errors and omissions, breach of fiduciary duty, breach of duty of care, waste of corporate assets and/or similar claims that may be asserted against us; |
| ● | Our ability to compete effectively against competitors offering different technologies; |
| ● | Our business development and operating development; |
| ● | Our expectations of growth in demand for our products; and |
| ● | Other risks described under the heading “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q and those risks discussed in our other filings with the Securities and Exchange Commission, including those risks discussed under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended February 28, 2022, issued on June 21, 2022 (as the same may be updated from time to time in subsequent quarterly reports), which discussion is incorporated herein by this reference. |
We do not intend to update or revise any forward-looking statements, whether because of new information, future events or otherwise except to the extent required by law. You should interpret all subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf as being expressly qualified by the cautionary statements in this Report. As a result, you should not place undue reliance on these forward-looking statements.
21
Overview
Our business is based on the exploitation of our Axial Flux Induction solution known as the AuraGen® for commercial and industrial applications and the VIPER for military applications. Our business model consists of two major components: (i) sales and marketing, (ii) design and engineering. Our sales and marketing approaches are composed of direct sales in North America and the use of agents and distributors in other areas. In North America, our primary focus is in (a) mobile exportable power applications, (b) EV applications, (c) U.S. Military applications and (d) industrial applications. The second component of our business model is focused on the design of new products and engineering support for the sales activities described above. The engineering support consists of the introduction of new features for our AuraGen®/VIPER solution such as higher power/torque solutions, and different input and output voltages (DC and AC input and output versions).
In Fiscal 2020 stockholders of the Company successfully removed Ronald Buschur, William Anderson and Si Ryong Yu from the Company’s Board of Directors and elected Ms. Cipora Lavut, Mr. David Mann and Dr. Robert Lempert as directors of the Company in their stead. See Item 3, Legal Proceedings for more information. Also, in Fiscal 2020, Melvin Gagerman –– Aura’s CEO and CFO since 2006 –– was replaced. In July 2019 Ms. Lavut succeeded Mr. Gagerman as President and Mr. Mann succeeded Mr. Gagerman as CFO. Dr. Lempert was appointed as Secretary of the Company by the Board of Directors also in July 2019. In the second half of Fiscal 2020, the Company began significantly increasing its engineering, manufacturing and marketing activities. From July 8, 2019 through the end of Fiscal year 2022 (February 28, 2022), we shipped more than 140 units to customers (more than a ten-fold increase over Fiscal 2019). Although our operations were impacted in Fiscal 2022 and Fiscal 2021 by the COVID-19 pandemic, during these periods we continued to expand our engineering and manufacturing capabilities. See “Item 1. Business. Impact of the COVID-19 Pandemic” included in our Annual Report on Form 10-K for fiscal 2022 for information regarding the impact of COVID-19 on our operations. Our engineering, research and development costs for the three months ended May 31, 2022 and the three months ended May 31, 2021 were approximately $155,000 and $81,000, respectively. During the three months ended May 31, 2021, we relocated all administrative offices and operations to a new state-of-the-art facility consisting of approximately 18,000 square feet in Lake Forest, California. This new facility is wholly occupied by Aura.
During Fiscal 2018 and Fiscal 2019, the Company’s engineering, manufacturing, sales, and marketing activities were reduced while we focused on renegotiating numerous financial obligations. During this time, the Company’s agreements with numerous customers, third party vendors, and organizations and entities material to the operation of the Company business were canceled, delayed or terminated. During Fiscal 2018, the Company successfully restructured in excess of $30 million of debt. Robert Kopple, our former Vice Chairman of the Board, was the only significant unsecured note holder that did not executed formal agreements regarding the restructure of his debt. See “Item 3. Legal Proceedings” included in our Annual Report on Form 10-K for Fiscal 2022 filed with the SEC on June 21, 2022 and Part II, Other Information Item 1, contained in this Quarterly Report for information regarding the dispute and settlement with Mr. Kopple regarding these transactions. In March 2022, the Company reached a settlement that resolves the various claims asserted against us by Mr. Kopple and his affiliated entities (collectively the “Kopple Parties”). Under the terms of the settlement, we have agreed to pay an aggregate amount of $10 million over a period of seven years; $3 million of which is to be paid within approximately four months of the settlement date, after which, interest will accrue on the unpaid balance at a rate of 6%, compounded annually. All amounts, including all accrued interest, are to be paid no later than eight years from the date of the initial payment. The Kopple Parties have also received seven-year warrants to purchase up to an aggregate of approximately 3.3 million shares of our common stock at a price of $0.85 per share. The settlement also provides for standard mutual general release provisions and includes customary representations, warranties, and covenants, including certain increases in the amount payable to the Kopple Parties and the right of such parties to enter judgment against the Company if the Company remains in uncured default in its payment obligations under the settlement.
In Fiscal 2019, we effectuated a one-for-seven reverse stock split and began increasing our engineering and manufacturing activities.
22
Critical Accounting Policies and Estimates
Our management’s discussion and analysis of our financial conditions and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of financial statements requires management to make estimates and disclosures on the date of the financial statements. In preparing our financial statements, we have made our best estimates and judgments of certain amounts included in the financial statements. We use authoritative pronouncements, historical experience and other assumptions as the basis for making judgments. The full impact of the COVID-19 pandemic is unknown and cannot be reasonably estimated for these key estimates and assumptions. However, we made appropriate accounting estimates based on the facts and circumstances available as of the reporting date. To the extent that there are differences between these estimates and actual results, our financial statements may be materially affected.
Revenue Recognition
The Company recognizes revenue in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. In accordance with ASC 606, we recognize revenue, net of discounts, for our generator sets at time of product delivery to the domestic distributor (i.e. point-in-time), which also corresponds to the passage of legal title to the customer and the satisfaction of our performance obligations to the customer.
Inventories
Inventories are valued at the lower of cost (first-in, first-out) or net realizable value, on an average cost basis. We review the components of inventory on a regular basis for excess or obsolete inventory based on estimated future usage and sales. When evidence exists that the net realizable value of inventory is lower than its cost, the difference is recognized as a loss in the period in which it occurs. Once inventory has been written down, it creates a new cost basis for inventory that may not be subsequently written up.
Leases
The Company determines whether a contract is, or contains, a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at lease commencement in determining the present value of unpaid lease payments.
Share-Based Compensation
The Company periodically issues stock options and warrants, and shares of common stock to employees and non-employees in non-capital raising transactions for services and for financing costs. Share-based compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the requisite service period. Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash for services. The Company periodically issues stock options and warrants, and shares of common stock to employees and non-employees in non-capital raising transactions for services and for financing costs. Share-based compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the requisite service period. Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash for services.
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.
The Company uses Level 2 inputs for its valuation methodology for the derivative liabilities as their fair values were determined by using a Binomial pricing model. The Company’s derivative liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in the statement of operations.
23
Impact of COVID-19
The COVID-19 global pandemic has negatively affected the global economy, disrupted global supply chains, and created extreme volatility and disruptions to capital and credit markets in the global financial markets. We began to see the impact of COVID-19 during our fourth quarter of Fiscal 2020 with our Chinese joint venture’s manufacturing facilities being required to close and many of our customers suspending their own operations due to the COVID-19 pandemic. As a result, net sales and production levels during the fourth quarter of Fiscal 2020, the entirety of Fiscal 2021, Fiscal 2022 and the first quarter of Fiscal 2023 were significantly reduced, thus impacting our results of operations during these quarters.
In response to the COVID-19 pandemic and business disruption, we implemented certain measures to manage costs, preserve liquidity and enhance employee safety. These measures included the following:
| ● | Reduction of payroll costs through temporary furloughs; |
| ● | Enhanced cleaning and disinfection procedures at our facilities, temperature checks for our workers, promotion of social distancing at our facilities and requirements for employees to work from home where possible; |
| ● | Reduction of capital expenditures; and |
| ● | Deferral of discretionary spending. |
The extent of the impact of the COVID-19 pandemic on our business, financial results and liquidity will depend largely on future developments, including the duration of the spread of the COVID-19 outbreak within the U.S. and globally, the impact on capital and financial markets and the related impact on our customers, especially in the commercial vehicle markets. These future developments are outside of our control, are highly uncertain, and cannot be predicted. If the impact is prolonged, then it can further increase the difficulty of planning for operations and may require us to take further actions as it relates to costs and liquidity. These and other potential impacts of the COVID-19 pandemic have adversely impacted our results for the entirety of Fiscal 2021 and Fiscal 2022, the first quarter of fiscal year 2023, and could be impactful for the balance of Fiscal 2023.
Going Concern
During the three-month period ended May 31, 2022, the Company reported a net loss of approximately $552,000 and used cash in operating activities of approximately $722,000, respectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s February 28, 2022, financial statements, raised substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
In the event the Company is unable to generate profits and is unable to obtain financing for its working capital requirements, it may have to curtail its business further or cease business altogether. Substantial additional capital resources will be required to fund continuing expenditures related to our research, development, manufacturing and business development activities. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, to retain its current financing, to obtain additional financing, and ultimately to attain profitability.
24
During the next twelve months we intend to continue to attempt to increase the Company’s operations and focus on the sale of our AuraGen®®/VIPER products both domestically and internationally and to add to our existing management team. In addition, we plan to source new suppliers for manufacturing operations, rebuild the engineering and sales teams, and to the extent appropriate, utilize third party contractors to support the operation. We anticipate being able to obtain new sources of funding to support these actions in the upcoming fiscal year.
Results of Operations
Three months ended May 31, 2022 compared to three months ended May 31, 2021
Net revenue was approximately $6,300 for the three-months ended May 31, 2022 (“Fiscal Q1 2023”) compared to approximately $23,900 for the three-months ended May 31, 2021 (“Fiscal Q1 2022”). During Fiscal Q1 2023, we delivered 1 generator unit as compared to 3 units delivered in the same quarter in the prior year. Revenues continue to be negatively impacted by both the COVID-19 pandemic, as well as a generally low level of resources. We cannot project with confidence the timing or amount of revenue that we can expect despite improvements in the pandemic being under more control globally including a successful rollout of the vaccine programs. To increase revenues which were impacted by the economic effects of the pandemic, the Company needs to augment its marketing and sales efforts substantially. As the Company’s focus has been on new product engineering and development, the current limited resources prevent executing the increased selling efforts in the near term.
Cost of goods sold was approximately $13,400 in Fiscal Q1 2023 compared to approximately $49,300 in Fiscal Q1 2022. This resulted in a gross loss of approximately $7,100, or a gross margin loss of 113%, and approximately $25,400 gross loss and a gross margin loss of 106%, in Fiscal Q1 2023 and Fiscal Q1 2022, respectively. The gross loss and related gross margin loss for both the three-month periods were largely influenced by the low volume of shipments in each quarter which reduced our ability to fully absorb fixed operating costs including higher operating costs related to the new facility.
Engineering, research and development expenses were approximately $167,000 in Fiscal Q1 2023, compared to approximately $81,000 in the Fiscal Q1 2022, or an increase of 107%. Fiscal Q1 2022 began to see higher level of costs than several of the prior years as the Company restarted its new product development program beginning with the development of a new electronic control unit (“ECU”). Fiscal Q1 2023 reflects the continuation of the increased development program, including costs for engineering several new designs as well as increased testing.
Selling, general and administration (“SG&A”) expense increased by approximately $113,400 or 15% to approximately $850,400 in the Fiscal Q1 2023 period from approximately $737,000 in the Fiscal Q1 2022 period. The increase during Fiscal Q1 2023 was principally associated with (i) higher legal costs of $220,700 related to the settlement of the Kopple litigation, (ii) additional salary expense of $76,500, including the addition of the Company’s Chief Financial Officer and (iii) all other expense net increases of approximately $18,900, partially offset by a reduction of approximately $163,200 in share-based compensation costs related to the vesting options granted in fiscal 2020 and a net reduction of approximately $39,500 in selling expenses which included the write-off of deferred sales compensation costs determined not to be recoverable in Fiscal Q1 2022 period.
Interest expense in Fiscal Q1 2023 decreased approximately $188,300 or 70%, to approximately $81,800 from approximately $269,600 in the Fiscal Q1 2022 period due principally to the settlement of the Kopple litigation which resulted in the conversion of the Kopple notes payable into a new note. The new note does not begin to accrue interest until July 2022.
Other income in the Fiscal Q1 2023 period was approximately $553,400 which represents the favorable change in the fair value of the derivative warrant liability for the three-months, measured as of May 31, 2022. Comparatively, the revaluation of the derivative warrant liability in Fiscal Q1 2022, measured as of May 31, 2021, resulted in a favorable change in the fair value of approximately $82,800 for the three-month period. Fiscal Q1 2022 also included a gain on the extinguishment of derivative liability of $44,620 associated with warrants that expired during the three-month period. In addition, Fiscal Q1 2022 included an approximately $75,100 gain on extinguishment of debt in connection with the forgiveness of 100% of the principal and accrued interest related to the initial PPP loan obtained by the Company in April 2020.
25
Net loss for the three-month period of Fiscal Q1 2023 decreased by approximately $353,500, to a loss of approximately $552,200 from a restated net loss of approximately $905,700 in the three-month period of Fiscal Q1 2022. This was attributed to (i) additional net gain related to derivative liability valuation of approximately $426,000 and (ii) less interest expense of approximately $188,300, which were partially offset by (i) increased operating loss of $181,400 and (ii) a $75,100 gain on forgiveness of debt, and (iii) an approximately $4,300 gain on debt settlement.
Liquidity and Capital Resources
For the three-month period ended May 31, 2022, we recorded a net loss of approximately $552,200 and used cash in operations of approximately $722,500 and at May 31, 2022, had a stockholders’ deficit of approximately $20.1 million. These conditions raise substantial doubt regarding our ability to continue as a going concern for a period of at least one year from the date of issuance of these financial statements. In addition, the Company’s independent registered public accounting firm, in their report on the Company’s February 28, 2022, audited financial statements, raised substantial doubt about the Company’s ability to continue as a going concern.
The net loss of approximately $552,200 in Fiscal Q1 2023 as compared to the Fiscal Q1 2022 restated net loss of approximately $905,700 was due to Fiscal Q1 2023 having a significantly higher non-cash benefit from the change in fair value of the derivative warrant liability and substantially lower interest expense, partially offset by an increased operating loss, as noted above. A significant factor in both periods contributing to the negative operating cash flows is the low level of operating activities caused principally by the COVID-19 pandemic. As a result of the impacts of the COVID-19 pandemic, we may be required to raise additional capital and our access to and cost of financing will depend on, among other things, global economic conditions, conditions in the global financing markets, the availability of sufficient amounts of financing, and our future prospects.
At May 28, 2022, we had cash of approximately $20,800, compared to cash of approximately $150,200 at February 28, 2022. Subsequent to May 31, 2022, the Company issued 1,490,000 shares of common stock in exchange for cash proceeds of approximately $446,900. Working capital deficit at May 21, 2022 was a $12.4 million deficit as compared to an $21.7 million deficit at February 28, 2022. The primary reason for the decrease in the deficit was the reclassification of approximately $8.1 million in notes payable-related party, including accrued interest, related to Kopple from current liabilities to long-term. The reclassification resulted from the Company reaching an agreement with Mr. Robert Kopple, a related party note holder, to resolve all litigation between the parties related to notes payable and accrued interest carried at a value of $12.1 million as of February 28, 2022. At May 31, 2022 and February 28, 2022, we had no accounts receivable.
Prior to Fiscal 2020, in order to maintain liquidity, we relied upon external sources of financing, principally equity financing and private indebtedness. We have no bank line of credit and will require additional debt or equity financing to fund ongoing operations. Based on a cash flow analysis performed by management, we estimate that we will need an additional $5 million to maintain existing operations for Fiscal 2023 and increase the volume of shipments to customers. We cannot assure the reader that additional financing will be available nor that the commercial targets will be met in the amounts required to keep the business operating. The issuance of additional shares of equity in connection with such financing could dilute the interests of our existing stockholders, and such dilution could be substantial. If we cannot raise the needed funds, we would also be forced to make further substantial reductions in our operating expenses, which could adversely affect our ability to implement our current business plan and ultimately our viability as a company.
In March 2022, the Company reached a settlement with the Kopple Parties that resolves all claims asserted against the Company without any admission, concession or finding of any fault, liability or wrongdoing on the part of the Company. Under the terms of the settlement, we have agreed to pay an aggregate amount of $10 million over a period of seven years; $3 million of which was originally to be paid in June 2022, and subsequently extended to July 2022, after which, interest will accrue on the unpaid balance at a rate of 6%, compounded annually. All amounts, including all accrued interest, are to be paid no later than eight years from the date of the initial payment. The Kopple Parties have also received seven-year warrants to purchase up to an aggregate of approximately 3.3 million shares of our common stock at a price of $0.85 per share. The settlement also provides for standard mutual general release provisions and includes customary representations, warranties, and covenants, including certain increases in the amount payable to the Kopple Parties and the right of such parties to enter judgment against the Company if the Company remains in uncured default in its payment obligations under the settlement. As of the date of this report, the Company has not yet paid the full $3,000,000 installment due to Kopple; having only made a partial payment in June 2022.
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We consider the transactions described above with Mr. Kopple to be related party transactions.
See “Item 3. Legal Proceedings” and “Part IV, Item 15, Note 19 to the Financial Statements” included in the Company’s Annual Report on Form 10-K filed with the SEC on June 21,2022 for information regarding the dispute and settlement with Mr. Kopple regarding these transactions.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company, we are not required to provide disclosure under this Item 3.
ITEM 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Securities and Exchange Act of 1934 Rules 13a-15(f). Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of May 31, 2022. As of May 31, 2022, management’s assessment identified the following material weaknesses in the Company’s internal control over financial reporting: (1) ineffective controls over transactions for debt issuances to provide for review of all terms in a timely and accurate manner, to ensure reporting is in conformity with generally accepted accounting principles and properly reflected in the financial results; and (2) ineffective controls over transactions for issuances of common stock, options, and warrants to provide for review of all terms in a timely and accurate manner, to ensure reporting is in conformity with generally accepted accounting principles and properly reflected in the financial results.
Remediation Plan
In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:
We have increased our personnel resources and technical accounting expertise within the accounting function with the hiring of a new Chief Financial Officer as disclosed on Form 8-K filed with the Securities and Exchange Commission on February 17, 2022. We intend to hire one or more additional personnel for the finance and accounting function which will provide the manpower to perform timely and complete reviews of debt and equity transactions consistent with control objectives. We also plan to prepare written policies and procedures for accounting and financial reporting to establish a formal process to account for all transactions, including equity and debt transactions. We plan to test our updated controls and remediate our deficiencies in the fiscal year 2023.
The Company continues to remediate the findings contained in our Annual Report on Form 10-K, for the fiscal year ended February 28, 2022, issued on June 21, 2022.
Changes in Internal Control over Financial Reporting
There have been no other changes in our internal control over financial reporting during our fiscal quarter ended May 31, 2022, not previously identified in our Annual Report on Form 10-K, for the fiscal year ended February 28, 2022 and issued on June 21, 2022 which have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings
The Company is subject to legal proceedings and claims that have arisen in the ordinary course of business. Our management evaluates our exposure to these claims and proceedings individually and in the aggregate and evaluates potential losses on such litigation if the amount of the loss is estimable and the loss is probable. However, the outcome of legal proceedings and claims brought against the Company is subject to significant uncertainty. Although management considers the likelihood of such an outcome to be remote, if one or more of these legal matters were resolved against the Company for amounts in excess of management’s expectations, the Company’s financial statements for that reporting period could be materially adversely affected.
In 2017, the Company’s former COO was awarded approximately $238,000 in accrued salary and related charges by the California labor board. In August 2021, the Company reached a settlement by which the Company agreed to pay approximately $330,000, representing the principal award plus accrued interest. As of the time of this filing, the Company has paid approximately $134,900 toward the settlement amount. The remaining balance of approximately $195,100 is to be paid no later than September 1, 2022, and accrues interest of 10% per annum until paid.
Since July 2017 the Company has been engaged in litigation with a former director, Robert Kopple, relating to more than $13 million and the current equivalent of the approximately 23 million warrants, exercisable for seven years at a price of $0.10 per share, which Mr. Kopple and his affiliated entities (collectively the “Kopple Parties”) claimed should have been originally issued to them pursuant to various agreements with the Company entered to between 2013-2016. In March 2022, the Company reached a settlement with the Kopple Parties that resolves all claims asserted against the Company without any admission, concession or finding of any fault, liability or wrongdoing on the part of the Company. Under the terms of the settlement, we have agreed to pay an aggregate amount of $10 million over a period of seven years; $3 million of which was originally to be paid in June 2022, and subsequently extended to July 2022, after which, interest will accrue on the unpaid balance at a rate of 6%, compounded annually. All amounts, including all accrued interest, are to be paid no later than eight years from the date of the initial payment. The Kopple Parties have also received seven-year warrants to purchase up to an aggregate of approximately 3.3 million shares of our common stock at a price of $0.85 per share. The settlement also provides for standard mutual general release provisions and includes customary representations, warranties, and covenants, including certain increases in the amount payable to the Kopple Parties and the right of such parties to enter judgment against the Company if the Company remains in uncured default in its payment obligations under the settlement. As of the date of this report, the Company has not yet paid the full $3,000,000 installment due to Kopple; having made a partial payment in June 2022.
On March 26, 2019, various stockholders of the Company controlling a combined total of more than 27.5 million shares delivered a signed written consent to the Company removing Ronald Buschur as a member of the Company’s Board and electing Cipora Lavut as a director of the Company. On March 27, 2019, those same stockholders delivered a further signed written consent to the Company removing William Anderson and Si Ryong Yu as members of the Company’s Board and electing Robert Lempert and David Mann as directors of the Company. These written consents represented a majority of the outstanding shares of the Company’s common stock as of March 26, 2019 and March 27, 2019, respectively. Because of Aura’s refusal to recognize the legal effectiveness of the consents, on April 8, 2019 the stockholders filed suit in the Court of Chancery of the State of Delaware pursuant to Section 225 of the Delaware General Corporations Law, seeking an order confirming the validity of the consents and declaring that Aura’s Board consists of Ms. Lavut, Mr. Mann, Dr. Lempert, Mr. Douglas and Mr. Diaz-Versón, Jr. On July 8, 2019 the Court of Chancery entered final judgment in favor of the stockholder plaintiffs, confirming that (a) Ronald Buschur, Si Ryong Yu and William Anderson had been validly removed by the holders of a majority of the Company’s outstanding stock acting by written consent (b) Ms. Lavut, Mr. Mann and Dr. Lempert had been validly elected by the holders of a majority of the Company’s outstanding stock acting by written consent, and (c) the Company’s Board of Directors validly consists of Cipora Lavut, David Mann, Robert Lempert, Gary Douglas and Salvador Diaz-Versón, Jr. As a result of prior management’s unsuccessful opposition to this stockholders’ action filed in the Court of Chancery, such stockholders may be potentially entitled to recoup their litigation costs from the Company under Delaware’s corporate benefit doctrine and/or other legal provisions. To-date, no final determination has been made as to the amount of recoupment, if any, to which such stockholders may be entitled.
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In July 2022, Melvin Gagerman, our former CEO and CFO, brought suit against the Company relating to a 2014 unsecured demand note in the original amount of $82,000. With interest, Gagerman claims to now be owed a total of approximately $150,000. The Company disputes that this note is presently enforceable against the Company and that the demanded amount is owed to Gagerman.
ITEM 1A. Risk Factors
In addition to the other information set forth in this report, you should carefully consider the risk factors disclosed in Item 1A, “Risk Factors,” of the Company’s Fiscal 2022 Annual Report on Form 10-K issued on June 21, 2022.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the three-months ended May 31, 2022, we issued 2,116,665 shares of common stock for cash proceeds of approximately $635,000. The proceeds from the sale were used for general working capital purposes.
ITEM 3. Defaults Upon Senior Securities.
None
ITEM 4. Mine Safety Disclosures
Not applicable.
ITEM 5. Other Information.
None.
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ITEM 6. Exhibits
| 31.1 | Certification pursuant to Rule 13a-14 under the Securities Exchange Act of 1934. | |
| 31.2 | Certification pursuant to Rule 13a-14 under the Securities Exchange Act of 1934. | |
| 32.1 | Certification of Principal Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. § 1350, as Adopted Pursuant to § 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: July 18, 2022 | AURA SYSTEMS, INC. | |
| (Registrant) | ||
| By: | /s/ Cipora Lavut | |
| Cipora Lavut | ||
| President | ||
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