Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 14, 2022 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-40447 | |
Entity Registrant Name | NEXTPLAT CORP | |
Entity Central Index Key | 0001058307 | |
Entity Tax Identification Number | 65-0783722 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 3250 Mary St. | |
Entity Address, Address Line Two | Suite 410 | |
Entity Address, City or Town | Coconut Grove | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33133 | |
City Area Code | (305) | |
Local Phone Number | 560-5355 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 9,649,096 | |
Common Stock [Member] | ||
Title of 12(b) Security | Common Stock, par value $0.0001 | |
Trading Symbol | NXPL | |
Security Exchange Name | NASDAQ | |
Warrant [Member] | ||
Title of 12(b) Security | Warrants | |
Trading Symbol | NXPLW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 12,469,607 | $ 17,267,978 |
Accounts receivable, net | 689,094 | 349,836 |
Inventory | 1,138,290 | 1,019,696 |
Unbilled revenue | 120,359 | 100,422 |
VAT receivable | 355,118 | 491,417 |
Prepaid expenses – current portion | 67,341 | 97,068 |
Equity method investment | 5,056 | |
Other current assets | 48,539 | |
Total current assets | 14,844,865 | 19,374,956 |
Property and equipment, net | 1,186,099 | 1,042,859 |
Right of use asset | 865,115 | 22,643 |
Intangible assets, net | 56,250 | 75,000 |
Prepaid expenses – long term portion | 42,424 | 49,867 |
Equity method investment | 3,540,508 | |
Total assets | 20,535,261 | 20,565,325 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 1,087,044 | 1,063,344 |
Contract liabilities | 35,009 | 36,765 |
Note payable coronavirus loans– current portion | 55,750 | 56,391 |
Due to related party | 15,692 | 35,308 |
Lease liabilities - current | 145,284 | 19,763 |
Provision for income taxes | 15,468 | 56,781 |
Stock subscription payable | 1,400,000 | |
Liabilities from discontinued operations | 112,397 | 112,397 |
Total current liabilities | 1,466,644 | 2,780,749 |
Long term liabilities: | ||
Note payable coronavirus loans– long term | 157,958 | 253,757 |
Lease liabilities - long term | 718,010 | |
Total Liabilities | 2,342,612 | 3,034,506 |
Stockholders’ Equity: | ||
Preferred Stock, $0.0001 par value; 3,333,333 shares authorized | ||
Common stock, $0.0001 par value; 50,000,000 shares authorized, 9,649,096 shares issued and outstanding as of September 30, 2022 and 7,053,146 outstanding at December 31, 2021 | 965 | 705 |
Additional paid-in capital | 48,481,636 | 39,513,093 |
Accumulated (deficit) | (30,205,435) | (21,986,215) |
Accumulated other comprehensive income (loss) | (84,517) | 3,236 |
Total stockholders’ equity | 18,192,649 | 17,530,819 |
Total liabilities and stockholders’ equity | $ 20,535,261 | $ 20,565,325 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 | Jul. 24, 2019 | Mar. 05, 2016 | Mar. 04, 2016 |
Statement of Financial Position [Abstract] | |||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 3,333,333 | 3,333,333 | 50,000,000 | 50,000,000 | 20,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 | 750,000,000 | 750,000,000 | 200,000,000 |
Common Stock, Shares, Issued | 9,649,096 | 7,053,146 | |||
Common Stock, Shares, Outstanding | 9,649,096 | 7,053,146 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Net sales | $ 2,630,826 | $ 2,250,278 | $ 9,080,083 | $ 5,667,966 |
Cost of sales | 1,952,072 | 1,757,142 | 7,032,847 | 4,195,823 |
Gross profit | 678,754 | 493,136 | 2,047,236 | 1,472,143 |
Operating expenses: | ||||
Selling, general and administrative | 1,699,711 | 1,840,760 | 3,434,916 | 2,284,456 |
Salaries, wages and payroll taxes | 651,219 | 490,555 | 1,957,592 | 1,178,267 |
Professional fees | 356,306 | 320,211 | 839,509 | 869,127 |
Depreciation and amortization | 136,457 | 78,456 | 348,022 | 225,404 |
Total operating expenses | 2,843,693 | 2,729,982 | 6,580,039 | 4,557,254 |
Loss before other expenses and income taxes | (2,164,939) | (2,236,846) | (4,532,803) | (3,085,111) |
Other (income) expense | ||||
Gain on debt extinguishment | (20,832) | |||
Interest earned | (3,849) | (3,146) | (13,421) | (3,146) |
Interest expense | 8,725 | 2,385 | 15,649 | 1,463,986 |
Foreign currency exchange rate variance | 89,025 | 69,464 | 229,753 | 41,966 |
Total other (income) expense | 93,901 | 68,703 | 231,981 | 1,481,974 |
Net loss before income tax expense | (2,258,840) | (2,305,549) | (4,764,784) | (4,567,085) |
Provision for income taxes | ||||
Net loss before equity net loss of affiliate | (2,258,840) | (2,305,549) | (4,764,784) | (4,567,085) |
Equity in net losses of affiliate | (3,454,436) | (3,454,436) | ||
Net loss | (5,713,276) | (2,305,549) | (8,219,220) | (4,567,085) |
Comprehensive (Loss) Income: | ||||
Net loss | (5,713,276) | (2,305,549) | (8,219,220) | (4,567,085) |
Foreign currency translation adjustments | (67,635) | 55,584 | (87,753) | 42,850 |
Comprehensive loss | $ (5,780,911) | $ (2,249,965) | $ (8,306,973) | $ (4,524,235) |
NET LOSS INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | ||||
Weighted number of common shares outstanding – basic & diluted | 9,469,509 | 6,290,306 | 9,310,936 | 3,271,405 |
Basic and diluted net loss per share | $ (0.60) | $ (0.37) | $ (0.88) | $ (1.40) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Comprehensive Income [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 82 | $ 14,486,492 | $ (13,878,553) | $ (42,832) | $ 565,189 |
Beginning balance, shares at Dec. 31, 2020 | 817,450 | ||||
Issuance of common related to offering | $ 288 | 12,661,696 | 12,661,984 | ||
Issuance of common related to offering, shares | 2,880,000 | ||||
Comprehensive income (loss) | 42,850 | 42,850 | |||
Net loss | (4,567,085) | (4,567,085) | |||
Issuance common stock from convertible debt | $ 135 | 1,644,132 | 1,644,267 | ||
Issuance common stock from convertible debt, shares | 1,345,468 | ||||
Issuance of common for over-allotment | $ 43 | 1,983,226 | 1,983,269 | ||
Issuance of commom fot over - allotment, shares | 432,000 | ||||
Issuance of warrants for over-allotment | 4,320 | 4,320 | |||
Issuance of common stock from exercise of warrant | $ 92 | 4,629,448 | 4,629,540 | ||
Issuance of common stock from exercise of warrant, shares | 925,908 | ||||
Issuance of common stock related to exercise of options | $ 2 | 4,998 | 5,000 | ||
Issuance of common stock related to exercise of options, shares | 17,437 | ||||
Stock based compensation in connection with options granted | 1,053,064 | 1,053,064 | |||
Stock based compensation in relation to restricted stock award | $ 5 | 268,495 | 268,500 | ||
Stock based compensation in connection with restricted stock awards, shares | 50,000 | ||||
Issuance of common stock for services | 14,200 | 14,200 | |||
Issuance of common for services, shares | 1,000 | ||||
Beneficial conversion feature of convertible debt | 340,420 | 340,420 | |||
Ending balance, value at Sep. 30, 2021 | $ 647 | 37,090,491 | (18,445,638) | 18 | 18,645,518 |
Ending balance, shares at Sep. 30, 2021 | 6,469,263 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 82 | 14,486,492 | (13,878,553) | (42,832) | $ 565,189 |
Beginning balance, shares at Dec. 31, 2020 | 817,450 | ||||
Issuance of common stock related to exercise of options, shares | 19,200 | ||||
Ending balance, value at Dec. 31, 2021 | $ 705 | 39,513,093 | (21,986,215) | 3,236 | $ 17,530,819 |
Ending balance, shares at Dec. 31, 2021 | 7,053,146 | ||||
Beginning balance, value at Jun. 30, 2021 | $ 548 | 31,139,486 | (16,140,089) | (55,566) | 14,944,379 |
Beginning balance, shares at Jun. 30, 2021 | 5,476,918 | ||||
Comprehensive income (loss) | 55,584 | 55,584 | |||
Net loss | (2,305,549) | (2,305,549) | |||
Issuance of common stock related to exercise of options | $ 2 | 4,998 | 5,000 | ||
Issuance of common stock related to exercise of options, shares | 17,437 | ||||
Stock based compensation for options granted | 1,053,064 | 1,053,064 | |||
Stock based compensation for restricted stock awards | 5 | 268,495 | 268,500 | ||
Stock based compensation for restricted stock awards, shares | 50,000 | ||||
Issuance of common stock from exercise warrant | $ 92 | 4,624,448 | 4,624,540 | ||
Issuance of common stock from exercise warrant, shares | 924,908 | ||||
Ending balance, value at Sep. 30, 2021 | $ 647 | 37,090,491 | (18,445,638) | 18 | 18,645,518 |
Ending balance, shares at Sep. 30, 2021 | 6,469,263 | ||||
Beginning balance, value at Dec. 31, 2021 | $ 705 | 39,513,093 | (21,986,215) | 3,236 | 17,530,819 |
Beginning balance, shares at Dec. 31, 2021 | 7,053,146 | ||||
Issuance of common related to offering | $ 223 | 7,004,815 | 7,005,038 | ||
Issuance of common related to offering, shares | 2,229,950 | ||||
Issuance of common related to restricted stock award | $ 37 | 1,343,529 | 1,343,566 | ||
Issuance of common related to restricted stock award, shares | 366,000 | ||||
Stock based compensation in relation to options granted | 620,199 | 620,199 | |||
Comprehensive income (loss) | (87,753) | (87,753) | |||
Net loss | (8,219,220) | $ (8,219,220) | |||
Issuance of common stock related to exercise of options, shares | |||||
Ending balance, value at Sep. 30, 2022 | $ 965 | 48,481,636 | (30,205,435) | (84,517) | $ 18,192,649 |
Ending balance, shares at Sep. 30, 2022 | 9,649,096 | ||||
Beginning balance, value at Jun. 30, 2022 | $ 929 | 47,206,953 | (24,492,159) | (16,882) | 22,698,841 |
Beginning balance, shares at Jun. 30, 2022 | 9,293,096 | ||||
Comprehensive income (loss) | (67,635) | (67,635) | |||
Net loss | (5,713,276) | (5,713,276) | |||
Stock based compensation in relation to restricted stock award | $ 36 | 654,484 | 654,520 | ||
Stock based compensation in connection with restricted stock awards, shares | 356,000 | ||||
Stock based compensation for options granted | 620,199 | 620,199 | |||
Ending balance, value at Sep. 30, 2022 | $ 965 | $ 48,481,636 | $ (30,205,435) | $ (84,517) | $ 18,192,649 |
Ending balance, shares at Sep. 30, 2022 | 9,649,096 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Net loss | $ (5,713,276) | $ (2,305,549) | $ (8,219,220) | $ (4,567,085) | |
Adjustments to reconcile net loss to net cash (used in) operating activities: | |||||
Depreciation expense | 329,272 | 206,654 | $ 292,102 | ||
Amortization of intangible asset | 18,750 | 18,750 | |||
Amortization of convertible debt, net | 1,425,365 | ||||
Amortization of right to use | 58,284 | 24,948 | |||
Stock based compensation in relation to restricted stock awards | 1,343,566 | 268,500 | |||
Fair value of options granted | 620,199 | 1,053,064 | |||
Stock issued for services | 14,200 | ||||
Share of loss from equity method | 3,454,436 | ||||
Gain on debt extinguishment | (20,832) | ||||
Change in operating assets and liabilities: | |||||
Accounts receivable | (339,258) | (132,808) | |||
Inventory | (118,594) | (621,487) | |||
Unbilled revenue | (19,937) | (22,353) | |||
VAT receivable | 136,299 | (446,657) | |||
Prepaid expense | 37,170 | (45,575) | |||
Other current assets | 48,539 | (728) | |||
Accounts payable and accrued liabilities | 23,700 | (168,557) | |||
Lease liabilities | (61,213) | (24,898) | |||
Provision for income taxes | (41,313) | 37,603 | |||
Contract liabilities | (1,756) | 4,252 | |||
Net cash used in operating activities | (2,731,076) | (2,997,644) | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||
Purchase of property and equipment | (471,118) | (95,598) | |||
Purchase of equity method investment | (7,000,000) | ||||
Net cash used in investing activities | (7,471,118) | (95,598) | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||
Proceeds from convertible note payable | 350,000 | ||||
Proceeds from (repayments) to note payable, related party, net | (19,616) | (34,787) | |||
Proceeds from exercise of options | 5,000 | ||||
Proceeds from common stock offering | 5,605,038 | 12,661,984 | |||
Proceeds from warrant offering | 1,987,589 | ||||
Repayments to note payable Coronavirus loans | (51,104) | (11,189) | |||
Proceeds from exercise of warrant | 4,629,540 | ||||
Repayment of note payable | (121,848) | ||||
Net cash provided by financing activities | 5,534,318 | 19,466,289 | |||
Effect of exchange rate on cash | (130,494) | 36,835 | |||
Net increase (decrease) in cash | (4,798,371) | 16,409,882 | |||
Cash beginning of period | 17,267,978 | 728,762 | 728,762 | ||
Cash end of period | $ 12,469,607 | $ 17,138,644 | 12,469,607 | 17,138,644 | $ 17,267,978 |
Cash paid during the period for | |||||
Interest | 10,137 | 144,187 | |||
Income tax | 38,555 | ||||
Non-cash adjustments during the period for | |||||
Beneficial conversion feature on convertible debt | 340,420 | ||||
Recognition of operating lease liability | 904,744 | ||||
Conversion of convertible debt into common shares | $ 1,644,267 |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial statements and do not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The information furnished reflects all adjustments, consisting only of normal recurring items which are, in the opinion of management, necessary in order to make the financial statements not misleading. The unaudited financial statements for the three and nine months ending September 30, 2022, are not necessarily indicative of the results for the remainder of the fiscal year. The consolidated financial statements as of December 31, 2021, have been audited by an independent registered public accounting firm. The accounting policies and procedures employed in the preparation of these condensed consolidated financial statements have been derived from the audited financial statements of the “Company” for the year ended December 31, 2021, which are contained in the Company’s annual report on Form 10-K as filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2022. The consolidated balance sheet as of December 31, 2021 was derived from those financial statements. Basis of Presentation and Principles of Consolidation The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). The consolidated financial statements of the Company include the Company and its wholly-owned subsidiaries, Orbital Satcom Corp, Global Telesat Communications Ltd and NextPlat B.V. All material intercompany balances and transactions have been eliminated in consolidation. . Description of Business Overview Leveraging the e-commerce experience of the Company’s management team and the Company’s existing e-commerce platforms, the Company has embarked upon the rollout of a state-of-the-art e-commerce platform to collaborate with businesses to optimize their ability to sell their goods online, domestically, and internationally, and enabling customers and partners to optimize their e-commerce presence and revenue, which we expect will become the focus of the Company’s business in the future. Historically, the business of NextPlat has been, the provision of a comprehensive array of Satellite Industry communication services, and related equipment sales. As detailed in Online Storefronts and E-Commerce Platforms below, the Company operates two main e-commerce websites as well as 25 third-party e-commerce storefronts such as Alibaba, Amazon and Walmart. These e-commerce venues form an effective global network serving thousands of consumers, enterprises, and governments. NextPlat has announced its intention to broaden its e-commerce platform and is implementing comprehensive systems upgrade to support this initiative. The Company has also begun the design and development of a next generation platform for digital assets built for Web3 (an internet service built using decentralized blockchains). This new platform (“NextPlat Digital”) is currently in the design and development phase and will enable the use of a range of digital assets, such as non-fungible tokens (“NFTs”), in e-commerce and in community-building activities. Online Storefronts and E-Commerce Platforms We operate two e-commerce websites offering a range of MSS products and solutions through our subsidiaries, Orbital Satcom, which targets customers in North and South America, and GTC which targets customers in the UK, EU, Middle East, Asia and rest of the world. These websites produce sales and attract enquiries from customers and potential customers from all around the world. Over the long term, we plan to develop additional country-specific websites to target customers in South America, Asia and Europe where we anticipate there will be substantial further demand for our products. In addition to our two main e-commerce websites, we make portable satellite voice, data and tracking solutions easier to find and buy online through our various third-party e-commerce storefronts such as Alibaba, Amazon and Walmart. We currently operate 25 storefronts across various countries in 5 continents. We have invested in personnel to translate our listings correctly in the different countries we are represented in and intend to regularly improve and increase our listings on all e-commerce sites. We currently have more than 9,000 product listings on all third-party sites and invest significantly in inventory to hold at Amazon’s various fulfillment centers around the world to ensure that orders are shipped to customers as quickly as possible. The products include handheld satellite phones, personal and asset tracking devices, portable high-speed broadband terminals, and satellite Wi-Fi hotspots. Our Amazon Marketplaces represented approximately 52.3 % and 64.0 % of the Company’s revenues during the nine months ended September 30, 2022 and 2021, respectively. For the years ended December 31, 2021 and 2020, Amazon online marketplaces represented approximately 63.6 % and 73.3 % of total sales, respectively. We anticipate that these marketplaces will continue to represent a significant portion of our sales for the foreseeable future. Our e-commerce storefronts enable us to attract a significantly diversified level of sales from all over the world, ensuring we are not overly reliant on any single market or sector for our sales revenue. Furthermore, many products we sell require subscription-based services which allow us to increase our recurring revenue airtime sales. NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Communications Services Through our Global Telesat Communications Ltd and Orbital Satcom Corp business units, we provide Mobile Satellite Services (“MSS”) solutions to fulfill the growing global demand for satellite-enabled voice, data, personnel and asset tracking, Machine-to-Machine (M2M) and Internet of Things (IoT) connectivity services. We provide these solutions for businesses, governments, military, humanitarian organizations, and individual users, enabling them to communicate, connect to the internet, track and monitor remote assets and lone workers, or request SOS assistance via satellite from almost anywhere in the world, even in the most remote and hostile of environments. We provide voice, data communications, IoT and M2M services via Geostationary and Low Earth Orbit (“LEO”) satellite constellations and offer reliable connectivity in areas where terrestrial wireless or wireline networks do not exist or are limited, including remote land areas, open ocean, airways, the polar regions and regions where terrestrial networks are not operational, for example due to political conflicts and natural or man-made disasters. We have expertise and long-term experience in providing tracking and monitoring services via satellite, specifically through the Globalstar Low Earth Orbit satellite network. We own unique network infrastructure devices, known as appliqués, which are located in various Globalstar ground stations around the world and provide the signal receipt and processing technology that enables and powers the Globalstar simplex data service. Our ownership of these appliqués provides us with competitive access to the global simplex data service which addresses the market demand for a small and cost-effective solution for sending data, such as geographic coordinates, from assets or individuals in remote locations to a central monitoring station and is used in numerous applications such as tracking vehicles, asset shipments, livestock, and monitoring unattended remote assets. In addition, we also provide tracking and monitoring solutions using Automatic Identification System (AIS), 2G-5G, Push-to-Talk and two-way radio technology. We generate revenue from both the provision of services and the sale of equipment. Higher margin recurring service revenue from the sale of monthly, annual, and prepaid airtime or messaging plans has historically represented an increasing proportion of our revenue, and we expect that trend to continue as we introduce new products requiring associated airtime or messaging plans. We provide our products and services directly to end users and reseller networks located both in the United States and internationally through our subsidiaries, U.S. based Orbital Satcom Corp (“Orbital Satcom”) and U.K. based Global Telesat Communications Limited (“GTC”). We have a physical presence in the United States and the United Kingdom, as well as an ecommerce storefront presence in 16 countries across 5 continents. We have a diverse geographical customer base having provided solutions to more than 50,000 customers located in more than 165 countries across most every continent in the world. MSS Products Our MSS products rely on satellite networks for voice, data and tracking connectivity and thus are not reliant on cell towers or other local infrastructure. As a result, our MSS solutions are suitable for recreational travelers and adventurers, government and military users, and corporations and individuals wishing to communicate or connect to the internet from remote locations, or in the event of an emergency such as a power outage, following a hurricane or other natural disaster during which regular cell phone, telephone and internet service may not be available. Our satellite communications products enable users to make voice calls, send and receive text messages and emails, and transmit GPS location coordinates from virtually anywhere on the planet, no matter how remote the location and regardless of the availability of local communication infrastructure. Our range of satellite data products allow users around the world to connect to the internet, stream live video, and communicate via voice and data applications. NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS We are a provider of GPS enabled emergency locator distress beacons that can save lives, on land and at sea. Our distress beacons enable essential communication between our customers and search and rescue organizations during emergency situations and pinpoint locational information to Search and Rescue services, essential during an emergency. We provide a wide range of satellite tracking devices used to monitor the location, movements, and history of almost anything that moves. We specialize in offering satellite tracking services through the Globalstar satellite network and have supplied tens of thousands of tracking devices which are used around the world to locate lone workers, track shipping containers, livestock, vehicles, and vessels along with many other types of assets. The first product launched by the Company, SolarTrack, is a compact, lightweight, IoT tracking device powered by the sun and operating on one of the most modern satellite networks in the world. It is designed for tracking and monitoring anything that moves, or any remote asset used outdoors, almost anywhere in the world and we anticipate strong demand from customers looking for a low cost, low maintenance tracking device to monitor remote assets. Mapping and Tracking Portal Our advanced subscription-based mapping and tracking portal, GTCTrack, is available for use by registered customers who pay a monthly fee to access it. This mapping portal provides a universal and hardware-agnostic, cloud-based data visualization and management platform that allows managers to track, command, and control assets in near-real-time. Asset location reports including position, speed, altitude, heading and past location and movement history reports for a wide range of tracking devices and other products sold by us are available through GTCTrack. Organizational History The Company was originally incorporated in 1997 in Florida. On April 21, 2010, the Company merged with and into a wholly-owned subsidiary for the purpose of changing its state of incorporation to Delaware, effecting a 2:1 forward split Global Telesat Communications Limited (“GTC”) was formed under the laws of England and Wales in 2008. On February 19, 2015, we entered into a share exchange agreement with GTC and all of the holders of the outstanding equity of GTC pursuant to which GTC became a wholly owned subsidiary of ours. On March 28, 2014, we merged with a newly-formed wholly-owned subsidiary of ours solely for the purpose of changing our state of incorporation to Nevada from Delaware, effecting a 1:150 A wholly owned subsidiary, Orbital Satcom Corp. (“Orbital Satcom”), a Nevada corporation was formed on November 14, 2014. On January 22, 2015, we changed our name to “Orbital Tracking Corp” from “Great West Resources, Inc.” pursuant to a merger with a newly formed wholly owned subsidiary. Effective March 8, 2018, following the approval of a majority of our shareholders, we effected a reverse split of our common stock at a ratio of 1 for 150 reverse split of our common stock at a ratio of 1 for 15 Also, on August 19, 2019, we changed our name to “Orbsat Corp” from “Orbital Tracking Corp.” pursuant to a merger with a newly formed wholly owned subsidiary. NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS On March 24, 2021, the Company’s shareholders via majority shareholder consent authorized a stock split not to exceed 1 for 5 reverse stock split. A definitive Information Statement relating to the shareholder consent was filed with the SEC on March 13, 2021. The Company’s Board of Directors subsequently approved a 1-for-5 reverse stock split. The Company filed a Certificate of Change to its Amended and Restated Articles of Incorporation to effect a reverse stock split of its issued and outstanding common stock, at a ratio of 1-for-5 On January 18, 2022, the Company filed a Certificate of Amendment of the Amended and Restated Articles of Incorporation of the Company with the Secretary of State of the State of Nevada in order to change the Company’s corporate name from Orbsat Corp to NextPlat Corp. This name change was effective as of January 21, 2022. The name change was approved by the Company’s stockholders at the 2021 annual meeting of stockholders held on December 16, 2021. On June 22, 2022, the Company formed NextPlat B.V., a Netherlands limited liability company, as a wholly-owned subsidiary. At present, NextPlat B.V., has no active operations. On September 2, 2022, the Company closed a transaction with Progressive Care Inc. (OTCQB: RXMD) (“Progressive Care”), pursuant to which we purchased 3,000 2,000 6 Each share of Series B Preferred Stock votes as a class with the common stock of Progressive Care, and has 100,000 100,000 2,000 Following the consummation of the Unit Purchase, our Chairman and Chief Executive Officer, Charles M. Fernandez, and our board member, Rodney Barreto, were appointed to Progressive Care’s Board of Directors, with Mr. Fernandez appointed to serve as Chairman of Progressive Care’s Board of Directors and Mr. Barreto appointed to serve as a Vice Chairman of Progressive Care’s Board of Directors. On November 11, 2022, the Progressive Care board of directors elected Mr. Fernandez to serve as the Chief Executive Officer of Progressive Care. In addition, on September 2, 2022, NextPlat, Charles Fernandez, Rodney Barreto and certain other purchasers purchased from Iliad Research and Trading, L.P. (“Iliad”) a Secured Convertible Promissory Note, dated March 6, 2019, made by Progressive Care to Iliad (the “Note”). The accrued and unpaid principal and interest under the note at the time of the purchase was approximately $ 2.79 2.3 1 400,000 In connection with the Note Purchase, NextPlat, Messrs. Fernandez and Barreto and the other purchasers of the Note entered into a Debt Modification Agreement with Progressive Care. Pursuant to the Debt Modification Agreement, the interest rate under the Note was reduced from 10 5 0.02 21,000,000 9,130,435 3,652,174 3,652,174 All information presented in this Quarterly Report on Form 10-Q other than in Company’s consolidated financial statements and the notes thereto assumes a 1-for-5 reverse stock split NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Use of Estimates In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition, and revenues and expenses for the years then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to, the assumptions used to calculate stock-based compensation, derivative liabilities and common stock issued for services. Reclassification Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with a high credit quality financial institution. The Company’s account at this institution is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 250,000 11,884,437 Accounts receivable and allowance for doubtful accounts The Company has a policy of reserving for questionable accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable. The Company periodically reviews its accounts receivable to determine whether an allowance is necessary based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt. Account balances deemed to be uncollectible are offset against sales and relieved from accounts receivable, after all means of collection have been exhausted and the potential for recovery is considered remote. As of September 30, 2022, and December 31, 2021, there were no allowances for doubtful accounts. NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Inventories Inventories are valued at the lower of cost or net realizable value, using the first-in first-out cost method. The Company assesses the valuation of its inventories and reduces the carrying value of those inventories that are obsolete or in excess of the Company’s forecasted usage to their estimated net realizable value. The Company estimates the net realizable value of such inventories based on analysis and assumptions including, but not limited to, historical usage, expected future demand and market requirements. A change to the carrying value of inventories is recorded to cost of goods sold. Prepaid expenses Prepaid expenses amounted to $ 109,765 146,935 Investments The Company applies the equity method of accounting to investments when it has significant influence, but not controlling interest, in the investee. Judgment regarding the level of influence over each equity method investment includes considering key factors such as ownership interest, representation on the board of directors, participation in policy-making decisions and material intercompany transactions. The carrying value of our equity method investment is reported as “equity method investment” on the condensed consolidated balance sheets. The Company’s equity method investment is reported at cost and adjusted each period for the Company’s share of the investee’s income or loss and dividend paid, if any. The Company’s proportionate share of the net loss resulting from these investments is reported under the line item captioned “equity in net loss of affiliate” in the condensed consolidated statements of operations and comprehensive loss. Note 7 contains additional information on the equity method investment. The Company assesses investments for impairment whenever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable. Management reviewed the underlying net assets of the investees as of September 30, 2022 and determined that the Company’s proportionate economic interest in the investees indicate that the investments were not impaired. Foreign Currency Translation The Company’s reporting currency is U.S. Dollars. The accounts of one of the Company’s subsidiaries, GTCL, is maintained using the appropriate local currency, Great British Pound, as the functional currency. All assets and liabilities are translated into U.S. Dollars at balance sheet date, shareholders’ equity is translated at historical rates and revenue and expense accounts are translated at the average exchange rate for the year or the reporting period. The translation adjustments are reported as a separate component of stockholders’ equity, captioned as accumulated other comprehensive (loss) gain. Transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the statements of operations. The relevant translation rates are as follows: for the three and nine months ended September 30, 2022, closing rate at 1.1150 1.176596 1.258384444 1.342642 1.3784972 1.3853499 1.353372 1.375083 Revenue Recognition and Unearned Revenue The Company recognizes revenue from satellite services when earned, as services are rendered or delivered to customers. Equipment sales revenue is recognized when the equipment is delivered to and accepted by the customer. Only equipment sales are subject to warranty. Historically, the Company has not incurred significant expenses for warranties. Equipment sales which have been prepaid, before the goods are shipped are recorded as contract liabilities and once shipped is recognized as revenue. The Company also records as contract liabilities, certain annual plans for airtime, which are paid in advance. Once airtime services are incurred, they are recognized as revenue. Unbilled revenue is recognized for airtime plans whereby the customer is invoiced for its data usage the following month after services are incurred. The Company’s customers generally purchase a combination of our products and services as part of a multiple element arrangement. The Company’s assessment of which revenue recognition guidance is appropriate to account for each element in an arrangement can involve significant judgment. This assessment has a significant impact on the amount and timing of revenue recognition. NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which we expect to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy a performance obligation. The five-step model is applied to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services transferred to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, we assess the goods or services promised within each contract and determine those that are performance obligations and assess whether each promised good or service is distinct. We then recognize revenue in the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. In accordance with ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedient Contract liabilities is shown separately in the unaudited condensed consolidated balance sheets as current liabilities. At September 30, 2022 and December 31, 2021, we had contract liabilities of approximately $ 35,009 36,765 Cost of Product Sales and Services Cost of sales consists primarily of materials, airtime and overhead costs incurred internally and amounts incurred to contract manufacturers to produce our products, airtime and other implementation costs incurred to install our products and train customer personnel, and customer service and third-party original equipment manufacturer costs to provide continuing support to our customers. There are certain costs which are deferred and recorded as prepaids, until such revenue is recognized. Refer to revenue recognition above as to what constitutes deferred revenue. Shipping and handling costs are included as a component of costs of product sales in the Company’s consolidated statements of operations because the Company includes in revenue the related costs that the Company bills its customers. Intangible assets Intangible assets include customer contracts purchased and recorded based on the cost to acquire them. These assets are amortized over 10 NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Property and equipment Property and equipment are carried at historical cost less accumulated depreciation. Depreciation is based on the estimated service lives of the depreciable assets and is calculated using the straight-line method. Expenditures that increase the value or productive capacity of assets are capitalized. Fully depreciated assets are retained in the property and equipment, and accumulated depreciation accounts until they are removed from service. When property and equipment are retired, sold or otherwise disposed of, the asset’s carrying amount and related accumulated depreciation are removed from the accounts and any gain or loss is included in operations. Repairs and maintenance are expensed as incurred. Leasehold improvements have an estimated service life of the term of the respective lease. The estimated useful lives of property and equipment are generally as follows: SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT Years Office furniture and fixtures 4 Computer equipment 4 Rental equipment 4 Leasehold improvements 5 Appliques 10 Website development 2 Impairment of long-lived assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company did not consider it necessary to record any impairment charges during the periods ended September 30, 2022 and September 30, 2021, respectively. Accounting for Derivative Instruments Derivatives are required to be recorded on the balance sheet at fair value. These derivatives, including embedded derivatives in the Company’s structured borrowings, are separately valued and accounted for on the Company’s balance sheet. Fair values for exchange traded securities and derivatives are based on quoted market prices. Where market prices are not readily available, fair values are determined using market-based pricing models incorporating readily observable market data and requiring judgment and estimates. The Company did not identify any assets or liabilities that are required to be presented on the consolidated balance sheets at fair value in accordance with the accounting guidance. The carrying amounts reported in the balance sheet for cash, accounts payable, and accrued expenses approximate their estimated fair market value based on the short-term maturity of the instruments. NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Stock Based Compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. The Company records stock-based payments made to non-employees in accordance with Accounting Standards Update (“ASU”) 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, Income Taxes The Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” (“ASC 740-10”) which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach require the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Positions. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more likely than not recognition threshold is measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority The Company believes its tax positions are all more likely than not to be upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. The Company has adopted ASC 740-10-25, “Definition of Settlement,” which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they are filed. Leases Effective January 1, 2019, the Company accounts for its leases under ASC 842, Leases In calculating the right of use asset and lease liability, the Company has elected to combine lease and non-lease compo |
INVENTORY
INVENTORY | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 2 - INVENTORY At September 30, 2022 and December 31, 2021, inventories consisted of the following: SCHEDULE OF INVENTORIES September 30, 2022 December 31, 2021 Finished goods $ 1,138,290 $ 1,019,696 Less reserve for obsolete inventory - - Total $ 1,138,290 $ 1,019,696 For the nine months ended September 30, 2022 and the year ended December 31, 2021, the Company did not make any change for reserve for obsolete inventory. |
VAT RECEIVABLE
VAT RECEIVABLE | 9 Months Ended |
Sep. 30, 2022 | |
Vat Receivable | |
VAT RECEIVABLE | NOTE 3 – VAT RECEIVABLE On January 1, 2021, VAT rules relating to imports and exports between the UK and EU changed as a result, of the UK’s departure from the EU, (“BREXIT”). For the nine months ended September 30, 2022 and the year ended December 31, 2021, the Company recorded a receivable in the amount of $ 355,118 491,417 |
PREPAID EXPENSES
PREPAID EXPENSES | 9 Months Ended |
Sep. 30, 2022 | |
Prepaid Expenses | |
PREPAID EXPENSES | NOTE 4 – PREPAID EXPENSES Prepaid expenses amounted to $ 109,765 146,935 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5 – PROPERTY AND EQUIPMENT At September 30, 2022 and December 31, 2021, property and equipment, net of fully depreciated assets, consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT September 30, 2022 December 31, 2021 Office furniture and fixtures $ 94,644 $ 16,969 Computer equipment 72,374 67,458 Rental equipment 43,909 53,296 Leasehold improvements 39,693 - Appliques 2,160,096 2,160,096 Website development 578,343 247,541 Less accumulated depreciation (1,802,960 ) (1,502,501 ) Total $ 1,186,099 $ 1,042,859 Depreciation expense was $ 329,272 206,654 292,102 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 6 – INTANGIBLE ASSETS On December 10, 2014, the Company entered the satellite voice and data equipment sales and service business through the purchase of certain contracts from Global Telesat Corp. (“GTC”). These contracts permit the Company to utilize the Globalstar, Inc. and Globalstar LLC (collectively, “Globalstar”) mobile satellite voice and data network. The purchase price for the contracts of $ 250,000 NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 6 – INTANGIBLE ASSETS (continued) Included in the purchased assets are: (i) the rights and benefits granted to GTC under each of the Globalstar Contracts, subject to certain exclusions, (ii) account and online access to the Globalstar Cody Simplex activation system, (iii) GTC’s existing customers who are serviced pursuant to the Globalstar Contracts (only as to their business directly and exclusively related to the Globalstar Contracts), and (iv) all of GTC’s rights and benefits directly and exclusively related to the Globalstar Contracts. Amortization of customer contracts are included in depreciation and amortization. For the nine months ended September 30, 2022 and 2021, the Company amortized $ 18,750 18,750 SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS 2022 $ 6,250 2023 25,000 2024 25,000 Total $ 56,250 For the nine months ended September 30, 2022 and 2021, there were no |
EQUITY METHOD INVESTMENT IN PRO
EQUITY METHOD INVESTMENT IN PROGRESSIVE CARE, INC. AND SUBSIDIARIES | 9 Months Ended |
Sep. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
EQUITY METHOD INVESTMENT IN PROGRESSIVE CARE, INC. AND SUBSIDIARIES | NOTE 7 – EQUITY METHOD INVESTMENT IN PROGRESSIVE CARE, INC. AND SUBSIDIARIES Progressive Care, Inc. (a publicly traded company) is a personalized healthcare services and technology company that provides prescription pharmaceuticals and risk and data management services to healthcare organization and providers. On August 30, 2022 the Company entered into a Securities Purchase Agreement (the “SPA”) with Progressive Care, Inc. (“Progressive”), which subsequently closed on September 2, 2022, pursuant to which the Company purchased 3,000 2,000 6,000,000 Each unit consists of one share of Progressive Series B Convertible Preferred Stock (“Series B Preferred Stock”) and one warrant to purchase a share of Progressive Series B Preferred Stock (“Warrants”). Each share of Series B Preferred Stock will vote as a class with the common stock of Progressive, and will have 100,000 Progressive votes per share, and each share of Series B Preferred Stock will be convertible into 100,000 2,000 five-year Pursuant to the SPA, NextPlat’s Chairman and Chief Executive Officer, Charles M. Fernandez and board member, Rodney Barreto, were appointed to Progressive’s Board of Directors as Chairman of the Company’s Board of Directors and Vice Chairman, respectively. On November 11, 2022, the Progressive Care board of directors elected Mr. Fernandez to serve as the Chief Executive Officer of Progressive Care. In addition, on September 2 1,000,000 9,130,435 1,000,000 1,213,429 5 0.02 August 31, 2027 As a result of the SPA and related transactions, the Company paid an aggregate of $ 7,000,000 33.28 33.28 Since Progressive does not depend on the Company for continuing financial support to maintain operations as of September 30, 2022, the Company has determined that Progressive is not a variable interest entity, and therefore, the Company is not required to determine the primary beneficiary of Progressive for potential consolidation. Based on quoted market prices, the market value of the Company’s ownership interest in Progressive was approximately $ 11.7 The Company combined its investment in the Series B Preferred Stock, common stock, warrants, and convertible note receivable into one line item on the condensed consolidated balance sheets as “Equity method investment”. The Company reported its aggregate earnings from its investment as one line item on the condensed consolidated statement of operations as “Equity in net loss of affiliate”. NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 7 – EQUITY METHOD INVESTMENT IN PROGRESSIVE CARE, INC. AND SUBSIDIARIES (continued) The following summarizes the Company’s condensed consolidated balance sheet description equity method investment as follows: SCHEDULE OF DESCRIPTION EQUITY METHOD INVESTMENT Carrying Amount August 30, 2022, beginning balance $ 7,000,000 Portion of income from Progressive Care, Inc. and Subsidiaries (3,453,172 ) Depreciation expense due to cost basis difference (1) (8,258 ) Interest earned from convertible note receivable 5,056 Interest earned from amortization of premium on convertible note receivable 3,621 Elimination of intercompany interest earned (1,683 ) September 30, 2022, carrying amount 3,545,564 Equity method investment – short term (5,056 ) Equity method investment – long term $ 3,540,508 The following summarizes the Company’s condensed consolidated statements of operations and comprehensive loss description equity in net loss of affiliate for the three and nine months ended September 30, 2022 as follows: For the Three and Nine Months Ended September 30, 2022 Equity in net loss of affiliate $ (3,453,172 ) Depreciation expense due to cost basis difference (1) (8,258 ) Interest earned from convertible note receivable 5,056 Interest earned from amortization of premium on convertible note receivable 3,621 Elimination of intercompany interest earned (1,683 ) Equity in net loss of affiliate $ (3,454,436 ) (1) NextPlat records depreciation expense on its estimated cost basis difference which is subject to change The Company did not have any equity in net loss of affiliate for the three and nine months ended September 30, 2021. |
ACCOUNTS PAYABLE AND ACCRUED OT
ACCOUNTS PAYABLE AND ACCRUED OTHER LIABILITIES | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED OTHER LIABILITIES | NOTE 8 - ACCOUNTS PAYABLE AND ACCRUED OTHER LIABILITIES Accounts payable and accrued other liabilities consisted of the following: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED OTHER LIABILITIES September 30, 2022 December 31, 2021 Accounts payable $ 867,458 $ 846,380 Rental deposits 4,181 2,030 Customer deposits payable 58,182 59,733 Accrued wages & payroll liabilities 22,930 20,107 VAT liability & sales tax payable 30,644 6,203 Pre-merger accrued other liabilities 88,448 88,448 Accrued interest 314 138 Accrued other liabilities 14,887 40,305 Total $ 1,087,044 $ 1,063,344 NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
CORONAVIRUS LOANS
CORONAVIRUS LOANS | 9 Months Ended |
Sep. 30, 2022 | |
Coronavirus Loans | |
CORONAVIRUS LOANS | NOTE 9 - CORONAVIRUS LOANS On April 20, 2020, the Board of Directors the Company (the “Board”), approved for its wholly owned UK subsidiary, Global Telesat Communications LTD (“GTC”), to apply for a Coronavirus Interruption Loan, offered by the UK government, for an amount up to £ 250,000 250,000 338,343 1.3533720 4.0 0.1 6 July 15, 2026 4,166.67 Voluntary prepayments are allowed with 5 business days’ written notice and the amount of the prepayment is equal to 10% or more of the limit or, if less, the balance of the debenture 55,750 56,391 157,958 253,757 On May 8, 2020, NextPlat Corp was approved for the US funded Payroll Protection Program, (“PPP”) loan. The loan was for $ 20,832 2 1 20,832 20,832 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 10 - STOCKHOLDERS’ EQUITY Capital Structure On March 28, 2014, in connection with the Reincorporation (see Note 1), all share and per share values for all periods presented in the accompanying condensed consolidated financial statements are retroactively restated for the effect of the Reincorporation. On March 5, 2016, the Company shareholders voted in favor of an amendment to its Articles of Incorporation to increase the total number of shares of authorized capital stock to 800,000,000 750,000,000 50,000,000 220,000,000 200,000,000 20,000,000 Effective March 8, 2018, we conducted a reverse split of our common stock at a ratio of 1 for 150 On July 24, 2019, the Company filed a Certificate of Change (the “Certificate of Change”) with the Nevada Secretary of State. The Certificate of Change provides for (i) a 1-for-15 reverse split 0.0001 0.0001 750,000,000 50,000,000 50,000,000 3,333,333 NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 10 - STOCKHOLDERS’ EQUITY (continued) On May 28, 2021, the Company effected a reverse stock split of its common stock at a ratio of 1-for-5 1-for-5 reverse stock split Listing on the Nasdaq Capital Market Our common stock and warrants have been trading on the Nasdaq Capital Market under the symbols “NXPL” and “NXPLW,” respectively, since January 21, 2022. Prior to January 21, 2022, our common stock and warrants were traded on the Nasdaq Capital Market under the symbols “OSAT” and “OSATW,” respectively. The authorized capital of the Company consists of 50,000,000 0.0001 3,333,333 0.0001 9,649,096 7,053,146 0 Preferred Stock As of September 30, 2022, there were 3,333,333 As of September 30, 2022, there were no shares of Series A, B, C, D, E, F, G, H, I, J, K and L convertible preferred stock authorized, and no shares issued and outstanding. Warrants As of September 30, 2022, there were 3,312,000 2,386,092 5.00 144,000 5.50 A summary of the status of the Company’s total outstanding warrants and changes during the year ended December 31, 2021 and the nine months ended September 30, 2022 is as follows: SCHEDULE OF OUTSTANDING STOCK WARRANTS ACTIVITIES Number of Warrants Weighted Average Price Weighted Average Remaining Contractual Life (Years) Balance at January 1, 2021 800 $ 300.00 1.37 Granted 3,456,000 5.00 - Exercised (925,908 ) 5.00 - Forfeited - - - Cancelled (800 ) 300.00 - Balance outstanding and exercisable at December 31, 2021 2,530,092 $ 5.00 4.42 Balance at January 1, 2022 2,530,092 $ 5.00 4.42 Granted - - - Exercised - - - Forfeited - - - Cancelled - - - Balance outstanding and exercisable at September 30, 2022 2,530,092 $ 5.00 3.67 NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 10 - STOCKHOLDERS’ EQUITY (continued) Common Stock As of September 30, 2022, there were 50,000,000 9,649,096 January 2022 Private Placement of Common Stock On December 31, 2021, after markets closed, a securities purchase agreement (the “Purchase Agreement”) was circulated to, and signatures were received from, certain institutional and accredited investors (the “December Investors”) in connection with the sale in a private placement by the Company of 2,229,950 3.24 The closing of the December Offering occurred on January 5, 2022. The Company received gross proceeds from the sale of the common stock in the December Offering of approximately $ 7.2 The Company intends to use the proceeds from the December Offering for general corporate purposes, including potential acquisitions and joint ventures. 73 In connection with the December Offering, the Company entered into a registration rights agreement with the December Investors (the “Registration Rights Agreement”), pursuant to which, among other things, the Company agreed to prepare and file with the SEC a registration statement to register for resale the shares of the Company’s common stock sold in the Offering. The shares of common stock offered and sold in the December Offering were sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act and corresponding provisions of state securities or “blue sky” laws. The terms of the transaction disclosed above, including the provisions of the Purchase Agreement and Registration Rights Agreement, were approved by the Board of Directors; and because some of the securities were offered and sold to officers and directors of the Company, such terms were separately reviewed and approved by the Audit Committee of the Board of Directors. On January 5, 2022, the Company issued 2,229,950 3.24 7,225,038 220,000 7,005,038 1,400,000 Restricted Stock Awards On January 21, 2022, the Company issued 10,000 20,000 3.48 34,800 On May 23, 2021, the Company entered a three ( 3 3,000,000 5 On July 22, 2022, pursuant to Mr. Fernandez employment agreement, the “June Agreement”, see Note 13, the Company issued 200,000 805,246 356,712 448,534 five years 200,000 On August 4, 2022, the Company issued 15,000 76,950 On September 20, 2022, the Company issued 116,000 2.52 292,320 On September 28, 2022, the Company issued 20,000 5.37 107,400 Also on September 28, 2022, the Company issued 5,000 5.37 26,850 NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 10 - STOCKHOLDERS’ EQUITY (continued) Stock Options A summary of the status of the Company’s outstanding stock options and changes during the nine months ended September 30, 2022 is as follows: SCHEDULE OF OUTSTANDING STOCK OPTIONS ACTIVITIES Number of Weighted Exercise Weighted Balance at January 1, 2021 600,009 $ 2.35 9.91 Granted 400,000 - - Exercised (19,200 ) - - Forfeited (917 ) - - Cancelled (50,000 ) - - Balance outstanding and exercisable at December 31, 2021 929,892 $ 3.53 7.36 Balance at January 1, 2022 929,892 $ 3.53 7.36 Granted 220,000 - - Exercised - - - Forfeited (191 ) - - Cancelled - - - Balance outstanding and exercisable at September 30, 2022 1,149,701 $ 3.59 6.45 |
STOCK SUBSCRIPTION PAYABLE
STOCK SUBSCRIPTION PAYABLE | 9 Months Ended |
Sep. 30, 2022 | |
Stock Subscription Payable | |
STOCK SUBSCRIPTION PAYABLE | NOTE 11 - STOCK SUBSCRIPTION PAYABLE On December 31, 2021, after markets closed, a securities purchase agreement (the “Purchase Agreement”) was circulated to, and signatures were received from, certain institutional and accredited investors (the “December Investors”) in connection with the sale in a private placement by the Company of 2,229,950 3.24 For the nine months ended September 30, 2022 and for the year ended December 31, 2021, the Company had a stock subscription payable of $ 0 and $ 1,400,000 , respectively. On January 5, 2022, the Company received an additional $ 5,825,038 , resulting in the issuance of 2,229,950 shares of the Company’s common stock, eliminating the stock subscription payable as well as, the closing of the offering. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 12 - RELATED PARTY TRANSACTIONS As of September 30, 2022, total related party payments due as of September 30, 2022, and December 31, 2021, were $ 15,692 35,308 The Company’s UK subsidiary, GTC had an over-advance line of credit with HSBC, for working capital needs, which was not renewed by the Company on December 31, 2021. The over-advance limit was £ 25,000 33,834 1.353372 5.50 6.25 The Company employs three individuals who are related to Mr. Phipps. These three individuals earned gross wages totaling $ 99,965 107,042 On July 12, 2022, the Company hired Lauren Sturges Fernandez, the spouse of Mr. Fernandez, as Manager of Digital Assets. Mrs. Fernandez is an at-will employee with an annual salary of $ 95,000 Following the consummation of the Company’s investment in Progressive Care Inc. on September 2, 2022, our Chairman and Chief Executive Officer, Charles M. Fernandez, and our board member, Rodney Barreto, were appointed to Progressive Care’s Board of Directors, with Mr. Fernandez appointed to serve as Chairman of Progressive Care’s Board of Directors and Mr. Barreto appointed to serve as a Vice Chairman of Progressive Care’s Board of Directors. On November 11, 2022, the Progressive Care board of directors elected Mr. Fernandez as the Chief Executive Officer of Progressive Care. In addition, on September 2, 2022, NextPlat, Messrs. Fernandez and Barreto and certain other purchasers purchased from Iliad Research and Trading, L.P. (“Iliad”) a Secured Convertible Promissory Note, dated March 6, 2019, made by Progressive Care to Iliad (the “Note”). The accrued and unpaid principal and interest under the note at the time of the purchase was approximately $ 2.79 2.3 1 400,000 21,000,000 9,130,435 3,652,174 3,652,174 NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 13 - COMMITMENTS AND CONTINGENCIES COVID-19 The impact of the COVID-19 pandemic has rapidly evolved around the globe, causing disruption in the U.S. and global economies. Although the global economy continued reopening in early 2022 and robust economic activity has supported a continued recovery, certain geographies, most notably China, have experienced setbacks. The uncertainty surrounding the COVID-19 pandemic, including uncertainty regarding new variants of COVID-19 that have emerged and other factors have and may continue to contribute to significant volatility in the global markets. While vaccine availability and uptake has increased, the longer-term macro-economic effects on global supply chains, inflation, labor shortages and wage increases continue to impact many industries. COVID-19 and the current financial, economic and capital markets environment, and future developments in these and other areas present uncertainty and risk with respect to our performance, financial condition, and results of operations. The ultimate magnitude of COVID-19, including the full extent of the material negative impact on our financial and operational results, will depend on future developments. The resumption of our normal business operations may be delayed or constrained by lingering effects of COVID-19 on our customers, suppliers and/or third-party service providers. Furthermore, the extent to which our mitigation efforts are successful, if at all, is not currently ascertainable. Due to the daily evolution of the COVID-19 pandemic and the responses to curb its spread, we cannot predict the full impact of the COVID-19 pandemic on our business and results of operations, but our business, financial condition, results of operations and cash flows have already been materially adversely impacted, and we anticipate they will continue to be adversely affected by the COVID-19 pandemic and its negative effects on global economic conditions. Any recovery from the COVID-19 pandemic and related economic impact may also be slowed or reversed by a variety of factors, such as any increase in COVID-19 infections. Even after the COVID-19 pandemic has subsided, we may continue to experience adverse impacts to our business as a result of its national and, to some extent, global economic impact, including the current recession and any recession that may occur in the future. The success of our business depends on our global operations, including our supply chain and consumer demand, among other things. As a result of COVID-19, we have experienced shortages in inventory due to manufacturing issues, a reduction in the volume of sales in some parts of our business, such as rental sales and direct website sales, and a reduction in personnel due to lockdown related issues. Our results of operations for the nine months ended September 30, 2022 and for the years ended December 31, 2021 and December 31, 2020, reflect this impact; however, we expect that this trend may continue, and the full extent of the impact is unknown. In recent months, some governmental agencies in the US and Europe, where we produce the largest percentage of our sales, have lifted certain restrictions. However, if customer demand continues to be low, our future equipment sales, subscriber activations and sales margin will be impacted. Appointment of Director; Compensatory Arrangements of Director On September 13, 2022, the Board appointed Maria Cristina Fernandez as a new director to the Board. In addition, the Board approved a rotation in the membership of the Company’s audit committee, compensation committee and nominating committee. The membership of each such committee is now as follows: ● Audit Committee: Rodney Barreto (Committee Chair), Cristina Fernandez, and Lou Cusimano ● Compensation Committee: Hector Delgado (Committee Chair), Lou Cusimano, and John Miller ● Nominating Committee: Cristina Fernandez (Committee Chair), Lou Cusimano and Rodney Barreto In connection with Ms. Fernandez’s appointment to the Company’s Board of Directors, the Company entered into a Director Services Agreement with Ms. Fernandez on September 28, 2022. The agreement has a two 30,000 3,000 500 20,000 NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 13 - COMMITMENTS AND CONTINGENCIES (continued) Employment Agreements 2021 Phipps Employment Agreement On June 5, 2021, the Company entered into a three year employment agreement with Mr. Phipps that was effective as of June 2, 2021, (the “2021 Phipps Employment Agreement”). Under the terms of the 2021 Phipps Employment Agreement, Mr. Phipps serves as the President of the Company and Chief Executive Officer of Global Operations. The term will be automatically extended for additional one-year terms thereafter unless terminated by the Company or Mr. Phipps by written notice. Mr. Phipps’ annual base compensation under the 2021 Phipps Employment Agreement is an aggregate of $ 350,000 1,000 Fernandez Employment Agreements On May 23, 2021, the Company entered into a three (3) year Employment Agreement (the “May Agreement”) with Mr. Charles M. Fernandez to serve as Chairman of the Board. However, two weeks later on June 2, 2021, the Company entered into a new employment agreement (the “June Agreement”) with Mr. Fernandez, which superseded and replaced “the May Agreement.” The June Agreement has an initial term of 5 350,000 Mr. Fernandez is entitled to participate in such pension, profit sharing, group insurance, hospitalization, and group health and benefit plans and all other benefits and plans, including perquisites, if any, as the Company provides to its senior employees. The June Agreement may be terminated based on death or disability of Mr. Fernandez, for cause or without good reason, for cause or with good reason, as a result of the change of control of the Company and at the option of Mr. Fernandez with or without cause. The June Agreement also contains certain provisions that are customary for agreements of this nature, including, without limitation, non-competition and non-solicitation covenants, indemnification provisions, etc. NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 13 - COMMITMENTS AND CONTINGENCIES (continued) The Company will also reimburse Mr. Fernandez for any and all premium payments made by him to obtain and continue personal catastrophe and disability insurance coverages for himself, which policy will have policy limits not to exceed one hundred percent ( 100 10,000 10,000 In addition, the June Agreement (which repeats, but not duplicates, a grant of restricted stock made under the May Agreement), Mr. Fernandez received an award of restricted stock with a grant date fair value equal to $ 3,000,000 5 If Mr. Fernandez’s employment is terminated for any reason at any time by the Company prior to the full vesting of the RSA without “Cause” (as that term is defined in the June Agreement), the RSA will vest and Mr. Fernandez will receive all right, title and interest in the balance of the securities granted to him in the RSA. During the term of the June Agreement and so long as Mr. Fernandez is employed by the Company, he may nominate two directors to the Company’s Board of Directors. The appointment of these directors to the Board is subject to approval by the Board of Directors. On August 7, 2021, the June Agreement was amended in order to, among other things, increase Mr. Fernandez’s compensation by (i) providing for medical plan coverage for Mr. Fernandez and his family at the expense of the Company, and (ii) providing for an auto allowance $ 1,000 Ellenoff Employment Agreement On August 24, 2021, Douglas S. Ellenoff was appointed to the positions of Chief Business Development Strategist of the “Company” and Vice Chairman of the Board of Directors of the Company. The appointment was made on the approval and recommendation of the Nominating Committee of the Board. Mr. Ellenoff was not appointed to any committees of the Board. In connection with Mr. Ellenoff’s appointment to the position of Chief Business Development Strategist of the Company, Mr. Ellenoff and the Company entered into a three year Employment Agreement, dated August 24, 2021 (the “Ellenoff Agreement”). Mr. Ellenoff will be nominated and renominated to serve on the Board during the term of the agreement. Under the terms of the Ellenoff Agreement, Mr. Ellenoff will receive, in lieu of cash compensation: (i) a restricted stock award of 100,000 shares of Common Stock of the Company, 40,000 were issued within 5 business days of the execution of the Ellenoff Employment Agreement and vest immediately, and the remaining 60,000 of which will be issued and vest at the rate of 20,000 shares at the end of each of the next three annual anniversaries of his employment, provided that Mr. Ellenoff serves on the Board at any time during such year; and (ii) options to purchase a total of 1,500,000 shares of the Company’s Common Stock, 300,000 of which were within 5 business days of the execution of the Ellenoff Employment Agreement and vested immediately, 150,000 of which will vest on each of the next three annual anniversaries of the commencement of his employment, and the remaining 750,000 of which will vest at the rate of 250,000 per year on each of the first three anniversaries of the commencement of his employment if during each such year Mr. Ellenoff introduces the Company to twelve (12) or more potential Business Transactions (as defined in the Ellenoff Agreement and which transactions need not be consummated); provided that the Company’s Chief Executive Officer may, in his sole discretion, waive the vesting requirement in any given year 5.35 5 NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 13 - COMMITMENTS AND CONTINGENCIES (continued) Carlise Employment Agreement On June 22, 2021, the Company appointed Theresa Carlise as Controller, Treasurer and Secretary. In connection with Ms. Carlise’s appointment, Ms. Carlise and the Company entered into an employment agreement (the “Carlise Agreement”) with an initial term of one year The term of the Carlise Agreement will be automatically extended for additional one-year terms unless terminated by the Company or Ms. Carlise by written notice. Ms. Carlise’s annual base compensation is $ 180,000 1 3 Thomson Employment Agreement On August 24, 2021, Paul R. Thomson was appointed to the position of Executive Vice President of the Company. Mr. Thomson’s appointment as Executive Vice President was effective on August 24, 2021, the date of that certain Employment Agreement between Mr. Thomson and the Company (the “Thomson Agreement”). The Thomson Agreement has an initial term of three ( 3 250,000 In connection with Mr. Thomson’s employment, and as a material inducement to enter into the Thomson Agreements, Mr. Thomson received (i) immediately vested options to purchase 25,000 shares of Common Stock at a per share price of $5.35, and having a term of 5 years; and (ii) a restricted stock grant of 25,000 shares of Common Stock, 10,000 of which vest immediately, and the remaining 15,000 of which will vest at the rate of 5,000 shares at the end of each of the next three annual anniversaries of his employment. These equity awards to Mr. Thomson were issued outside of a shareholder approved stock or option plan pursuant to the Nasdaq “inducement grant” exception (Nasdaq Listing Rule 5635(c)(4)). On October 7, 2021, the Board of Directors of the Company (the “Board”) appointed Paul R. Thomson, the Executive Vice President of the Company, to the additional position of Chief Financial Officer of the Company effective October 9, 2021. As Chief Financial Officer, Mr. Thomson became the Company’s principal financial officer, effective October 9, 2021. On October 8, 2021, on the approval and recommendation of the Compensation Committee of the Board (the “Compensation Committee”), and following subsequent approval of the Board, the Company entered into an amendment to the Company’s current employment agreement with Mr. Thomson to reflect his new title of “Executive Vice President and Chief Financial Officer” effective October 9, 2021 (the “Thomson Amendment”). NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 13 - COMMITMENTS AND CONTINGENCIES (continued) Cohen Employment Agreement On October 7, 2021, the Board appointed Andrew Cohen as Senior Vice President of Operations of the Company, effective October 8, 2021. In connection with Mr. Cohen’s appointment, the Company entered into an employment agreement, dated October 8, 2021 (the “Cohen Agreement”), that sets forth the terms of his employment. The Cohen Agreement has an initial term of three ( 3 250,000 In connection with Mr. Cohen’s employment, and as a material inducement to enter into the Cohen Agreement, Mr. Cohen received (i) immediately vested options to purchase 25,000 shares of Common Stock at a per share price of $5.35, and having a term of 5 years; and (ii) a restricted stock grant of 25,000 shares of Common Stock, 10,000 of which vest immediately, and the remaining 15,000 of which will vest at the rate of 5,000 shares at the end of each of the next three annual anniversaries of his employment. These equity awards to Mr. Cohen were issued outside of a shareholder approved stock or option plan pursuant to the Nasdaq “inducement grant” exception (Nasdaq Listing Rule 5635(c)(4)). On May 2, 2022, the Company amended the Cohen Agreement, “Amendment No.1 Cohen”, as follows: Section 4(a) of the Agreement shall be deleted and replaced to read as follows; the Corporation shall pay the Employee as compensation for his services hereunder, in monthly installments during the Term, the sum of $ 125,000 Base Salary In addition, Section 6(c) of the Agreement shall be deleted and replaced to read as follows: upon termination of the Employee’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term, or any then applicable extension of the Term, and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment equal to $75,000, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefits Plans extended from time to time by the Corporation to its senior Employees; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of Employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause.” On July 12, 2022, the Company entered into a mutual release and separation agreement with Mr. Cohen in regard to his employment with the Company and accepted his resignation as of July 29, 2022. Per the terms of the agreement Mr. Cohen was entitled to $75,000 severance and the remaining 15,000 76,950 Lease Agreements On December 2, 2021, the Company entered a 62-month lease for its corporate headquarters for 4,141 186,345 3 Effective July 24, 2019, a three-year lease was signed for 2,660 25,536 2,128 2,765 1.299279 2,500 3,146 1.25838 The leases do not require any contingent rental payments, impose any financial restrictions, or contain any residual value guarantees. Variable expenses generally represent the Company’s share of the landlord’s operating expenses. The Company does not have any leases classified as financing leases. Future minimum lease payments under these leases are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS Years Ending December 31, Minimum Lease Payment 2022 $ 42,424 2023 180,815 2024 194,814 2025 200,659 2026 206,679 2027 122,869 Total undiscounted future non-cancelable minimum lease payments 948,260 Less: Imputed interest (84,965 ) Present value of lease liabilities $ 863,294 Weighted average remaining term 4.92 Amortization expenses for the nine months ended September 30, 2022, and 2021 were $ 58,284 24,948 NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 13 - COMMITMENTS AND CONTINGENCIES (continued) At September 30, 2022, the Company had current and long-term operating lease liabilities of $ 863,294 865,115 Net rent expense for the nine months ended September 30, 2022 and 2021 were $ 70,717 36,055 Litigation On June 22, 2021, Thomas Seifert’s employment as the Company’s Chief Financial Officer was terminated for cause. Mr. Seifert asserts that the termination was not for cause and that he is owed compensation payable under his June 2, 2021 employment agreement. The Company’s position is that Mr. Seifert is not owed any additional compensation relating to his prior service with the Company or arising under any employment agreement. The Company and Mr. Seifert are currently engaged in litigation over the matter of his employment and termination. The Company believes it has adequate defenses to Mr. Seifert’s claims and has asserted affirmative claims for relief against Mr. Seifert including, but not limited to, breach of the employment agreement, breach of the fiduciary, fraud in the inducement in connection with the employment agreement, fraudulent misrepresentation, and constructive fraud. The Company does not expect to seek substantial monetary relief in the litigation. This dispute is pending before the District Court for the Southern District of Florida under Case No. 1:21-cv-22436-DPG. On June 24, 2021, Seifert submitted an online whistleblower complaint to the Occupational Safety and Health Administration (OSHA) alleging that NextPlat engaged in retaliatory employment practices in violation of the Sarbanes-Oxley Act. NextPlat responded by moving to dismiss Seifert’s complaint, citing Seifert’s failure to make a prima facie From time to time, the Company may become involved in litigation relating to claims arising out of our operations in the normal course of business. The Company is not currently involved in any pending legal proceeding or litigation, and to the best of our knowledge, no governmental authority is contemplating any proceeding to which the Company is a party or to which any of the Company’s properties is subject, which would reasonably be likely to have a material adverse effect on the Company’s business, financial condition and operating results. |
CONCENTRATIONS
CONCENTRATIONS | 9 Months Ended |
Sep. 30, 2022 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | NOTE 14 - CONCENTRATIONS Customers: Amazon accounted for 52.3 64.0 59.2 64.8 10 NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 14 – CONCENTRATIONS (continued) Suppliers: The following table sets forth information as to each supplier that accounted for 10% or more of the Company’s purchases for the nine months ended September 30, 2022 and 2021. SCHEDULE OF CONCENTRATION RISK September 30, 2022 September 30, 2021 Satcom Global $ 523,688 8.6 % $ 824,339 18.0 % Globalstar Europe $ 396,222 6.5 % $ 508,359 11.1 % Garmin $ 1,168,532 19.2 % $ 728,797 16.0 % Network Innovations $ 718,597 11.8 % $ 465,417 10.2 % Cygnus Telecom $ 1,213,163 19.9 % $ 554,998 12.2 % The following table sets forth information as to each supplier that accounted for 10% or more of the Company’s purchases for the three months ended September 30, 2022 and 2021. September 30, 2022 September 30, 2021 Satcom Global $ 131,239 8.0 % $ 303,944 19.9 % Globalstar Europe $ 109,409 6.7 % $ 215,289 14.1 % Garmin $ 281,028 17.1 % $ 241,230 15.8 % Network Innovations $ 252,238 15.4 % $ 191,658 12.5 % Cygnus Telecom $ 181,192 11.0 % $ 165,889 10.8 % Geographic The following table sets forth revenue as to each geographic location, for the nine months ended September 30, 2022 and 2021: SCHEDULE OF REVENUE FROM EACH GEOGRAPHIC LOCATION September 30, 2022 September 30, 2021 Europe $ 7,019,811 77.3 % 3,867,862 68.2 % North America 1,342,636 14.8 % 1,243,754 21.9 % South America 32,578 0.4 % 28,909 0.5 % Asia & Pacific 592,847 6.5 % 472,841 8.3 % Africa 92,211 1.0 % 54,600 1.0 % Revenue $ 9,080,083 5,667,966 The following table sets forth revenue as to each geographic location, for the three months ended September 30, 2022 and 2021: September 30, 2022 September 30, 2021 Europe $ 1,954,967 74.3 % $ 1,469,172 65.3 % North America 442,678 16.8 % 571,603 25.4 % South America 10,273 0.4 % 13,035 0.6 % Asia & Pacific 195,307 7.4 % 182,001 8.1 % Africa 27,601 1.0 % 14,467 0.6 % Revenue $ 2,630,826 $ 2,250,278 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 15 - SUBSEQUENT EVENTS On October 1, 2022, the Company entered into a Stock Option Agreement with Ms. Maria Cristina Fernandez granting Ms. Fernandez options to purchase 20,000 On October 6, 2022, the UK lease was renewed for our facility in Poole, United Kingdom, effective November 1, 2022 to October 31, 2023, for £ 2,500 3,146 On November 7, 2022, in connection with election of Mr. Robert Bedwell as the Chief Compliance Officer of the Company, the Company entered into an employment agreement with Mr. Bedwell. Pursuant to this agreement, Mr. Bedwell will receive an annual base salary of $ 125,000 50,000 25,000 10,000 15,000 On November 14, 2022, in connection with the transition of Mr. Paul Thomson from Executive Vice President and Chief Financial Officer of the Company to his new role as Senior Vice President of Mergers, Acquisitions and Special Projects, the Company entered into a new employment agreement with Mr. Thomson. This new agreement has an initial term of one year and may be extended by our CEO for additional terms of one year each. Under this agreement, Mr. Thomson will be paid an annual base salary of $ 150,000 On November 14, 2022, in connection with the election of Ms. Cecile Munnik as Chief Financial Officer of the Company, the Company entered into an employment agreement with Ms. Munnik. Pursuant to the agreement, until June 30, 2023, Ms. Munnik will devote 30% of her business time to the Company and will devote the remaining 70% to Progressive Care. Starting on July 1, 2023, Ms. Munnik will devote all of her full business time and effort to the performance of her duties as the Chief Financial Officer of the Company. Ms. Munnik will receive an annual base salary of $ 67,500 225,000 50,000 25,000 10,000 15,000 |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). The consolidated financial statements of the Company include the Company and its wholly-owned subsidiaries, Orbital Satcom Corp, Global Telesat Communications Ltd and NextPlat B.V. All material intercompany balances and transactions have been eliminated in consolidation. . |
Description of Business | Description of Business Overview Leveraging the e-commerce experience of the Company’s management team and the Company’s existing e-commerce platforms, the Company has embarked upon the rollout of a state-of-the-art e-commerce platform to collaborate with businesses to optimize their ability to sell their goods online, domestically, and internationally, and enabling customers and partners to optimize their e-commerce presence and revenue, which we expect will become the focus of the Company’s business in the future. Historically, the business of NextPlat has been, the provision of a comprehensive array of Satellite Industry communication services, and related equipment sales. As detailed in Online Storefronts and E-Commerce Platforms below, the Company operates two main e-commerce websites as well as 25 third-party e-commerce storefronts such as Alibaba, Amazon and Walmart. These e-commerce venues form an effective global network serving thousands of consumers, enterprises, and governments. NextPlat has announced its intention to broaden its e-commerce platform and is implementing comprehensive systems upgrade to support this initiative. The Company has also begun the design and development of a next generation platform for digital assets built for Web3 (an internet service built using decentralized blockchains). This new platform (“NextPlat Digital”) is currently in the design and development phase and will enable the use of a range of digital assets, such as non-fungible tokens (“NFTs”), in e-commerce and in community-building activities. Online Storefronts and E-Commerce Platforms We operate two e-commerce websites offering a range of MSS products and solutions through our subsidiaries, Orbital Satcom, which targets customers in North and South America, and GTC which targets customers in the UK, EU, Middle East, Asia and rest of the world. These websites produce sales and attract enquiries from customers and potential customers from all around the world. Over the long term, we plan to develop additional country-specific websites to target customers in South America, Asia and Europe where we anticipate there will be substantial further demand for our products. In addition to our two main e-commerce websites, we make portable satellite voice, data and tracking solutions easier to find and buy online through our various third-party e-commerce storefronts such as Alibaba, Amazon and Walmart. We currently operate 25 storefronts across various countries in 5 continents. We have invested in personnel to translate our listings correctly in the different countries we are represented in and intend to regularly improve and increase our listings on all e-commerce sites. We currently have more than 9,000 product listings on all third-party sites and invest significantly in inventory to hold at Amazon’s various fulfillment centers around the world to ensure that orders are shipped to customers as quickly as possible. The products include handheld satellite phones, personal and asset tracking devices, portable high-speed broadband terminals, and satellite Wi-Fi hotspots. Our Amazon Marketplaces represented approximately 52.3 % and 64.0 % of the Company’s revenues during the nine months ended September 30, 2022 and 2021, respectively. For the years ended December 31, 2021 and 2020, Amazon online marketplaces represented approximately 63.6 % and 73.3 % of total sales, respectively. We anticipate that these marketplaces will continue to represent a significant portion of our sales for the foreseeable future. Our e-commerce storefronts enable us to attract a significantly diversified level of sales from all over the world, ensuring we are not overly reliant on any single market or sector for our sales revenue. Furthermore, many products we sell require subscription-based services which allow us to increase our recurring revenue airtime sales. NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Communications Services Through our Global Telesat Communications Ltd and Orbital Satcom Corp business units, we provide Mobile Satellite Services (“MSS”) solutions to fulfill the growing global demand for satellite-enabled voice, data, personnel and asset tracking, Machine-to-Machine (M2M) and Internet of Things (IoT) connectivity services. We provide these solutions for businesses, governments, military, humanitarian organizations, and individual users, enabling them to communicate, connect to the internet, track and monitor remote assets and lone workers, or request SOS assistance via satellite from almost anywhere in the world, even in the most remote and hostile of environments. We provide voice, data communications, IoT and M2M services via Geostationary and Low Earth Orbit (“LEO”) satellite constellations and offer reliable connectivity in areas where terrestrial wireless or wireline networks do not exist or are limited, including remote land areas, open ocean, airways, the polar regions and regions where terrestrial networks are not operational, for example due to political conflicts and natural or man-made disasters. We have expertise and long-term experience in providing tracking and monitoring services via satellite, specifically through the Globalstar Low Earth Orbit satellite network. We own unique network infrastructure devices, known as appliqués, which are located in various Globalstar ground stations around the world and provide the signal receipt and processing technology that enables and powers the Globalstar simplex data service. Our ownership of these appliqués provides us with competitive access to the global simplex data service which addresses the market demand for a small and cost-effective solution for sending data, such as geographic coordinates, from assets or individuals in remote locations to a central monitoring station and is used in numerous applications such as tracking vehicles, asset shipments, livestock, and monitoring unattended remote assets. In addition, we also provide tracking and monitoring solutions using Automatic Identification System (AIS), 2G-5G, Push-to-Talk and two-way radio technology. We generate revenue from both the provision of services and the sale of equipment. Higher margin recurring service revenue from the sale of monthly, annual, and prepaid airtime or messaging plans has historically represented an increasing proportion of our revenue, and we expect that trend to continue as we introduce new products requiring associated airtime or messaging plans. We provide our products and services directly to end users and reseller networks located both in the United States and internationally through our subsidiaries, U.S. based Orbital Satcom Corp (“Orbital Satcom”) and U.K. based Global Telesat Communications Limited (“GTC”). We have a physical presence in the United States and the United Kingdom, as well as an ecommerce storefront presence in 16 countries across 5 continents. We have a diverse geographical customer base having provided solutions to more than 50,000 customers located in more than 165 countries across most every continent in the world. MSS Products Our MSS products rely on satellite networks for voice, data and tracking connectivity and thus are not reliant on cell towers or other local infrastructure. As a result, our MSS solutions are suitable for recreational travelers and adventurers, government and military users, and corporations and individuals wishing to communicate or connect to the internet from remote locations, or in the event of an emergency such as a power outage, following a hurricane or other natural disaster during which regular cell phone, telephone and internet service may not be available. Our satellite communications products enable users to make voice calls, send and receive text messages and emails, and transmit GPS location coordinates from virtually anywhere on the planet, no matter how remote the location and regardless of the availability of local communication infrastructure. Our range of satellite data products allow users around the world to connect to the internet, stream live video, and communicate via voice and data applications. NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS We are a provider of GPS enabled emergency locator distress beacons that can save lives, on land and at sea. Our distress beacons enable essential communication between our customers and search and rescue organizations during emergency situations and pinpoint locational information to Search and Rescue services, essential during an emergency. We provide a wide range of satellite tracking devices used to monitor the location, movements, and history of almost anything that moves. We specialize in offering satellite tracking services through the Globalstar satellite network and have supplied tens of thousands of tracking devices which are used around the world to locate lone workers, track shipping containers, livestock, vehicles, and vessels along with many other types of assets. The first product launched by the Company, SolarTrack, is a compact, lightweight, IoT tracking device powered by the sun and operating on one of the most modern satellite networks in the world. It is designed for tracking and monitoring anything that moves, or any remote asset used outdoors, almost anywhere in the world and we anticipate strong demand from customers looking for a low cost, low maintenance tracking device to monitor remote assets. Mapping and Tracking Portal Our advanced subscription-based mapping and tracking portal, GTCTrack, is available for use by registered customers who pay a monthly fee to access it. This mapping portal provides a universal and hardware-agnostic, cloud-based data visualization and management platform that allows managers to track, command, and control assets in near-real-time. Asset location reports including position, speed, altitude, heading and past location and movement history reports for a wide range of tracking devices and other products sold by us are available through GTCTrack. Organizational History The Company was originally incorporated in 1997 in Florida. On April 21, 2010, the Company merged with and into a wholly-owned subsidiary for the purpose of changing its state of incorporation to Delaware, effecting a 2:1 forward split Global Telesat Communications Limited (“GTC”) was formed under the laws of England and Wales in 2008. On February 19, 2015, we entered into a share exchange agreement with GTC and all of the holders of the outstanding equity of GTC pursuant to which GTC became a wholly owned subsidiary of ours. On March 28, 2014, we merged with a newly-formed wholly-owned subsidiary of ours solely for the purpose of changing our state of incorporation to Nevada from Delaware, effecting a 1:150 A wholly owned subsidiary, Orbital Satcom Corp. (“Orbital Satcom”), a Nevada corporation was formed on November 14, 2014. On January 22, 2015, we changed our name to “Orbital Tracking Corp” from “Great West Resources, Inc.” pursuant to a merger with a newly formed wholly owned subsidiary. Effective March 8, 2018, following the approval of a majority of our shareholders, we effected a reverse split of our common stock at a ratio of 1 for 150 reverse split of our common stock at a ratio of 1 for 15 Also, on August 19, 2019, we changed our name to “Orbsat Corp” from “Orbital Tracking Corp.” pursuant to a merger with a newly formed wholly owned subsidiary. NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS On March 24, 2021, the Company’s shareholders via majority shareholder consent authorized a stock split not to exceed 1 for 5 reverse stock split. A definitive Information Statement relating to the shareholder consent was filed with the SEC on March 13, 2021. The Company’s Board of Directors subsequently approved a 1-for-5 reverse stock split. The Company filed a Certificate of Change to its Amended and Restated Articles of Incorporation to effect a reverse stock split of its issued and outstanding common stock, at a ratio of 1-for-5 On January 18, 2022, the Company filed a Certificate of Amendment of the Amended and Restated Articles of Incorporation of the Company with the Secretary of State of the State of Nevada in order to change the Company’s corporate name from Orbsat Corp to NextPlat Corp. This name change was effective as of January 21, 2022. The name change was approved by the Company’s stockholders at the 2021 annual meeting of stockholders held on December 16, 2021. On June 22, 2022, the Company formed NextPlat B.V., a Netherlands limited liability company, as a wholly-owned subsidiary. At present, NextPlat B.V., has no active operations. On September 2, 2022, the Company closed a transaction with Progressive Care Inc. (OTCQB: RXMD) (“Progressive Care”), pursuant to which we purchased 3,000 2,000 6 Each share of Series B Preferred Stock votes as a class with the common stock of Progressive Care, and has 100,000 100,000 2,000 Following the consummation of the Unit Purchase, our Chairman and Chief Executive Officer, Charles M. Fernandez, and our board member, Rodney Barreto, were appointed to Progressive Care’s Board of Directors, with Mr. Fernandez appointed to serve as Chairman of Progressive Care’s Board of Directors and Mr. Barreto appointed to serve as a Vice Chairman of Progressive Care’s Board of Directors. On November 11, 2022, the Progressive Care board of directors elected Mr. Fernandez to serve as the Chief Executive Officer of Progressive Care. In addition, on September 2, 2022, NextPlat, Charles Fernandez, Rodney Barreto and certain other purchasers purchased from Iliad Research and Trading, L.P. (“Iliad”) a Secured Convertible Promissory Note, dated March 6, 2019, made by Progressive Care to Iliad (the “Note”). The accrued and unpaid principal and interest under the note at the time of the purchase was approximately $ 2.79 2.3 1 400,000 In connection with the Note Purchase, NextPlat, Messrs. Fernandez and Barreto and the other purchasers of the Note entered into a Debt Modification Agreement with Progressive Care. Pursuant to the Debt Modification Agreement, the interest rate under the Note was reduced from 10 5 0.02 21,000,000 9,130,435 3,652,174 3,652,174 All information presented in this Quarterly Report on Form 10-Q other than in Company’s consolidated financial statements and the notes thereto assumes a 1-for-5 reverse stock split NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
Use of Estimates | Use of Estimates In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition, and revenues and expenses for the years then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to, the assumptions used to calculate stock-based compensation, derivative liabilities and common stock issued for services. |
Reclassification | Reclassification Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with a high credit quality financial institution. The Company’s account at this institution is insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 250,000 11,884,437 |
Accounts receivable and allowance for doubtful accounts | Accounts receivable and allowance for doubtful accounts The Company has a policy of reserving for questionable accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable. The Company periodically reviews its accounts receivable to determine whether an allowance is necessary based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt. Account balances deemed to be uncollectible are offset against sales and relieved from accounts receivable, after all means of collection have been exhausted and the potential for recovery is considered remote. As of September 30, 2022, and December 31, 2021, there were no allowances for doubtful accounts. NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
Inventories | Inventories Inventories are valued at the lower of cost or net realizable value, using the first-in first-out cost method. The Company assesses the valuation of its inventories and reduces the carrying value of those inventories that are obsolete or in excess of the Company’s forecasted usage to their estimated net realizable value. The Company estimates the net realizable value of such inventories based on analysis and assumptions including, but not limited to, historical usage, expected future demand and market requirements. A change to the carrying value of inventories is recorded to cost of goods sold. |
Prepaid expenses | Prepaid expenses Prepaid expenses amounted to $ 109,765 146,935 |
Investments | Investments The Company applies the equity method of accounting to investments when it has significant influence, but not controlling interest, in the investee. Judgment regarding the level of influence over each equity method investment includes considering key factors such as ownership interest, representation on the board of directors, participation in policy-making decisions and material intercompany transactions. The carrying value of our equity method investment is reported as “equity method investment” on the condensed consolidated balance sheets. The Company’s equity method investment is reported at cost and adjusted each period for the Company’s share of the investee’s income or loss and dividend paid, if any. The Company’s proportionate share of the net loss resulting from these investments is reported under the line item captioned “equity in net loss of affiliate” in the condensed consolidated statements of operations and comprehensive loss. Note 7 contains additional information on the equity method investment. The Company assesses investments for impairment whenever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable. Management reviewed the underlying net assets of the investees as of September 30, 2022 and determined that the Company’s proportionate economic interest in the investees indicate that the investments were not impaired. |
Foreign Currency Translation | Foreign Currency Translation The Company’s reporting currency is U.S. Dollars. The accounts of one of the Company’s subsidiaries, GTCL, is maintained using the appropriate local currency, Great British Pound, as the functional currency. All assets and liabilities are translated into U.S. Dollars at balance sheet date, shareholders’ equity is translated at historical rates and revenue and expense accounts are translated at the average exchange rate for the year or the reporting period. The translation adjustments are reported as a separate component of stockholders’ equity, captioned as accumulated other comprehensive (loss) gain. Transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the statements of operations. The relevant translation rates are as follows: for the three and nine months ended September 30, 2022, closing rate at 1.1150 1.176596 1.258384444 1.342642 1.3784972 1.3853499 1.353372 1.375083 |
Revenue Recognition and Unearned Revenue | Revenue Recognition and Unearned Revenue The Company recognizes revenue from satellite services when earned, as services are rendered or delivered to customers. Equipment sales revenue is recognized when the equipment is delivered to and accepted by the customer. Only equipment sales are subject to warranty. Historically, the Company has not incurred significant expenses for warranties. Equipment sales which have been prepaid, before the goods are shipped are recorded as contract liabilities and once shipped is recognized as revenue. The Company also records as contract liabilities, certain annual plans for airtime, which are paid in advance. Once airtime services are incurred, they are recognized as revenue. Unbilled revenue is recognized for airtime plans whereby the customer is invoiced for its data usage the following month after services are incurred. The Company’s customers generally purchase a combination of our products and services as part of a multiple element arrangement. The Company’s assessment of which revenue recognition guidance is appropriate to account for each element in an arrangement can involve significant judgment. This assessment has a significant impact on the amount and timing of revenue recognition. NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which we expect to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy a performance obligation. The five-step model is applied to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services transferred to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, we assess the goods or services promised within each contract and determine those that are performance obligations and assess whether each promised good or service is distinct. We then recognize revenue in the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. In accordance with ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedient Contract liabilities is shown separately in the unaudited condensed consolidated balance sheets as current liabilities. At September 30, 2022 and December 31, 2021, we had contract liabilities of approximately $ 35,009 36,765 |
Cost of Product Sales and Services | Cost of Product Sales and Services Cost of sales consists primarily of materials, airtime and overhead costs incurred internally and amounts incurred to contract manufacturers to produce our products, airtime and other implementation costs incurred to install our products and train customer personnel, and customer service and third-party original equipment manufacturer costs to provide continuing support to our customers. There are certain costs which are deferred and recorded as prepaids, until such revenue is recognized. Refer to revenue recognition above as to what constitutes deferred revenue. Shipping and handling costs are included as a component of costs of product sales in the Company’s consolidated statements of operations because the Company includes in revenue the related costs that the Company bills its customers. |
Intangible assets | Intangible assets Intangible assets include customer contracts purchased and recorded based on the cost to acquire them. These assets are amortized over 10 NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
Property and equipment | Property and equipment Property and equipment are carried at historical cost less accumulated depreciation. Depreciation is based on the estimated service lives of the depreciable assets and is calculated using the straight-line method. Expenditures that increase the value or productive capacity of assets are capitalized. Fully depreciated assets are retained in the property and equipment, and accumulated depreciation accounts until they are removed from service. When property and equipment are retired, sold or otherwise disposed of, the asset’s carrying amount and related accumulated depreciation are removed from the accounts and any gain or loss is included in operations. Repairs and maintenance are expensed as incurred. Leasehold improvements have an estimated service life of the term of the respective lease. The estimated useful lives of property and equipment are generally as follows: SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT Years Office furniture and fixtures 4 Computer equipment 4 Rental equipment 4 Leasehold improvements 5 Appliques 10 Website development 2 |
Impairment of long-lived assets | Impairment of long-lived assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company did not consider it necessary to record any impairment charges during the periods ended September 30, 2022 and September 30, 2021, respectively. |
Accounting for Derivative Instruments | Accounting for Derivative Instruments Derivatives are required to be recorded on the balance sheet at fair value. These derivatives, including embedded derivatives in the Company’s structured borrowings, are separately valued and accounted for on the Company’s balance sheet. Fair values for exchange traded securities and derivatives are based on quoted market prices. Where market prices are not readily available, fair values are determined using market-based pricing models incorporating readily observable market data and requiring judgment and estimates. The Company did not identify any assets or liabilities that are required to be presented on the consolidated balance sheets at fair value in accordance with the accounting guidance. The carrying amounts reported in the balance sheet for cash, accounts payable, and accrued expenses approximate their estimated fair market value based on the short-term maturity of the instruments. NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
Stock Based Compensation | Stock Based Compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. The Company records stock-based payments made to non-employees in accordance with Accounting Standards Update (“ASU”) 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, |
Income Taxes | Income Taxes The Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” (“ASC 740-10”) which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach require the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Positions. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more likely than not recognition threshold is measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority The Company believes its tax positions are all more likely than not to be upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. The Company has adopted ASC 740-10-25, “Definition of Settlement,” which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they are filed. |
Leases | Leases Effective January 1, 2019, the Company accounts for its leases under ASC 842, Leases In calculating the right of use asset and lease liability, the Company has elected to combine lease and non-lease components. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election and recognizes rent expense on a straight-line basis over the lease term. At September 30, 2022 and December 31, 2021, the Company had aggregated current and long-term operating lease liabilities of $ 863,294 and $ 19,763 , respectively, and right of use assets of $ 865,115 and $ 22,643 , respectively. The Company continues to account for leases in the prior period financial statements under ASC Topic 840. NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) |
Research and Development | Research and Development The Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. For the nine months ended September 30, 2022 and the September 30, 2021, there were no expenditures on research and development. |
Earnings per Common Share | Earnings per Common Share Net income (loss) per common share is calculated in accordance with ASC Topic 260: Earnings per Share (“ASC 260”). Basic income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The computation of diluted net loss per share does not include dilutive common stock equivalents in the weighted average shares outstanding as they would be anti-dilutive. In periods where the Company has a net loss, all dilutive securities are excluded. The following are dilutive common stock equivalents during the year ended: SCHEDULE OF DILUTIVE COMMON STOCK EQUIVALENTS September 30, 2022 September 30, 2021 Stock Options 1,149,701 854,892 Stock Warrants 2,530,092 2,530,092 Total 3,679,793 3,384,984 |
Related Party Transactions | Related Party Transactions A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party, (see Note 12). |
Recent Accounting Pronouncements | Recent Accounting Pronouncements NEXTPLAT CORP AND SUBSIDIARIES FKA: ORBSAT CORP NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Accounting Pronouncements Recently Adopted In May 2021, the FASB issued ASU 2021-04, Earnings Per Share In October 2021, the FASB issued guidance which requires companies to apply Topic 606, Revenue from Contracts with Customers, to recognize and measure contract assets and contract liabilities from contracts with customers acquired in a business combination. Public entities must adopt the new guidance for fiscal years beginning after December 15, 2022 and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact and timing of adoption of this guidance. Any new accounting standards, not disclosed above, that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT | The estimated useful lives of property and equipment are generally as follows: SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT Years Office furniture and fixtures 4 Computer equipment 4 Rental equipment 4 Leasehold improvements 5 Appliques 10 Website development 2 |
SCHEDULE OF DILUTIVE COMMON STOCK EQUIVALENTS | The following are dilutive common stock equivalents during the year ended: SCHEDULE OF DILUTIVE COMMON STOCK EQUIVALENTS September 30, 2022 September 30, 2021 Stock Options 1,149,701 854,892 Stock Warrants 2,530,092 2,530,092 Total 3,679,793 3,384,984 |
INVENTORY (Tables)
INVENTORY (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORIES | At September 30, 2022 and December 31, 2021, inventories consisted of the following: SCHEDULE OF INVENTORIES September 30, 2022 December 31, 2021 Finished goods $ 1,138,290 $ 1,019,696 Less reserve for obsolete inventory - - Total $ 1,138,290 $ 1,019,696 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | At September 30, 2022 and December 31, 2021, property and equipment, net of fully depreciated assets, consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT September 30, 2022 December 31, 2021 Office furniture and fixtures $ 94,644 $ 16,969 Computer equipment 72,374 67,458 Rental equipment 43,909 53,296 Leasehold improvements 39,693 - Appliques 2,160,096 2,160,096 Website development 578,343 247,541 Less accumulated depreciation (1,802,960 ) (1,502,501 ) Total $ 1,186,099 $ 1,042,859 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS | SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS 2022 $ 6,250 2023 25,000 2024 25,000 Total $ 56,250 |
EQUITY METHOD INVESTMENT IN P_2
EQUITY METHOD INVESTMENT IN PROGRESSIVE CARE, INC. AND SUBSIDIARIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
SCHEDULE OF DESCRIPTION EQUITY METHOD INVESTMENT | The following summarizes the Company’s condensed consolidated balance sheet description equity method investment as follows: SCHEDULE OF DESCRIPTION EQUITY METHOD INVESTMENT Carrying Amount August 30, 2022, beginning balance $ 7,000,000 Portion of income from Progressive Care, Inc. and Subsidiaries (3,453,172 ) Depreciation expense due to cost basis difference (1) (8,258 ) Interest earned from convertible note receivable 5,056 Interest earned from amortization of premium on convertible note receivable 3,621 Elimination of intercompany interest earned (1,683 ) September 30, 2022, carrying amount 3,545,564 Equity method investment – short term (5,056 ) Equity method investment – long term $ 3,540,508 The following summarizes the Company’s condensed consolidated statements of operations and comprehensive loss description equity in net loss of affiliate for the three and nine months ended September 30, 2022 as follows: For the Three and Nine Months Ended September 30, 2022 Equity in net loss of affiliate $ (3,453,172 ) Depreciation expense due to cost basis difference (1) (8,258 ) Interest earned from convertible note receivable 5,056 Interest earned from amortization of premium on convertible note receivable 3,621 Elimination of intercompany interest earned (1,683 ) Equity in net loss of affiliate $ (3,454,436 ) (1) NextPlat records depreciation expense on its estimated cost basis difference which is subject to change |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED OTHER LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED OTHER LIABILITIES | Accounts payable and accrued other liabilities consisted of the following: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED OTHER LIABILITIES September 30, 2022 December 31, 2021 Accounts payable $ 867,458 $ 846,380 Rental deposits 4,181 2,030 Customer deposits payable 58,182 59,733 Accrued wages & payroll liabilities 22,930 20,107 VAT liability & sales tax payable 30,644 6,203 Pre-merger accrued other liabilities 88,448 88,448 Accrued interest 314 138 Accrued other liabilities 14,887 40,305 Total $ 1,087,044 $ 1,063,344 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
SCHEDULE OF OUTSTANDING STOCK WARRANTS ACTIVITIES | A summary of the status of the Company’s total outstanding warrants and changes during the year ended December 31, 2021 and the nine months ended September 30, 2022 is as follows: SCHEDULE OF OUTSTANDING STOCK WARRANTS ACTIVITIES Number of Warrants Weighted Average Price Weighted Average Remaining Contractual Life (Years) Balance at January 1, 2021 800 $ 300.00 1.37 Granted 3,456,000 5.00 - Exercised (925,908 ) 5.00 - Forfeited - - - Cancelled (800 ) 300.00 - Balance outstanding and exercisable at December 31, 2021 2,530,092 $ 5.00 4.42 Balance at January 1, 2022 2,530,092 $ 5.00 4.42 Granted - - - Exercised - - - Forfeited - - - Cancelled - - - Balance outstanding and exercisable at September 30, 2022 2,530,092 $ 5.00 3.67 |
SCHEDULE OF OUTSTANDING STOCK OPTIONS ACTIVITIES | A summary of the status of the Company’s outstanding stock options and changes during the nine months ended September 30, 2022 is as follows: SCHEDULE OF OUTSTANDING STOCK OPTIONS ACTIVITIES Number of Weighted Exercise Weighted Balance at January 1, 2021 600,009 $ 2.35 9.91 Granted 400,000 - - Exercised (19,200 ) - - Forfeited (917 ) - - Cancelled (50,000 ) - - Balance outstanding and exercisable at December 31, 2021 929,892 $ 3.53 7.36 Balance at January 1, 2022 929,892 $ 3.53 7.36 Granted 220,000 - - Exercised - - - Forfeited (191 ) - - Cancelled - - - Balance outstanding and exercisable at September 30, 2022 1,149,701 $ 3.59 6.45 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS | Future minimum lease payments under these leases are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS Years Ending December 31, Minimum Lease Payment 2022 $ 42,424 2023 180,815 2024 194,814 2025 200,659 2026 206,679 2027 122,869 Total undiscounted future non-cancelable minimum lease payments 948,260 Less: Imputed interest (84,965 ) Present value of lease liabilities $ 863,294 Weighted average remaining term 4.92 |
CONCENTRATIONS (Tables)
CONCENTRATIONS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Risks and Uncertainties [Abstract] | |
SCHEDULE OF CONCENTRATION RISK | The following table sets forth information as to each supplier that accounted for 10% or more of the Company’s purchases for the nine months ended September 30, 2022 and 2021. SCHEDULE OF CONCENTRATION RISK September 30, 2022 September 30, 2021 Satcom Global $ 523,688 8.6 % $ 824,339 18.0 % Globalstar Europe $ 396,222 6.5 % $ 508,359 11.1 % Garmin $ 1,168,532 19.2 % $ 728,797 16.0 % Network Innovations $ 718,597 11.8 % $ 465,417 10.2 % Cygnus Telecom $ 1,213,163 19.9 % $ 554,998 12.2 % The following table sets forth information as to each supplier that accounted for 10% or more of the Company’s purchases for the three months ended September 30, 2022 and 2021. September 30, 2022 September 30, 2021 Satcom Global $ 131,239 8.0 % $ 303,944 19.9 % Globalstar Europe $ 109,409 6.7 % $ 215,289 14.1 % Garmin $ 281,028 17.1 % $ 241,230 15.8 % Network Innovations $ 252,238 15.4 % $ 191,658 12.5 % Cygnus Telecom $ 181,192 11.0 % $ 165,889 10.8 % |
SCHEDULE OF REVENUE FROM EACH GEOGRAPHIC LOCATION | The following table sets forth revenue as to each geographic location, for the nine months ended September 30, 2022 and 2021: SCHEDULE OF REVENUE FROM EACH GEOGRAPHIC LOCATION September 30, 2022 September 30, 2021 Europe $ 7,019,811 77.3 % 3,867,862 68.2 % North America 1,342,636 14.8 % 1,243,754 21.9 % South America 32,578 0.4 % 28,909 0.5 % Asia & Pacific 592,847 6.5 % 472,841 8.3 % Africa 92,211 1.0 % 54,600 1.0 % Revenue $ 9,080,083 5,667,966 The following table sets forth revenue as to each geographic location, for the three months ended September 30, 2022 and 2021: September 30, 2022 September 30, 2021 Europe $ 1,954,967 74.3 % $ 1,469,172 65.3 % North America 442,678 16.8 % 571,603 25.4 % South America 10,273 0.4 % 13,035 0.6 % Asia & Pacific 195,307 7.4 % 182,001 8.1 % Africa 27,601 1.0 % 14,467 0.6 % Revenue $ 2,630,826 $ 2,250,278 |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 4 years |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 4 years |
Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 4 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Appliques [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 10 years |
Software and Software Development Costs [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 2 years |
SCHEDULE OF DILUTIVE COMMON STO
SCHEDULE OF DILUTIVE COMMON STOCK EQUIVALENTS (Details) - shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 3,679,793 | 3,384,984 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,149,701 | 854,892 |
Stock Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 2,530,092 | 2,530,092 |
BASIS OF PRESENTATION AND SUM_4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Sep. 02, 2022 USD ($) $ / shares shares | May 28, 2021 | May 28, 2021 | Aug. 19, 2019 | Jul. 24, 2019 | Mar. 08, 2018 | Mar. 08, 2018 | Mar. 28, 2014 | Apr. 21, 2010 | Sep. 30, 2022 USD ($) shares | Sep. 30, 2021 | Sep. 30, 2022 USD ($) shares | Sep. 30, 2021 USD ($) shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 | |
Product Information [Line Items] | |||||||||||||||
Reverse stock split | 1-for-5 reverse stock split | ratio of 1-for-5 | reverse split of our common stock at a ratio of 1 for 15 | 1-for-15 reverse split | ratio of 1 for 150 | ratio of 1 for 150 | |||||||||
Issuance of convertible shares | $ 1,644,267 | ||||||||||||||
Common stock shares issued | shares | 9,649,096 | 9,649,096 | 7,053,146 | ||||||||||||
Cash, FDIC insured amount | $ 250,000 | $ 250,000 | |||||||||||||
Cash, uninsured amount | 11,884,437 | 11,884,437 | |||||||||||||
Prepaid expenses | 109,765 | 109,765 | $ 146,935 | ||||||||||||
Contract liabilities | 35,009 | $ 35,009 | 36,765 | ||||||||||||
Intangible asset, amortization period | 10 years | ||||||||||||||
Income tax examination, description | Tax positions that meet the more likely than not recognition threshold is measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority | ||||||||||||||
Long-Term Debt and Lease Obligation, Current | 863,294 | $ 863,294 | 19,763 | ||||||||||||
Right of use assets | $ 865,115 | $ 865,115 | $ 22,643 | ||||||||||||
US$: GBP [Member] | Closing Rate [Member] | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Foreign currency translation rate | 1.1150 | 1.342642 | 1.1150 | 1.342642 | 1.353372 | ||||||||||
US$: GBP [Member] | Quarterly Average Rate [Member] | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Foreign currency translation rate | 1.176596 | 1.3784972 | 1.176596 | 1.3784972 | |||||||||||
US$: GBP [Member] | Yearly average rate [Member] | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Foreign currency translation rate | 1.258384444 | 1.3853499 | 1.258384444 | 1.3853499 | 1.375083 | ||||||||||
Maximum [Member] | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Cash, FDIC insured amount | $ 250,000 | $ 250,000 | |||||||||||||
Convertible Debt [Member] | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Principal amount | $ 2,790,000 | ||||||||||||||
Convertible Debt [Member] | Fernandez And Barreto Agreement [Member] | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Aggregate purchase price | 2,300,000 | ||||||||||||||
Contributed amount | 1,000,000 | ||||||||||||||
Convertible preferred stock | $ 400,000 | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Issuance of convertible shares, shares | shares | 1,345,468 | ||||||||||||||
Issuance of convertible shares | $ 135 | ||||||||||||||
Common Stock [Member] | Minimum [Member] | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Debt stated percentage | 10% | ||||||||||||||
Common Stock [Member] | Maximum [Member] | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Debt stated percentage | 5% | ||||||||||||||
Common Stock [Member] | Fernandez And Barreto Agreement [Member] | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Per share | $ / shares | $ 0.02 | ||||||||||||||
Common stock shares issued | shares | 21,000,000 | ||||||||||||||
Common Stock [Member] | NextPlat [Member] | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Issuance of stock repurchase | $ 9,130,435 | ||||||||||||||
Common Stock [Member] | Fernandez [Member] | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Issuance of stock repurchase | 3,652,174 | ||||||||||||||
Common Stock [Member] | Barreto [Member] | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Issuance of stock repurchase | $ 3,652,174 | ||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Issuance of convertible shares, shares | shares | 3,000 | ||||||||||||||
Aggregate purchase price | $ / shares | $ 2,000 | ||||||||||||||
Issuance of convertible shares | $ 6,000,000 | ||||||||||||||
Series B Preferred Stock [Member] | Common Stock [Member] | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Issuance of convertible shares, shares | shares | 100,000 | ||||||||||||||
Aggregate purchase price | $ / shares | $ 2,000 | ||||||||||||||
EClips Media Technologies, Inc [Member] | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Reverse stock split | effecting a 2:1 forward split | ||||||||||||||
Great West Resources Inc [Member] | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Reverse stock split | 1:150 | ||||||||||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Amazon [Member] | |||||||||||||||
Product Information [Line Items] | |||||||||||||||
Concentration Risk, Percentage | 59.20% | 64.80% | 52.30% | 64% | 63.60% | 73.30% |
SCHEDULE OF INVENTORIES (Detail
SCHEDULE OF INVENTORIES (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 1,138,290 | $ 1,019,696 |
Less reserve for obsolete inventory | ||
Total | $ 1,138,290 | $ 1,019,696 |
VAT RECEIVABLE (Details Narrati
VAT RECEIVABLE (Details Narrative) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Vat Receivable | ||
Value added tax receivables | $ 355,118 | $ 491,417 |
PREPAID EXPENSES (Details Narra
PREPAID EXPENSES (Details Narrative) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Prepaid Expenses | ||
Prepaid expenses | $ 109,765 | $ 146,935 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Abstract] | ||
Office furniture and fixtures | $ 94,644 | $ 16,969 |
Computer equipment | 72,374 | 67,458 |
Rental equipment | 43,909 | 53,296 |
Leasehold improvements | 39,693 | |
Appliques | 2,160,096 | 2,160,096 |
Website development | 578,343 | 247,541 |
Less accumulated depreciation | (1,802,960) | (1,502,501) |
Total | $ 1,186,099 | $ 1,042,859 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 329,272 | $ 206,654 | $ 292,102 |
SCHEDULE OF FUTURE AMORTIZATION
SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 6,250 | |
2023 | 25,000 | |
2024 | 25,000 | |
Total | $ 56,250 | $ 75,000 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 9 Months Ended | ||
Dec. 10, 2014 | Sep. 30, 2022 | Sep. 30, 2021 | |
Goodwill [Line Items] | |||
Amortization of intangible assets | $ 18,750 | $ 18,750 | |
Research and Development Expense [Member] | |||
Goodwill [Line Items] | |||
Additional expenditures | $ 0 | $ 0 | |
Purchase Agreement [Member] | Global Telesat Corp [Member] | |||
Goodwill [Line Items] | |||
Indefinite-lived intangible assets acquired | $ 250,000 |
SCHEDULE OF DESCRIPTION EQUITY
SCHEDULE OF DESCRIPTION EQUITY METHOD INVESTMENT (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | ||
Equity Method Investments and Joint Ventures [Abstract] | |||||||
August 30, 2022, beginning balance | $ 7,000,000 | ||||||
Equity in net loss of affiliate | (3,453,172) | $ (3,453,172) | $ (3,453,172) | ||||
Depreciation expense due to cost basis difference | [1] | (8,258) | (8,258) | (8,258) | |||
Interest earned from convertible note receivable | 5,056 | 5,056 | 5,056 | ||||
Interest earned from amortization of premium on convertible note receivable | 3,621 | 3,621 | 3,621 | ||||
Elimination of intercompany interest earned | (1,683) | (1,683) | (1,683) | ||||
September 30, 2022, carrying amount | 3,545,564 | 3,545,564 | 3,545,564 | ||||
Equity method investment – short term | (5,056) | (5,056) | (5,056) | ||||
Equity method investment – long term | $ 3,540,508 | 3,540,508 | 3,540,508 | ||||
Equity in net loss of affiliate | $ (3,454,436) | $ (3,454,436) | |||||
[1]NextPlat records depreciation expense on its estimated cost basis difference which is subject to change |
EQUITY METHOD INVESTMENT IN P_3
EQUITY METHOD INVESTMENT IN PROGRESSIVE CARE, INC. AND SUBSIDIARIES (Details Narrative) - USD ($) | 9 Months Ended | ||||||
Sep. 02, 2022 | Aug. 30, 2022 | Jan. 05, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Jul. 24, 2019 | |
Schedule of Equity Method Investments [Line Items] | |||||||
Number of shares issued | 2,229,950 | ||||||
Number of shares issued, value | $ 7,005,038 | $ 12,661,984 | |||||
Common stock, par value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Common Stock [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Number of shares issued | 2,229,950 | 2,880,000 | |||||
Number of shares issued, value | $ 223 | $ 288 | |||||
Progressive Care Inc [Member] | Securities Purchase Agreement [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Number of shares invested | 3,000 | ||||||
Share issued price per share | $ 2,000 | ||||||
Equity method investment, value | $ 6,000,000 | ||||||
Warrants exercisable price | $ 2,000 | ||||||
Payments to acquire equity securities | $ 7,000,000 | ||||||
Equity method investment, ownership percentage | 33.28% | ||||||
Equity method investment, quoted market value | $ 11,700,000 | ||||||
Progressive Care Inc [Member] | Securities Purchase Agreement [Member] | Series B Preferred Stock [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Equity method investment, description | Each share of Series B Preferred Stock will vote as a class with the common stock of Progressive, and will have 100,000 Progressive votes per share, and each share of Series B Preferred Stock will be convertible into 100,000 shares of Progressive’s common stock. | ||||||
Conversion of stock, shares issued | 100,000 | ||||||
Warrants outstanding, term | 5 years | ||||||
Progressive Care Inc [Member] | Confidential Purchase and Release Agreement [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Convertible debt, value | $ 1,000,000 | ||||||
Progressive Care Inc [Member] | Confidential Purchase and Release Agreement [Member] | Convertible Debt [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Note receivable, value | $ 1,213,429 | ||||||
Interest rate percentage | 5% | ||||||
Common stock, par value per share | $ 0.02 | ||||||
Maturity date | Aug. 31, 2027 | ||||||
Progressive Care Inc [Member] | Confidential Purchase and Release Agreement [Member] | Common Stock [Member] | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Number of shares issued | 9,130,435 | ||||||
Number of shares issued, value | $ 1,000,000 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED OTHER LIABILITIES (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 867,458 | $ 846,380 |
Rental deposits | 4,181 | 2,030 |
Customer deposits payable | 58,182 | 59,733 |
Accrued wages & payroll liabilities | 22,930 | 20,107 |
VAT liability & sales tax payable | 30,644 | 6,203 |
Pre-merger accrued other liabilities | 88,448 | 88,448 |
Accrued interest | 314 | 138 |
Accrued other liabilities | 14,887 | 40,305 |
Total | $ 1,087,044 | $ 1,063,344 |
CORONAVIRUS LOANS (Details Narr
CORONAVIRUS LOANS (Details Narrative) | Dec. 31, 2021 USD ($) | May 23, 2021 USD ($) | Jul. 16, 2020 USD ($) | Jul. 16, 2020 EUR (€) | May 08, 2020 USD ($) | Apr. 20, 2020 EUR (€) | Sep. 30, 2022 USD ($) |
Long term notes payable | $ 253,757 | $ 157,958 | |||||
Note payable coronavirus loans current portion | 56,391 | $ 55,750 | |||||
Debt forgiveness | $ 20,832 | ||||||
Coronavirus Loans [Member] | |||||||
Interest rate | 0.10% | ||||||
Coronavirus Loans [Member] | Payroll Protection Program [Member] | |||||||
Proceeds from notes payable | $ 20,832 | ||||||
Interest rate | 1% | ||||||
Debt instrument term | 2 years | ||||||
Debt instrument decrease forgiveness | $ 20,832 | ||||||
Coronavirus Loans [Member] | First Repayment [Member] | |||||||
Prepayment of balances of debentures | Voluntary prepayments are allowed with 5 business days’ written notice and the amount of the prepayment is equal to 10% or more of the limit or, if less, the balance of the debenture | Voluntary prepayments are allowed with 5 business days’ written notice and the amount of the prepayment is equal to 10% or more of the limit or, if less, the balance of the debenture | |||||
Coronavirus Loans [Member] | Lenders [Member] | |||||||
Interest rate | 4% | ||||||
Debt instrument term | 6 years | 6 years | |||||
Maturity date | Jul. 15, 2026 | Jul. 15, 2026 | |||||
Coronavirus Loans [Member] | GBP [Member] | First Repayment [Member] | |||||||
Long term notes payable | € | € 4,166.67 | ||||||
Coronavirus Loans [Member] | HSBC UK Bank PLC [Member] | |||||||
Proceeds from notes payable | $ 338,343 | ||||||
Coronavirus Loans [Member] | HSBC UK Bank PLC [Member] | GBP [Member] | |||||||
Proceeds from notes payable | € | € 250,000 | ||||||
Coronavirus Loans [Member] | HSBC UK Bank PLC [Member] | US$: GBP [Member] | |||||||
Exchange rate | 1.3533720 | ||||||
Coronavirus Loans [Member] | Global Telesat Communications Limited [Member] | Maximum [Member] | |||||||
Proceeds from notes payable | € | € 250,000 |
SCHEDULE OF OUTSTANDING STOCK W
SCHEDULE OF OUTSTANDING STOCK WARRANTS ACTIVITIES (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Number of warrants, beginning balance | 2,530,092 | 800 |
Weighted average exercise price, beginning balance | $ 5 | $ 300 |
Weighted average remaining contractual life (years), beginning balance | 4 years 5 months 1 day | 1 year 4 months 13 days |
Number of warrants, granted | 3,456,000 | |
Weighted average exercise price, granted | $ 5 | |
Number of warrants, exercised | (925,908) | |
Weighted average exercise price, exercised | $ 5 | |
Number of warrants, forfeited | ||
Weighted average exercise price, forfeited | ||
Number of warrants, cancelled | (800) | |
Weighted average exercise price, cancelled | $ 300 | |
Number of warrants, ending balance | 2,530,092 | 2,530,092 |
Weighted average exercise price, ending balance | $ 5 | $ 5 |
Weighted average remaining contractual Llfe (Years), ending balance | 3 years 8 months 1 day | 4 years 5 months 1 day |
Number of warrants, exercised | 925,908 | |
Weighted average exercise price, exercised | $ (5) | |
Number of warrants, cancelled | 800 |
SCHEDULE OF OUTSTANDING STOCK O
SCHEDULE OF OUTSTANDING STOCK OPTIONS ACTIVITIES (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | |||
Number of options, outstanding balance beginning | 929,892 | 600,009 | |
Weighted average exercise price, outstanding balance beginning | $ 3.53 | $ 2.35 | |
Weighted average remaining contractual life (years), ending outstanding and exercisable | 6 years 5 months 12 days | 7 years 4 months 9 days | 9 years 10 months 28 days |
Number of options, granted | 220,000 | 400,000 | |
Weighted average exercise price, granted | |||
Number of options, exercised | (19,200) | ||
Weighted average exercise price, exercised | |||
Number of options, forfeited | (191) | (917) | |
Weighted average exercise price, forfeited | |||
Number of options, cancelled | (50,000) | ||
Weighted average exercise price, cancelled | |||
Number of options, outstanding and exercisable balance ending | 1,149,701 | 929,892 | 600,009 |
Weighted average exercise price, outstanding and exercisable balance ending | $ 3.59 | $ 3.53 | $ 2.35 |
Number of options, exercised | 19,200 | ||
Number of options, cancelled | 50,000 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||
Sep. 28, 2022 | Sep. 20, 2022 | Aug. 04, 2022 | Jun. 22, 2022 | Jun. 02, 2022 | Jan. 21, 2022 | Jan. 05, 2022 | Jun. 02, 2021 | May 28, 2021 | May 28, 2021 | May 28, 2021 | May 23, 2021 | Mar. 11, 2021 | Aug. 19, 2019 | Jul. 24, 2019 | Mar. 08, 2018 | Mar. 08, 2018 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Mar. 05, 2016 | Mar. 04, 2016 | |
Class of Stock [Line Items] | |||||||||||||||||||||||
Authorized capital | 800,000,000 | 220,000,000 | |||||||||||||||||||||
Common stock, shares authorized | 750,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | 750,000,000 | 200,000,000 | |||||||||||||||||
Preffered stock, shares authorized | 50,000,000 | 3,333,333 | 3,333,333 | 3,333,333 | 50,000,000 | 20,000,000 | |||||||||||||||||
Reverse stock split | 1-for-5 reverse stock split | ratio of 1-for-5 | reverse split of our common stock at a ratio of 1 for 15 | 1-for-15 reverse split | ratio of 1 for 150 | ratio of 1 for 150 | |||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||
Common stock, shares issued | 9,649,096 | 9,649,096 | 7,053,146 | ||||||||||||||||||||
Common stock, shares outstanding | 9,649,096 | 9,649,096 | 7,053,146 | ||||||||||||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | ||||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||||||||||||||||||||
Gross proceeds | $ 5,825,038 | $ 5,605,038 | $ 12,661,984 | ||||||||||||||||||||
Potential acquisitions percentage | 73% | ||||||||||||||||||||||
Issuance of common stock, shares | 2,229,950 | ||||||||||||||||||||||
Issuance of restricted common stock, shares | 1,343,566 | ||||||||||||||||||||||
Stock issued during period, value, restricted stock award, gross | $ 654,520 | $ 268,500 | |||||||||||||||||||||
Andrew Cohen [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Stock issued during period, shares, restricted stock award, gross | 15,000 | ||||||||||||||||||||||
Stock issued during period, value, restricted stock award, gross | $ 292,320 | $ 76,950 | |||||||||||||||||||||
Eaperion Partners LLC [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Stock issued during period, shares, restricted stock award, gross | 116,000 | ||||||||||||||||||||||
Exercise price | $ 2.52 | ||||||||||||||||||||||
Douglas Ellenoff [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Stock issued during period, shares, restricted stock award, gross | 20,000 | ||||||||||||||||||||||
Stock issued during period, value, restricted stock award, gross | $ 107,400 | ||||||||||||||||||||||
Exercise price | $ 5.37 | ||||||||||||||||||||||
Paul Thomson [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Stock issued during period, shares, restricted stock award, gross | 5,000 | ||||||||||||||||||||||
Stock issued during period, value, restricted stock award, gross | $ 26,850 | ||||||||||||||||||||||
Exercise price | $ 5.37 | ||||||||||||||||||||||
Purchase Agreement [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Proceeds from sale of common stock | 2,229,950 | ||||||||||||||||||||||
Employment Agreements [Member] | David Phipps [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Employment agreement term | 3 years | ||||||||||||||||||||||
Fernandez Agreement [Member] | Charles M. Fernandez [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Restricted stock fair value | $ 3,000,000 | ||||||||||||||||||||||
Fernandez Agreement [Member] | Charles M. Fernandez [Member] | Maximum [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Warrants exercise price | $ 5 | ||||||||||||||||||||||
June Agreement [Member] | Charles M. Fernandez [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Stock issued during period, shares, restricted stock award, gross | 200,000 | 200,000 | |||||||||||||||||||||
Employment agreement term | 5 years | ||||||||||||||||||||||
Restricted stock fair value | $ 3,000,000 | ||||||||||||||||||||||
Adjustments to additional paid in capital stock based compensation | $ 805,246 | ||||||||||||||||||||||
Stock issued during period, value, restricted stock award, gross | $ 448,534 | $ 356,712 | |||||||||||||||||||||
Share based payment award requiste service period | 5 years | ||||||||||||||||||||||
Exercise price | $ 5 | ||||||||||||||||||||||
Unregistered Underwriter Warrants [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Warrants exercise price | $ 5.50 | $ 5.50 | |||||||||||||||||||||
Restricted Stock [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Issuance of common stock, shares | 10,000 | ||||||||||||||||||||||
Share issued price per share | $ 3.48 | ||||||||||||||||||||||
Stock issued during period, shares, restricted stock award, gross | 20,000 | ||||||||||||||||||||||
Issuance of restricted common stock, shares | $ 34,800 | ||||||||||||||||||||||
Registered Warrant [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Common stock, shares authorized | 3,312,000 | 3,312,000 | |||||||||||||||||||||
Common stock, shares issued | 2,386,092 | 2,386,092 | |||||||||||||||||||||
Common stock, shares outstanding | 2,386,092 | 2,386,092 | |||||||||||||||||||||
Warrants exercise price | $ 5 | $ 5 | |||||||||||||||||||||
Unregistered Underwriter Warrants [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Common stock, shares issued | 144,000 | 144,000 | |||||||||||||||||||||
Common stock, shares outstanding | 144,000 | 144,000 | |||||||||||||||||||||
Private Placement [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Gross proceeds | $ 7,225,038 | ||||||||||||||||||||||
Issuance of common stock, shares | 2,229,950 | ||||||||||||||||||||||
Share issued price per share | $ 3.24 | ||||||||||||||||||||||
Legal fees | $ 220,000 | ||||||||||||||||||||||
Net proceeds | $ 7,005,038 | ||||||||||||||||||||||
Subscription payable | $ 1,400,000 | ||||||||||||||||||||||
Private Placement [Member] | Purchase Agreement [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Sale of stock price per share | $ 3.24 | ||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Reverse stock split | reverse stock split of its common stock at a ratio of 1-for-5 | ||||||||||||||||||||||
Common Stock [Member] | Reverse Split [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Reverse stock split | 1-for-5 reverse stock split |
STOCK SUBSCRIPTION PAYABLE (Det
STOCK SUBSCRIPTION PAYABLE (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Jan. 05, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Issuance of common related to offering, shares | 2,229,950 | |||
Stock subscription payable current | $ 1,400,000 | |||
Proceeds from Issuance of Common Stock | $ 5,825,038 | $ 5,605,038 | $ 12,661,984 | |
Private Placement [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Issuance of common related to offering, shares | 2,229,950 | |||
Proceeds from Issuance of Common Stock | $ 7,225,038 | |||
Private Placement [Member] | Accredited Investors [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Issuance of common related to offering, shares | 2,229,950 | |||
IPO [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of stock price per share | $ 3.24 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) | 9 Months Ended | ||||||
Sep. 02, 2022 USD ($) shares | Jul. 12, 2022 USD ($) | Jan. 05, 2022 shares | Sep. 30, 2022 USD ($) | Sep. 30, 2022 GBP (£) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Related Party Transaction [Line Items] | |||||||
Due to related parties | $ 15,692 | $ 35,308 | |||||
Issuance of common related to offering, shares | shares | 2,229,950 | ||||||
Secured Convertible Promissory Note [Member] | Parent [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Issuance of common related to offering, shares | shares | 21,000,000 | ||||||
Three Individuals Related To Mr Phipps [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Annual salary | 99,965 | $ 107,042 | |||||
Mr. Fernandez [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Annual salary | $ 95,000 | ||||||
Iliad Research And Trading L P [Member] | Secured Convertible Promissory Note [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Contributed amount | $ 2,790,000 | ||||||
purchase price | 2,300,000 | ||||||
Iliad Research And Trading L P [Member] | Secured Convertible Promissory Note [Member] | Parent [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Contributed amount | 1,000,000 | ||||||
Iliad Research And Trading L P [Member] | Secured Convertible Promissory Note [Member] | Parent [Member] | Fernandez [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Contributed amount | $ 400,000 | ||||||
Issuance of common related to offering, shares | shares | 3,652,174 | ||||||
Iliad Research And Trading L P [Member] | Secured Convertible Promissory Note [Member] | Parent [Member] | Barreto [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Contributed amount | $ 400,000 | ||||||
Issuance of common related to offering, shares | shares | 3,652,174 | ||||||
Iliad Research And Trading L P [Member] | Secured Convertible Promissory Note [Member] | Parent [Member] | Charles [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Issuance of common related to offering, shares | shares | 9,130,435 | ||||||
HSBC [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Over advance limit | $ 33,834 | £ 25,000 | |||||
Exchange rate | 1.353372 | ||||||
Interest rate | 5.50% | ||||||
Base rate | 6.25% | 6.25% |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS (Details) | Sep. 30, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 42,424 |
2023 | 180,815 |
2024 | 194,814 |
2025 | 200,659 |
2026 | 206,679 |
2027 | 122,869 |
Total undiscounted future non-cancelable minimum lease payments | 948,260 |
Less: Imputed interest | (84,965) |
Present value of lease liabilities | $ 863,294 |
Weighted average remaining term | 4 years 11 months 1 day |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||
Oct. 06, 2022 USD ($) | Sep. 20, 2022 USD ($) | Aug. 04, 2022 USD ($) shares | Jul. 12, 2022 USD ($) shares | Jun. 22, 2022 shares | Jun. 02, 2022 shares | May 02, 2022 USD ($) | Jan. 11, 2022 USD ($) shares | Dec. 02, 2021 USD ($) ft² | Oct. 08, 2021 | Oct. 08, 2021 USD ($) | Aug. 24, 2021 USD ($) $ / shares | Aug. 07, 2021 USD ($) | Jun. 22, 2021 USD ($) | Jun. 05, 2021 USD ($) | Jun. 02, 2021 USD ($) $ / shares | Mar. 11, 2021 | Jul. 24, 2019 USD ($) ft² | Jul. 24, 2019 GBP (£) ft² | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Oct. 06, 2023 GBP (£) | Dec. 31, 2021 USD ($) | |
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Professional fees | $ 356,306 | $ 320,211 | $ 839,509 | $ 869,127 | |||||||||||||||||||||
Stock issued during period, value, restricted stock award, gross | 654,520 | 268,500 | |||||||||||||||||||||||
Amortization expenses | 58,284 | 24,948 | |||||||||||||||||||||||
Long-term operating lease liabilities | 863,294 | 863,294 | $ 19,763 | ||||||||||||||||||||||
Right of use assets | $ 865,115 | 865,115 | 22,643 | ||||||||||||||||||||||
Net rent expense | 70,717 | $ 36,055 | |||||||||||||||||||||||
Andrew Cohen [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Stock issued during period, shares, restricted stock award, gross | shares | 15,000 | ||||||||||||||||||||||||
Stock issued during period, value, restricted stock award, gross | $ 292,320 | $ 76,950 | |||||||||||||||||||||||
Director Service Agreement [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Agreement term | 2 years | ||||||||||||||||||||||||
Cash retainer | $ 30,000 | ||||||||||||||||||||||||
Meeting fees | 3,000 | ||||||||||||||||||||||||
Committee fees | $ 500 | ||||||||||||||||||||||||
Stock issued during period, shares, restricted stock award, gross | shares | 20,000 | ||||||||||||||||||||||||
Employment Agreements [Member] | David Phipps [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Annual base compensation | $ 350,000 | ||||||||||||||||||||||||
Additional compensation | $ 1,000 | ||||||||||||||||||||||||
Employment agreement term | 3 years | ||||||||||||||||||||||||
Employment Agreements [Member] | Ellenoff [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Employment agreement description | Mr. Ellenoff will receive, in lieu of cash compensation: (i) a restricted stock award of 100,000 shares of Common Stock of the Company, 40,000 were issued within 5 business days of the execution of the Ellenoff Employment Agreement and vest immediately, and the remaining 60,000 of which will be issued and vest at the rate of 20,000 shares at the end of each of the next three annual anniversaries of his employment, provided that Mr. Ellenoff serves on the Board at any time during such year; and (ii) options to purchase a total of 1,500,000 shares of the Company’s Common Stock, 300,000 of which were within 5 business days of the execution of the Ellenoff Employment Agreement and vested immediately, 150,000 of which will vest on each of the next three annual anniversaries of the commencement of his employment, and the remaining 750,000 of which will vest at the rate of 250,000 per year on each of the first three anniversaries of the commencement of his employment if during each such year Mr. Ellenoff introduces the Company to twelve (12) or more potential Business Transactions (as defined in the Ellenoff Agreement and which transactions need not be consummated); provided that the Company’s Chief Executive Officer may, in his sole discretion, waive the vesting requirement in any given year | ||||||||||||||||||||||||
Exercise price | $ / shares | $ 5.35 | ||||||||||||||||||||||||
Vested years | 5 years | ||||||||||||||||||||||||
Employment Agreements [Member] | Thomson [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Annual base compensation | $ 250,000 | ||||||||||||||||||||||||
Employment agreement term | 3 years | ||||||||||||||||||||||||
Employment agreement description | Mr. Thomson received (i) immediately vested options to purchase 25,000 shares of Common Stock at a per share price of $5.35, and having a term of 5 years; and (ii) a restricted stock grant of 25,000 shares of Common Stock, 10,000 of which vest immediately, and the remaining 15,000 of which will vest at the rate of 5,000 shares at the end of each of the next three annual anniversaries of his employment. These equity awards to Mr. Thomson were issued outside of a shareholder approved stock or option plan pursuant to the Nasdaq “inducement grant” exception (Nasdaq Listing Rule 5635(c)(4)). On October 7, 2021, the Board of Directors of the Company (the “Board”) appointed Paul R. Thomson, the Executive Vice President of the Company, to the additional position of Chief Financial Officer of the Company effective October 9, 2021. As Chief Financial Officer, Mr. Thomson became the Company’s principal financial officer, effective October 9, 2021. On October 8, 2021, on the approval and recommendation of the Compensation Committee of the Board (the “Compensation Committee”), and following subsequent approval of the Board, the Company entered into an amendment to the Company’s current employment agreement with Mr. Thomson to reflect his new title of “Executive Vice President and Chief Financial Officer” effective October 9, 2021 (the “Thomson Amendment”). | ||||||||||||||||||||||||
Employment Agreements [Member] | Cohen [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Annual base compensation | $ 125,000 | $ 250,000 | |||||||||||||||||||||||
Employment agreement term | 3 years | ||||||||||||||||||||||||
Employment agreement description | In addition, Section 6(c) of the Agreement shall be deleted and replaced to read as follows: upon termination of the Employee’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term, or any then applicable extension of the Term, and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment equal to $75,000, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefits Plans extended from time to time by the Corporation to its senior Employees; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of Employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause.” | Mr. Cohen received (i) immediately vested options to purchase 25,000 shares of Common Stock at a per share price of $5.35, and having a term of 5 years; and (ii) a restricted stock grant of 25,000 shares of Common Stock, 10,000 of which vest immediately, and the remaining 15,000 of which will vest at the rate of 5,000 shares at the end of each of the next three annual anniversaries of his employment. These equity awards to Mr. Cohen were issued outside of a shareholder approved stock or option plan pursuant to the Nasdaq “inducement grant” exception (Nasdaq Listing Rule 5635(c)(4)). | |||||||||||||||||||||||
June Agreement [Member] | Charles M. Fernandez [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Stock issued during period, shares, restricted stock award, gross | shares | 200,000 | 200,000 | |||||||||||||||||||||||
Annual base compensation | $ 350,000 | ||||||||||||||||||||||||
Additional compensation | $ 1,000 | ||||||||||||||||||||||||
Employment agreement term | 5 years | ||||||||||||||||||||||||
Annual cash bonus percentage | 100% | ||||||||||||||||||||||||
Professional fees | $ 10,000 | ||||||||||||||||||||||||
Grant date fair value | $ 3,000,000 | ||||||||||||||||||||||||
Offering price | $ / shares | $ 5 | ||||||||||||||||||||||||
Stock issued during period, value, restricted stock award, gross | $ 448,534 | $ 356,712 | |||||||||||||||||||||||
Carlise Employment Agreement [Member] | Theresa Carlise [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Annual base compensation | $ 180,000 | ||||||||||||||||||||||||
Carlise Employment Agreement [Member] | Theresa Carlise [Member] | Minimum [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Employment agreement term | 1 year | ||||||||||||||||||||||||
Carlise Employment Agreement [Member] | Theresa Carlise [Member] | Maximum [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Employment agreement term | 3 years | ||||||||||||||||||||||||
Mutual Release And Separation Agreement [Member] | Andrew Cohen [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Stock issued during period, shares, restricted stock award, gross | shares | 15,000 | ||||||||||||||||||||||||
Stock issued during period, value, restricted stock award, gross | $ 76,950 | ||||||||||||||||||||||||
Lease Agreement [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Area of square feet | ft² | 4,141 | 2,660 | 2,660 | ||||||||||||||||||||||
Annual Rent | $ 186,345 | £ 25,536 | |||||||||||||||||||||||
Annual lease percentage | 3% | ||||||||||||||||||||||||
Facilities rent per month | $ 3,146 | $ 2,765 | £ 2,128 | £ 2,500 | |||||||||||||||||||||
Average conversion rate | 1.25838 | 1.299279 | 1.299279 |
SCHEDULE OF CONCENTRATION RISK
SCHEDULE OF CONCENTRATION RISK (Details) - Revenue Benchmark [Member] - Supplier Concentration Risk [Member] - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Satcom Global [Member] | ||||
Concentration Risk [Line Items] | ||||
Cygnus Telecom | $ 131,239 | $ 303,944 | $ 523,688 | $ 824,339 |
Concentration risk percentage | 8% | 19.90% | 8.60% | 18% |
Globalstar Europe [Member] | ||||
Concentration Risk [Line Items] | ||||
Cygnus Telecom | $ 109,409 | $ 215,289 | $ 396,222 | $ 508,359 |
Concentration risk percentage | 6.70% | 14.10% | 6.50% | 11.10% |
Garmin [Member] | ||||
Concentration Risk [Line Items] | ||||
Cygnus Telecom | $ 281,028 | $ 241,230 | $ 1,168,532 | $ 728,797 |
Concentration risk percentage | 17.10% | 15.80% | 19.20% | 16% |
Network Innovations [Member] | ||||
Concentration Risk [Line Items] | ||||
Cygnus Telecom | $ 252,238 | $ 191,658 | $ 718,597 | $ 465,417 |
Concentration risk percentage | 15.40% | 12.50% | 11.80% | 10.20% |
Cygnus Telecom [Member] | ||||
Concentration Risk [Line Items] | ||||
Cygnus Telecom | $ 181,192 | $ 165,889 | $ 1,213,163 | $ 554,998 |
Concentration risk percentage | 11% | 10.80% | 19.90% | 12.20% |
SCHEDULE OF REVENUE FROM EACH G
SCHEDULE OF REVENUE FROM EACH GEOGRAPHIC LOCATION (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Concentration Risk [Line Items] | ||||
Revenue | $ 2,630,826 | $ 2,250,278 | $ 9,080,083 | $ 5,667,966 |
Revenue Benchmark [Member] | Geographic Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Revenue | 2,630,826 | 2,250,278 | 9,080,083 | 5,667,966 |
Revenue Benchmark [Member] | Geographic Concentration Risk [Member] | Europe [Member] | ||||
Concentration Risk [Line Items] | ||||
Revenue | $ 1,954,967 | $ 1,469,172 | $ 7,019,811 | $ 3,867,862 |
Concentration risk percentage | 74.30% | 65.30% | 77.30% | 68.20% |
Revenue Benchmark [Member] | Geographic Concentration Risk [Member] | North America [Member] | ||||
Concentration Risk [Line Items] | ||||
Revenue | $ 442,678 | $ 571,603 | $ 1,342,636 | $ 1,243,754 |
Concentration risk percentage | 16.80% | 25.40% | 14.80% | 21.90% |
Revenue Benchmark [Member] | Geographic Concentration Risk [Member] | South America [Member] | ||||
Concentration Risk [Line Items] | ||||
Revenue | $ 10,273 | $ 13,035 | $ 32,578 | $ 28,909 |
Concentration risk percentage | 0.40% | 0.60% | 0.40% | 0.50% |
Revenue Benchmark [Member] | Geographic Concentration Risk [Member] | Asia Pacific [Member] | ||||
Concentration Risk [Line Items] | ||||
Revenue | $ 195,307 | $ 182,001 | $ 592,847 | $ 472,841 |
Concentration risk percentage | 7.40% | 8.10% | 6.50% | 8.30% |
Revenue Benchmark [Member] | Geographic Concentration Risk [Member] | Africa [Member] | ||||
Concentration Risk [Line Items] | ||||
Revenue | $ 27,601 | $ 14,467 | $ 92,211 | $ 54,600 |
Concentration risk percentage | 1% | 0.60% | 1% | 1% |
CONCENTRATIONS (Details Narrati
CONCENTRATIONS (Details Narrative) - Revenue Benchmark [Member] - Customer Concentration Risk [Member] | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Amazon [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 59.20% | 64.80% | 52.30% | 64% | 63.60% | 73.30% |
Other Customer [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 10% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | 9 Months Ended | 12 Months Ended | |||||
Nov. 14, 2022 USD ($) shares | Nov. 07, 2022 USD ($) shares | Oct. 01, 2022 USD ($) shares | Oct. 01, 2022 GBP (£) shares | Jan. 05, 2022 shares | Sep. 30, 2022 shares | Dec. 31, 2021 shares | |
Subsequent Event [Line Items] | |||||||
Issuance of common stock, shares | 2,229,950 | ||||||
Stock options shares | 220,000 | 400,000 | |||||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Facilities rent per month | $ 3,146 | £ 2,500 | |||||
Subsequent Event [Member] | Charles M. Fernandez [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Issuance of common stock, shares | 20,000 | 20,000 | |||||
Subsequent Event [Member] | Mr. Bedwell [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Annual salary | $ | $ 125,000 | ||||||
Subsequent Event [Member] | Mr. Bedwell [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Stock options fully vested | 25,000 | ||||||
Subsequent Event [Member] | Mr. Bedwell [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Stock options fully vested | 10,000 | ||||||
Subsequent Event [Member] | Mr. Bedwell [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Stock options fully vested | 15,000 | ||||||
Subsequent Event [Member] | Chief Executive Officer [Member] | Incentive Award Plan [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Stock options shares | 50,000 | ||||||
Subsequent Event [Member] | Mr. Paul Thomson [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Annual salary | $ | $ 150,000 | ||||||
Subsequent Event [Member] | Ms. Cecile Munnik [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Stock options shares | 50,000 | ||||||
Subsequent Event [Member] | Ms. Cecile Munnik [Member] | June 30, 2023 [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Annual salary | $ | $ 67,500 | ||||||
Subsequent Event [Member] | Ms. Cecile Munnik [Member] | July 1, 2023 [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Annual salary | $ | $ 225,000 | ||||||
Subsequent Event [Member] | Ms. Cecile Munnik [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Stock options fully vested | 25,000 | ||||||
Subsequent Event [Member] | Ms. Cecile Munnik [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Stock options fully vested | 10,000 | ||||||
Subsequent Event [Member] | Ms. Cecile Munnik [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Stock options fully vested | 15,000 |