Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 14, 2023 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-40681 | |
Entity Registrant Name | Worksport Ltd | |
Entity Central Index Key | 0001096275 | |
Entity Tax Identification Number | 35-2696895 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 2500 N America Dr | |
Entity Address, City or Town | West Seneca | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 14224 | |
City Area Code | (888) | |
Local Phone Number | 554-8789 | |
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 | 19,433,715 | |
Common Stock [Member] | ||
Title of 12(b) Security | Common Stock | |
Trading Symbol | WKSP | |
Security Exchange Name | NASDAQ | |
Warrants [Member] | ||
Title of 12(b) Security | Warrants | |
Trading Symbol | WKSPW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 2,965,578 | $ 14,620,757 |
Accounts receivable net | 518,110 | 62,601 |
Other receivable | 164,034 | 268,032 |
Inventory (note 4) | 3,552,069 | 1,346,372 |
Prepaid expenses and deposits (note 5) | 694,343 | 2,034,345 |
Total Current Assets | 7,894,134 | 18,332,107 |
Investments (note 11) | 90,731 | 24,423 |
Property and Equipment, net (note 6) | 14,329,099 | 11,900,672 |
Right-Of-Use Asset, net (note 12) | 968,009 | 1,238,055 |
Intangible Assets, net | 1,339,518 | 1,268,873 |
Total Assets | 24,621,491 | 32,764,130 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 1,875,831 | 2,028,305 |
Payroll taxes payable | 43,738 | |
Loan payable (note 13) | 5,300,000 | |
Current lease liability (note 12) | 342,010 | 387,329 |
Total Current Liabilities | 7,563,771 | 2,461,730 |
Long Term – Lease Liability (note 12) | 643,415 | 884,146 |
Loan Payable (note 13) | 5,300,000 | |
Total Liabilities | 8,207,186 | 8,645,876 |
Shareholders’ Equity | ||
Series A & B Preferred Stock, $0.0001 par value, 100,100 shares authorized, 100 Series A and 0 Series B issued and outstanding, respectively (note 8) | ||
Common stock, $0.0001 par value, 299,000,000 shares authorized, 17,436,805 and 17,159,376 shares issued and outstanding, respectively (note 8) | 1,744 | 1,716 |
Additional paid-in capital | 59,462,708 | 56,919,625 |
Share subscriptions receivable | (1,577) | (1,577) |
Share subscriptions payable | 1,614,252 | 591,289 |
Accumulated deficit | (44,654,242) | (33,384,219) |
Cumulative translation adjustment | (8,580) | (8,580) |
Total Shareholders’ Equity | 16,414,305 | 24,118,254 |
Total Liabilities and Shareholders’ Equity | 24,621,491 | 32,764,130 |
Related Party [Member] | ||
Current Liabilities | ||
Related party loan (note 9) | $ 2,192 | $ 46,096 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 299,000,000 | 299,000,000 |
Common stock, shares issued | 17,436,805 | 17,159,376 |
Common stock, shares outstanding | 17,436,805 | 17,159,376 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 100,100 | 100,100 |
Preferred stock, shares issued | 100 | 100 |
Preferred stock, shares outstanding | 100 | 100 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 100,100 | 100,100 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Net Sales | $ 458,483 | $ 18,350 | $ 690,259 | $ 77,439 |
Cost of Goods Sold | 368,796 | 12,602 | 541,841 | 58,566 |
Gross Profit | 89,687 | 5,748 | 148,418 | 18,873 |
Operating Expenses | ||||
General and administrative | 3,091,488 | 1,520,388 | 6,965,901 | 2,972,161 |
Sales and marketing | 380,847 | 586,388 | 1,473,910 | 1,953,243 |
Professional fees | 539,126 | 858,605 | 2,899,190 | 4,160,059 |
Gain on foreign exchange | (2,265) | (16,805) | (2,407) | (17,791) |
Total operating expenses | 4,009,196 | 2,948,576 | 11,336,594 | 9,067,672 |
Loss from operations | (3,919,509) | (2,942,828) | (11,188,176) | (9,048,799) |
Other Income (Expense) | ||||
Interest expense | (113,838) | (112,341) | (466,830) | (317,451) |
Interest income | 38,992 | 68,957 | 237,598 | 93,892 |
Rental income (note 17) | 45,057 | 108,552 | 139,892 | 204,770 |
Gain on settlement of debt | 7,493 | |||
Total other income (expense) | (29,789) | 65,168 | (81,847) | (18,789) |
Net Loss | $ (3,949,298) | $ (2,877,660) | $ (11,270,023) | $ (9,067,588) |
Loss per Share basic | $ (0.23) | $ (0.17) | $ (0.65) | $ (0.53) |
Loss per Share diluted | $ (0.23) | $ (0.17) | $ (0.65) | $ (0.53) |
Weighted Average Number of Shares basic | 17,429,685 | 17,164,505 | 17,252,521 | 17,059,021 |
Weighted Average Number of Shares diluted | 17,429,685 | 17,164,505 | 17,252,521 | 17,059,021 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Share Subscriptions Receivable [Member] | Share Subscription Payable [Member] | Retained Earnings [Member] | Cumulative Translation Adjustment [Member] | Total |
Balance at Dec. 31, 2021 | $ 0 | $ 1,696 | $ 54,608,472 | $ (1,577) | $ 430,116 | $ (20,849,805) | $ (8,580) | $ 34,180,322 |
Balance, shares at Dec. 31, 2021 | 100 | 16,951,034 | ||||||
Share issuance | $ 4 | 260,096 | (260,100) | |||||
Share issuance, shares | 45,000 | |||||||
Issuance for services and subscriptions payable | $ 9 | 1,696,475 | 119,778 | 1,816,262 | ||||
Issuance for services and subscriptions payable, shares | 90,000 | |||||||
Warrant exercise (note 15) | $ 7 | (7) | ||||||
Warrant exercise (note 15), shares | 73,771 | |||||||
Net loss | (9,067,588) | (9,067,588) | ||||||
Balance at Sep. 30, 2022 | $ 0 | $ 1,716 | 56,565,036 | (1,577) | 289,794 | (29,917,393) | (8,580) | 26,928,996 |
Balance, shares at Sep. 30, 2022 | 100 | 17,159,805 | ||||||
Balance at Dec. 31, 2021 | $ 0 | $ 1,696 | 54,608,472 | (1,577) | 430,116 | (20,849,805) | (8,580) | 34,180,322 |
Balance, shares at Dec. 31, 2021 | 100 | 16,951,034 | ||||||
Balance at Dec. 31, 2022 | $ 0 | $ 1,716 | 56,919,625 | (1,577) | 591,289 | (33,384,219) | (8,580) | 24,118,254 |
Balance, shares at Dec. 31, 2022 | 100 | 17,159,376 | ||||||
Balance at Jun. 30, 2022 | $ 0 | $ 1,705 | 55,956,398 | (1,577) | 499,542 | (27,039,733) | (8,580) | 29,407,755 |
Balance, shares at Jun. 30, 2022 | 100 | 17,041,055 | ||||||
Share issuance | $ 4 | 260,096 | (260,100) | |||||
Share issuance, shares | 45,000 | |||||||
Issuance for services and subscriptions payable | 348,549 | 50,352 | 398,901 | |||||
Issuance for services and subscriptions payable, shares | ||||||||
Warrant exercise (note 15) | $ 7 | (7) | ||||||
Warrant exercise (note 15), shares | 73,750 | |||||||
Net loss | (2,877,660) | (2,877,660) | ||||||
Balance at Sep. 30, 2022 | $ 0 | $ 1,716 | 56,565,036 | (1,577) | 289,794 | (29,917,393) | (8,580) | 26,928,996 |
Balance, shares at Sep. 30, 2022 | 100 | 17,159,805 | ||||||
Balance at Dec. 31, 2022 | $ 0 | $ 1,716 | 56,919,625 | (1,577) | 591,289 | (33,384,219) | (8,580) | 24,118,254 |
Balance, shares at Dec. 31, 2022 | 100 | 17,159,376 | ||||||
Issuance for services and subscriptions payable | $ 25 | 2,428,139 | 1,022,963 | 3,451,127 | ||||
Issuance for services and subscriptions payable, shares | 250,000 | |||||||
Net loss | (11,270,023) | (11,270,023) | ||||||
Shares issued (note 8) | $ 3 | 95,538 | 95,541 | |||||
Shares issued (note 8), shares | 27,429 | |||||||
Stock option forfeiture (note 16) | 19,406 | 19,406 | ||||||
Balance at Sep. 30, 2023 | $ 0 | $ 1,744 | 59,462,708 | (1,577) | 1,614,252 | (44,654,242) | (8,580) | 16,414,305 |
Balance, shares at Sep. 30, 2023 | 100 | 17,436,805 | ||||||
Balance at Jun. 30, 2023 | $ 0 | $ 1,742 | 58,615,849 | (1,577) | 1,494,885 | (40,704,944) | (8,580) | 19,397,375 |
Balance, shares at Jun. 30, 2023 | 100 | 17,413,810 | ||||||
Issuance for services and subscriptions payable | 739,046 | 119,367 | 858,413 | |||||
Issuance for services and subscriptions payable, shares | ||||||||
Net loss | (3,949,298) | (3,949,298) | ||||||
Shares issued (note 8) | $ 2 | 88,407 | 88,409 | |||||
Shares issued (note 8), shares | 22,995 | |||||||
Stock option forfeiture (note 16) | 19,406 | 19,406 | ||||||
Balance at Sep. 30, 2023 | $ 0 | $ 1,744 | $ 59,462,708 | $ (1,577) | $ 1,614,252 | $ (44,654,242) | $ (8,580) | $ 16,414,305 |
Balance, shares at Sep. 30, 2023 | 100 | 17,436,805 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Operating Activities | |||
Net Loss | $ (11,270,023) | $ (9,067,588) | |
Adjustments to reconcile net loss to net cash from operating activities: | |||
Shares, options and warrants issued for services | 4,711,868 | 3,768,536 | |
Depreciation and amortization | 1,019,556 | 533,094 | |
Accrued interest | 23,567 | ||
Change in operating lease | (16,004) | (220,458) | |
Adjustments to reconcile net income loss to cash provided by (used in) operating activities | (5,554,603) | (4,962,849) | |
Changes in operating assets and liabilities (note 10) | (2,639,744) | (1,398,690) | |
Net cash used in operating activities | (8,194,347) | (6,361,539) | |
Cash Flows from Investing Activities | |||
Investments | (66,308) | ||
Purchase of property and equipment | (3,446,161) | (10,212,245) | |
Net cash used in investing activities | (3,512,469) | (10,212,245) | |
Financing Activities | |||
Shareholder assumption of debt | (43,904) | 14,099 | |
Loan payable | 5,300,000 | ||
Repayments on loan payable | (28,387) | $ (263,211) | |
Proceeds from issuance of common stock | 95,541 | ||
Net cash received from financing activities | 51,637 | 5,285,712 | |
Change in cash | (11,655,179) | (11,288,072) | |
Cash, restricted cash and cash equivalents - beginning of year | 14,620,757 | 28,567,333 | 28,567,333 |
Cash, restricted cash and cash equivalents end of period | 2,965,578 | 17,279,261 | $ 14,620,757 |
Supplemental Disclosure of non-cash investing and financing Activities | |||
Shares issued for purchase of software | 72,467 | 430,068 | |
Shares base compensation | 3,470,533 | 1,276,709 | |
Cashless warrant exercise | $ 37,000 |
Basis of Presentation and Busin
Basis of Presentation and Business Condition | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Business Condition | 1. Basis of Presentation and Business Condition a) Interim Financial Information The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments and reclassifications considered necessary in order to make the financial statements not misleading and for a fair and comparable presentation have been included and are of a normal recurring nature. Operating results for the three- and nine-month periods ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 31, 2023. Worksport Ltd. (together with its subsidiaries, the “Company”) was incorporated in the State of Nevada on April 2, 2003 under the name Franchise Holdings International, Inc. (“FNHI”). In May 2020, FNHI changed its name to Worksport Ltd. During the year ended December 31, 2014, the Company completed a reverse acquisition transaction (the “Reverse Acquisition”) with TruXmart Ltd. (“TruXmart”). On May 2, 2018, TruXmart legally changed its name to Worksport Ltd. (“Worksport”). Worksport designs and distributes truck tonneau covers in Canada and the United States. On May 21, 2021, the Board of Directors authorized the submission of a Certificate of Change/Amendment to the Nevada Secretary of State in which the Company sought to affect a reverse split of its common stock at the rate of 1-for-20 for the purpose of increasing the per share price for the Company’s stock in an effort to meet the minimum listing requirements of the NASDAQ. The Certificate of Change was submitted to the Nevada Secretary of State on May 21, 2021, and the FINRA corporate action was announced on August 3, 2021. FINRA declared the 1-for-20 reverse stock split effective on August 4, 2021. Terravis Energy, Inc. (“Terravis”) was incorporated in the State of Colorado on May 5, 2021. On August 20, 2021, the Company was issued 100 0.0001 9,990,900 0.0001 On January 20, 2022, the Board of Directors of Terravis and the Board of Directors of the Company, as the sole stockholder of Terravis, adopted the Terravis Energy, Inc. 2022 Equity Incentive Plan (the “Terravis 2022 Plan”). Under the Terravis 2022 Plan, Terravis’ Board of Directors or a committee designated by the Board of Directors may grant incentive stock options, nonqualified stock options, shares of restricted stock, restricted stock units, performance shares, performance units and stock appreciation rights to eligible participants consisting of employees of Terravis, member of Terravis’ Board of Directors, advisors and consultants to Terravis. The Terravis Board of Directors authorized and reserved 1,500,000 On April 6, 2022, Lorenzo Rossi and Steven Rossi, both of whom are members of Terravis’ Board of Directors, were granted non-qualified stock options under the Terravis 2022 Plan exercisable for 750,000 250,000 0.01 On April 12, 2022, Steven Rossi, William Caragol, and Ned L. Siegel, all of whom are members of Terravis’ Board of Directors, were granted non-qualified stock options under the Terravis 2022 Plan exercisable for 250,000 50,000 50,000 0.01 On November 4, 2022, Terravis filed an amendment to its articles of incorporation with the Colorado Secretary of State, pursuant to which the Terravis Board of Directors attached a certificate of designation designating 1,000 0.0001 51 49 1,000 During the year ended December 31, 2022, Worksport New York Operations Corporation and Worksport USA Operations Corporation were incorporated in the states of New York and Colorado, respectively. During the year ended December 31, 2022, the Company was issued 1,000 0.0001 10,000 b) Statement of Compliance The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) as issued by the Financial Accounting Standards Board (“FASB”). c) Basis of Measurement The Company’s financial statements have been prepared on the accrual basis. d) Consolidation The Company’s condensed consolidated financial statements consolidate the accounts of the Company. All intercompany transactions, balances and unrealized gains or losses from intercompany transactions have been eliminated upon consolidation. e) Functional and Reporting Currency These condensed consolidated financial statements are presented in United States dollars (USD or US$). The functional currency of the Company and its subsidiaries are United States dollar. For purposes of preparing these condensed consolidated financial statements, transactions denominated in Canadian dollars (CAD or C$) were converted to United States dollars at the spot rate. Transaction gains and losses resulting from fluctuations in currency exchange rates on transactions denominated in currencies other than the functional currency are recognized as incurred in the accompanying condensed consolidated statement of operations. f) Use of Estimates The preparation of condensed unaudited financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed interim financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 2. Going Concern As of September 30, 2023, the Company had $ 2,965,578 44,654,242 The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. During the three and nine months ended September 30, 2023, the Company had net loss es 3,949,298 2,877,660 11,270,023 9,067,588 had 330,423 15,870,377 44,654,242 33,384,219 The Company has historically operated at a loss, although that may change as sales volumes increase. As of September 30, 2023, the Company had working capital of $ 330,423 15,870,377 44,654,242 33,384,219 2,965,578 14,620,757 started to generate The Company has successfully raised cash, and it is positioned to do so again if deemed necessary or strategically advantageous. During the year ended December 31, 2021, the Company, through its Reg-A public offering, private placement offering, underwritten public offering, and exercises of warrants, raised an aggregate of approximately $ 32,500,000 30,000,000 13,000,000 3.0 27,429 95,541 On November 2, 2023, the Company closed a sale of 1,925,000 1,575,000 4,261,542 7,000,000 7,000,000 1.34 To date, the Company’s principal sources of liquidity consist of net proceeds from public and private securities offerings and cash exercises of outstanding warrants. During the nine months ended September 30, 2023, the Company received nominal proceeds from public offerings, private placement offerings, and from the exercise of any outstanding warrants or options. Management is focused on transitioning towards revenue as its principal source of liquidity by growing existing product offerings as well as the Company’s customer base. The Company cannot give assurance that it can increase its cash balances or limit its cash consumption and thus maintain sufficient cash balances for planned operations or future business developments. Future business development and demands may lead to cash utilization at levels greater than recently experienced. The Company may need to raise additional capital in the future. However, the Company cannot provide assurances it will be able to raise additional capital on acceptable terms, or at all. The Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. Still, certain factors indicate the existence of a material uncertainty that cast substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. These adjustments could be material. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 3. Significant Accounting Policies The accounting polices used in the preparation of these condensed consolidated interim financial statements are consistent with those of the Company’s audited financial statements for the year ended December 31, 2022. |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | 4. Inventory As of September 30, 2023 and December 31, 2022, inventory consists of the following: Schedule of Inventory September 30, 2023 December 31, 2022 Finished goods $ 1,340,133 $ 1,200,759 Promotional items 101,660 50,790 Raw materials 2,110,276 94,823 Inventory $ 3,552,069 $ 1,346,372 |
Prepaid expenses and deposits
Prepaid expenses and deposits | 9 Months Ended |
Sep. 30, 2023 | |
Prepaid Expenses And Deposits | |
Prepaid expenses and deposits | 5. Prepaid expenses and deposits As of September 30, 2023 and December 31, 2022, prepaid expenses and deposits consists of the following: Schedule of Prepaid Expenses and Deposits September 30, 2023 December 31, 2022 Consulting, services and advertising $ - $ 1,313,799 Insurance - 20,781 Deposit 694,343 699,765 Prepaid expenses and deposits, net $ 694,343 $ 2,034,345 As of September 30, 2023, prepaid expenses and deposits consists of $ 0 1,313,799 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 6. Property and Equipment As of September 30, 2023 and December 31, 2022, major classes of property and equipment consist of the following: Schedule of Property and Equipment September 30, 2023 December 31, 2022 Equipment $ 5,756,529 $ 2,344,946 Furniture 215,549 143,449 Product molds 515,072 122,675 Computers 91,659 78,885 Leasehold improvements 838,058 675,751 Building 6,079,410 6,079,410 Land 2,239,405 2,239,405 Automobile 168,497 168,497 Deposits - 605,000 Property and Equipment, gross Less accumulated depreciation (1,575,080 ) (557,346 ) Property and Equipment, net $ 14,329,099 $ 11,900,672 |
Promissory Notes
Promissory Notes | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Promissory Notes | 7. Promissory Notes The following tables shows the balance of the notes payable as of September 30, 2023, December 31, 2022, and December 31, 2021: Schedule of Notes Payable Balance as of December 31, 2021 $ 263,211 Settlement (263,211 ) Balance as of December 31, 2022 and September 30, 2023 $ - During the year ended December 31, 2022, the Company and the promissory note holder reached an agreement to settle all outstanding promissory notes and interest for $ 100,000 163,211 139,121 During the year ended December 31, 2019, the note holder advanced $ 88,120 During the year ended December 31, 2016, the Company issued a secured promissory note in the principal amount of $ 73,452 123,231 22,639 30,884 18 nil nil During the year ended December 31, 2016, the Company issued secured promissory notes in the aggregate principal amount of $ 79,000 18 nil |
Shareholders_ Equity (Deficit)
Shareholders’ Equity (Deficit) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Shareholders’ Equity (Deficit) | 8. Shareholders’ Equity (Deficit) During nine months ended September 30, 2023, the following transactions occurred: During the nine months ended September 30, 2023, the Company sold 27,429 95,541 30,000,000 and prospectus supplement covering the offering, issuance and sale of up to 13,000,000 The Company recognized consulting expense of $ 1,022,963 250,000 635,000 Refer to notes 16 for additional shareholders’ equity (deficit). During nine months ended September 30, 2022, the following transactions occurred: During the nine months ended September 30, 2022, the Company issued 10,000 86,000 66,329 80,000 240,000 During the nine months ended September 30, 2022, the Company issued 45,000 260,100 During the nine months ended September 30, 2022, the Company recognized consulting expenses of $ 186,107 Refer to note 16 for additional shareholders’ equity (deficit). As of September 30, 2023, the Company was authorized to issue 299,000,000 0.0001 100 100,000 0.0001 299 10,000 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 9. Related Party Transactions During the nine months ended September 30, 2023, the Company recorded salaries expense of $ 299,505 231,432 210,719 192,589 2,192 46,096 Refer to note 16 for additional related party transactions. |
Changes in Cash Flows from Oper
Changes in Cash Flows from Operating Assets and Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Changes in Cash Flows from Operating Assets and Liabilities | 10. Changes in Cash Flows from Operating Assets and Liabilities The changes to the Company’s operating assets and liabilities for the nine months ended September 30, 2023 and 2022 are as follows: Schedule of Changes in Operating Assets and Liabilities 2023 2022 Decrease (increase) in accounts receivable $ (455,509 ) $ (390 ) Decrease (increase) in other receivable 103,998 (94,150 ) Decrease (increase) in inventory (2,205,697 ) (785,014 ) Decrease (increase) in prepaid expenses and deposits 26,200 (1,063,680 ) Increase (decrease) in lease liability - 8,737 Increase (decrease) in taxes payable 43,738 (112,189 ) Increase (decrease) in accounts payable and accrued liabilities (152,474 ) 647,996 Changes in operating assets and liabilities $ (2,639,744 ) $ (1,398,690 ) |
Investments
Investments | 9 Months Ended |
Sep. 30, 2023 | |
Investments, All Other Investments [Abstract] | |
Investments | 11. Investments a) During the year ended December 31, 2019, the Company entered into an agreement to purchase 10,000,000 50,000 10 24,423 b) During the nine months ended September 30, 2023, the Company purchased $ 66,308 90,000 2,818 3,825 |
Operating Lease Obligations
Operating Lease Obligations | 9 Months Ended |
Sep. 30, 2023 | |
Operating Lease Obligations | |
Operating Lease Obligations | 12. Operating Lease Obligations During the year ended December 31, 2019, the Company signed a lease agreement for warehouse space to commence on August 1, 2019 and end on July 31, 2022 2,221 May 31, 2024 19,910 During the year ended December 31, 2022, the Company signed a lease agreement for approximately 20,296 June 1, 2022 22,101 4,418 The Company has accounted for its leases upon adoption of ASC 842 whereby it recognizes a lease liability and a right-of-use asset at the date of initial application beginning January 1, 2019. The lease liability is measured at the present value of the remaining lease payments, discounted using the Company’s incremental borrowing rate of 10 The Company’s right-of-use asset and lease liability as of September 30, 2023, and December 31, 2022, are as follows: Schedule Right-of-use Asset September 30, 2023 December 31, 2022 Right-of-use asset $ 968,009 $ 1,238,055 Current lease liability $ 342,010 $ 387,329 Long-term lease liability $ 643,415 $ 884,146 The following is a summary of the Company’s total lease costs: Schedule of Lease Costs September 30, 2023 September 30, 2022 Operating lease cost $ 368,984 $ 283,145 The following is a summary of cash paid during the nine months ended September 30, 2023 and 2022 for amounts included in the measurement of lease liabilities: Schedule of Measurement of Lease Liabilities September 30, 2023 September 30, 2022 Operating cashflow $ 378,102 $ 277,974 The following are future minimum lease payments as of September 30, 2023: Schedule of Future Minimum Lease Payments 2023 $ 124,043 2024 361,298 2025 269,645 2026 277,767 2027 117,158 Total future minimum lease payments 1,149,911 Less: amount representing interest (164,486 ) Present value of future payments 985,425 Current portion 342,010 Long term portion $ 643,415 |
Loan payable
Loan payable | 9 Months Ended |
Sep. 30, 2023 | |
Loan Payable | |
Loan payable | 13. Loan payable a) During the year ended December 31, 2022, the Company entered into a loan agreement with a third party for the purchase of property located in West Seneca, New York, the details of which are disclosed in the Company’s Form 8-K filed with the United States Securities and Exchange Commission on May 11, 2022. The Company received $ 5,300,000 2.25 May 10, 2024, 667,409 869,728 411,016 b) During the year ended December 31, 2020, the Company received $ 28,387 40,000 25 28,387 40,000 7,493 10,000 |
Loss per Share
Loss per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Loss per Share | 14. Loss per Share For the three and nine months ended September 30, 2023, basic and diluted loss per share is $ 0.23 and $ 0.65 compared to the three and nine months ended September 30, 2022 having basic and diluted loss per share of $ 0.17 and $ 0.53 . These losses per share are calculated using the weighted average number of shares of 17,429,685 and 17,252,521 for the three and nine months ended September 30, 2023, respectively, and weighted average number of shares of 17,164,505 and 17,059,021 for the three and nine months ended September 30, 2022, respectively. For the periods presented, our potentially dilutive shares relating to stock options and restricted stock units were not included in the computation of diluted net loss per share, as the effect of including these shares in the calculation would have been anti-dilutive. The potentially dilutive shares totaling 20,541,911 and 20,254,411 for the three and nine months ended September 30, 2023 were excluded from the calculation of diluted net loss per share. There are 299,000,000 shares authorized and 17,436,805 and 17,189,104 shares issued and outstanding, as of September 30, 2023 and 2022, respectively. The computation of loss per share is based on the weighted average number of shares outstanding during the period in accordance with ASC Topic No. 260, “Earnings Per Share.” Shares underlying the Company’s outstanding warrants and stock options were excluded due to the anti-dilutive effect they would have on the computation. As of September 30, 2023, the Company has 3,939,924 warrants convertible to 4,239,924 shares of common stock, 170,212 restricted stock to be issued, 300,000 performance stock units and stock options exercisable for 3,576,256 shares of common stock, for a total underlying shares of common stock of 8,286,392 . As of September 30, 2022, the Company had 4,439,924 warrants convertible to 5,239,914 common shares, 772,500 stock options exercisable for 772,500 common shares and performance stock units of 700,000 for 700,000 common shares, for a total underlying common shares of 6,712,414 . |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2023 | |
Warrants | |
Warrants | 15. Warrants During the nine months ended September 30, 2023, the Company and a stock options holder reached an agreement to cancel all 400,000 300,000 During the year ended December 31, 2022, an aggregate of 250,121 73,321 1,599,179 During the year ended December 31, 2022, the Company and a warrant holder reached an agreement to extend the exercisable period of 300,000 2 During the year ended December 31, 2021, the Company and warrant holder reached an agreement to amend a previous warrant agreement. The Company issued an additional 150,000 250,000 37,000 The exercisable period of the warrants was also amended to a period of five years beginning on January 14, 2021 1 2 73,321 During the year ended December 31, 2021, the Company issued 130,909 130,909 6.05 273,993 As of September 30, 2023, the Company has the following warrants outstanding: Schedule of Warrants Exercise Price Exercise price Number outstanding Remaining Contractual Life (Years) Expiry date $ 6.05 3,446,515 0.85 August 3, 2024 $ 6.05 130,909 0.85 August 6, 2024 $ 4.00 300,000 1.26 December 31, 2024 $ 2.40 62,500 1.47 March 20, 2025 3,939,924 0.89 Schedule of Warrants Activity September 30, 2023 December 31, 2022 Number of warrants Weighted average price Number of warrants Weighted average price Balance, beginning of year 3,939,924 $ 5.84 5,652,827 $ 5.14 Issuance - $ - 130,909 $ 6.05 Expired - $ - (1,593,691 ) $ (4.00 ) Exercise - $ - (250,121 ) $ (2.00 ) Balance, end of period 3,939,924 $ 5.84 3,939,924 $ 5.84 |
Stock Options and Performance S
Stock Options and Performance Share Units | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Options and Performance Share Units | 16. Stock Options and Performance Share Units Under the Company’s 2015, 2021 and 2022 Equity Incentive Plans, the number of shares of common stock reserved for issuance under the option plan shall not exceed 10% of the issued and outstanding shares of common stock of the Company, have a maximum term of 10 years, and vest at the discretion of the Board of Directors All equity-settled, share-based payments are ultimately recognized as an expense in the statement of operations with a corresponding credit to “Additional Paid in Capital.” If vesting periods or other non-market vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the number of share options expected to vest. Estimates are subsequently revised if there is any indication that the number of share options expected to vest differs from previous estimates. Any cumulative adjustment prior to vesting is recognized in the current period. No adjustment is made to any expense recognized in prior periods if share options ultimately exercised are different than that estimated on vesting. Performance Share Units On May 1, 2023, the Company and Steven Rossi reached an agreement to modify 1,600,000 400,000 2,000,000 On November 11, 2022, 700,000 The PSUs vest in 5% increments according to the modified schedule that correlates with the Company’s stock price. The first 5% of the PSUs vest upon the Company’s stock price closing at $2.25, 50% will have vested at a closing price of $5.31, and 100% will have vested at a closing price of $13.76 100,000 1,254,460 75,000 128,433 0 On December 29, 2021, the Company granted 400,000 300,000 The PSUs were to vest in 5% increments according to a schedule that correlates with the Company’s stock price. The first 5% of the PSUs was to have vested upon the Company’s stock price closing at $3.00, 50% was to have vested at a closing price of $16.50, and 100% was to have vested at a closing price of $31.50. 1,344,570 0 201,686 Stock Options The Company uses the Black-Scholes option pricing model to determine fair value of stock options on the grant date. During the nine months ended September 30, 2023, the Company issued 321,150 2.55 4.20 321,150 5 10 The options shall vest in two equal installments on the first and second anniversary of the grant date. 10,000 of the stock options will vest entirely on September 27, 2024, 47,000 of the stock options shall vest in three installments 15,000 will vest on first and second anniversary of grant date, with the remaining 17,000 to vest on the third anniversary of grant date 1,116,856 100,901 During the nine months ended September 30, 2023, the Company issued 2,000,000 1.74 May 1, 2033 The options shall vest in increments of 10% for each dollar that the Company’s stock price increases between $2.00 and $11.00, as measured using the volume weighted average of the Company’s common stock for ten consecutive trading days. 2,821,572 658,367 During the nine months ended September 30, 2023, the Company issued 75,000 2.43 May 18, 2033 The options shall vest in two installments, 25,000 on May 18, 2024, and 50,000 on August 1, 2024. 182,025 22,380 During the nine months ended September 30, 2023, the Company issued 65,000 1.53 March 14, 2033 The options shall vest in two equal installments on March 14, 2024, and 2025 98,670 24,130 15,000 19,406 During the nine months ended September 30, 2023, the Company issued 85,106 1.53 March 14, 2033 The options shall vest in two installments; a) one fiscal quarter in which the Company generates $3,600,000 in sales with at least 20% unit margin and b) one fiscal quarter in which the Company generates $5,400,000 in sales with at least 30% unit margin 129,191 56,557 During the nine months ended September 30, 2023, the Company issued 300,000 1.66 January 30, 2028 The options shall vest in three equal installments on January 30, 2023, March 1, 2023, and September 1, 2023 486,600 486,600 During the nine months ended September 30, 2023, the Company issued 360,000 1.66 January 30, 2033 The options shall vest in six equal installments on January 30, 2023, July 31, 2023, January 30, 2024, July 30, 2024, January 30, 2025, and July 30, 2025 592,560 157,799 During the year ended December 31, 2022, the Company granted 10,000 50,000 2.19 2.37 February 7, 2027 May 5, 2032 21,780 261,400 0 283,180 During the year ended December 31, 2022, the Company granted 12,500 1.60 November 29, 2032 The options are earned in four equal installments on February 27, 2023, May 29, 2023, August 29, 2023, and November 27, 2023. The options shall vest one year after being earned on February 27, 2024, May 29, 2024, August 29, 2024, and November 27, 2024 18,725 14,159 0 During the year ended December 31, 2022, Terravis Energy, Inc., a subsidiary of the Company, granted an aggregate of 1,350,000 0.01 April 12, 2032 On July 23, 2021, the Company granted 15,000 5.50 July 23, 2026 The stock options vested on January 1, 2022 129,480 0 799 On August 6, 2021, the Company granted 140,000 5.50 August 6, 2026 754,189 0 5,096 On September 1, 2021, the Company granted 400,000 5.32 September 1, 2026 100,000 100,000 100,000 100,000 2,112,000 87,514 790,541 400,000 300,000 On October 7 and November 2, 2021, the Company granted advisors 5,000 62,500 5.50 5.24 October 7, 2026 November 2, 2026 353,230 0 32,856 On December 29, 2021, the Company granted an aggregate of 90,000 2.51 December 29, 2026 10,000 10,000 10,000 224,280 56,326 56,326 Schedule of Stock Options Activity September 30, 2023 December 31, 2022 Number of Weighted Number of Weighted Balance, beginning of year 785,000 $ 4.74 712,500 $ 5.00 Granted 3,206,256 $ 1.91 72,500 $ 2.21 Cancelled (415,000 ) $ (5.18 ) - $ - Balance, end of period 3,576,256 $ 2.15 785,000 $ 4.74 Schedule of Share-based Payment Arrangement, Option, Exercise Price Range Range of Exercise prices Outstanding Weighted average life (years) Weighted average exercise price Exercisable on September 30, 2023 Stock options $ 1.53 5.50 3,576,256 8.30 $ 2.15 1,132,500 As of September 30, 2023 and December 31, 2022, Terravis Energy Inc. has the following options outstanding: Schedule of Stock Options Activity September 30, 2023 December 31, 2022 Number of Weighted Number of Weighted Balance, beginning of year 1,350,000 $ 0.01 - $ - Granted - $ - 1,350,000 $ 0.01 Balance, end of period 1,350,000 $ 0.01 1,350,000 $ 0.01 Schedule of Share-based Payment Arrangement, Option, Exercise Price Range Range of Exercise prices Outstanding Weighted average life (years) Weighted average exercise price Exercisable on September 30, 2023 Stock options $ 0.01 1,350,000 8.53 $ 0.01 1,350,000 |
Rental Income
Rental Income | 9 Months Ended |
Sep. 30, 2023 | |
Rental Income | |
Rental Income | 17. Rental Income During the year ended December 31, 2022, the Company entered into a sublease agreement for its warehouse in Mississauga, Ontario, Canada. The sublease commenced on September 15, 2022, May 31, 2024 15,515 19,992 During the year ended December 31, 2022, the Company entered into a lease agreement in relation to its West Seneca property. Initially, the Company entered into a lease agreement with a third-party from July 1 to December 31, 2022 33,750 During the nine months ended September 30, 2023, the Company recognized rental income of $ 139,892 204,770 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. Subsequent Events The Company has evaluated subsequent events through November 14, 2023. The following events occurred after the quarter-ended September 30, 2023: ● Subsequent to September 30, 2023, the Company sold a total of 71,698 118,697 30,000,000 13,000,000 ● Subsequent to September 30, 2023, 47,000 168,213 ● On October 31, 2023, the Company granted 10,000 1.44 ● On November 2, 2023, the Company closed a sale of 1,925,000 1,575,000 4,261,542 7,000,000 7,000,000 1.34 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | As of September 30, 2023 and December 31, 2022, inventory consists of the following: Schedule of Inventory September 30, 2023 December 31, 2022 Finished goods $ 1,340,133 $ 1,200,759 Promotional items 101,660 50,790 Raw materials 2,110,276 94,823 Inventory $ 3,552,069 $ 1,346,372 |
Prepaid expenses and deposits (
Prepaid expenses and deposits (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Prepaid Expenses And Deposits | |
Schedule of Prepaid Expenses and Deposits | As of September 30, 2023 and December 31, 2022, prepaid expenses and deposits consists of the following: Schedule of Prepaid Expenses and Deposits September 30, 2023 December 31, 2022 Consulting, services and advertising $ - $ 1,313,799 Insurance - 20,781 Deposit 694,343 699,765 Prepaid expenses and deposits, net $ 694,343 $ 2,034,345 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | As of September 30, 2023 and December 31, 2022, major classes of property and equipment consist of the following: Schedule of Property and Equipment September 30, 2023 December 31, 2022 Equipment $ 5,756,529 $ 2,344,946 Furniture 215,549 143,449 Product molds 515,072 122,675 Computers 91,659 78,885 Leasehold improvements 838,058 675,751 Building 6,079,410 6,079,410 Land 2,239,405 2,239,405 Automobile 168,497 168,497 Deposits - 605,000 Property and Equipment, gross Less accumulated depreciation (1,575,080 ) (557,346 ) Property and Equipment, net $ 14,329,099 $ 11,900,672 |
Promissory Notes (Tables)
Promissory Notes (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | The following tables shows the balance of the notes payable as of September 30, 2023, December 31, 2022, and December 31, 2021: Schedule of Notes Payable Balance as of December 31, 2021 $ 263,211 Settlement (263,211 ) Balance as of December 31, 2022 and September 30, 2023 $ - |
Changes in Cash Flows from Op_2
Changes in Cash Flows from Operating Assets and Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Changes in Operating Assets and Liabilities | The changes to the Company’s operating assets and liabilities for the nine months ended September 30, 2023 and 2022 are as follows: Schedule of Changes in Operating Assets and Liabilities 2023 2022 Decrease (increase) in accounts receivable $ (455,509 ) $ (390 ) Decrease (increase) in other receivable 103,998 (94,150 ) Decrease (increase) in inventory (2,205,697 ) (785,014 ) Decrease (increase) in prepaid expenses and deposits 26,200 (1,063,680 ) Increase (decrease) in lease liability - 8,737 Increase (decrease) in taxes payable 43,738 (112,189 ) Increase (decrease) in accounts payable and accrued liabilities (152,474 ) 647,996 Changes in operating assets and liabilities $ (2,639,744 ) $ (1,398,690 ) |
Operating Lease Obligations (Ta
Operating Lease Obligations (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Operating Lease Obligations | |
Schedule Right-of-use Asset | The Company’s right-of-use asset and lease liability as of September 30, 2023, and December 31, 2022, are as follows: Schedule Right-of-use Asset September 30, 2023 December 31, 2022 Right-of-use asset $ 968,009 $ 1,238,055 Current lease liability $ 342,010 $ 387,329 Long-term lease liability $ 643,415 $ 884,146 |
Schedule of Lease Costs | The following is a summary of the Company’s total lease costs: Schedule of Lease Costs September 30, 2023 September 30, 2022 Operating lease cost $ 368,984 $ 283,145 |
Schedule of Measurement of Lease Liabilities | The following is a summary of cash paid during the nine months ended September 30, 2023 and 2022 for amounts included in the measurement of lease liabilities: Schedule of Measurement of Lease Liabilities September 30, 2023 September 30, 2022 Operating cashflow $ 378,102 $ 277,974 |
Schedule of Future Minimum Lease Payments | The following are future minimum lease payments as of September 30, 2023: Schedule of Future Minimum Lease Payments 2023 $ 124,043 2024 361,298 2025 269,645 2026 277,767 2027 117,158 Total future minimum lease payments 1,149,911 Less: amount representing interest (164,486 ) Present value of future payments 985,425 Current portion 342,010 Long term portion $ 643,415 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Warrants | |
Schedule of Warrants Exercise Price | As of September 30, 2023, the Company has the following warrants outstanding: Schedule of Warrants Exercise Price Exercise price Number outstanding Remaining Contractual Life (Years) Expiry date $ 6.05 3,446,515 0.85 August 3, 2024 $ 6.05 130,909 0.85 August 6, 2024 $ 4.00 300,000 1.26 December 31, 2024 $ 2.40 62,500 1.47 March 20, 2025 3,939,924 0.89 |
Schedule of Warrants Activity | Schedule of Warrants Activity September 30, 2023 December 31, 2022 Number of warrants Weighted average price Number of warrants Weighted average price Balance, beginning of year 3,939,924 $ 5.84 5,652,827 $ 5.14 Issuance - $ - 130,909 $ 6.05 Expired - $ - (1,593,691 ) $ (4.00 ) Exercise - $ - (250,121 ) $ (2.00 ) Balance, end of period 3,939,924 $ 5.84 3,939,924 $ 5.84 |
Stock Options and Performance_2
Stock Options and Performance Share Units (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Schedule of Stock Options Activity | Schedule of Stock Options Activity September 30, 2023 December 31, 2022 Number of Weighted Number of Weighted Balance, beginning of year 785,000 $ 4.74 712,500 $ 5.00 Granted 3,206,256 $ 1.91 72,500 $ 2.21 Cancelled (415,000 ) $ (5.18 ) - $ - Balance, end of period 3,576,256 $ 2.15 785,000 $ 4.74 |
Schedule of Share-based Payment Arrangement, Option, Exercise Price Range | Schedule of Share-based Payment Arrangement, Option, Exercise Price Range Range of Exercise prices Outstanding Weighted average life (years) Weighted average exercise price Exercisable on September 30, 2023 Stock options $ 1.53 5.50 3,576,256 8.30 $ 2.15 1,132,500 |
Terravis Energy, Inc. [Member] | |
Schedule of Stock Options Activity | As of September 30, 2023 and December 31, 2022, Terravis Energy Inc. has the following options outstanding: Schedule of Stock Options Activity September 30, 2023 December 31, 2022 Number of Weighted Number of Weighted Balance, beginning of year 1,350,000 $ 0.01 - $ - Granted - $ - 1,350,000 $ 0.01 Balance, end of period 1,350,000 $ 0.01 1,350,000 $ 0.01 |
Schedule of Share-based Payment Arrangement, Option, Exercise Price Range | Schedule of Share-based Payment Arrangement, Option, Exercise Price Range Range of Exercise prices Outstanding Weighted average life (years) Weighted average exercise price Exercisable on September 30, 2023 Stock options $ 0.01 1,350,000 8.53 $ 0.01 1,350,000 |
Basis of Presentation and Bus_2
Basis of Presentation and Business Condition (Details Narrative) - $ / shares | Nov. 04, 2022 | May 21, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | Apr. 12, 2022 | Apr. 06, 2022 | Apr. 01, 2022 | Jan. 20, 2022 | Aug. 20, 2021 |
Common stock, shares, issued | 17,436,805 | 17,159,376 | 10,000 | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.01 | $ 0.01 | |||||
Common stock, shares authorized | 299,000,000 | 299,000,000 | |||||||
Terravis Energy, Inc. [Member] | |||||||||
Voting percentage | 49% | ||||||||
Series A Preferred Stock [Member] | |||||||||
Preferred stock, shares authorized | 100,100 | 100,100 | |||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||||
Series A Preferred Stock [Member] | Preferred Stock [Member] | |||||||||
Preferred stock, shares authorized | 1,000 | ||||||||
Preferred stock, par value | $ 0.0001 | ||||||||
Preferred stock, shares outstanding percentage | 51% | ||||||||
Lorenzo Rossi [Member] | |||||||||
Number of options, exercisable | 750,000 | ||||||||
Steven Rossi [Member] | |||||||||
Number of options, exercisable | 250,000 | 250,000 | |||||||
William Caragol [Member] | |||||||||
Number of options, exercisable | 50,000 | ||||||||
Ned L. Siegel [Member] | |||||||||
Number of options, exercisable | 50,000 | ||||||||
Terravis 2022 Plan [Member] | |||||||||
Common stock, shares authorized | 1,500,000 | ||||||||
FINRA [Member] | |||||||||
Stockholders' Equity, Reverse Stock Split | the 1-for-20 reverse stock split effective on August 4, 2021. | ||||||||
Terravis Energy, Inc. [Member] | |||||||||
Common stock, shares, issued | 9,990,900 | 100 | |||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||
Worksport USA Operations [Member] | |||||||||
Common stock, shares, issued | 1,000 | ||||||||
Common stock, par value | $ 0.0001 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Nov. 14, 2023 | Nov. 02, 2023 | Oct. 13, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Cash and cash equivalents | $ 2,965,578 | $ 2,965,578 | $ 14,620,757 | |||||||
Accumulated deficit | 44,654,242 | 44,654,242 | 33,384,219 | |||||||
Net loss | 3,949,298 | $ 2,877,660 | 11,270,023 | $ 9,067,588 | ||||||
Working capital | 330,423 | 330,423 | 15,870,377 | |||||||
Proceeds from other equity | 32,500,000 | |||||||||
Number of new stock issued, value | $ 30,000,000 | $ 88,409 | 95,541 | |||||||
Value of sold and issued shares | $ 95,541 | |||||||||
Warrant issues | 3,939,924 | 3,939,924 | ||||||||
Subsequent Event [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Value of sold and issued shares | $ 118,697 | |||||||||
Number of new stock issued | 71,698 | |||||||||
Common Stock [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Net loss | ||||||||||
Number of new stock issued, value | $ 30,000,000 | $ 2 | $ 3 | |||||||
The number of shares sold | 13,000,000 | |||||||||
Number of new stock issued | 22,995 | 27,429 | ||||||||
Common Stock [Member] | Subsequent Event [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Number of new stock issued, value | $ 4,261,542 | |||||||||
The number of shares sold | 1,925,000 | |||||||||
Number of new stock issued | 1,575,000 | |||||||||
Warrant [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Number of new stock issued, value | $ 273,993 | |||||||||
Warrant convertible | 250,121 | |||||||||
Warrant [Member] | Subsequent Event [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Warrant issues | 7,000,000 | |||||||||
Warrant convertible | 7,000,000 | |||||||||
Exercise price | $ 1.34 | |||||||||
Market Offering Agreement [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Number of new stock issued, value | $ 13,000,000 | $ 13,000,000 | ||||||||
Gross sales price, percentage | 3% | |||||||||
ATM Agreement [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
The number of shares sold | 27,429 | |||||||||
Value of sold and issued shares | $ 95,541 |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 1,340,133 | $ 1,200,759 |
Promotional items | 101,660 | 50,790 |
Raw materials | 2,110,276 | 94,823 |
Inventory | $ 3,552,069 | $ 1,346,372 |
Schedule of Prepaid Expenses an
Schedule of Prepaid Expenses and Deposits (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Prepaid Expenses And Deposits | ||
Consulting, services and advertising | $ 1,313,799 | |
Insurance | 20,781 | |
Deposit | 694,343 | 699,765 |
Prepaid expenses and deposits, net | $ 694,343 | $ 2,034,345 |
Prepaid expenses and deposits_2
Prepaid expenses and deposits (Details Narrative) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Prepaid Expenses And Deposits | ||
Prepaid expenses and deposits | $ 0 | $ 1,313,799 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Less accumulated depreciation | $ (1,575,080) | $ (557,346) |
Property and Equipment, net | 14,329,099 | 11,900,672 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 5,756,529 | 2,344,946 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 215,549 | 143,449 |
Product Molds [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 515,072 | 122,675 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 91,659 | 78,885 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 838,058 | 675,751 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 6,079,410 | 6,079,410 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 2,239,405 | 2,239,405 |
Automobiles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 168,497 | 168,497 |
Deposits [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | $ 605,000 |
Schedule of Notes Payable (Deta
Schedule of Notes Payable (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |||
Balance | $ 263,211 | $ 263,211 | |
Settlement | $ (28,387) | (263,211) | |
Balance |
Promissory Notes (Details Narra
Promissory Notes (Details Narrative) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2019 USD ($) | Dec. 31, 2018 USD ($) | Dec. 31, 2018 CAD ($) | Dec. 31, 2016 USD ($) | Dec. 31, 2016 CAD ($) | |
Debt Instrument [Line Items] | ||||||||||
Gain (loss) on extinguishment of debt | $ 7,493 | |||||||||
Promissory Note Holders [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Gain (loss) on extinguishment of debt | $ 139,121 | |||||||||
Secured Promissory Note [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Secured debt | $ 88,120 | $ 73,452 | $ 123,231 | |||||||
Outstanding principal amount | ||||||||||
Interest Payable | ||||||||||
Secured Promissory Note [Member] | Promissory Note Holders [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Repayments of secured debt | 100,000 | |||||||||
Gain (loss) on extinguishment of debt | 163,211 | |||||||||
Promissory Note [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Outstanding principal amount | $ 22,639 | $ 30,884 | ||||||||
Unsecured Promissory Note [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt interest rate | 18% | 18% | ||||||||
Secured Promissory Note One [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Secured debt | $ 79,000 | |||||||||
Outstanding principal amount | ||||||||||
Debt interest rate | 18% | 18% |
Shareholders_ Equity (Deficit)
Shareholders’ Equity (Deficit) (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Oct. 13, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Apr. 12, 2022 | Apr. 06, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Value of sold and issued shares | $ 95,541 | |||||||||
Number of common shares issued | $ 30,000,000 | $ 88,409 | 95,541 | |||||||
Value of shares issued for services | $ 858,413 | $ 398,901 | $ 3,451,127 | 1,816,262 | ||||||
Share issuance, value | ||||||||||
Common stock, shares authorized | 299,000,000 | 299,000,000 | 299,000,000 | |||||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.01 | $ 0.01 | |||||
Share based payment award, options, grants in period, gross | 3,206,256 | 72,500 | ||||||||
Series A Preferred Stock [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Share based payment award, options, grants in period, gross | 100 | |||||||||
Preferred stock par value | 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Preferred stock voting rights | 299 | |||||||||
Series B Preferred Stock [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Share based payment award, options, grants in period, gross | 100,000 | |||||||||
Preferred stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Preferred stock voting rights | 10,000 | |||||||||
Common Stock [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Number of sold and issued shares | 13,000,000 | |||||||||
Number of common shares issued | $ 30,000,000 | $ 2 | $ 3 | |||||||
Number of shares issues for services | 250,000 | 90,000 | ||||||||
Value of shares issued for services | $ 25 | $ 9 | ||||||||
Share issuance, shares | 45,000 | 45,000 | ||||||||
Share issuance, value | $ 4 | $ 4 | ||||||||
Common stock, shares authorized | 299,000,000 | 299,000,000 | ||||||||
Consultant [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Share subscriptions payable from restricted shares and stock options to be issued | $ 186,107 | |||||||||
Share based payment award, options, grants in period, gross | 300,000 | |||||||||
Consultant [Member] | Common Stock [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Number of shares issues for services | 250,000 | 10,000 | ||||||||
Value of shares issued for services | $ 635,000 | $ 86,000 | ||||||||
Share subscriptions payable | $ 66,329 | |||||||||
Consultant Advisory and Employee [Member] | Common Stock [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Number of shares issues for compensation | 80,000 | |||||||||
Value of shares issues for compensation | $ 240,000 | |||||||||
Restricted Stock [Member] | Common Stock [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Share issuance, shares | 45,000 | |||||||||
Share issuance, value | $ 260,100 | |||||||||
Restricted Stock [Member] | Consultant [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Number of common shares issued | 1,022,963 | |||||||||
Maximum [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Number of common shares issued | $ 30,000,000 | |||||||||
ATM Agreement [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Number of sold and issued shares | 27,429 | |||||||||
Value of sold and issued shares | $ 95,541 | |||||||||
Market Offering Agreement [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Number of common shares issued | $ 13,000,000 | $ 13,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Related Party [Member] | |||
Related Party Transaction [Line Items] | |||
Related party loan | $ 2,192 | $ 46,096 | |
Chief Executive Officer [Member] | |||
Related Party Transaction [Line Items] | |||
Salaries expenses | 299,505 | $ 231,432 | |
Chief Executive Officer [Member] | Related Party [Member] | |||
Related Party Transaction [Line Items] | |||
Related party loan | 2,192 | 46,096 | |
Officer and Director [Member] | |||
Related Party Transaction [Line Items] | |||
Salaries expenses | $ 210,719 | $ 192,589 |
Schedule of Changes in Operatin
Schedule of Changes in Operating Assets and Liabilities (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Decrease (increase) in accounts receivable | $ (455,509) | $ (390) |
Decrease (increase) in other receivable | 103,998 | (94,150) |
Decrease (increase) in inventory | (2,205,697) | (785,014) |
Decrease (increase) in prepaid expenses and deposits | 26,200 | (1,063,680) |
Increase (decrease) in lease liability | 8,737 | |
Increase (decrease) in taxes payable | 43,738 | (112,189) |
Increase (decrease) in accounts payable and accrued liabilities | (152,474) | 647,996 |
Changes in operating assets and liabilities | $ (2,639,744) | $ (1,398,690) |
Investments (Details Narrative)
Investments (Details Narrative) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 USD ($) | Sep. 30, 2023 CAD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2019 USD ($) shares | Dec. 31, 2022 USD ($) | |
Purchase shares | shares | 10,000,000 | ||||
Purchase value | $ 50,000 | ||||
Advanced receivable for stock issuance | $ 24,423 | $ 24,423 | |||
Payments to acquire investments | 66,308 | $ 90,000 | |||
Interest costs incurred | $ 2,818 | $ 3,825 | |||
Mobile Phone Development Company [Member] | |||||
Ownership percentage | 10% |
Schedule Right-of-use Asset (De
Schedule Right-of-use Asset (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Operating Lease Obligations | ||
Right-of-use asset | $ 968,009 | $ 1,238,055 |
Current lease liability | 342,010 | 387,329 |
Long-term lease liability | $ 643,415 | $ 884,146 |
Schedule of Lease Costs (Detail
Schedule of Lease Costs (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Operating Lease Obligations | ||
Operating lease cost | $ 368,984 | $ 283,145 |
Schedule of Measurement of Leas
Schedule of Measurement of Lease Liabilities (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Operating Lease Obligations | ||
Operating cashflow | $ 378,102 | $ 277,974 |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Operating Lease Obligations | ||
2023 | $ 124,043 | |
2024 | 361,298 | |
2025 | 269,645 | |
2026 | 277,767 | |
2027 | 117,158 | |
Total future minimum lease payments | 1,149,911 | |
Less: amount representing interest | (164,486) | |
Present value of future payments | 985,425 | |
Current portion | 342,010 | $ 387,329 |
Long term portion | $ 643,415 | $ 884,146 |
Operating Lease Obligations (De
Operating Lease Obligations (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2019 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Monthly lease payments | $ 378,102 | $ 277,974 | |||
Lease Agreement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Lease expiration date | Jun. 01, 2022 | May 31, 2024 | Jul. 31, 2022 | ||
Monthly lease payments | $ 20,296 | $ 19,910 | $ 2,221 | ||
Monthly lease payments | 22,101 | ||||
Additional fees | $ 4,418 | ||||
Incremental borrowing rate | 10% |
Loan payable (Details Narrative
Loan payable (Details Narrative) | 12 Months Ended | |||||||
Feb. 14, 2023 USD ($) | Feb. 14, 2023 CAD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2020 CAD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2022 CAD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Proceeds from loans | $ 28,387 | $ 40,000 | ||||||
Loan forgiveness percentage | 25% | 25% | ||||||
Debt instrument fair value | $ 28,387 | $ 40,000 | ||||||
Forgiven debt | $ 7,493 | $ 10,000 | ||||||
Loan Agreement [Member] | Third Party [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Proceeds from loans | $ 5,300,000 | |||||||
Interest rate | 2.25% | |||||||
Maturity date | May 10, 2024 | |||||||
Deposits | $ 667,409 | |||||||
Deposits, balance | $ 411,016 | $ 869,728 |
Loss per Share (Details Narrati
Loss per Share (Details Narrative) - $ / shares | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Apr. 01, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Earnings Per Share, Basic | $ 0.23 | $ 0.17 | $ 0.65 | $ 0.53 | ||
Weighted Average Number of Shares Outstanding, Basic | 17,429,685 | 17,164,505 | 17,252,521 | 17,059,021 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 20,541,911 | 20,254,411 | 6,712,414 | |||
Common Stock, Shares Authorized | 299,000,000 | 299,000,000 | 299,000,000 | |||
Common stock, shares issued | 17,436,805 | 17,436,805 | 17,159,376 | 10,000 | ||
Common stock, shares oustanding | 17,436,805 | 17,436,805 | 17,159,376 | |||
Warrant [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,939,924 | 4,439,924 | ||||
Common Stock [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,239,924 | 5,239,914 | ||||
Restricted Stock [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 170,212 | |||||
Performance Shares [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 300,000 | 700,000 | ||||
Equity Option [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,576,256 | 772,500 | ||||
Common Stock [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 8,286,392 | 772,500 | ||||
Common Stock, Shares Authorized | 299,000,000 | 299,000,000 | ||||
Common stock, shares issued | 17,436,805 | 17,189,104 | 17,436,805 | 17,189,104 | ||
Common stock, shares oustanding | 17,436,805 | 17,189,104 | 17,436,805 | 17,189,104 |
Schedule of Warrants Exercise P
Schedule of Warrants Exercise Price (Details) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Warrant, outstanding | 3,939,924 |
Weighted average life (years) | 10 months 20 days |
Warrants One [Member] | |
Exercise price | $ / shares | $ 6.05 |
Warrant, outstanding | 3,446,515 |
Weighted average life (years) | 10 months 6 days |
Warrants expiry date | Aug. 03, 2024 |
Warrants Two [Member] | |
Exercise price | $ / shares | $ 6.05 |
Warrant, outstanding | 130,909 |
Weighted average life (years) | 10 months 6 days |
Warrants expiry date | Aug. 06, 2024 |
Warrants Three [Member] | |
Exercise price | $ / shares | $ 4 |
Warrant, outstanding | 300,000 |
Weighted average life (years) | 1 year 3 months 3 days |
Warrants expiry date | Dec. 31, 2024 |
Warrants Four [Member] | |
Exercise price | $ / shares | $ 2.40 |
Warrant, outstanding | 62,500 |
Weighted average life (years) | 1 year 5 months 19 days |
Warrants expiry date | Mar. 20, 2025 |
Schedule of Warrants Activity (
Schedule of Warrants Activity (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Warrants | ||
Number of warrants, balance, beginning of year | 3,939,924 | 5,652,827 |
Weighted average price, balance, beginning of year | $ 5.84 | $ 5.14 |
Number of warrants, issuance | 130,909 | |
Weighted average price, issuance | $ 6.05 | |
Number of warrants, expired | (1,593,691) | |
Weighted average price, expired | $ (4) | |
Number of warrants, exercise | (250,121) | |
Weighted average price, exercise | $ (2) | |
Number of warrants, balance, end of period | 3,939,924 | 3,939,924 |
Weighted average price, balance, ending of year | $ 5.84 | $ 5.84 |
Warrants (Details Narrative)
Warrants (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Oct. 13, 2022 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Number of warrant | 3,939,924 | 3,939,924 | ||||
Warrants expired | 1,593,691 | |||||
Number of common shares issued | $ 30,000,000 | $ 88,409 | $ 95,541 | |||
Warrant Agreement [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Class of warrant or right number of securities | 150,000 | |||||
Representative warrants are exercisable | 1 | |||||
Additional warrants issued | 250,000 | |||||
Warrants value | $ 37,000 | |||||
Warrant exercisable description | The exercisable period of the warrants was also amended to a period of five years beginning on January 14, 2021 | |||||
Warrants exercise per share | $ 2 | |||||
Warrant [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Class of warrant or right number of securities | 250,121 | |||||
Representative warrants are exercisable | 130,909 | |||||
Shares issued price per share | $ 6.05 | |||||
Number of common shares issued | $ 273,993 | |||||
Common Stock [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Representative warrants are exercisable | 73,321 | |||||
Warrants expired | 1,599,179 | |||||
Number of common shares issued | $ 30,000,000 | $ 2 | $ 3 | |||
Warrants One [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Class of warrant or right number of securities | 73,321 | |||||
Holder [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Cancelled shares | 400,000 | |||||
Number of warrant | 300,000 | 300,000 | 300,000 | |||
Holder [Member] | Common Stock [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Representative warrants are exercisable | 2 | |||||
Underwritters [Member] | Warrant [Member] | ||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||
Class of warrant or right number of securities | 130,909 |
Schedule of Stock Options Activ
Schedule of Stock Options Activity (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Number of options, balance, beginning of period | 785,000 | 712,500 |
Weighted average price, balance, beginning of period | $ 4.74 | $ 5 |
Number of options, granted | 3,206,256 | 72,500 |
Weighted average price, granted | $ 1.91 | $ 2.21 |
Number of options, cancelled | (415,000) | |
Weighted average price, cancelled | $ (5.18) | |
Number of options, balance, end of period | 3,576,256 | 785,000 |
Weighted average price, balance, end of period | $ 2.15 | $ 4.74 |
Terravis Energy, Inc. [Member] | ||
Number of options, balance, beginning of period | 1,350,000 | |
Weighted average price, balance, beginning of period | $ 0.01 | |
Number of options, granted | 1,350,000 | |
Weighted average price, granted | $ 0.01 | |
Number of options, balance, end of period | 1,350,000 | 1,350,000 |
Weighted average price, balance, end of period | $ 0.01 | $ 0.01 |
Schedule of Share-based Payment
Schedule of Share-based Payment Arrangement, Option, Exercise Price Range (Details) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Lower Range of Exercise prices | $ 1.53 |
Range of Exercise prices | $ 5.50 |
Number of Shares Outstanding | shares | 3,576,256 |
Weighted average life (years) | 8 years 3 months 18 days |
Weighted average exercise price | $ 2.15 |
Number of Shares Exercisable | shares | 1,132,500 |
Terravis Energy, Inc. [Member] | |
Range of Exercise prices | $ 0.01 |
Number of Shares Outstanding | shares | 1,350,000 |
Weighted average life (years) | 8 years 6 months 10 days |
Weighted average exercise price | $ 0.01 |
Number of Shares Exercisable | shares | 1,350,000 |
Stock Options and Performance_3
Stock Options and Performance Share Units (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||||||||||||||||||
Dec. 29, 2024 | Dec. 29, 2023 | Nov. 11, 2023 | Sep. 01, 2023 | May 01, 2023 | Mar. 01, 2023 | Nov. 11, 2022 | Sep. 01, 2022 | Mar. 01, 2022 | Dec. 29, 2021 | Nov. 02, 2021 | Oct. 07, 2021 | Sep. 02, 2021 | Aug. 06, 2021 | Jul. 23, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Apr. 12, 2022 | Apr. 06, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||
Stock option issued | 3,206,256 | 72,500 | ||||||||||||||||||
Consulting expense | $ 4,711,868 | $ 3,768,536 | ||||||||||||||||||
Director [Member] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||
Stock option issued | 360,000 | |||||||||||||||||||
Share based payment award vesting rights, description | The options shall vest in six equal installments on January 30, 2023, July 31, 2023, January 30, 2024, July 30, 2024, January 30, 2025, and July 30, 2025 | |||||||||||||||||||
Fair value of options | $ 129,480 | $ 592,560 | ||||||||||||||||||
Consulting expense | $ 157,799 | |||||||||||||||||||
Exercise price | $ 1.66 | |||||||||||||||||||
Stock option expiration date | Jan. 30, 2033 | |||||||||||||||||||
Employees and Consultants and Directors [Member] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||
Stock option issued | 321,150 | |||||||||||||||||||
Fair value of options | $ 1,116,856 | |||||||||||||||||||
Consulting expense | $ 100,901 | |||||||||||||||||||
Employees and Consultants and Directors [Member] | Minimum [Member] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||
Share based payment award vesting rights, description | The options shall vest in two equal installments on the first and second anniversary of the grant date. 10,000 of the stock options will vest entirely on September 27, 2024, 47,000 of the stock options shall vest in three installments 15,000 will vest on first and second anniversary of grant date, with the remaining 17,000 to vest on the third anniversary of grant date | |||||||||||||||||||
Exercise price | $ 2.55 | |||||||||||||||||||
Expiration date | 5 years | |||||||||||||||||||
Employees and Consultants and Directors [Member] | Maximum [Member] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||
Stock option issued | 321,150 | |||||||||||||||||||
Exercise price | $ 4.20 | |||||||||||||||||||
Expiration date | 10 years | |||||||||||||||||||
Steven Rossi [Member] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||
Stock option issued | 2,000,000 | |||||||||||||||||||
Share based payment award vesting rights, description | The options shall vest in increments of 10% for each dollar that the Company’s stock price increases between $2.00 and $11.00, as measured using the volume weighted average of the Company’s common stock for ten consecutive trading days. | |||||||||||||||||||
Fair value of options | $ 2,821,572 | |||||||||||||||||||
Consulting expense | $ 658,367 | |||||||||||||||||||
Exercise price | $ 1.74 | |||||||||||||||||||
Stock option expiration date | May 01, 2033 | |||||||||||||||||||
Number of exercisable shares | 250,000 | 250,000 | ||||||||||||||||||
Employee [Member] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||
Stock option issued | 75,000 | |||||||||||||||||||
Share based payment award vesting rights, description | The options shall vest in two installments, 25,000 on May 18, 2024, and 50,000 on August 1, 2024. | |||||||||||||||||||
Fair value of options | $ 182,025 | |||||||||||||||||||
Consulting expense | $ 22,380 | |||||||||||||||||||
Exercise price | $ 2.43 | |||||||||||||||||||
Stock option expiration date | May 18, 2033 | |||||||||||||||||||
Employees and a Consultant [Member] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||
Stock option issued | 65,000 | |||||||||||||||||||
Share based payment award vesting rights, description | The options shall vest in two equal installments on March 14, 2024, and 2025 | |||||||||||||||||||
Fair value of options | $ 98,670 | |||||||||||||||||||
Consulting expense | $ 19,406 | |||||||||||||||||||
Exercise price | $ 1.53 | |||||||||||||||||||
Stock option expiration date | Mar. 14, 2033 | |||||||||||||||||||
Consulting expense | $ 24,130 | |||||||||||||||||||
Cancelled shares | 15,000 | |||||||||||||||||||
Employee One [Member] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||
Stock option issued | 85,106 | |||||||||||||||||||
Share based payment award vesting rights, description | The options shall vest in two installments; a) one fiscal quarter in which the Company generates $3,600,000 in sales with at least 20% unit margin and b) one fiscal quarter in which the Company generates $5,400,000 in sales with at least 30% unit margin | |||||||||||||||||||
Fair value of options | $ 129,191 | |||||||||||||||||||
Consulting expense | $ 56,557 | |||||||||||||||||||
Exercise price | $ 1.53 | |||||||||||||||||||
Stock option expiration date | Mar. 14, 2033 | |||||||||||||||||||
Consultant [Member] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||
Stock option issued | 300,000 | |||||||||||||||||||
Share based payment award vesting rights, description | The options shall vest in three equal installments on January 30, 2023, March 1, 2023, and September 1, 2023 | |||||||||||||||||||
Fair value of options | $ 486,600 | |||||||||||||||||||
Consulting expense | $ 486,600 | |||||||||||||||||||
Exercise price | $ 1.66 | |||||||||||||||||||
Stock option expiration date | Jan. 30, 2028 | |||||||||||||||||||
Advisor One [Member] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||
Stock option issued | 5,000 | 10,000 | ||||||||||||||||||
Fair value of options | $ 353,230 | $ 21,780 | ||||||||||||||||||
Exercise price | $ 5.50 | $ 2.19 | ||||||||||||||||||
Stock option expiration date | Oct. 07, 2026 | Feb. 07, 2027 | ||||||||||||||||||
Advisor Two [Member] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||
Stock option issued | 62,500 | 50,000 | ||||||||||||||||||
Fair value of options | $ 261,400 | |||||||||||||||||||
Consulting expense | $ 0 | 32,856 | ||||||||||||||||||
Exercise price | $ 5.24 | $ 2.37 | ||||||||||||||||||
Stock option expiration date | Nov. 02, 2026 | May 05, 2032 | ||||||||||||||||||
Advisor [Member] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||
Consulting expense | 0 | 283,180 | ||||||||||||||||||
Consultant Two [Member] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||
Stock option issued | 12,500 | |||||||||||||||||||
Share based payment award vesting rights, description | The options are earned in four equal installments on February 27, 2023, May 29, 2023, August 29, 2023, and November 27, 2023. The options shall vest one year after being earned on February 27, 2024, May 29, 2024, August 29, 2024, and November 27, 2024 | |||||||||||||||||||
Fair value of options | $ 18,725 | |||||||||||||||||||
Consulting expense | 14,159 | 0 | ||||||||||||||||||
Exercise price | $ 1.60 | |||||||||||||||||||
Stock option expiration date | Nov. 29, 2032 | |||||||||||||||||||
Officers and Directors [Member] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||
Stock option issued | 1,350,000 | |||||||||||||||||||
Exercise price | $ 0.01 | |||||||||||||||||||
Stock option expiration date | Apr. 12, 2032 | |||||||||||||||||||
Director Three [Member] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||
Stock option issued | 15,000 | |||||||||||||||||||
Share based payment award vesting rights, description | The stock options vested on January 1, 2022 | |||||||||||||||||||
Consulting expense | 0 | 799 | ||||||||||||||||||
Exercise price | $ 5.50 | |||||||||||||||||||
Stock option expiration date | Jul. 23, 2026 | |||||||||||||||||||
Directors, Advisors, and Officers [Member] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||
Stock option issued | 140,000 | |||||||||||||||||||
Fair value of options | $ 754,189 | |||||||||||||||||||
Consulting expense | 0 | 5,096 | ||||||||||||||||||
Exercise price | $ 5.50 | |||||||||||||||||||
Stock option expiration date | Aug. 06, 2026 | |||||||||||||||||||
Consultant Three [Member] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||
Stock option issued | 400,000 | |||||||||||||||||||
Fair value of options | $ 2,112,000 | |||||||||||||||||||
Consulting expense | $ 87,514 | 790,541 | ||||||||||||||||||
Exercise price | $ 5.32 | |||||||||||||||||||
Stock option expiration date | Sep. 01, 2026 | |||||||||||||||||||
Cancelled shares | 400,000 | |||||||||||||||||||
Vesting shares | 100,000 | 100,000 | 100,000 | 100,000 | ||||||||||||||||
Consultant Three [Member] | Warrant [Member] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||
Number of exercisable shares | 300,000 | |||||||||||||||||||
Board of Member [Member] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||
Stock option issued | 90,000 | |||||||||||||||||||
Fair value of options | $ 224,280 | |||||||||||||||||||
Consulting expense | $ 56,326 | 56,326 | ||||||||||||||||||
Exercise price | $ 2.51 | |||||||||||||||||||
Stock option expiration date | Dec. 29, 2026 | |||||||||||||||||||
Vesting shares | 10,000 | |||||||||||||||||||
Board of Member [Member] | Forecast [Member] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||
Vesting shares | 10,000 | 10,000 | ||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||
Stock issued | 1,600,000 | |||||||||||||||||||
Performance Shares [Member] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||
Stock issued | 400,000 | |||||||||||||||||||
Stock option issued | 700,000 | |||||||||||||||||||
Share based payment award vesting rights, description | The PSUs vest in 5% increments according to the modified schedule that correlates with the Company’s stock price. The first 5% of the PSUs vest upon the Company’s stock price closing at $2.25, 50% will have vested at a closing price of $5.31, and 100% will have vested at a closing price of $13.76 | |||||||||||||||||||
Fair value of options | $ 100,000 | $ 1,254,460 | ||||||||||||||||||
Fair values of options vested | 75,000 | |||||||||||||||||||
Consulting expense | 128,433 | 0 | ||||||||||||||||||
Performance Shares [Member] | Chief Executive Officer [Member] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||
Stock option issued | 400,000 | |||||||||||||||||||
Consulting expense | $ 0 | $ 201,686 | ||||||||||||||||||
Performance Shares [Member] | Director [Member] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||
Stock option issued | 300,000 | |||||||||||||||||||
Share based payment award vesting rights, description | The PSUs were to vest in 5% increments according to a schedule that correlates with the Company’s stock price. The first 5% of the PSUs was to have vested upon the Company’s stock price closing at $3.00, 50% was to have vested at a closing price of $16.50, and 100% was to have vested at a closing price of $31.50. | |||||||||||||||||||
Fair value of options | $ 1,344,570 | |||||||||||||||||||
Stock Options [Member] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||
Stock issued | 2,000,000 | |||||||||||||||||||
2015, 2021 and 2022 Equity Incentive Plans [Member] | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||||||||
Share based compensation, description | the number of shares of common stock reserved for issuance under the option plan shall not exceed 10% of the issued and outstanding shares of common stock of the Company, have a maximum term of 10 years, and vest at the discretion of the Board of Directors |
Rental Income (Details Narrativ
Rental Income (Details Narrative) | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 USD ($) | Sep. 30, 2023 CAD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2019 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Lease payments | $ 378,102 | $ 277,974 | ||||
Rental income | $ 139,892 | $ 204,770 | ||||
Sublease Agreement [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Sublease commence date | Sep. 15, 2022 | Sep. 15, 2022 | ||||
Expiration date | May 31, 2024 | May 31, 2024 | ||||
Lease payments | $ 15,515 | $ 19,992 | ||||
Lease Agreement [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Expiration date | Jun. 01, 2022 | May 31, 2024 | Jul. 31, 2022 | |||
Lease payments | $ 20,296 | $ 19,910 | $ 2,221 | |||
Lease Agreement [Member] | Third Party [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Expiration date | Dec. 31, 2022 | Dec. 31, 2022 | ||||
Lease payments | $ 33,750 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Nov. 14, 2023 | Nov. 14, 2023 | Nov. 02, 2023 | Oct. 31, 2023 | Oct. 13, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | |||||||||||
Proceeds from issuance of common stock | $ 95,541 | ||||||||||
Number of new stock issued, value | $ 30,000,000 | $ 88,409 | $ 95,541 | ||||||||
Shares exercise price | $ 2.15 | $ 2.15 | |||||||||
Warrant issues | 3,939,924 | 3,939,924 | |||||||||
Common Stock [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of new stock issued | 22,995 | 27,429 | |||||||||
Number of new stock issued, value | $ 30,000,000 | $ 2 | $ 3 | ||||||||
The number of shares sold | 13,000,000 | ||||||||||
Warrant [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of new stock issued, value | $ 273,993 | ||||||||||
Warrant convertible | 250,121 | ||||||||||
Subsequent Event [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of new stock issued | 71,698 | ||||||||||
Proceeds from issuance of common stock | $ 118,697 | ||||||||||
Stock issued, grant | 10,000 | ||||||||||
Shares exercise price | $ 1.44 | ||||||||||
Subsequent Event [Member] | Employees and Consultants and Directors [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Share based payment award stock option | 47,000 | ||||||||||
Value of shares issued employee benefit plan | $ 168,213 | ||||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of new stock issued | 1,575,000 | ||||||||||
Number of new stock issued, value | $ 4,261,542 | ||||||||||
The number of shares sold | 1,925,000 | ||||||||||
Subsequent Event [Member] | Warrant [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Warrant issues | 7,000,000 | ||||||||||
Warrant convertible | 7,000,000 | ||||||||||
Exercise price | $ 1.34 |