Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 31, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-33899 | ||
Entity Registrant Name | Digital Ally, Inc. | ||
Entity Central Index Key | 0001342958 | ||
Entity Tax Identification Number | 20-0064269 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 14001 Marshall Drive | ||
Entity Address, City or Town | Lenexa | ||
Entity Address, State or Province | KS | ||
Entity Address, Postal Zip Code | 66215 | ||
City Area Code | (913) | ||
Local Phone Number | 814-7774 | ||
Title of 12(b) Security | Common Stock, $0.001 par value | ||
Trading Symbol | DGLY | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 34,496,434 | ||
Entity Common Stock, Shares Outstanding | 2,755,224 | ||
Documents Incorporated by Reference [Text Block] | None. | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 587 | ||
Auditor Name | RBSM LLP | ||
Auditor Location | New York, NY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 3,532,199 | $ 32,007,792 |
Accounts receivable-trade, less allowance for doubtful accounts of $152,736 – 2022 and $113,234 – 2021 | 2,044,056 | 2,727,052 |
Other receivables (including $138,384 due from related parties – 2022 and $158,384– 2021, refer to Note 19) | 4,076,522 | 2,021,813 |
Inventories, net | 6,839,406 | 9,659,536 |
Prepaid expenses | 8,466,413 | 9,728,782 |
Total current assets | 24,958,596 | 56,144,975 |
Property, plant, and equipment, net | 7,898,686 | 6,841,026 |
Goodwill and other intangible assets, net | 17,872,970 | 16,902,513 |
Operating lease right of use assets, net | 782,129 | 993,384 |
Other assets | 5,155,681 | 2,107,299 |
Total assets | 56,668,062 | 82,989,197 |
Current liabilities: | ||
Accounts payable | 9,477,355 | 4,569,106 |
Accrued expenses | 1,090,967 | 1,175,998 |
Current portion of operating lease obligations | 294,617 | 373,371 |
Contract liabilities – current | 2,154,874 | 1,665,519 |
Debt obligations – current | 485,373 | 389,934 |
Warrant derivative liabilities | 14,846,932 | |
Income taxes payable | 8,097 | 1,827 |
Total current liabilities | 13,511,283 | 23,022,687 |
Long-term liabilities: | ||
Debt obligations – long term | 442,467 | 727,278 |
Operating lease obligation – long term | 555,707 | 688,207 |
Contract liabilities – long term | 5,818,082 | 2,687,786 |
Total liabilities | 20,327,539 | 27,125,958 |
Commitments and contingencies | ||
Equity: | ||
Common stock, $0.001 par value; 200,000,000 shares authorized; shares issued: 2,720,170 – 2022 and 2,545,220 – 2021 | 2,721 | 2,545 |
Additional paid in capital | 127,869,342 | 124,476,447 |
Noncontrolling interest in consolidated subsidiary | 448,694 | 56,453 |
Accumulated deficit | (91,980,234) | (68,672,206) |
Total equity | 36,340,523 | 55,863,239 |
Total liabilities and equity | 56,668,062 | 82,989,197 |
Series A Preferred Stock [Member] | ||
Mezzanine equity: | ||
Series B Convertible Redeemable Preferred stock, $0.001 par value; shares issued: 0 – 2022 and 0 – 2021 | ||
Series B Preferred Stock [Member] | ||
Mezzanine equity: | ||
Series B Convertible Redeemable Preferred stock, $0.001 par value; shares issued: 0 – 2022 and 0 – 2021 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Allowance for doubtful accounts receivable | $ 152,736 | $ 113,234 |
Other receivables related parties | $ 138,384 | $ 158,384 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 2,720,170 | 2,545,220 |
Series A Convertible Redeemable Preferred Stock [Member] | ||
Temporary equity, par or stated value per share | $ 0.001 | $ 0.001 |
Temporary equity, shares issued | 0 | 0 |
Series B Convertible Redeemable Preferred Stock [Member] | ||
Temporary equity, par or stated value per share | $ 0.001 | $ 0.001 |
Temporary equity, shares issued | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue: | ||
Total revenue | $ 37,009,895 | $ 21,413,434 |
Cost of revenue: | ||
Total cost of revenue | 34,687,954 | 15,749,659 |
Gross profit | 2,321,941 | 5,663,775 |
Selling, general and administrative expenses: | ||
Research and development expense | 2,290,293 | 1,930,784 |
Selling, advertising and promotional expense | 9,312,204 | 5,717,824 |
General and administrative expense | 20,452,702 | 12,776,077 |
Total selling, general and administrative expenses | 32,055,199 | 20,424,685 |
Operating loss | (29,733,258) | (14,760,910) |
Other income (expense): | ||
Interest income | 131,025 | 310,200 |
Interest expense | (37,196) | (28,600) |
Other expense | (230,744) | |
Change in fair value of short-term investments | (84,818) | (101,645) |
Change in fair value of warrant derivative liabilities | 6,726,638 | 36,664,907 |
Change in fair value of contingent consideration promissory notes and earn-out agreements | 516,970 | 3,732,789 |
Warrant modification expense | (295,780) | |
Gain on the extinguishment of debt | 10,000 | |
Gain on extinguishment of warrant derivative liabilities | 3,624,794 | |
Gain on sale of property, plant and equipment | 212,831 | |
Total other income | 10,859,500 | 40,291,871 |
Income (loss) before income tax expense (benefit) | (18,873,758) | 25,530,961 |
Income tax expense (benefit) | ||
Net income (loss) | (18,873,758) | 25,530,961 |
Net income attributable to noncontrolling interests of consolidated subsidiary | (407,933) | (56,453) |
Loss on redemption – Series A & B convertible redeemable preferred stock | (2,385,000) | |
Net income (loss) attributable to common stockholders | $ (21,666,691) | $ 25,474,508 |
Net income (loss) per share attributable to common information: | ||
Basic | $ (8.50) | $ 10.14 |
Diluted | $ (8.50) | $ 10.14 |
Weighted average shares outstanding: | ||
Basic | 2,548,549 | 2,511,114 |
Diluted | 2,548,549 | 2,511,114 |
Product [Member] | ||
Revenue: | ||
Total revenue | $ 10,999,892 | $ 9,180,287 |
Cost of revenue: | ||
Total cost of revenue | 14,372,115 | 8,635,047 |
Service, Other [Member] | ||
Revenue: | ||
Total revenue | 26,010,003 | 12,233,147 |
Cost of revenue: | ||
Total cost of revenue | $ 20,315,839 | $ 7,114,612 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Noncontrolling Interest [Member] | Retained Earnings [Member] |
Balance at Dec. 31, 2020 | $ 14,356,506 | $ 1,342 | $ 106,526,889 | $ (2,157,225) | $ (90,014,500) | |
Balance, shares at Dec. 31, 2020 | 1,341,735 | |||||
Stock-based compensation | 1,605,949 | 1,605,949 | ||||
Restricted common stock grant | $ 43 | (43) | ||||
Restricted common stock grant, shares | 42,800 | |||||
Restricted common stock forfeitures | ||||||
Restricted common stock forfeitures, shares | (385) | |||||
Issuance of common stock under rule 144 restrictions related to contemplated spin-off transaction | 6,729,000 | $ 140 | 6,728,860 | |||
Issuance of common stock through registered direct offering at $3.095 per share and accompanying warrants (net of offering expenses and placement agent discount), shares | 140,000 | |||||
Issuance of common stock through registered direct offering at $56.00 per share and accompanying warrants (net of offering expenses and placement agent discount) | 6,617,600 | $ 162 | 6,617,438 | |||
Issuance of common stock through registered direct offering at $2.80 per share and accompanying warrants (net of offering expenses and placement agent discount), shares | 162,500 | |||||
Exercise of pre-funded common stock purchase warrants at $61.90 per share | 22,284,000 | $ 360 | 22,283,640 | |||
Exercise of pre-funded common stock purchase warrants at $3.095 per share, shares | 360,000 | |||||
Exercise of pre-funded common stock purchase warrants at $56.00 per share | 30,940,000 | $ 552 | 30,939,448 | |||
Exercise of pre-funded common stock purchase warrants at $2.80 per share, shares | 552,500 | |||||
Issuance of pre-funded common stock purchase warrants in connection with the registered direct offerings | (1,817,548) | (1,817,548) | ||||
Issuance of common stock purchase warrants at exercise price of $65.00 per share in connection with the registered direct offerings | (49,398,510) | (49,398,510) | ||||
Issuance of common stock as consideration for acquisition | 990,360 | $ 36 | 990,324 | |||
Issuance of common stock as consideration for acquisition, shares | 35,987 | |||||
Repurchase and cancellation of common stock | (1,975,079) | $ (87) | (1,974,992) | |||
Repurchase and cancellation of common stock, shares | (86,742) | |||||
Cancellation of treasury stock | $ (3) | 2,157,225 | (2,157,222) | |||
Cancellation of treasury stock, shares | (3,176) | |||||
Net income (loss) | 25,530,961 | 56,453 | 25,474,508 | |||
Issuance of common stock through warrant exchange agreement | ||||||
Balance at Dec. 31, 2021 | 55,863,239 | $ 2,545 | 124,476,447 | 56,453 | (68,672,206) | |
Balance, shares at Dec. 31, 2021 | 2,545,220 | |||||
Stock-based compensation | 1,282,757 | 1,282,757 | ||||
Restricted common stock grant | $ 36 | (36) | ||||
Restricted common stock grant, shares | 35,750 | |||||
Restricted common stock forfeitures | $ (3) | 3 | ||||
Restricted common stock forfeitures, shares | (3,250) | |||||
Issuance of common stock under rule 144 restrictions related to contemplated spin-off transaction | $ 25 | (25) | ||||
Issuance of common stock through registered direct offering at $3.095 per share and accompanying warrants (net of offering expenses and placement agent discount), shares | 25,000 | |||||
Repurchase and cancellation of common stock | (4,026,523) | $ (186) | (4,026,337) | |||
Repurchase and cancellation of common stock, shares | (186,299) | |||||
Net income (loss) | (18,873,758) | 407,933 | (19,281,691) | |||
Distribution to noncontrolling interest in consolidated subsidiary | (15,692) | (15,692) | ||||
Issuance of common stock through warrant exchange agreement | $ 4,495,500 | 304 | 4,495,196 | |||
Issuance of common stock through warrant exchange agreement, shares | 303,750 | |||||
Loss on redemption of Series A and Series B Preferred Stock | $ (2,385,000) | (2,385,000) | ||||
Balance at Dec. 31, 2022 | $ 36,340,523 | $ 2,721 | $ 127,869,342 | $ 448,694 | $ (91,980,234) | |
Balance, shares at Dec. 31, 2022 | 2,720,171 |
Consolidated Statements of Eq_2
Consolidated Statements of Equity (Parenthetical) | Dec. 31, 2021 $ / shares |
Warrant [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 61.90 |
Warrants One [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | 56 |
IPO [Member] | Warrant [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Shares Issued, Price Per Share | 61.90 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | 65 |
IPO One [Member] | Warrant [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Shares Issued, Price Per Share | $ 56 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (18,873,758) | $ 25,530,961 |
Adjustments to reconcile net income (loss) to net cash flows used in operating activities: | ||
Depreciation and amortization | 2,176,679 | 822,489 |
Gain on sale of property, plant and equipment | (212,831) | |
Stock based compensation | 1,282,757 | 1,605,949 |
Provision for doubtful accounts receivable | (39,502) | 9,990 |
Provision for doubtful lease receivable | 140,448 | |
Gain on extinguishment of debt | (10,000) | |
Change in fair value of contingent consideration promissory notes and earn-out agreements | (516,970) | (3,732,789) |
Change in fair value of warrant derivative liability | (6,726,638) | (36,664,907) |
Gain of extinguishment of warrant derivative liabilities | (3,624,794) | |
Warrant modification expense | 295,780 | |
Provision for inventory obsolescence | 1,574,453 | 1,954,738 |
Increase (decrease) in: | ||
Accounts receivable – trade | 722,498 | (29,838) |
Accounts receivable – other (including related party) | (2,195,157) | (693,992) |
Inventories | 1,245,677 | (1,431,080) |
Prepaid expenses | 1,293,080 | (3,839,458) |
Operating lease right of use assets | 328,772 | 180,497 |
Other assets | (3,048,382) | (738,466) |
Accounts payable | 4,709,030 | (1,907,608) |
Accrued expenses | (112,896) | 166,874 |
Income taxes payable | 6,270 | (5,331) |
Operating lease obligations | (328,772) | (195,884) |
Contract liabilities | 3,619,651 | 856,967 |
Net cash used in operating activities | (18,580,385) | (17,825,108) |
Cash Flows from Investing Activities: | ||
Purchases of property, plant and equipment | (2,068,508) | (6,428,225) |
Proceeds from sale of property, plant and equipment | 609,559 | |
Purchases of intangible assets | (116,990) | (1,189,132) |
Proceeds from sale of intangible assets | 18,975 | |
Cash paid for acquisition of Medical Billing Company | (1,026,508) | |
Cash paid for acquisition of Medical Billing Company | (2,270,000) | |
Cash paid for acquisition of Medical Billing Company | (1,153,627) | |
Cash paid for asset acquisition of Medical Billing Company | (230,000) | |
Cash paid for acquisition of TicketSmarter | (8,615,514) | |
Collection of notes receivable | 405,000 | |
Net cash used in investing activities | (2,940,591) | (19,124,379) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of common stock upon exercise of pre-funded warrants | 53,224,000 | |
Net proceeds from sale of common stock in registered direct offerings | 13,346,600 | |
Repurchase and cancellation of common stock | (4,026,523) | (1,975,079) |
Distribution to noncontrolling interest in consolidated subsidiary | (15,692) | |
Principal payment on contingent consideration promissory notes | (527,402) | |
Proceeds from issuance of Series A & B convertible redeemable preferred shares, net of issuance costs | 13,365,000 | |
Redemption of Series A & B convertible redeemable preferred shares | (15,750,000) | |
Net cash provided by (used in) financing activities | (6,954,617) | 64,595,521 |
Net increase (decrease) in cash and cash equivalents | (28,475,593) | 27,646,034 |
Cash, cash equivalents, beginning of year | 32,007,792 | 4,361,758 |
Cash, cash equivalents, end of year | 3,532,199 | 32,007,792 |
Supplemental disclosures of cash flow information: | ||
Cash payments for interest | 49,070 | |
Cash payments for income taxes | 8,730 | 1,224 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Restricted common stock grant | 61 | 43 |
Restricted common stock forfeitures | 3 | |
Issuance of contingent consideration earn-out agreement for business acquisitions | 750,000 | 3,700,000 |
Issuance of contingent consideration promissory note for business acquisitions | 1,000,000 | |
Issuance of contingent consideration promissory note for asset acquisitions | 105,000 | |
Assets acquired in business acquisitions | 190,631 | 6,324,189 |
Identifiable intangible assets acquired in business acquisitions | 6,800,000 | |
Goodwill acquired in business acquisitions | 2,100,000 | 9,931,547 |
Liabilities assumed in business acquisitions | 387,005 | 5,453,353 |
ROU and lease liability recorded on extension of lease | 42,403 | |
Common stock issued as consideration for business acquisitions | 990,360 | |
Amounts allocated to initial measurement of warrant derivative liabilities in connection to the warrants and pre-funded warrants | 51,216,058 | |
Issuance of common stock through warrant exchange agreement | 4,495,500 | |
Cancellation of treasury stock | $ 2,157,225 |
NATURE OF BUSINESS AND SUMMARY
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business: Digital Ally, Inc. was originally incorporated in Nevada on December 13, 2000 as Vegas Petra, Inc. and had no operations until 2004. On November 30, 2004, Vegas Petra, Inc. entered into a Plan of Merger with Digital Ally, Inc., at which time the merged entity was renamed Digital Ally, Inc. (such merged entity, the “Predecessor Registrant”). On August 23, 2022 (the “ Effective Time Predecessor Registrant Registrant Merger Agreement Merger At the Effective Time, pursuant to the Merger Agreement, (i) each outstanding share of Predecessor Registrant’s common stock, par value $0.001 per share (the “ Predecessor Common Stock Registrant Common Stock The business of the Registrant, Digital Ally, Inc. (with its wholly-owned subsidiaries, Digital Ally International, Inc., Shield Products, LLC, Digital Ally Healthcare, LLC, TicketSmarter, Inc., Worldwide Reinsurance, Ltd., Digital Connect, Inc., BirdVu Jets, Inc., Kustom 440, Inc., and its majority-owned subsidiary Nobility Healthcare, LLC, collectively, “Digital Ally,” “Digital,” and the “Company”), is divided into three reportable operating segments: 1) the Video Solutions Segment, 2) the Revenue Cycle Management Segment and 3) the Ticketing Segment. The Video Solutions Segment is our legacy business that produces digital video imaging, storage products, disinfectant and related safety products for use in law enforcement, security and commercial applications. This segment includes both service and product revenues through our subscription models offering cloud and warranty solutions, and hardware sales for video and health safety solutions. The Revenue Cycle Management Segment provides working capital and back-office services to a variety of healthcare organizations throughout the country, as a monthly service fee. The Ticketing Segment acts as an intermediary between ticket buyers and sellers within our secondary ticketing platform, ticketsmarter.com, and we also acquire tickets from primary sellers to then sell through various platforms. The accounting guidance on Segment Reporting establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information of those segments to be presented in financial statements. Such required segment information is included in Note 23. Reverse Stock Split On February 6, 2023, the Company filed a Certificate of Amendment to its Articles of Incorporation, as amended, with the Secretary of State of the State of Nevada to effect a 1-for-20 reverse stock split The following is a summary of the Company’s Significant Accounting Policies: Basis of Consolidation The accompanying financial statements include the consolidated accounts of Digital Ally, its wholly-owned subsidiaries, Digital Ally International, Inc., Shield Products, LLC, Digital Ally Healthcare, LLC, TicketSmarter, Inc., Worldwide Reinsurance, Ltd., Digital Connect, Inc., BirdVu Jets, Inc., Kustom 440, Inc., and its majority-owned subsidiary Nobility Healthcare, LLC. All intercompany balances and transactions have been eliminated during consolidation. The Company formed Digital Ally International, Inc. during August 2009 to facilitate the export sales of its products. The Company formed Shield Products, LLC in May 2020 to facilitate the sales of its Shield™ line of disinfectant/cleanser products and ThermoVu® line of temperature monitoring equipment. The Company formed Nobility Healthcare, LLC (“Nobility Healthcare”) in June 2021 to facilitate the operations of its revenue cycle management solutions and back-office services for healthcare organizations. The Company formed TicketSmarter, Inc. upon its acquisition of Goody Tickets, LLC and TicketSmarter, LLC, to facilitate its global ticketing operations. The Company formed Worldwide Reinsurance Ltd., which is a captive insurance company domiciled in Bermuda. It will provide primarily liability insurance coverage to the Company for which insurance may not be currently available or economically feasible in today’s insurance marketplace. The Company formed Digital Connect, Inc. and BirdVu Jets, Inc. for travel and transportation purposes in 2022. The Company formed Kustom 440, Inc. in 2022 to create unique entertainment experiences directly for consumers. Fair Value of Financial Instruments The carrying amounts of financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and subordinated notes payable approximate fair value because of the short-term nature of these items. Revenue Recognition The Company applies the provisions of Accounting Standards Codification (ASC) 606-10, Revenue from Contracts with Customers The Company has two different revenue streams, product and service, represented through its three segments. The Company reports all revenues on a gross basis, other than service revenues from the Company’s entertainment and revenue cycle management segments, Revenues generated by all segments are reported net of sales taxes. Video Solutions The Company considers customer purchase orders, which in some cases are governed by master sales agreements, to be the contracts with the customer. In situation where sales are to a distributor, the Company had concluded its contracts are with the distributor as the Company holds a contract bearing enforceable rights and obligations only with the distributor. As part of part of its consideration for the contract, the Company evaluates certain factors including the customers’ ability to pay (or credit risk). For each contract, the Company considers the promise to transfer products, each of which is distinct, to be the identified performance obligations. In determining the transaction price, the Company evaluates whether the price is subject to refund or adjustment to determine the net consideration to which it expects to be entitled. As the Company’s standard payment terms are less than one year, it has elected the practical expedient under ASC 606-10-32-18 to not assess whether a contract has a significant financing component. The Company allocates the transaction price to each distinct product based on its relative standalone selling price. The product price as specified on the purchase order is considered the standalone selling price as it is an observable input which depicts the price as if sold to a similar customer in similar circumstances. Revenue is recognized when control of the product is transferred to the customer (i.e. when the Company’s performance obligations is satisfied), which typically occurs at shipment. Further in determining whether control has been transferred, the Company considers if there is a present right to payment and legal title, along with risks and rewards of ownership having transferred to the customer. Customers do not have a right to return the product other than for warranty reasons for which they would only receive repair services or replacement products. The Company has also elected the practical expedient under ASC 340-40-25-4 to expense commissions for product sales when incurred as the amortization period of the commission asset the Company would have otherwise recognized is less than one year. Service and other revenue is comprised of revenues from extended warranties, repair services, cloud revenue and software revenue. Revenue is recognized upon shipment of the product and acceptance of the service or materials by the end customer for repair services. Revenue for extended warranty, cloud service or other software-based products is over the term of the contract warranty or service period. A time-elapsed method is used to measure progress because the Company transfers control evenly over the contractual period. Accordingly, the fixed consideration related to these revenues is generally recognized on a straight-line basis over the contract term, as long as the other revenue recognition criteria have been met. The Company’s multiple performance obligations may include future in-car or body-worn camera devices to be delivered at defined points within a multi-year contract, and in those arrangements, the Company allocates total arrangement consideration over the life of the multi-year contract to future deliverables using management’s best estimate of selling price. Revenue Cycle Management The Company reports revenue cycle management revenues on a net basis, as its primary source of revenue is its end-to-end service fees which is generally determined as a percentage of the invoice amounts collected. These service fees are reported as revenue monthly upon completion of the Company’s performance obligation to provide the agreed upon service. Entertainment The Company reports ticketing revenue on a gross or net basis based on management’s assessment of whether the Company is acting as a principal or agent in the transaction. The determination is based upon the evaluation of control over the event ticket, including the right to sell the ticket, prior to its transfer to the ticket buyer. The Company sells tickets held in inventory, which consists of one performance obligation, being to transfer control of an event ticket to the buyer upon confirmation of the order. The Company acts as the principal in these transactions as the ticket is owned by the Company at the time of sale, therefore controlling the ticket prior to transferring to the customer. In these transactions, revenue is recorded on a gross basis based on the value of the ticket and is recognized when an order is confirmed. Payment is typically due upon delivery of the ticket. The Company also acts as an intermediary between buyers and sellers through online secondary marketplace. Revenues derived from this marketplace primarily consist of service fees from ticketing operations, and consists of one primary performance obligation, which is facilitating the transaction between the buyer and seller, being satisfied at the time the order has been confirmed. As the Company does not control the ticket prior to the transfer, the Company acts as an agent in these transactions. Revenue is recognized on a net basis, net of the amount due to the seller when an order is confirmed, the seller is then obligated to deliver the tickets to the buyer per the seller’s listing. Payment is due at the time of sale. Other Contract liabilities consist of deferred revenue and include payments received in advance of performance under the contract and are reported separately as current liabilities and non-current liabilities in the Consolidated Balance Sheets. Such amounts consist of extended warranty contracts, prepaid cloud services and prepaid installation services and are generally recognized as the respective performance obligations are satisfied. During the year ended December 31, 2022, the Company recognized revenue of $ 2.4 SCHEDULE OF CONTRACT LIABILITIES December 31, 2022 December 31, 2021 Additions/Reclass Recognized Revenue December 31, 2022 Contract liabilities, current $ 1,665,519 $ 1,478,479 $ 989,124 $ 2,154,874 Contract liabilities, non-current 2,687,786 4,560,600 1,430,304 5,818,082 $ 4,353,305 $ 6,039,079 $ 2,419,428 $ 7,972,956 December 31, 2021 December 31, 2020 Additions/Reclass Recognized Revenue December 31, 2021 Contract liabilities, current $ 1,647,469 $ 696,936 $ 678,886 $ 1,665,519 Contract liabilities, non-current 1,848,869 2,432,884 1,593,967 2,687,786 $ 3,496,338 $ 3,129,820 $ 2,272,853 $ 4,353,305 Sales returns and allowances aggregated $ 118,027 45,298 Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management utilizes various other estimates, including but not limited to, determining the estimated lives of long-lived assets, determining the potential impairment of long-lived assets, the fair value of warrants, options, the recognition of revenue, inventory valuation reserve, fair value of assets and liabilities acquired in a business combination, incremental borrowing rate on leases, the valuation allowance for deferred tax assets and other legal claims and contingencies. The results of any changes in accounting estimates are reflected in the financial statements in the period in which the changes become evident. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period that they are determined to be necessary. Cash and cash equivalents Cash and cash equivalents include funds on hand, in bank and short-term investments with original maturities of ninety (90) days or less. The following table shows the Company’s cash and cash equivalents by significant investment category as of December 31, 2022 and 2021: SCHEDULE OF SHORT TERM INVESTMENTS December 31, 2022 Adjusted Realized Realized Fair Value Demand deposits $ 897,745 $ — $ — $ 897,745 Short-term investments with original maturities of 90 days or less (Level 1): Money market funds 2,634,454 — — 2,634,454 $ 3,532,199 $ — $ — $ 3,532,199 December 31, 2021 Adjusted Unrealized Unrealized Fair Value Demand deposits $ 5,031,246 $ — $ — $ 5,031,246 Short-term investments with original maturities of 90 days or less (Level 1): Money market funds 14,928,526 — — 14,928,526 Mutual funds 12,079,901 — (31,881 ) 12,048,020 $ 32,039,673 $ — $ (31,881 ) $ 32,007,792 The Company maintains its cash and cash equivalents in banks insured by the Federal Deposit Insurance Corporation (FDIC) in accounts that at times may be in excess of the federally insured limit of $ 250,000 2,495,189 29,836,142 Accounts Receivable Accounts receivable are carried at original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts on a weekly basis. The Company determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history, and current economic conditions. Trade receivables are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when received. A trade receivable is considered to be past due if any portion of the receivable balance is outstanding for more than thirty (30) days beyond terms. No interest is charged on overdue trade receivables. Goodwill and Other Intangibles Goodwill Business Combinations Intangibles - Goodwill and Other Goodwill impairment testing is performed at the reporting unit level. Goodwill is assigned to reporting units at the date the goodwill is initially recorded. Once goodwill has been assigned to reporting units, it no longer retains its association with a particular acquisition, and all of the activities within a reporting unit, whether acquired or internally generated, are available to support the value of the goodwill. Traditionally, goodwill impairment testing is a two-step process. Step one involves comparing the fair value of the reporting units to its carrying amount. If the carrying amount of a reporting unit is greater than zero and its fair value is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount is greater than the fair value, the second step must be completed to measure the amount of impairment, if any. Step two involves calculating an implied fair value of goodwill. The Company has adopted ASU 2017-04 which simplifies subsequent goodwill measurement by eliminating step two from the goodwill impairment test. As a result, the Company compares the fair value of a reporting unit with its respective carrying value and recognizes an impairment charge for the amount by which the carrying amount exceeded the reporting unit’s fair value. The Company determines the fair value of its reporting units using the market approach. Under the market approach, we estimate the fair value based on multiples of comparable public companies and precedent transactions. Significant estimates in the market approach include: identifying similar companies with comparable business factors such as size, growth, profitability, risk and return on investment, and assessing comparable revenue and operating income multiples in estimating the fair value of the reporting unit. Long-lived and Other Intangible Assets - Accounting for the Impairment or Disposal of Long-lived Assets Factors considered by the Company include, but are not limited to, significant underperformance relative to historical or projected operating results; significant changes in the manner of use of the acquired assets or the strategy for the overall business; and significant negative industry or economic trends. When the carrying value of a long-lived asset may not be recoverable based upon the existence of one or more of the above indicators of impairment, the Company estimates the future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the expected future undiscounted cash flows and eventual disposition is less than the carrying amount of the asset, the Company recognizes an impairment loss. An impairment loss is reflected as the amount by which the carrying amount of the asset exceeds the fair value of the asset, based on the fair value if available, or discounted cash flows, if fair value is not available. The Company assessed potential impairments of its long-lived assets as of December 31, 2022 and concluded that there was no impairment. Long-lived assets such as property, plant and equipment and purchased intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values and third-party appraisals, as considered necessary. Intangible assets include deferred patent costs and license agreements. Legal expenses incurred in preparation of patent application have been deferred and will be amortized over the useful life of granted patents. Costs incurred in preparation of applications that are not granted will be charged to expense at that time. The Company has entered into several sublicense agreements under which it has been assigned the exclusive rights to certain licensed materials used in its products. These sublicense agreements generally require upfront payments to obtain the exclusive rights to such material. The Company capitalizes the upfront payments as intangible assets and amortizes such costs over their estimated useful life on a straight-line method. Inventories Inventories for the video solutions segment consist of electronic parts, circuitry boards, camera parts and ancillary parts (collectively, “components”), work-in-process and finished goods. Finished goods that are manufactured and assembled by the Company are carried at the lower of cost or net realizable value, with cost determined by standard cost methods, which approximate the first-in, first-out method. Inventory costs include material, labor and manufacturing overhead. Inventories for the entertainment segment consists of tickets to live events purchased, which are held at lower of cost or net realizable value, and written-off after the event has occurred. Event tickets for the entertainment segment are carried at lower of cost or net realizable value, and fully written off at the time the event occurs if the ticket is unsold and remaining in inventory after the completion of the event. Management has established inventory reserves based on estimates of excess and/or obsolete current inventory. Manufacturing inventory for the video solutions segment is reviewed for obsolescence and excess quantities on a quarterly basis, based on estimated future use of quantities on hand, which is determined based on past usage, planned changes to products and known trends in markets and technology. Changes in support plans or technology could have a significant impact on obsolescence. To support our world-wide service operations for the video solutions segment, we maintain service spare parts inventory, which consists of both consumable and repairable spare parts. Consumable service spare parts are used within our service business to replace worn or damaged parts in a system during a service call and are generally classified in current inventory as our stock of this inventory turns relatively quickly. However, if there has been no recent usage for a consumable service spare part, but the part is still necessary to support systems under service contracts, the part is considered to be non-current and included within non-current inventories within our consolidated balance sheet. Consumables are charged to cost of goods sold when issued during the service call. As these service parts age over the related product group’s post-production service life, we reduce the net carrying value of our repairable spare part inventory on the consolidated balance sheet to account for the excess that builds over the service life. The post-production service life of our systems is generally seven to twelve years and, at the end of twelve years, the carrying value for these parts in our consolidated balance sheet is reduced to zero. We also perform periodic monitoring of our installed base for premature end of service life events and expense, through cost of sales, the remaining net carrying value of any related spare parts inventory in the period incurred. Property, plant and equipment Property, plant and equipment is stated at cost net of accumulated depreciation. Additions and improvements are capitalized while ordinary maintenance and repair expenditures are charged to expense as incurred. Depreciation is recorded by the straight-line method over the estimated useful life of the asset, which ranges from three to thirty years, other than the infinite useful life of land. Amortization expense on capitalized leases is included with depreciation expense. The cost and accumulated depreciation related to assets sold or retired are removed from the accounts and any gain or loss is credited or charged to income. Leases The Company determines if an arrangement contains a lease at inception. For arrangements where the Company is the lessee, the Company will evaluate whether to account for the lease as an operating or finance lease. Operating leases are included in the right of use assets (ROU) and operating lease liabilities on the consolidated balance sheet as of December 31, 2022. Finance leases would be included in property, plant and equipment, net and long-term debt and finance lease obligations on the balance sheet. The Company had operating leases for copiers and its office and warehouse space at December 31, 2022 but no financing leases. ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The Company uses its incremental borrowing rate based on the information available at the commencement date in determining the operating lease liabilities if the operating lease does not provide an implicit rate. Lease terms may include the option to extend when Company is reasonably certain that the option will be exercised. Lease expense for operating leases is recognized on a straight-line basis over the lease term. The Company elected to apply the short-term lease measurement and recognition exemption in which ROU assets and lease liabilities are not recognized for short term leases. Warranties The Company’s video solutions segment products carry explicit product warranties that extend up to two years from the date of shipment. The Company records a provision for estimated warranty costs based upon historical warranty loss experience and periodically adjusts these provisions to reflect actual experience. Accrued warranty costs are included in accrued expenses. Extended warranties are offered on selected products and when a customer purchases an extended warranty the associated proceeds are treated as contract liabilities and recognized over the term of the extended warranty. Shipping and Handling Costs Shipping and handling costs video solutions segment for outbound sales orders totaled $ 70,749 79,763 Advertising Costs Advertising expense video solutions segment and entertainment segments includes costs related to trade shows and conventions, promotional material and supplies, and media costs. Advertising costs are expensed in the period in which they are incurred. The Company incurred total advertising expenses of approximately $ 7,668,641 4,110,032 Income Taxes Deferred taxes are provided for by the liability method in which deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company applies the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 740 - Income Taxes that provides a framework for accounting for uncertainty in income taxes and provided a comprehensive model to recognize, measure, present, and disclose in its financial statements uncertain tax positions taken or expected to be taken on a tax return. It initially recognizes tax positions in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions are initially and subsequently measured as the largest amount of tax benefit that is greater than 50% likely The Company’s policy is to record estimated interest and penalties related to the underpayment of income taxes as income tax expense in the Consolidated Statements of Operations. There was no no The Company is subject to taxation in the United States and various states. As of December 31, 2022, the Company’s tax returns filed for 2019, 2020 and 2021 and to be filed for 2022 are subject to examination by the relevant taxing authorities. With a few exceptions, as of December 31, 2022, the Company is no longer subject to Federal, state, or local examinations by tax authorities for taxable years prior to 2019. Research and Development Expenses The Company expenses all research and development costs as incurred, which is generally incurred by the video solutions segment. Development costs of computer software to be sold, leased, or otherwise marketed are subject to capitalization beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers. In most instances, the Company’s products are released soon after technological feasibility has been established. Costs incurred subsequent to achievement of technological feasibility were not significant, and software development costs were expensed as incurred during 2022 and 2021. Warrant Derivative Liabilities In accordance with FASB ASC 815-40, Derivatives and Hedging: Contracts in an Entities Own Equity, entities must consider whether to classify contracts that may be settled in its own stock, such as warrants to purchase shares of Common Stock, as equity of the entity or as an asset or liability. If an event that is not within the entity’s control could require net cash settlement, then the contract should be classified as an asset or a liability rather than as equity. We have determined because the terms of the warrants issued during the first quarter of 2021, and remain outstanding, include a provision that entitles all the warrant holders to receive cash for their warrants in the event of a qualifying cash tender offer, while only certain of the holders of the underlying shares of common stock would be entitled to cash, our warrants should be classified as liability measured at fair value, with changes in fair value each period reported in earnings. Volatility in the price of our common stock may result in significant changes in the value of the derivatives and resulting gains and losses on our statement of operations. Stock-Based Compensation The Company grants stock-based compensation to its employees, board of directors and certain third-party contractors. Share-based compensation arrangements may include the issuance of options to purchase common stock in the future or the issuance of restricted stock, which generally are subject to vesting requirements. The Company records stock-based compensation expense for all stock-based compensation granted based on the grant-date fair value. The Company recognizes these compensation costs on a straight-line basis over the requisite service period of the award. The Company estimates the grant-date fair value of stock-based compensation using the Black-Scholes valuation model. Assumptions used to estimate compensation expense are determined as follows: ● Expected term is determined using the contractual term and vesting period of the award; ● Expected volatility of award grants made in the Company’s plan is measured using the weighted average of historical daily changes in the market price of the Company’s common stock over the period equal to the expected term of the award; ● Expected dividend rate is determined based on expected dividends to be declared; ● Risk-free interest rate is equivalent to the implied yield on zero-coupon U.S. Treasury bonds with a maturity equal to the expected term of the awards; and ● Forfeitures are accounted for as they occur. Segment Reporting The accounting guidance on Segment Reporting establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information of those segments to be presented in financial statements. Operating segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the chief operating decision maker (the Company’s Chief Executive Officer or “CODM”) in making decisions on how to allocate resources and assess performance. The Company’s three operating segments are Video Solutions, Revenue Cycle Management, and Entertainment, each of which has specific personnel responsible for that business and reports to the CODM. Corporate expenses capture the Company’s corporate administrative activities, is also to be reported in the segment information. Therefore, its operations are eliminated in consolidation and is not considered a separate business segment for financial reporting purposes. Contingent Consideration In circumstances where an acquisition involves a contingent consideration arrangement that meets the definition of a liability under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity, the Company recognizes a liability equal to the fair value of the contingent payments the Company expects to make as of the acquisition date. The Company remeasures this liability each reporting period and records changes in the fair value through the consolidated statement of operations. Repurchase and Cancellation of Shares From time to time, the Company’s Board of Directors (the “Board”) may authorize share repurchases of common stock. Shares repurchased under Board authorizations are held in treasury for general corporate purposes and cancelled when it is determi |
CONCENTRATION OF CREDIT RISK AN
CONCENTRATION OF CREDIT RISK AND MAJOR CUSTOMERS | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATION OF CREDIT RISK AND MAJOR CUSTOMERS | NOTE 2. CONCENTRATION OF CREDIT RISK AND MAJOR CUSTOMERS Financial instruments that potentially subject the Company to concentrations of credit risk consist of accounts receivable. Sales to domestic customers are typically made on credit and the Company generally does not require collateral while sales to international customers require payment before shipment or backing by an irrevocable letter or credit. The Company performs ongoing credit evaluations of its customers’ financial condition and maintains an allowance for estimated losses. Accounts are written off when deemed uncollectible and accounts receivable are presented net of an allowance for doubtful accounts. The allowance for doubtful accounts totaled $ 152,736 113,234 The Company maintains its cash and cash equivalents in banks insured by the Federal Deposit Insurance Corporation (FDIC) in accounts that at times may be in excess of the federally insured limit of $ 250,000 2,495,189 29,836,142 10% 10% The Company’s video solutions segment purchases finished circuit boards and other proprietary component parts from suppliers located in the United States and on a limited basis from Asia. Although the Company obtains certain of these components from single source suppliers, it generally owns all tooling and management has located alternative suppliers to reduce the risk in most cases to supplier problems that could result in significant production delays. The Company has not historically experienced significant supply disruptions from any of its principal vendors and does not anticipate future supply disruptions. The Company acquires most of its components on a purchase order basis and does not have long-term contracts with its suppliers. |
ACCOUNTS RECEIVABLE _ ALLOWANCE
ACCOUNTS RECEIVABLE – ALLOWANCE FOR DOUBTFUL ACCOUNTS | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE – ALLOWANCE FOR DOUBTFUL ACCOUNTS | NOTE 3. ACCOUNTS RECEIVABLE – ALLOWANCE FOR DOUBTFUL ACCOUNTS The allowance for doubtful accounts receivable was comprised of the following for the years ended December 31, 2022 and 2021: SCHEDULE OF ALLOWANCE FOR DOUBTFUL ACCOUNTS December 31, 2022 December 31, 2021 Beginning balance $ 113,234 $ 123,224 Provision for bad debts 126,018 7,154 Charge-offs to allowance, net of recoveries (86,516 ) (17,144 ) Ending balance $ 152,736 $ 113,234 |
OTHER RECEIVABLES
OTHER RECEIVABLES | 12 Months Ended |
Dec. 31, 2022 | |
Other Receivables | |
OTHER RECEIVABLES | NOTE 4. OTHER RECEIVABLES Other receivables were the following at December 31, 2022 and December 31, 2021: SCHEDULE OF OTHER RECEIVABLES December 31, December 31, Notes receivable $ 1,598,340 $ 470,000 Lease receivable 2,339,799 1,376,518 Other 138,383 175,295 Total other assets $ 4,076,522 $ 2,021,813 Notes receivable increased by over $ 1.1 3,000,000 1,401,660 1,598,340 December 31, 2023 1.0 No |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 5. INVENTORIES Inventories consisted of the following at December 31, 2022 and 2021: SCHEDULE OF INVENTORIES December 31, 2022 December 31, 2021 Raw material and component parts– video solutions segment $ 4,509,165 $ 3,062,046 Work-in-process– video solutions segment 3,164 — Finished goods – video solutions segment 6,846,091 8,410,307 Finished goods – entertainment segment 970,527 2,102,272 Subtotal 12,328,947 13,574,625 Reserve for excess and obsolete inventory– video solutions segment (5,230,261 ) (3,353,458 ) Reserve for excess and obsolete inventory – entertainment segment (259,280 ) (561,631 ) Total inventories $ 6,839,406 $ 9,659,536 Finished goods inventory includes units held by potential customers and sales agents for test and evaluation purposes. The cost of such units totaled $ 171,071 153,976 |
PREPAID EXPENSES
PREPAID EXPENSES | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expenses | |
PREPAID EXPENSES | NOTE 6. PREPAID EXPENSES Prepaid expenses were the following at December 31, 2022 and 2021: SCHEDULE OF PREPAID EXPENSE December 31, December 31, Prepaid inventory $ 6,110,321 $ 6,546,100 Prepaid advertising 1,931,628 2,455,527 Other 424,464 727,155 Total prepaid expenses $ 8,466,413 $ 9,728,782 Prepaid expenses decreased by nearly $ 1.3 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | NOTE 7. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consisted of the following at December 31, 2022 and 2021: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT Estimated December 31, December 31, Building 25 $ 4,537,037 $ 4,909,478 Land Infinite 739,734 789,734 Office furniture, fixtures, equipment, and aircraft 3 20 2,048,169 493,652 Warehouse and production equipment 3 7 51,302 65,948 Demonstration and tradeshow equipment 3 7 72,341 82,337 Building improvements 5 7 1,334,374 911,940 Rental equipment 1 3 — 8,584 Total cost 8,782,957 7,261,673 Less: accumulated depreciation and amortization (884,271 ) (420,647 ) Net property, plant and equipment $ 7,898,686 $ 6,841,026 Depreciation and amortization of property, plant and equipment aggregated $ 614,121 258,999 549,104 212,831 391,535 |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | NOTE 8. GOODWILL AND OTHER INTANGIBLE ASSETS Intangible assets consisted of the following at December 31, 2022 and 2021: SCHEDULE OF INTANGIBLE ASSETS December 31, 2022 December 31, 2021 Gross Accumulated Net Gross Accumulated Net Amortized intangible assets: Licenses (video solutions segment) $ 211,183 $ 80,378 $ 130,805 $ 194,286 $ 65,578 $ 128,708 Patents and trademarks (video solutions segment) 472,077 305,021 167,056 493,945 233,471 260,474 Sponsorship agreement network (entertainment segment) 5,600,000 1,493,333 4,106,667 5,600,000 373,333 5,226,667 SEO content (entertainment segment) 600,000 200,000 400,000 600,000 50,000 550,000 Personal seat licenses (entertainment 180,081 8,001 172,080 201,931 2,244 199,687 Client agreements (revenue cycle management segments) 999,034 126,864 872,170 — — — 8,062,375 2,213,597 5,848,778 7,090,162 724,626 6,365,536 Indefinite life intangible assets: Goodwill (entertainment and revenue cycle management segments) 11,367,514 — 11,367,514 9,931,547 — 9,931,547 Trade name (entertainment segment) 600,000 — 600,000 600,000 — 600,000 Patents and trademarks pending 56,678 — 56,678 5,430 — 5,430 Total $ 20,086,567 $ 2,213,597 $ 17,872,970 $ 17,627,139 $ 724,626 $ 16,902,513 Patents and trademarks pending will be amortized beginning at the time they are issued by the appropriate authorities. If issuance of the final patent or trademark is denied, then the amount deferred will be immediately charged to expense. Amortization expense for the years ended December 31, 2022 and 2021 was $ 1,562,558 563,490 SCHEDULE OF ESTIMATED AMORTIZATION FOR INTANGIBLE ASSETS Year ending December 31: 2023 $ 1,486,473 2024 1,435,915 2025 1,343,420 2026 859,438 2027 and thereafter 723,532 Total $ 5,848,778 |
OTHER ASSETS
OTHER ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER ASSETS | NOTE 9. OTHER ASSETS Other assets were the following at December 31, 2022 and December 31, 2021: SCHEDULE OF OTHER ASSETS December 31, December 31, Lease receivable $ 4,700,923 $ 1,921,021 Sponsorship network 116,828 30,752 Other 337,930 155,526 Total other assets $ 5,155,681 $ 2,107,299 |
DEBT OBLIGATIONS
DEBT OBLIGATIONS | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
DEBT OBLIGATIONS | NOTE 10. DEBT OBLIGATIONS Debt obligations is comprised of the following: SUMMARY OF DEBT OBLIGATIONS December 31, December 31, Economic injury disaster loan (EIDL) $ 150,000 $ 150,000 Contingent consideration promissory note – Nobility Healthcare Division Acquisition 388,955 317,212 Contingent consideration promissory note – Nobility Healthcare Division Acquisition 176,456 650,000 Contingent consideration promissory note – Nobility Healthcare Division Acquisition 208,083 — Contingent consideration promissory note – Nobility Healthcare Division Acquisition 4,346 — Debt obligations 927,840 1,117,212 Less: current maturities of debt obligations 485,373 389,934 Debt obligations, long-term $ 442,467 $ 727,278 Debt obligations mature as follows as of December 31, 2022: SCHEDULE OF MATURITY OF DEBT OBLIGATIONS December 31, 2023 $ 485,374 2024 297,971 2025 3,412 2026 3,542 2027 and thereafter 137,541 Total $ 927,840 2020 Small Business Administration Notes On May 12, 2020, the Company received $ 150,000 150,000 Under the terms of the note issued under the EIDL program, interest accrues on the outstanding principal at the rate of 3.75 731.00 Contingent Consideration Promissory Notes On June 30, 2021, Nobility Healthcare, a subsidiary of the Company, issued a contingent consideration promissory note (the “June Contingent Note”) in connection with a stock purchase agreement between Nobility Healthcare and a private company (the “June Seller”) of $ 350,000 three-year 3.00 975,000 The June Contingent Payment Note is considered to be additional purchase price, therefore the estimated fair value of the contingent liability is recorded as a liability at the acquisition date and the fair value is considered part of the consideration paid for the acquisition. Management has recorded the contingent consideration promissory note at its estimated fair value of $ 350,000 113,617 176,456 27,139 27,139 32,789 On August 31, 2021, Nobility Healthcare, issued another contingent consideration promissory note (the “August Contingent Payment Note”) in connection with a stock purchase agreement between Nobility Healthcare and a private company (the “August Sellers”) of $ 650,000 three-year 3.00 3,000,000 The August Contingent Payment Note is considered to be additional purchase price, therefore the estimated fair value of the contingent liability is recorded as a liability at the acquisition date and the fair value is considered part of the consideration paid for the acquisition. Management has recorded the contingent consideration promissory note at its estimated fair value of $ 650,000 292,953 388,954 31,907 31,907 0 On January 1, 2022, Nobility Healthcare issued another contingent consideration promissory note (the “January Contingent Payment Note”) in connection with a stock purchase agreement between Nobility Healthcare and a private company (the “January Sellers”) of $ 750,000 two 3.00 3,500,000 The January Contingent Payment Note is considered to be additional purchase price, therefore the estimated fair value of the contingent liability is recorded as a liability at the acquisition date and the fair value is considered part of the consideration paid for the acquisition. Management has recorded the contingent consideration promissory note at its estimated fair value of $ 750,000 120,833 208,083 421,085 421,085 0 On February 1, 2022, Nobility Healthcare issued another contingent consideration promissory note (the “February Contingent Payment Note”) in connection with an asset purchase agreement between Nobility Healthcare and a private company (the “February Sellers”) of $ 105,000 three-year 3.00 440,000 The February Contingent Payment Note is considered to be additional purchase price, therefore the estimated fair value of the contingent liability is recorded as a liability at the acquisition date and the fair value is considered part of the consideration paid for the acquisition. Management has recorded the contingent consideration promissory note at its estimated fair value of $ 105,000 4,346 100,654 100,654 0 Contingent consideration earn-out Agreement – TicketSmarter Acquisition On September 1, 2021, TicketSmarter, Inc., a subsidiary of the Company, issued a contingent consideration earn-out agreement (the “TicketSmarter Earn-Out”) in connection with the Stock Purchase Agreement between TicketSmarter, Inc., Goody Tickets, LLC and TicketSmarter, LLC (“TicketSmarter”) of up to $ 4,244,400 3,700,000 90 10 2,896,829 70 70 100 The contingent consideration earn-out is considered to be additional purchase price, therefore the estimated fair value of the contingent liability is recorded as a liability at the acquisition date and the fair value is considered part of the consideration paid for the acquisition. Management has recorded the contingent consideration earn-out at its estimated fair value of $ 3,700,000 0 3,700,000 |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENT | NOTE 11. FAIR VALUE MEASUREMENT In accordance with ASC Topic 820 — Fair Value Measurements and Disclosures ASC 820 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: ● Level 1 — Quoted prices in active markets for identical assets and liabilities ● Level 2 — Other significant observable inputs (including quoted prices in active markets for similar assets or liabilities) ● Level 3 — Significant unobservable inputs (including the Company’s own assumptions in determining the fair value) The following table represents the Company’s hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2022 and 2021. SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Warrant derivative liabilities $ — $ — $ — $ — Contingent consideration promissory notes and contingent consideration earn-out agreement — — 777,840 777,840 $ — $ — $ 777,840 $ 777,840 December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities: Warrant derivative liabilities $ — $ — $ 14,846,932 $ 14,846,932 Contingent consideration promissory notes and contingent consideration earn-out agreement — — 967,212 967,212 $ — $ — $ 15,814,144 $ 15,814,144 The following table represents the change in Level 3 tier value measurements: SCHEDULE OF FAIR VALUE MEASUREMENTS CHANGE IN LEVEL 3 INPUTS Contingent Warrant Derivative Balance, December 31, 2021 $ 967,212 $ 14,846,932 Issuance of contingent consideration promissory note - Revenue Cycle Management Segment Business Acquisition 750,000 — Issuance of contingent consideration promissory note - Revenue Cycle Management Segment Asset Acquisition 105,000 — Change in fair value of warrant derivative liabilities — (6,726,638 ) Gain on extinguishment of warrant derivative liabilities — (3,624,794 ) Issuance of common stock through warrant exchange agreement — (4,495,500 ) Principal payments on contingent consideration promissory notes – Revenue Cycle Management Acquisitions (527,402 ) — Change in fair value of contingent consideration promissory notes - Revenue Cycle Management Acquisitions (516,970 ) — Balance, December 31, 2022 $ 777,840 $ — |
ACCRUED EXPENSES
ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | NOTE 12. ACCRUED EXPENSES Accrued expenses consisted of the following at December 31, 2022 and 2021: SCHEDULE OF ACCRUED EXPENSES December 31, December 31, Accrued warranty expense $ 15,694 $ 13,742 Accrued litigation costs 247,984 250,000 Accrued sales commissions 55,000 30,213 Accrued payroll and related fringes 504,020 453,858 Accrued sales returns and allowances 118,026 45,298 Accrued taxes 46,408 180,486 Other 103,835 202,401 Total accrued expenses $ 1,090,967 $ 1,175,998 Accrued warranty expense was comprised of the following for the years ended December 31, 2022 and 2021: SCHEDULE OF ACCRUED WARRANTY EXPENSE 2022 2021 Beginning balance $ 13,742 $ 31,845 Provision for warranty expense 71,734 92,202 Charges applied to warranty reserve (69,782 ) (110,305 ) Ending balance $ 15,694 $ 13,742 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 13. INCOME TAXES The components of income tax provision (benefit) for the years ended December 31, 2022, and 2021 are as follows: SCHEDULE OF COMPONENTS OF INCOME TAX PROVISION (BENEFIT) 2022 2021 Current taxes: Federal $ — $ — State — — Total current taxes — — Deferred tax provision (benefit) — — Income tax provision (benefit) $ — $ — A reconciliation of the income tax (provision) benefit at the statutory rate of 21% for the years ended December 31, 2022, and 2021 to the Company’s effective tax rate is as follows: SCHEDULE OF RECONCILIATION OF INCOME TAX (PROVISION) BENEFIT 2022 2021 U.S. Statutory tax rate 21.0 % 21.0 % State taxes, net of Federal benefit 6.0 % 5.1 % Stock based compensation (1.5 )% (0.9 )% Change in valuation reserve on deferred tax assets (91.2 )% (26.7 )% Termination of warrant derivative liabilities 57.0 % — % Contingent consideration for acquisition 4.1 % — % Other, net 4.6 % (0.3 )% Income tax (provision) benefit — % — % The effective tax rate for the years ended December 31, 2022, and 2021 varied from the expected statutory rate due to the Company continuing to provide a 100 Significant components of the Company’s deferred tax assets (liabilities) as of December 31, 2022 and 2021 are as follows: SCHEDULE OF SIGNIFICANT COMPONENTS OF DEFERRED TAX ASSETS (LIABILITIES) 2022 2021 Deferred tax assets: Stock-based compensation $ 510,000 $ 705,000 Start-up costs 110,000 115,000 Inventory reserves 1,355,000 875,000 Uniform capitalization of inventory costs 70,000 85,000 Allowance for doubtful accounts receivable 40,000 30,000 Property, plant and equipment depreciation 290,000 285,000 Deferred revenue 1,965,000 1,135,000 Accrued litigation reserve 60,000 65,000 Accrued expenses 50,000 35,000 Net operating loss carryforward 27,940,000 21,240,000 Research and development tax credit carryforward 1,795,000 1,795,000 State jobs credit carryforward 230,000 230,000 Charitable contributions carryforward 95,000 100,000 Total deferred tax assets 34,510,000 26,695,000 Valuation reserve (34,200,000 ) (16,980,000 ) Total deferred tax assets 310,000 9,715,000 Deferred tax liabilities: Warrant derivative liabilities — (9,495,000 Intangible assets (165,000 ) (75,000 Domestic international sales company (145,000 ) (145,000 ) Total deferred tax liabilities (310,000 ) (9,715,000 ) Net deferred tax assets (liability) $ — $ — The valuation allowance on deferred tax assets totaled $ 34,200,000 16,980,000 The Company incurred operating losses in 2022 but generated income 2021 and it continues to be in a three-year cumulative loss position at December 31, 2022 and 2021. Accordingly, the Company determined there was not sufficient positive evidence regarding its potential for future profits to outweigh the negative evidence of our three-year cumulative loss position under the guidance provided in ASC 740. Therefore, it determined to increase our valuation allowance by $ 17,220,000 As of December 31, 2022, the Company had available approximately $ 113,315,000 63,726,000 of the tax net operating loss carry-forwards have an indefinite life since the enactment of the Tax Cuts and Jobs Act of 2017. In addition, the Company had research and development tax credit carry-forwards totaling $ 1,795,000 available as of December 31, 2022, which expire between 2023 and 2039 . The Internal Revenue Code contains provisions under Section 382 which limit a company’s ability to utilize net operating loss carry-forwards in the event that it has experienced a more than 50% change in ownership over a three-year period. Current estimates prepared by the Company indicate that due to ownership changes which have occurred, approximately $ 765,000 175,000 1,151,000 expire between 2023 and 2039 As discussed in Note 1, “Summary of Significant Accounting Policies,” tax positions are evaluated in a two-step process. The Company first determines whether it is more likely than not that a tax position will be sustained upon examination. If a tax position meets the more-likely-than-not recognition threshold, it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely The effective tax rate for the years ended December 31, 2022, and 2021 varied from the expected statutory rate due to the Company continuing to provide a 100% The Company’s federal and state income tax returns are closed for examination purposes by relevant statute and by examination for 2018 and all prior tax years. |
OPERATING LEASE
OPERATING LEASE | 12 Months Ended |
Dec. 31, 2022 | |
Operating Lease | |
OPERATING LEASE | NOTE 14. OPERATING LEASE On May 13, 2020, the Company entered into an operating lease for new warehouse and office space, which served as its new principal executive office and primary business location prior to the April 30 purchase and sale agreement. The original lease agreement was amended on August 28, 2020 to correct the footage under lease and monthly payment amounts resulting from such correction. The lease terms, as amended include no base rent for the first nine months and monthly payments ranging from $ 12,398 14,741 termination date of December 2026 forty-eight months The Company entered into an operating lease with a third party in October 2019 for copiers used for office and warehouse purposes. The terms of the lease include 48 1,598 maturity date of October 2023 ten months On June 30, 2021, the Company completed the acquisition of its first medical billing company, through Nobility Healthcare. Upon completion of this acquisition, Nobility Healthcare became responsible for the operating lease for the seller’s office space. The lease terms include monthly payments ranging from $ 2,648 to $ 2,774 thereafter, with a termination date in July 2024 . The Company is responsible for property taxes, utilities, insurance and its proportionate share of common area costs related to this location. The remaining lease term for the Company’s office and warehouse operating lease as of December 31, 2022 was nineteen months . On August 31, 2021, the Company completed the acquisition of its second acquired medical billing company, through Nobility Healthcare. Upon completion of this acquisition, Nobility Healthcare became responsible for the operating lease for the seller’s office space. The lease terms include monthly payments ranging from $ 11,579 11,811 termination date in March 2023 three months On September 1, 2021, the Company completed the acquisition of Goody Tickets, LLC and TicketSmarter, LLC through TicketSmarter. Upon completion of this acquisition, the Company became responsible for the operating lease for TicketSmarter’s office space. The lease terms include monthly payments ranging from $ 7,211 7,364 termination date of December 2022 six months On January 1, 2022, the Company completed the acquisition of a private medical billing company, through its revenue cycle management segment. Upon completion of this acquisition, the Company became responsible for the operating lease for the seller’s office space. The lease terms include monthly payments ranging from $ 4,233 4,626 termination date of June 2025 thirty months Lease expense related to the office spaces and copier operating leases was recorded on a straight-line basis over the lease term. Total lease expense under the five operating leases was approximately $ 547,609 The weighted-average remaining lease term related to the Company’s lease liabilities as of December 31, 2022 and December 31, 2021 was 3.3 3.8 The discount rate implicit within the Company’s operating leases was not generally determinable, and therefore, the Company determined the discount rate based on its incremental borrowing rate on the information available at commencement date. As of commencement date, the operating lease liabilities reflect a weighted average discount rate of 8% The following sets forth the operating lease right of use assets and liabilities as of December 31, 2022: SCHEDULE OF OPERATING LEASES RIGHT OF USE ASSETS AND LIABILITIES Assets: Operating lease right of use assets $ 782,129 Liabilities: Operating lease obligations-current portion $ 294,617 Operating lease obligations-less current portion $ 555,707 Total operating lease obligations $ 850,324 Following are the minimum lease payments for each year and in total. SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS Year ending December 31: 2023 $ 349,811 2024 245,761 2025 196,462 2026 175,113 Total undiscounted minimum future lease payments 967,147 Imputed interest (116,823 ) Total operating lease liability $ 850,324 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 15. COMMITMENTS AND CONTINGENCIES Litigation. From time to time, we are notified that we may be a party to a lawsuit or that a claim is being made against us. It is our policy to not disclose the specifics of any claim or threatened lawsuit until the summons and complaint are actually served on us. After carefully assessing the claim, and assuming we determine that we are not at fault or we disagree with the damages or relief demanded, we vigorously defend any lawsuit filed against us. We record a liability when losses are deemed probable and reasonably estimable. When losses are deemed reasonably possible but not probable, we determine whether it is possible to provide an estimate of the amount of the loss or range of possible losses for the claim, if material for disclosure. In evaluating matters for accrual and disclosure purposes, we take into consideration factors such as our historical experience with matters of a similar nature, the specific facts and circumstances asserted, the likelihood of our prevailing, the availability of insurance, and the severity of any potential loss. We reevaluate and update accruals as matters progress over time. On May 31, 2022, the Company filed a lawsuit against Culp McAuley, Inc. (“defendant”) in the United States District Court for the District of Kansas. The lawsuit arises from the defendant’s multiple breaches of its obligations to the Company. The Company seeks monetary damages and injunctive relief based on certain conduct by the defendant. On July 18, 2022, the defendant filed its Answer to the Company’s Verified Complaint and included Counterclaims alleging breach of contract and seeking monetary damages. On August 8, 2022, the Company filed its Reply and Affirmative Defenses to the Counterclaims by, among other things, denying the allegations and any and all liability. We have not concluded that a material loss related to the allegations is probable, nor have we accrued a liability related to these claims. Although we believe a loss could be reasonably possible (as defined in ASC 450), we do not have sufficient information to determine the amount or range of reasonably possible loss with respect to the potential damages given that the dispute is yet to enter the discovery process. We will continue to vigorously pursue these claims, and we continue to believe that we have valid grounds for recovery of the disputed deliverables. However, there can be no assurances as to the outcome of the dispute. While the ultimate resolution is unknown, based on the information currently available, we do not expect that these lawsuits will individually, or in the aggregate, have a material adverse effect to our results of operations, financial condition or cash flows. However, the outcome of any litigation is inherently uncertain and there can be no assurance that any expense, liability or damages that may ultimately result from the resolution of these matters will be covered by our insurance or will not be in excess of amounts recognized or provided by insurance coverage and will not have a material adverse effect on our operating results, financial condition or cash flows. Notice of Delisting On July 7, 2022, the Company, received a written notification (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with the minimum bid price requirement for continued listing on the Nasdaq Capital Market, as set forth under Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”), because the closing bid price of the Company’s common stock was below $ 1.00 Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has been granted 180 calendar days from the date of the Notice, or until January 3, 2023 (the “Compliance Period”), to regain compliance with the Minimum Bid Price Requirement. If at any time during the Compliance Period, the bid price of the Common Stock closes at or above $ 1.00 On February 23, 2023, the Company received notice from Nasdaq confirming that the Company has cured its bid price deficiency and has fully regained compliance with the Minimum Bid Price Requirement. General 401 (k) Plan. The plan, as amended, requires it to provide 100% 50% 223,084 127,293 100% |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 16. STOCK-BASED COMPENSATION The Company recorded pre-tax compensation expense related to the grant of stock options and restricted stock issued of $ 1,282,757 1,605,949 As of December 31, 2022, the Company had adopted ten separate stock option and restricted stock plans: (i) the 2005 Stock Option and Restricted Stock Plan (the “2005 Plan”), (ii) the 2006 Stock Option and Restricted Stock Plan (the “2006 Plan”), (iii) the 2007 Stock Option and Restricted Stock Plan (the “2007 Plan”), (iv) the 2008 Stock Option and Restricted Stock Plan (the “2008 Plan”), (v) the 2011 Stock Option and Restricted Stock Plan (the “2011 Plan”), (vi) the 2013 Stock Option and Restricted Stock Plan (the “2013 Plan”), (vii) the 2015 Stock Option and Restricted Stock Plan (the “2015 Plan”), (viii) the 2018 Stock Option and Restricted Stock Plan (the “2018 Plan”), (ix) the 2020 Stock Option and Restricted Stock Plan (the “2020 Plan”), and (x) the 2022 Stock Option and Restricted Stock Plan (the “2022 Plan”). The 2005 Plan, 2006 Plan, 2007 Plan, 2008 Plan, 2011 Plan, 2013 Plan, 2015 Plan, 2018 Plan, 2020 Plan and 2022 Plan are referred to as the “Plans.” These Plans permit the grant of stock options or restricted stock to its employees, non-employee directors and others for up to a total of 333,750 1,078 284 2,739 531 4,733 no 2,025 Our Board of Directors adopted the 2020 Stock Option and Restricted Stock Plan (the “2020 Plan”) on June 30, 2020 and the Company’s stockholders approved the 2020 Plan at the Annual Meeting held on September 9, 2020. The Company’s stockholders approved an amendment to the 2020 Plan at the Annual Meeting held on June 22, 2021 which increased the number of shares of Common Stock authorized and reserved for issuance under the 2020 Plan to a total of 125,000 112,958 Our Board of Directors adopted the 2022 Stock Option and Restricted Stock Plan (the “2022 Plan”) on October 28, 2022 and the Company’s stockholders approved the 2022 Plan at the Annual Meeting held on December 7, 2022. The number of shares of Common Stock authorized and reserved for issuance under the 2022 Plan totals 125,000 The Company believes that such awards better align the interests of our employees with those of its stockholders. Option awards have been granted with an exercise price equal to the market price of its stock at the date of grant with such option awards generally vesting based on the completion of continuous service and having ten-year contractual terms. These option awards typically provide for accelerated vesting if there is a change in control (as defined in the Plans). The Company has registered all shares of common stock that are issuable under its Plans with the SEC. A total of 137,042 The fair value of each option award is estimated on the date of grant using a Black-Scholes option valuation model. Activity in the various Plans during the years ended December 31, 2022 and 2021 is reflected in the following table: SUMMARY OF STOCK OPTIONS OUTSTANDING Options Number of Weighted Outstanding at January 1, 2021 41,916 $ 64.00 Granted 15,000 33.40 Exercised — — Forfeited (2,613 ) (232.20 ) Outstanding at December 31, 2021 54,303 $ 47.40 Exercisable at December 31, 2021 46,803 $ 49.60 Options Number of Weighted Outstanding at January 1, 2022 54,303 $ 47.40 Granted 1,250 19.60 Exercised — — Forfeited (1,603 ) (80.80 ) Outstanding at December 31, 2022 53,950 $ 45.80 Exercisable at December 31, 2022 53,950 $ 45.80 The fair value of each option award is estimated on the date of grant using a Black-Scholes option valuation model. The total estimated grant date fair value stock options issued during the year ended December 31, 2022 and 2021 was $ 22,768 466,831 The Company has utilized the following assumptions in its Black-Scholes option valuation model to calculate the estimated grant date fair value of the options during the years ended December 31, 2022 and 2021: SCHEDULE OF FAIR VALUE OF STOCK OPTIONS ASSUMPTION 2022 2021 Assumptions Assumptions Volatility – range 111.67 % 113 % Risk-free rate 1.81 % 1.30 % Expected term 10.0 10.0 Exercise price $ 19.60 $ 33.40 The Plans allow for the cashless exercise of stock options. This provision allows the option holder to surrender/cancel options with an intrinsic value equivalent to the purchase/exercise price of other options exercised. There were no shares surrendered pursuant to cashless exercises during the years ended December 31, 2022 and 2021. At December 31, 2022 and 2021, the aggregate intrinsic value of options outstanding was approximately $- 0 0 0 0 The following table summarizes the range of exercise prices and weighted average remaining contractual life for outstanding and exercisable options under the Company’s option plans as of December 31, 2022: SCHEDULE OF SHARES AUTHORIZED UNDER STOCK OPTION PLANS BY EXERCISE PRICE RANGE Outstanding options Exercisable options Exercise price Number of Weighted Number of Weighted average $ 0.01 49.99 37,000 7.6 37,000 7.6 $ 50.00 69.99 15,100 5.5 15,100 5.5 $ 70.00 89.99 1,850 2.8 1,850 2.8 53,950 6.8 53,950 6.8 Restricted stock grants. A summary of all restricted stock activity under the equity compensation plans for the years ended December 31, 2022 and 2021 is as follows: SUMMARY OF RESTRICTED STOCK ACTIVITY Number of Weighted Nonvested balance, January 1, 2021 36,006 $ 33.80 Granted 42,800 41.40 Vested (25,563 ) (38.80 ) Forfeited (375 ) (21.60 ) Nonvested balance, December 31, 2021 52,869 $ 37.40 Number of Weighted Nonvested balance, January 1, 2022 52,869 $ 37.40 Granted 60,750 14.67 Vested (31,244 ) (34.73 ) Forfeited (3,250 ) (21.20 ) Nonvested balance, December 31, 2022 79,125 $ 21.73 The Company estimated the fair market value of these restricted stock grants based on the closing market price on the date of the grant. As of December 31, 2022, there were $ 500,280 forty-eight months The nonvested balance of restricted stock vests as follows: SCHEDULE OF NON-VESTED BALANCE OF RESTRICTED STOCK Years ended Number of 2023 57,250 2024 12,750 2025 4,000 2026 3,625 2027 1,500 |
COMMON STOCK PURCHASE WARRANTS
COMMON STOCK PURCHASE WARRANTS | 12 Months Ended |
Dec. 31, 2022 | |
Common Stock Purchase Warrants | |
COMMON STOCK PURCHASE WARRANTS | NOTE 17. COMMON STOCK PURCHASE WARRANTS The Company has issued common stock purchase warrants in conjunction with various debt and equity issuances. The warrants are either immediately exercisable, or have a delayed initial exercise date, no more than six months from their respective issue date and allow the holders to purchase up to 67,459 52.00 67.20 The warrants expire from February 23, 2023 through July 31, 2023 On January 14, 2021 and February 1, 2021, the Company issued warrants to purchase a total of 2,127,500 On August 19, 2021, the Company entered into a Warrant Exchange Agreement (the “Exchange Agreement”) with the Investors cancelling February Warrants exercisable for an aggregate of 384,077 384,077 330,923 September 18, 2026 65.00 On the date of the exchange, the February Warrants and Exchange Warrants were valued at $ 11,818,644 12,114,424 295,780 SCHEDULE OF WARRANT MODIFICATION Original terms at August 19, 2021 Modified terms at August 19, 2021 Volatility - range 109.3 % 104.7 % Risk-free rate 0.78 % 0.78 % Dividend 0 % 0 % Remaining contractual term 4.5 5.1 Exercise price $ 65.00 $ 65.00 Common stock issuable under the warrants 715,000 715,000 On August 23, 2022, the Company entered into Warrant Exchange Agreements (the “Warrant Exchange Agreements”) with certain investors (the “Investors”), pursuant to which the Company agreed to issue to the Investors an aggregate of 303,750 8.1 9.3 1.2 4.5 3.6 Terms at Volatility - range 103.7 % Risk-free rate 3.17 3.36 % Dividend 0 % Remaining contractual term 3.4 4.1 Exercise price $ 65.00 Common stock issuable under the warrants 1,215,000 Fluctuations in the Company’s stock price are a primary driver for the changes in the derivative valuations during each reporting period. As the stock price increases for each of the related derivative instruments, the value to the holder of the instrument generally increases, therefore increasing the liability on the Company’s balance sheet. Additionally, stock price volatility is one of the significant unobservable inputs used in the fair value measurement of each of the Company’s derivative instruments. The simulated fair value of these liabilities is sensitive to changes in the Company’s expected volatility. Increases in expected volatility would generally result in higher fair value measurement. A 10 The following table summarizes information about shares issuable under warrants outstanding during the years ended December 31, 2022 and 2021: SUMMARY OF WARRANT ACTIVITY Warrants Weighted Vested Balance, January 1, 2021 169,418 $ 124.80 Granted 2,127,500 62.20 Exercised (912,500 ) (58.40 ) Cancelled (83,988 ) (188.40 ) Vested Balance, December 31, 2021 1,300,430 $ 64.80 Warrants Weighted Vested Balance, January 1, 2022 1,300,430 $ 64.80 Granted — — Exercised — — Forfeited/cancelled (1,232,971 ) (65.08 ) Vested Balance, December 31, 2022 67,459 $ 60.26 The total intrinsic value of all outstanding warrants aggregated $- 0 3.9 50.7 The following table summarizes the range of exercise prices and weighted average remaining contractual life for outstanding and exercisable warrants to purchase shares of common stock as of December 31, 2022: SUMMARY OF RANGE OF EXERCISE PRICES AND WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE OF WARRANTS Outstanding and exercisable warrants Exercise Number of Weighted average $ 52.00 23,286 0.6 $ 60.00 15,840 0.3 $ 67.20 28,333 0.2 67,459 0.3 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 18 - STOCKHOLDERS’ EQUITY Registered Direct Offerings On January 14, 2021, the Company consummated a registered direct offering (the “Offering”) of (i) 140,000 360,000 500,000 five years 65.00 61.90 61.70 The securities in the Offering were issued pursuant to a prospectus supplement to the Company’s effective shelf registration statement on Form S-3 (File No. 333-239419). The placement agency agreement contained customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the placement agent. The placement agent received discounts and commissions of six percent ( 6 The Company received approximately $ 28,941,000 29,013,000 The Company received net proceeds from this offering as follows: SCHEDULE OF NET PROCEEDS FROM OFFERING Description Amount Net proceeds received: 8,666,000 Proceeds from the sale of 140,000 61.90 $ 8,666,000 Proceeds from the sale of pre-funded warrants to purchase 360,000 61.70 22,212,000 Less: Placement agent fees and other expenses of the offering (1,937,000 ) Net proceeds of the offering $ 28,941,000 In conjunction with this Offering, the Company issued prefunded Common Stock purchase warrants to purchase up to 360,000 61.90 per share ($ 61.70 500,000 SCHEDULE OF NET PROCEEDS FROM OFFERING Description Amount Warrant derivative liabilities $ 21,922,158 Pre-funded warrant derivative liabilities 378,615 Total allocation of the net proceeds of the offering to warrant derivative liabilities $ 22,300,773 Registered Direct Offerings On February 1, 2021, the Company consummated an registered direct offering (the “Second Offering”) of (i) 162,500 552,500 715,000 five years 65.00 56.00 55.80 The securities in the Second Offering were issued pursuant to a prospectus supplement to the Company’s effective shelf registration statement on Form S-3 (File No. 333-239419). The placement agency agreement contained customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the placement agent. The placement agent received discounts and commissions of six percent ( 6 The Company received approximately $ 37,447,100 37,557,600 The Company received net proceeds from this offering as follows: SCHEDULE OF NET PROCEEDS FROM OFFERING Description Amount Net proceeds received: Proceeds from the sale of 162,500 56.00 $ 9,100,000 Proceeds from the sale of pre-funded warrants to purchase 552,500 55.80 30,829,500 Less: Placement agent fees and other expenses of the offering (2,482,400 ) Net proceeds of the offering $ 37,447,100 In conjunction with the Second Offering, the Company issued prefunded Common Stock purchase warrants to purchase up to 552,500 shares of common Stock at $56.00 per share ($ 55.80 prefunded at closing) and Common Stock purchase warrants to purchase up to 715,000 shares of Common Stock at $ 65.00 per share. The underlying warrant terms provide for net cash settlement outside the control of the Company under certain circumstances in the event of tender offers. As such, the Company is required to treat these warrants as derivative liabilities which are valued at their estimated fair value at their issuance date and at each reporting date with any subsequent changes reported in the consolidated statements of operations as the change in fair value of warrant derivative liabilities. Accordingly, the Company allocated a portion of the net proceeds of this offering to warrant derivative liabilities based on their estimated fair value as follows (See Notes 11 and 17): SCHEDULE OF NET PROCEEDS FROM OFFERING Description Amount Warrant derivative liabilities $ 27,476,352 Pre-funded warrant derivative liabilities 1,438,934 Total allocation of the net proceeds of the offering to warrant derivative liabilities $ 28,915,286 2022 Issuance of Restricted Common Stock. On January 7, 2022, the board of directors approved the grant of 26,250 Such shares will vest over various periods ranging from one to five years on the anniversary of the grant date, provided that each grantee remains an officer or employee on such dates On various dates in January 2022, the board of directors approved the grant of 9,500 two five years Cancellation of Restricted Stock During the year ended December 31, 2022, the Company cancelled 3,250 Preferred Stock Transaction On October 13, 2022, the Company, entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (the “Preferred Stock Investors”), pursuant to which the Company agreed to issue and sell, in a private placement (the “2022 Offering”), 1,400,000 0.001 100,000 0.001 9.50 10.00 15 In connection with the 2022 Offering, the Company paid A.G.P./Alliance Global Partners (the “Financial Advisor”) an aggregate cash fee equal to $ 750,000 Pursuant to the Purchase Agreement, the Company filed on October 17, 2022 certificates of designation (the “Certificates of Designation”) with the Secretary of the State of Nevada designating the rights, preferences and limitations of the shares of Series A Preferred Stock and Series B Preferred Stock. The Certificate of Designation for the Series A Preferred Stock provides, in particular, that the Series A Preferred Stock will have no voting rights other than the right to vote on the Amendments on an as-if-converted-to-Common-Stock basis. The Certificate of Designation for the Series B Preferred Stock provides, in particular, that the Series B Preferred Stock will have no voting rights other than the right to vote on the Amendments and each share of Series B Preferred Stock entitles the holder thereof the right to cast 2,500 votes on the Amendments The holders of Preferred Stock will be entitled to dividends, on an as-if converted-to-Common-Stock basis, equal to dividends actually paid, if any, on shares of Common Stock. The Preferred Stock is convertible, at the option of the holders and, in certain circumstances, by the Company, into shares of Common Stock at a conversion price of $ 20.00 The holders of the Series A Preferred Stock and Series B Preferred Stock have the right to require the Company to redeem their shares of the relevant series at a price per share equal to 105% of the stated value of such shares commencing (i) after the earlier of (1) the receipt of stockholder approval of the Amendments and (2) sixty (60) days after the closing of the 2022 Offering and (ii) before the date that is ninety (90) days after such closing. The Company has the option to redeem the Series A Preferred Stock and Series B Preferred Stock at a price per share equal to 105% of the stated value of such shares commencing after the 90th day following the closing of the 2022 Offering, subject to the holders’ rights to convert the shares prior to such redemption The proceeds of the 2022 Offering were held in an escrow account, along with the additional amount that would be necessary to fund the 105% redemption price until the expiration of the redemption period for the Preferred Stock, as applicable, subject to the earlier payment to redeeming holders. Upon expiration of the redemption period, any proceeds remaining in the escrow account will be disbursed to the Company. The 2022 Offering closed on October 19, 2022. In December 2022, the Company redeemed 1,400,000 100,000 15,750,000 13,365,000 2,385,000 Issuance of Common Stock as Consideration for the Potential Spin-Off Transaction. On December 28, 2022, the Company issued a total of 25,000 Stock Repurchase Program On December 6, 2021, the board of directors of the Company authorized the repurchase of up to $ 10.0 186,299 4,026,523 SCHEDULE OF STOCK REPURCHASE Period Total Average Total Maximum December 2021 86,742 $ 22.80 86,742 — January 2022 34,855 22.20 34,855 — February 2022 34,649 22.40 34,649 — March 2022 24,298 21.20 24,298 — April 2022 29,774 22.80 29,774 — May 2022 35,846 21.60 35,846 — June 2022 26,878 19.20 26,878 — Total all plans 273,041 $ 22.00 273,041 $ 3,998,398 On June 30, 2022, the board of directors of the Company elected to terminate the Program, effective immediately. The Program began in December 2021, with the Company purchasing a total of 273,041 6,001,602 Noncontrolling Interests The Company owns a 51 49 407,933 56,453 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 19. RELATED PARTY TRANSACTIONS Transactions with Managing Member of Nobility Healthcare On January 27, 2022, the board of directors appointed Christian J. Hoffmann, III as a member of the Board, effective immediately. Mr. Hoffmann is a principal owner and manager of Nobility, LLC which is currently the managing member of our consolidated subsidiary Nobility Healthcare, LLC. The Company has advanced a total of $ 158,384 in the form of a working capital loan to Nobility, LLC in order to fund capital expenditures necessary for the initial growth of the joint venture during 2022. The outstanding balance of the working capital loan was $ 138,384 as of December 31, 2022 and the Company anticipates full repayment of this advance during the year ended December 31, 2023. The Company paid distributions to the noncontrolling in consolidated subsidiary totaling $ 15,692 and $- 0 , for the years ended December 31, 2022 and 2021, respectively. On August 1, 2022, Mr. Hoffmann resigned as a member of the Board, effective immediately. He remains as a principal owner and manager of Nobility, LLC. |
NET INCOME (LOSS) PER SHARE
NET INCOME (LOSS) PER SHARE | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
NET INCOME (LOSS) PER SHARE | NOTE 20. NET INCOME (LOSS) PER SHARE The calculation of the weighted average number of shares outstanding and loss per share outstanding for the years ended December 31, 2022 and 2021 are as follows: SCHEDULE OF WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING AND LOSS PER SHARE OUTSTANDING 2022 2021 Year ended December 31, 2022 2021 Numerator for basic and diluted income (loss) per share – Net income (loss) attributable to common stockholders $ (21,666,691 ) $ 25,474,508 Denominator for basic loss per share – weighted average shares outstanding 2,548,549 2,511,114 Dilutive effect of shares issuable upon conversion of convertible debt and the exercise of stock options and warrants outstanding — — Denominator for diluted loss per share – adjusted weighted average shares outstanding 2,548,549 2,511,114 Net income (loss) per share: Basic $ (8.50 ) $ 10.14 Diluted $ (8.50 ) $ 10.14 Basic income (loss) per share is based upon the weighted average number of shares of common stock outstanding during the period. For the years ended December 31, 2022 and 2021, all shares issuable upon conversion of convertible debt and the exercise of outstanding stock options and warrants were antidilutive, and, therefore, not included in the computation of diluted income (loss) per share. |
DIGITAL ALLY HEALTHCARE VENTURE
DIGITAL ALLY HEALTHCARE VENTURE | 12 Months Ended |
Dec. 31, 2022 | |
Digital Ally Healthcare Venture | |
DIGITAL ALLY HEALTHCARE VENTURE | NOTE 21. DIGITAL ALLY HEALTHCARE VENTURE On June 4, 2021, Digital Ally Healthcare, a wholly-owned subsidiary of the Company, entered into a venture with Nobility LLC (“Nobility”), an eight-year-old revenue cycle management (“RCM”) company servicing the medical industry, to form Nobility Healthcare, LLC (“Nobility Healthcare”). Digital Ally Healthcare is capitalizing the venture with $ 13.5 Digital Ally Healthcare owns 51% of the venture that entitles it to 51% of the distributable cash as defined in the venture’s operating agreement plus a cumulative preferred return of 10% per annum on its invested capital. Nobility will receive a management fee and 49% of the distributable cash, subordinated to Digital Ally Healthcare’s preferred return. On June 30, 2021, the Company’s revenue cycle management segment completed the acquisition of a private medical billing company (the “Healthcare Acquisition”). In accordance with the stock purchase agreement, the Company’s revenue cycle management segment agreed to a non-refundable initial payment (the “Initial Payment Amount”) of $ 850,000 350,000 317,212 162,552 1,376,509 164,630 75,000 The Company accounts for business combinations using the acquisition method and that the Company has early adopted the amendments of Regulation S-X dated May 21, 2020 and has concluded that this acquisition was not significant. Accordingly, the presentation of the assets acquired, historical financial statements under Rule 3-05 and related pro forma information under Article 8 of Regulation S-X, respectively, are not required to be presented. Under the acquisition method, the purchase price of the Healthcare Acquisition has been allocated to the acquired tangible and identifiable intangible assets and assumed liabilities based on their estimated fair values at the time of the Healthcare Acquisition. This allocation involves a number of assumptions, estimates, and judgments that could materially affect the timing or amounts recognized in our financial statements. Our assumptions and estimates are based upon information obtained from the management of the Company’s revenue cycle management segment. The acquisition was structured as stock purchase, therefore the excess purchase price over the fair value of net tangible assets acquired was recorded as goodwill, which will not be amortized for income tax filing purposes. The results of operations of acquired businesses are included in the consolidated financial statements from the acquisition date. The purchase price of the Healthcare Acquisition was allocated to the tangible assets, and assumed liabilities based on their preliminary estimated fair values at the time of the Healthcare Acquisition. The preliminary and final estimated fair value of assets acquired and liabilities assumed in the Healthcare Acquisition were as follows: SCHEDULE OF PRELIMINARY FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ACQUISITION Purchase price allocation Description Preliminary Final Assets acquired: Tangible assets acquired, consisting of acquired cash, accounts receivable and right of use asset $ 174,351 $ 174,351 Intangible assets acquired – Client Agreements $ 174,351 $ 174,351 Intangible assets acquired – client agreements — 457,079 Goodwill 1,125,000 667,921 Liabilities assumed consisting of a promissory note issued by the selling shareholders which was paid off at closing, net of lease liability assumed 77,158 77,158 Liabilities assumed pursuant to stock purchase agreement 77158 77158 Net assets acquired and liabilities assumed $ 1,376,509 $ 1,376,509 Consideration: Cash paid at Healthcare Acquisition date $ 1,026,509 $ 1,026,509 Contingent consideration earn-out agreement 350,000 350,000 Total Healthcare Acquisition purchase price $ 1,376,509 $ 1,376,509 The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives in years as of the date of acquisition: SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSETS ACQUIRED AND THEIR ESTIMATED USEFUL LIVES Cost Amortization through Estimated Identifiable intangible assets: Client agreements $ 457,079 $ 68,562 10 For the period from the date of the Healthcare Acquisition to June 30, 2022, the Company adjusted its preliminary fair value estimates and estimated useful lives based upon information obtained through June 30, 2022, which resulted in adjustments to the preliminary allocation of the purchase price. These adjustments primarily related to estimated identifiable intangible asset fair values of client agreements and goodwill. During the measurement period (which is the period required to obtain all necessary information that existed at the acquisition date, or to conclude that such information is unavailable, not to exceed one year), additional assets or liabilities may be recognized, or there could be changes to the amounts of assets or liabilities previously recognized on a preliminary basis, if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of these assets or liabilities as of that date. The change in fair value of the contingent consideration is more fully described in Note 10, “Debt Obligations”. On August 31, 2021, the Company’s revenue cycle management segment completed the acquisition of another private medical billing company (the “Medical Billing Acquisition”). In accordance with the stock purchase agreement, Nobility Healthcare agreed to a non-refundable initial payment (the “Initial Payment Amount”) of $ 2,270,000 650,000 2,920,000 5,602 The Company accounts for business combinations using the acquisition method and that the Company has early adopted the amendments of Regulation S-X dated May 21, 2020 and has concluded that this acquisition was not significant. Accordingly, the presentation of the assets acquired, historical financial statements under Rule 3-05 and related pro forma information under Article 8 of Regulation S-X, respectively, are not required to be presented. Under the acquisition method, the purchase price of the Healthcare Acquisition has been allocated to the acquired tangible and identifiable intangible assets and assumed liabilities based on their estimated fair values at the time of the Healthcare Acquisition. This allocation involves a number of assumptions, estimates, and judgments that could materially affect the timing or amounts recognized in our financial statements. Our assumptions and estimates are based upon information obtained from the management of the Company’s revenue cycle management segment. The acquisition was structured as stock purchase, therefore the excess purchase price over the fair value of net tangible assets acquired was recorded as goodwill, which will not be amortized for income tax filing purposes. The results of operations of acquired businesses are included in the consolidated financial statements from the acquisition date. The purchase price of the Medical Billing Acquisition was allocated to the tangible assets, and assumed liabilities based on their preliminary estimated fair values at the time of the Medical Billing Acquisition. The preliminary and final estimated fair value of assets acquired, and liabilities assumed in the Medical Billing Acquisition were as follows: SCHEDULE OF PRELIMINARY FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ACQUISITION Preliminary As Final As Purchase price Preliminary As Final As Description September 30, September 30, Assets acquired: Tangible assets acquired $ 401,547 $ 401,547 Identifiable intangible assets acquired – client agreements — 206,955 Goodwill 2,920,000 2,713,045 Liabilities assumed pursuant to stock purchase agreement (401,547 ) (401,547 ) Net assets acquired and liabilities assumed $ 2,920,000 $ 2,920,000 Consideration: Cash paid at Healthcare Acquisition date $ 2,270,000 $ 2,270,000 Contingent consideration earn-out agreement 650,000 650,000 Total Healthcare Acquisition purchase price $ 2,920,000 $ 2,920,000 The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives in years as of the date of acquisition: SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSET ACQUIRED AND THEIR ESTIMATED USEFUL LIVES Cost Amortization through Estimated Identifiable intangible assets: Client agreements $ 206,955 $ 27,594 10 For the period from the date of the Healthcare Acquisition to August 31, 2022, the Company adjusted its preliminary fair value estimates and estimated useful lives based upon information obtained through August 31, 2022, which resulted in adjustments to the preliminary allocation of the purchase price. These adjustments primarily related to estimated identifiable intangible asset fair values of client agreements and goodwill. During the measurement period (which is the period required to obtain all necessary information that existed at the acquisition date, or to conclude that such information is unavailable, not to exceed one year), additional assets or liabilities may be recognized, or there could be changes to the amounts of assets or liabilities previously recognized on a preliminary basis, if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of these assets or liabilities as of that date. The change in fair value of the contingent consideration is more fully described in Note 10, “Debt Obligations”. On January 1, 2022, the Company’s revenue cycle management segment completed the acquisition of another private medical billing company (the “Medical Billing Acquisition”). In accordance with the stock purchase agreement, Nobility Healthcare agreed to a non-refundable initial payment (the “Initial Payment Amount”) of $ 1,153,626 750,000 1,903,626 7,996 The Company accounts for business combinations using the acquisition method and that the Company has early adopted the amendments of Regulation S-X dated May 21, 2020 and has concluded that this acquisition was not significant. Accordingly, the presentation of the assets acquired, historical financial statements under Rule 3-05 and related pro forma information under Article 8 of Regulation S-X, respectively, are not required to be presented. Under the acquisition method, the purchase price of the Healthcare Acquisition has been allocated to the acquired tangible and identifiable intangible assets and assumed liabilities based on their estimated fair values at the time of the Healthcare Acquisition. This allocation involves a number of assumptions, estimates, and judgments that could materially affect the timing or amounts recognized in our financial statements. Our assumptions and estimates are based upon information obtained from the management of the Company’s revenue cycle management segment. The acquisition was structured as stock purchase, therefore the excess purchase price over the fair value of net tangible assets acquired was recorded as goodwill, which will not be amortized for income tax filing purposes. The results of operations of acquired businesses are included in the consolidated financial statements from the acquisition date. The purchase price of the Medical Billing Acquisition was allocated to the tangible assets, and assumed liabilities based on their preliminary estimated fair values at the time of the Medical Billing Acquisition. There was no change from the preliminary estimated fair value to the final estimated fair value of assets acquired, and liabilities assumed in the Healthcare Acquisition, those value were as follows: SCHEDULE OF PRELIMINARY FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ACQUISITION Description Amount Assets acquired: Tangible assets acquired $ 190,631 Goodwill 2,100,000 Liabilities assumed pursuant to stock purchase agreement (387,005 ) Total assets acquired and liabilities assumed $ 1,903,626 Consideration: Cash paid at acquisition date $ 1,153,626 Contingent consideration promissory note 750,000 Total acquisition purchase price $ 1,903,626 During the measurement period (which is the period required to obtain all necessary information that existed at the acquisition date, or to conclude that such information is unavailable, not to exceed one year), additional assets or liabilities may be recognized, or there could be changes to the amounts of assets or liabilities previously recognized on a preliminary basis, if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of these assets or liabilities as of that date. The change in fair value of the contingent consideration is more fully described in Note 10, “Debt Obligations”. On February 1, 2022, the Company’s revenue cycle management segment completed an asset acquisition from another private medical billing company (the “Medical Billing Asset Acquisition”). In accordance with the asset purchase agreement, Nobility Healthcare agreed to a non-refundable initial payment (the “Initial Payment Amount”) of $ 230,000 105,000 335,000 10,322 In accordance with ASC 805, “Business Combinations”, the acquisition method of accounting is used, and recognition of the assets acquired is at fair value as of the acquisition dates. All acquisition costs were expensed as incurred. The consideration paid has been allocated to the assets acquired based on their estimated fair values at the acquisition date. The estimate of fair values for the intangible assets acquired were agreed to by both buyer and seller. The estimated fair value of intangible assets acquired in the Medical Billing Asset Acquisition were as follows: SCHEDULE OF PRELIMINARY FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ACQUISITION Description Amount Assets acquired: Intangible assets acquired – client agreements $ 335,000 Total assets acquired and liabilities assumed $ 335,000 Consideration: Cash paid at acquisition date $ 230,000 Contingent consideration promissory note 105,000 Total acquisition purchase price $ 335,000 The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives in years as of the date of acquisition: SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSETS ACQUIRED AND THEIR ESTIMATED USEFUL LIVES Cost Amortization through Estimated Identifiable intangible assets: Client agreements $ 335,000 $ 30,708 10 The change in fair value of the contingent consideration is more fully described in Note 10, “Debt Obligations” and will be estimated on a quarterly basis. |
TICKETSMARTER ACQUISITION
TICKETSMARTER ACQUISITION | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
TICKETSMARTER ACQUISITION | NOTE 22. TICKETSMARTER ACQUISITION On September 1, 2021, Digital Ally, Inc. formed TicketSmarter, Inc. (“TicketSmarter”), through which the Company completed the acquisition of Goody Tickets, LLC, a Kansas limited liability company (“Goody Tickets”) and TicketSmarter, LLC, a Kansas limited liability company (“TicketSmarter LLC”), collectively the “TicketSmarter Acquisition”. TicketSmarter, Inc. comprises the Company’s entertainment business segment. In accordance with the stock purchase agreement, the Company agreed to an initial payment (the “Initial Payment Amount”) of $ 9,403,600 4,244,400 3,700,000 500,000 297,726 202,274 40,625 The Company accounts for business combinations using the acquisition method and that the Company has early adopted the amendments of Regulation S-X dated May 21, 2020 and has concluded that this acquisition was not significant. Accordingly, the presentation of the assets acquired, historical financial statements under Rule 3-05 and related pro forma information under Article 11 of Regulation S-X, respectively, are not required to be presented. Under the acquisition method, the purchase price of the TicketSmarter Acquisition has been allocated to Goody Tickets’ and TicketSmarter LLC’s acquired tangible and identifiable intangible assets and assumed liabilities based on their estimated fair values at the time of the TicketSmarter Acquisition. This allocation involves a number of assumptions, estimates, and judgments that could materially affect the timing or amounts recognized in our financial statements. The TicketSmarter Acquisition was structured as a stock purchase; however the parties agreed to coordinate the election to invoke IRS Section 338(h)(10) relative to this transaction for tax purposes. Therefore, the excess purchase price over the fair value of net tangible assets acquired was recorded as goodwill, which will be amortized over 15 years for income tax filing purposes. Likewise, the other acquired assets were stepped up to fair value and is deductible for income tax purposes. The results of operations of acquired businesses are included in the consolidated financial statements from the acquisition date. The purchase price of the TicketSmarter Acquisition was allocated to Goody Tickets’ and TicketSmarter LLC’s tangible assets, goodwill, identifiable intangible assets, and assumed liabilities based on their preliminary estimated fair values at the time of the TicketSmarter Acquisition. The Company retained the services of an independent valuation firm to determine the fair value of these identifiable intangible assets. The preliminary and final estimated fair value of assets acquired, and liabilities assumed in the TicketSmarter Acquisition were as follows: SCHEDULE OF PARLIAMENT AND FINAL ESTIMATED FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED ACQUISITION As allocated Final as allocated Purchase price allocation As allocated Final as allocated Description September 30, 2021 December 31, 2021 Assets acquired: Tangible assets acquired, including $ 51,432 $ 7,139,930 $ 5,748,291 Identifiable intangible assets acquired — 6,800,000 Goodwill 11,839,308 5,886,547 Liabilities assumed (5,128,964 ) (5,128,964 ) Liabilities assumed pursuant to stock purchase agreement - 5128964 -5128964 Net assets acquired and liabilities assumed $ 13,850,274 $ 13,305,874 Consideration: Cash paid at TicketSmarter Acquisition date $ 8,413,240 $ 8,413,240 Common stock issued as consideration for TicketSmarter Acquisition at date of acquisition 990,360 990,360 Contingent consideration earn-out agreement 4,244,400 3,700,000 Cash paid at closing to escrow amount 500,000 500,000 Cash retained from escrow amount pursuant to settlement of working capital target (297,726 ) (297,726 ) Total TicketSmarter Acquisition purchase price $ 13,850,274 $ 13,305,874 The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives in years as of the date of acquisition: SCHEDULE OF COMPONENTS OF IDENTIFIABLE INTANGIBLE ASSETS ACCRUED AND ESTIMATED USEFUL LIVES Cost Amortization through Estimated Identifiable intangible assets: Trademarks $ 600,000 $ — indefinite Sponsorship agreement network 5,600,000 1,493,333 5 Search engine optimization/content 600,000 200,000 4 $ 6,800,000 $ 1,693,333 For the period from the date of the TicketSmarter Acquisition to December 31, 2021, the Company adjusted its preliminary fair value estimates and estimated useful lives based upon information obtained through December 31, 2021, which resulted in adjustments to the preliminary allocation of the purchase price. These adjustments primarily related to estimated identifiable intangible asset fair values (primarily related to the sponsorship agreement network), the estimated fair value of the contingent earn-out agreement liability and goodwill. There were no adjustments to the allocation of the purchase price during the year ended December 31, 2022. During the measurement period (which is the period required to obtain all necessary information that existed at the acquisition date, or to conclude that such information is unavailable, not to exceed one year), additional assets or liabilities may be recognized, or there could be changes to the amounts of assets or liabilities previously recognized on a preliminary basis, if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of these assets or liabilities as of that date. The change in fair value of the contingent consideration is more fully described in Note 10, “Debt Obligations”. |
SEGMENT DATA
SEGMENT DATA | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT DATA | NOTE 23. SEGMENT DATA The accounting guidance on Segment Reporting establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information of those segments to be presented in financial statements. Operating segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the chief operating decision maker (the Company’s Chief Executive Officer or “CODM”) in making decisions on how to allocate resources and assess performance. The Company’s three operating segments are Video Solutions, Revenue Cycle Management, and Entertainment, each of which has specific personnel responsible for that business and reports to the CODM. Corporate expenses capture the Company’s corporate administrative activities, is also to be reported in the segment information. The Company’s captive insurance subsidiary provides services to the Company’s other business segments and not to outside customers. Therefore, its operations are eliminated in consolidation and is not considered a separate business segment for financial reporting purposes. The Video Solutions Segment encompasses our law, commercial, and shield divisions. This segment includes both service and product revenues through our subscription models offering cloud and warranty solutions, and hardware sales for video and health safety solutions. The Revenue Cycle Management Segment provides working capital and back-office services to a variety of healthcare organizations throughout the country, as a monthly service fee. The Entertainment Segment acts as an intermediary between ticket buyers and sellers within our secondary ticketing platform, ticketsmarter.com, and we also acquire tickets from primary sellers to then sell through various platforms. The Company’s corporate administration activities are reported in the corporate line item. These activities primarily include expense related to certain corporate officers and support staff, certain accounting staff, expense related to the Company’s Board of Directors, stock option expense for options granted to corporate administration employees, certain consulting expenses, investor relations activities, and a portion of the Company’s legal, auditing and professional fee expenses. Corporate identifiable assets primarily consist of cash, invested cash (if any), refundable income taxes (if any), and deferred income taxes. Summarized financial information for the Company’s reportable business segments is provided for the indicated periods and as of December 31, 2022, and December 31, 2021: SCHEDULE OF SEGMENT REPORTING 2022 2021 Years Ended December 31, 2022 2021 Net Revenues: Video Solutions $ 8,252,288 $ 9,073,626 Revenue Cycle Management 7,886,107 1,630,048 Entertainment 20,871,500 10,709,760 Total Net Revenues $ 37,009,895 $ 21,413,434 Total net revenues $ 37,009,895 $ 21,413,434 Gross Profit: Video Solutions $ (1,250,277 ) $ 2,002,345 Revenue Cycle Management 3,303,477 521,047 Entertainment 268,741 3,140,383 Total Gross Profit $ 2,321,941 $ 5,663,775 Total gross profit $ 2,321,941 $ 5,663,774 Operating Income (loss): Video Solutions $ (9,278,721 ) $ (4,497,196 ) Revenue Cycle Management 357,705 93,763 Entertainment (7,369,241 ) 235,432 Corporate (13,443,001 ) (10,592,909 ) Total Operating Income (Loss) $ (29,733,258 ) $ (14,760,910 ) Total operating income (loss) $ (29,733,258 ) $ (14,760,910 ) Depreciation and Amortization: Video Solutions $ 769,228 $ 395,361 Revenue Cycle Management 128,082 — Entertainment 1,279,369 427,128 Total Depreciation and Amortization $ 2,176,679 $ 822,489 Total depreciation and amortization $ 2,176,679 $ 822,489 Assets (net of eliminations): Video Solutions $ 28,509,706 $ 25,983,348 Revenue Cycle Management 2,201,570 934,095 Entertainment 11,190,491 12,260,780 Corporate 14,766,295 43,810,974 Total Identifiable Assets $ 56,668,062 $ 82,989,197 The segments recorded noncash items effecting the gross profit and operating income (loss) through the established inventory reserves based on estimates of excess and/or obsolete current and non-current inventory. The Company recorded a reserve for excess and obsolete inventory in the video solutions segment of $ 5,230,261 259,280 as of December 31, 2022 The segment net revenues reported above represent sales to external customers. Segment gross profit represents net revenues less cost of revenues. Segment operating income, which is used in management’s evaluation of segment performance, represents net revenues, less cost of revenues, less all operating expenses. Identifiable assets are those assets used by each segment in its operations. Corporate assets primarily consist of cash, property, plant and equipment, accounts receivable, inventories, and other assets. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | Note 24. SUBSEQUENT EVENTS 2023 Issuance of Restricted Common Stock On January 9, 2023, the compensation committee (“the “Compensation Committee”) of the board of directors awarded Stanton E. Ross 17,500 5,000 1,000 12,500 Reverse Stock Split On February 6, 2023, we filed a Certificate of Amendment to the Articles of Incorporation, as amended, with the Secretary of State of the State of Nevada to effect a 1-for-20 reverse stock split Nasdaq Compliance On February 23, 2023, the Company received notice from Nasdaq confirming that the Company has cured its bid price deficiency and has fully regained compliance with the Minimum Bid Price Requirement. |
NATURE OF BUSINESS AND SUMMAR_2
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Consolidation | Basis of Consolidation The accompanying financial statements include the consolidated accounts of Digital Ally, its wholly-owned subsidiaries, Digital Ally International, Inc., Shield Products, LLC, Digital Ally Healthcare, LLC, TicketSmarter, Inc., Worldwide Reinsurance, Ltd., Digital Connect, Inc., BirdVu Jets, Inc., Kustom 440, Inc., and its majority-owned subsidiary Nobility Healthcare, LLC. All intercompany balances and transactions have been eliminated during consolidation. The Company formed Digital Ally International, Inc. during August 2009 to facilitate the export sales of its products. The Company formed Shield Products, LLC in May 2020 to facilitate the sales of its Shield™ line of disinfectant/cleanser products and ThermoVu® line of temperature monitoring equipment. The Company formed Nobility Healthcare, LLC (“Nobility Healthcare”) in June 2021 to facilitate the operations of its revenue cycle management solutions and back-office services for healthcare organizations. The Company formed TicketSmarter, Inc. upon its acquisition of Goody Tickets, LLC and TicketSmarter, LLC, to facilitate its global ticketing operations. The Company formed Worldwide Reinsurance Ltd., which is a captive insurance company domiciled in Bermuda. It will provide primarily liability insurance coverage to the Company for which insurance may not be currently available or economically feasible in today’s insurance marketplace. The Company formed Digital Connect, Inc. and BirdVu Jets, Inc. for travel and transportation purposes in 2022. The Company formed Kustom 440, Inc. in 2022 to create unique entertainment experiences directly for consumers. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and subordinated notes payable approximate fair value because of the short-term nature of these items. |
Revenue Recognition | Revenue Recognition The Company applies the provisions of Accounting Standards Codification (ASC) 606-10, Revenue from Contracts with Customers The Company has two different revenue streams, product and service, represented through its three segments. The Company reports all revenues on a gross basis, other than service revenues from the Company’s entertainment and revenue cycle management segments, Revenues generated by all segments are reported net of sales taxes. Video Solutions The Company considers customer purchase orders, which in some cases are governed by master sales agreements, to be the contracts with the customer. In situation where sales are to a distributor, the Company had concluded its contracts are with the distributor as the Company holds a contract bearing enforceable rights and obligations only with the distributor. As part of part of its consideration for the contract, the Company evaluates certain factors including the customers’ ability to pay (or credit risk). For each contract, the Company considers the promise to transfer products, each of which is distinct, to be the identified performance obligations. In determining the transaction price, the Company evaluates whether the price is subject to refund or adjustment to determine the net consideration to which it expects to be entitled. As the Company’s standard payment terms are less than one year, it has elected the practical expedient under ASC 606-10-32-18 to not assess whether a contract has a significant financing component. The Company allocates the transaction price to each distinct product based on its relative standalone selling price. The product price as specified on the purchase order is considered the standalone selling price as it is an observable input which depicts the price as if sold to a similar customer in similar circumstances. Revenue is recognized when control of the product is transferred to the customer (i.e. when the Company’s performance obligations is satisfied), which typically occurs at shipment. Further in determining whether control has been transferred, the Company considers if there is a present right to payment and legal title, along with risks and rewards of ownership having transferred to the customer. Customers do not have a right to return the product other than for warranty reasons for which they would only receive repair services or replacement products. The Company has also elected the practical expedient under ASC 340-40-25-4 to expense commissions for product sales when incurred as the amortization period of the commission asset the Company would have otherwise recognized is less than one year. Service and other revenue is comprised of revenues from extended warranties, repair services, cloud revenue and software revenue. Revenue is recognized upon shipment of the product and acceptance of the service or materials by the end customer for repair services. Revenue for extended warranty, cloud service or other software-based products is over the term of the contract warranty or service period. A time-elapsed method is used to measure progress because the Company transfers control evenly over the contractual period. Accordingly, the fixed consideration related to these revenues is generally recognized on a straight-line basis over the contract term, as long as the other revenue recognition criteria have been met. The Company’s multiple performance obligations may include future in-car or body-worn camera devices to be delivered at defined points within a multi-year contract, and in those arrangements, the Company allocates total arrangement consideration over the life of the multi-year contract to future deliverables using management’s best estimate of selling price. Revenue Cycle Management The Company reports revenue cycle management revenues on a net basis, as its primary source of revenue is its end-to-end service fees which is generally determined as a percentage of the invoice amounts collected. These service fees are reported as revenue monthly upon completion of the Company’s performance obligation to provide the agreed upon service. Entertainment The Company reports ticketing revenue on a gross or net basis based on management’s assessment of whether the Company is acting as a principal or agent in the transaction. The determination is based upon the evaluation of control over the event ticket, including the right to sell the ticket, prior to its transfer to the ticket buyer. The Company sells tickets held in inventory, which consists of one performance obligation, being to transfer control of an event ticket to the buyer upon confirmation of the order. The Company acts as the principal in these transactions as the ticket is owned by the Company at the time of sale, therefore controlling the ticket prior to transferring to the customer. In these transactions, revenue is recorded on a gross basis based on the value of the ticket and is recognized when an order is confirmed. Payment is typically due upon delivery of the ticket. The Company also acts as an intermediary between buyers and sellers through online secondary marketplace. Revenues derived from this marketplace primarily consist of service fees from ticketing operations, and consists of one primary performance obligation, which is facilitating the transaction between the buyer and seller, being satisfied at the time the order has been confirmed. As the Company does not control the ticket prior to the transfer, the Company acts as an agent in these transactions. Revenue is recognized on a net basis, net of the amount due to the seller when an order is confirmed, the seller is then obligated to deliver the tickets to the buyer per the seller’s listing. Payment is due at the time of sale. Other Contract liabilities consist of deferred revenue and include payments received in advance of performance under the contract and are reported separately as current liabilities and non-current liabilities in the Consolidated Balance Sheets. Such amounts consist of extended warranty contracts, prepaid cloud services and prepaid installation services and are generally recognized as the respective performance obligations are satisfied. During the year ended December 31, 2022, the Company recognized revenue of $ 2.4 SCHEDULE OF CONTRACT LIABILITIES December 31, 2022 December 31, 2021 Additions/Reclass Recognized Revenue December 31, 2022 Contract liabilities, current $ 1,665,519 $ 1,478,479 $ 989,124 $ 2,154,874 Contract liabilities, non-current 2,687,786 4,560,600 1,430,304 5,818,082 $ 4,353,305 $ 6,039,079 $ 2,419,428 $ 7,972,956 December 31, 2021 December 31, 2020 Additions/Reclass Recognized Revenue December 31, 2021 Contract liabilities, current $ 1,647,469 $ 696,936 $ 678,886 $ 1,665,519 Contract liabilities, non-current 1,848,869 2,432,884 1,593,967 2,687,786 $ 3,496,338 $ 3,129,820 $ 2,272,853 $ 4,353,305 Sales returns and allowances aggregated $ 118,027 45,298 |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management utilizes various other estimates, including but not limited to, determining the estimated lives of long-lived assets, determining the potential impairment of long-lived assets, the fair value of warrants, options, the recognition of revenue, inventory valuation reserve, fair value of assets and liabilities acquired in a business combination, incremental borrowing rate on leases, the valuation allowance for deferred tax assets and other legal claims and contingencies. The results of any changes in accounting estimates are reflected in the financial statements in the period in which the changes become evident. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period that they are determined to be necessary. |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents include funds on hand, in bank and short-term investments with original maturities of ninety (90) days or less. The following table shows the Company’s cash and cash equivalents by significant investment category as of December 31, 2022 and 2021: SCHEDULE OF SHORT TERM INVESTMENTS December 31, 2022 Adjusted Realized Realized Fair Value Demand deposits $ 897,745 $ — $ — $ 897,745 Short-term investments with original maturities of 90 days or less (Level 1): Money market funds 2,634,454 — — 2,634,454 $ 3,532,199 $ — $ — $ 3,532,199 December 31, 2021 Adjusted Unrealized Unrealized Fair Value Demand deposits $ 5,031,246 $ — $ — $ 5,031,246 Short-term investments with original maturities of 90 days or less (Level 1): Money market funds 14,928,526 — — 14,928,526 Mutual funds 12,079,901 — (31,881 ) 12,048,020 $ 32,039,673 $ — $ (31,881 ) $ 32,007,792 The Company maintains its cash and cash equivalents in banks insured by the Federal Deposit Insurance Corporation (FDIC) in accounts that at times may be in excess of the federally insured limit of $ 250,000 2,495,189 29,836,142 |
Accounts Receivable | Accounts Receivable Accounts receivable are carried at original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts on a weekly basis. The Company determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history, and current economic conditions. Trade receivables are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when received. A trade receivable is considered to be past due if any portion of the receivable balance is outstanding for more than thirty (30) days beyond terms. No interest is charged on overdue trade receivables. |
Goodwill and Other Intangibles | Goodwill and Other Intangibles Goodwill Business Combinations Intangibles - Goodwill and Other Goodwill impairment testing is performed at the reporting unit level. Goodwill is assigned to reporting units at the date the goodwill is initially recorded. Once goodwill has been assigned to reporting units, it no longer retains its association with a particular acquisition, and all of the activities within a reporting unit, whether acquired or internally generated, are available to support the value of the goodwill. Traditionally, goodwill impairment testing is a two-step process. Step one involves comparing the fair value of the reporting units to its carrying amount. If the carrying amount of a reporting unit is greater than zero and its fair value is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount is greater than the fair value, the second step must be completed to measure the amount of impairment, if any. Step two involves calculating an implied fair value of goodwill. The Company has adopted ASU 2017-04 which simplifies subsequent goodwill measurement by eliminating step two from the goodwill impairment test. As a result, the Company compares the fair value of a reporting unit with its respective carrying value and recognizes an impairment charge for the amount by which the carrying amount exceeded the reporting unit’s fair value. The Company determines the fair value of its reporting units using the market approach. Under the market approach, we estimate the fair value based on multiples of comparable public companies and precedent transactions. Significant estimates in the market approach include: identifying similar companies with comparable business factors such as size, growth, profitability, risk and return on investment, and assessing comparable revenue and operating income multiples in estimating the fair value of the reporting unit. Long-lived and Other Intangible Assets - Accounting for the Impairment or Disposal of Long-lived Assets Factors considered by the Company include, but are not limited to, significant underperformance relative to historical or projected operating results; significant changes in the manner of use of the acquired assets or the strategy for the overall business; and significant negative industry or economic trends. When the carrying value of a long-lived asset may not be recoverable based upon the existence of one or more of the above indicators of impairment, the Company estimates the future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the expected future undiscounted cash flows and eventual disposition is less than the carrying amount of the asset, the Company recognizes an impairment loss. An impairment loss is reflected as the amount by which the carrying amount of the asset exceeds the fair value of the asset, based on the fair value if available, or discounted cash flows, if fair value is not available. The Company assessed potential impairments of its long-lived assets as of December 31, 2022 and concluded that there was no impairment. Long-lived assets such as property, plant and equipment and purchased intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values and third-party appraisals, as considered necessary. Intangible assets include deferred patent costs and license agreements. Legal expenses incurred in preparation of patent application have been deferred and will be amortized over the useful life of granted patents. Costs incurred in preparation of applications that are not granted will be charged to expense at that time. The Company has entered into several sublicense agreements under which it has been assigned the exclusive rights to certain licensed materials used in its products. These sublicense agreements generally require upfront payments to obtain the exclusive rights to such material. The Company capitalizes the upfront payments as intangible assets and amortizes such costs over their estimated useful life on a straight-line method. |
Inventories | Inventories Inventories for the video solutions segment consist of electronic parts, circuitry boards, camera parts and ancillary parts (collectively, “components”), work-in-process and finished goods. Finished goods that are manufactured and assembled by the Company are carried at the lower of cost or net realizable value, with cost determined by standard cost methods, which approximate the first-in, first-out method. Inventory costs include material, labor and manufacturing overhead. Inventories for the entertainment segment consists of tickets to live events purchased, which are held at lower of cost or net realizable value, and written-off after the event has occurred. Event tickets for the entertainment segment are carried at lower of cost or net realizable value, and fully written off at the time the event occurs if the ticket is unsold and remaining in inventory after the completion of the event. Management has established inventory reserves based on estimates of excess and/or obsolete current inventory. Manufacturing inventory for the video solutions segment is reviewed for obsolescence and excess quantities on a quarterly basis, based on estimated future use of quantities on hand, which is determined based on past usage, planned changes to products and known trends in markets and technology. Changes in support plans or technology could have a significant impact on obsolescence. To support our world-wide service operations for the video solutions segment, we maintain service spare parts inventory, which consists of both consumable and repairable spare parts. Consumable service spare parts are used within our service business to replace worn or damaged parts in a system during a service call and are generally classified in current inventory as our stock of this inventory turns relatively quickly. However, if there has been no recent usage for a consumable service spare part, but the part is still necessary to support systems under service contracts, the part is considered to be non-current and included within non-current inventories within our consolidated balance sheet. Consumables are charged to cost of goods sold when issued during the service call. As these service parts age over the related product group’s post-production service life, we reduce the net carrying value of our repairable spare part inventory on the consolidated balance sheet to account for the excess that builds over the service life. The post-production service life of our systems is generally seven to twelve years and, at the end of twelve years, the carrying value for these parts in our consolidated balance sheet is reduced to zero. We also perform periodic monitoring of our installed base for premature end of service life events and expense, through cost of sales, the remaining net carrying value of any related spare parts inventory in the period incurred. |
Property, plant and equipment | Property, plant and equipment Property, plant and equipment is stated at cost net of accumulated depreciation. Additions and improvements are capitalized while ordinary maintenance and repair expenditures are charged to expense as incurred. Depreciation is recorded by the straight-line method over the estimated useful life of the asset, which ranges from three to thirty years, other than the infinite useful life of land. Amortization expense on capitalized leases is included with depreciation expense. The cost and accumulated depreciation related to assets sold or retired are removed from the accounts and any gain or loss is credited or charged to income. |
Leases | Leases The Company determines if an arrangement contains a lease at inception. For arrangements where the Company is the lessee, the Company will evaluate whether to account for the lease as an operating or finance lease. Operating leases are included in the right of use assets (ROU) and operating lease liabilities on the consolidated balance sheet as of December 31, 2022. Finance leases would be included in property, plant and equipment, net and long-term debt and finance lease obligations on the balance sheet. The Company had operating leases for copiers and its office and warehouse space at December 31, 2022 but no financing leases. ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The Company uses its incremental borrowing rate based on the information available at the commencement date in determining the operating lease liabilities if the operating lease does not provide an implicit rate. Lease terms may include the option to extend when Company is reasonably certain that the option will be exercised. Lease expense for operating leases is recognized on a straight-line basis over the lease term. The Company elected to apply the short-term lease measurement and recognition exemption in which ROU assets and lease liabilities are not recognized for short term leases. |
Warranties | Warranties The Company’s video solutions segment products carry explicit product warranties that extend up to two years from the date of shipment. The Company records a provision for estimated warranty costs based upon historical warranty loss experience and periodically adjusts these provisions to reflect actual experience. Accrued warranty costs are included in accrued expenses. Extended warranties are offered on selected products and when a customer purchases an extended warranty the associated proceeds are treated as contract liabilities and recognized over the term of the extended warranty. |
Shipping and Handling Costs | Shipping and Handling Costs Shipping and handling costs video solutions segment for outbound sales orders totaled $ 70,749 79,763 |
Advertising Costs | Advertising Costs Advertising expense video solutions segment and entertainment segments includes costs related to trade shows and conventions, promotional material and supplies, and media costs. Advertising costs are expensed in the period in which they are incurred. The Company incurred total advertising expenses of approximately $ 7,668,641 4,110,032 |
Income Taxes | Income Taxes Deferred taxes are provided for by the liability method in which deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company applies the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 740 - Income Taxes that provides a framework for accounting for uncertainty in income taxes and provided a comprehensive model to recognize, measure, present, and disclose in its financial statements uncertain tax positions taken or expected to be taken on a tax return. It initially recognizes tax positions in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions are initially and subsequently measured as the largest amount of tax benefit that is greater than 50% likely The Company’s policy is to record estimated interest and penalties related to the underpayment of income taxes as income tax expense in the Consolidated Statements of Operations. There was no no The Company is subject to taxation in the United States and various states. As of December 31, 2022, the Company’s tax returns filed for 2019, 2020 and 2021 and to be filed for 2022 are subject to examination by the relevant taxing authorities. With a few exceptions, as of December 31, 2022, the Company is no longer subject to Federal, state, or local examinations by tax authorities for taxable years prior to 2019. |
Research and Development Expenses | Research and Development Expenses The Company expenses all research and development costs as incurred, which is generally incurred by the video solutions segment. Development costs of computer software to be sold, leased, or otherwise marketed are subject to capitalization beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers. In most instances, the Company’s products are released soon after technological feasibility has been established. Costs incurred subsequent to achievement of technological feasibility were not significant, and software development costs were expensed as incurred during 2022 and 2021. |
Warrant Derivative Liabilities | Warrant Derivative Liabilities In accordance with FASB ASC 815-40, Derivatives and Hedging: Contracts in an Entities Own Equity, entities must consider whether to classify contracts that may be settled in its own stock, such as warrants to purchase shares of Common Stock, as equity of the entity or as an asset or liability. If an event that is not within the entity’s control could require net cash settlement, then the contract should be classified as an asset or a liability rather than as equity. We have determined because the terms of the warrants issued during the first quarter of 2021, and remain outstanding, include a provision that entitles all the warrant holders to receive cash for their warrants in the event of a qualifying cash tender offer, while only certain of the holders of the underlying shares of common stock would be entitled to cash, our warrants should be classified as liability measured at fair value, with changes in fair value each period reported in earnings. Volatility in the price of our common stock may result in significant changes in the value of the derivatives and resulting gains and losses on our statement of operations. |
Stock-Based Compensation | Stock-Based Compensation The Company grants stock-based compensation to its employees, board of directors and certain third-party contractors. Share-based compensation arrangements may include the issuance of options to purchase common stock in the future or the issuance of restricted stock, which generally are subject to vesting requirements. The Company records stock-based compensation expense for all stock-based compensation granted based on the grant-date fair value. The Company recognizes these compensation costs on a straight-line basis over the requisite service period of the award. The Company estimates the grant-date fair value of stock-based compensation using the Black-Scholes valuation model. Assumptions used to estimate compensation expense are determined as follows: ● Expected term is determined using the contractual term and vesting period of the award; ● Expected volatility of award grants made in the Company’s plan is measured using the weighted average of historical daily changes in the market price of the Company’s common stock over the period equal to the expected term of the award; ● Expected dividend rate is determined based on expected dividends to be declared; ● Risk-free interest rate is equivalent to the implied yield on zero-coupon U.S. Treasury bonds with a maturity equal to the expected term of the awards; and ● Forfeitures are accounted for as they occur. |
Segment Reporting | Segment Reporting The accounting guidance on Segment Reporting establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information of those segments to be presented in financial statements. Operating segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the chief operating decision maker (the Company’s Chief Executive Officer or “CODM”) in making decisions on how to allocate resources and assess performance. The Company’s three operating segments are Video Solutions, Revenue Cycle Management, and Entertainment, each of which has specific personnel responsible for that business and reports to the CODM. Corporate expenses capture the Company’s corporate administrative activities, is also to be reported in the segment information. Therefore, its operations are eliminated in consolidation and is not considered a separate business segment for financial reporting purposes. |
Contingent Consideration | Contingent Consideration In circumstances where an acquisition involves a contingent consideration arrangement that meets the definition of a liability under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity, the Company recognizes a liability equal to the fair value of the contingent payments the Company expects to make as of the acquisition date. The Company remeasures this liability each reporting period and records changes in the fair value through the consolidated statement of operations. |
Repurchase and Cancellation of Shares | Repurchase and Cancellation of Shares From time to time, the Company’s Board of Directors (the “Board”) may authorize share repurchases of common stock. Shares repurchased under Board authorizations are held in treasury for general corporate purposes and cancelled when it is determined appropriate by management. The Company accounts for repurchases of common stock under the cost method. Shares repurchased and cancelled during the period were recorded as a reduction to stockholders’ equity. See further discussion of the Company’s share repurchase program in Note 18–Stockholders’ Equity. |
Non-Controlling Interests | Non-Controlling Interests Non-controlling interests in the Company’s Consolidated Financial Statements represent the interest in subsidiaries held by venture partners. The venture partners hold noncontrolling interests in the Company’s consolidated subsidiary Nobility Healthcare, LLC. Since the Company consolidates the financial statements of all wholly-owned and majority owned subsidiaries, the noncontrolling owners’ share of each subsidiary’s results of operations are deducted and reported as net income attributable to noncontrolling interest in the Consolidated Statements of Operations. |
Redeemable Preferred Stock | Redeemable Preferred Stock Preferred stock may be classified as a liability, temporary equity (i.e., mezzanine equity) or permanent equity. In order to determine the appropriate classification, an evaluation of the cash redemption features is required. Where there exists an absolute right of redemption presently or in the future, the preferred stock would be classified as a liability. If redemption is contingently redeemable upon the occurrence of an event that is outside of the issuer’s control, it should be classified as mezzanine equity. The probability that the redemption event will occur is irrelevant. If no redemption features exist, or if a contingent redemption feature is within the Company’s control, the preferred stock would be considered equity. |
Lease Receivable | Lease Receivable Lease receivable are carried at the original invoice amount less the total payments received pertaining to each individual customer’s lease agreement. These agreements range from three to five years and are removed from lease receivables upon termination of the agreement. The Company determines if an allowance for doubtful accounts by regularly evaluating individual customer lease receivables and considering a customer’s financial condition, credit history, and current economic conditions. No |
Notes Receivable | Notes Receivable Notes receivable are carried at the original note amount less an estimate made for doubtful receivables based on a review of all outstanding notes on a quarterly basis. The Company determines the allowance for doubtful accounts by regularly evaluating each note receivable and considering the borrower’s financial condition, credit history, and current economic conditions. The Company entered into a promissory note, through its entertainment segment, as part of a co-marketing agreement, with a principal amount of $ 3,000,000 1,401,660 1,598,340 December 31, 2023 |
New Accounting Standards | New Accounting Standards In 2020, FASB issued ASU No. 2020-06 to simplify the accounting for convertible debt instruments as the current accounting guidance was determined to be unnecessarily complex and difficult to navigate. The ASU primarily does three things: (1) The ASU eliminates the beneficial conversion feature model and the cash conversion model. The elimination of these models will result in more convertible instruments (convertible debt instruments or convertible preferred stock instruments) being reported as a single liability instrument. The ASU also makes targeted improvements to the related disclosures, (2) The ASU eliminates certain settlement conditions that are required to qualify for derivative scope exception which will allow for less equity contracts to be accounted for as a derivative and (3) The ASU aligns the diluted EPS calculation for convertible instruments by requiring the use of the if-converted method and requiring share settlement be included in the calculation when the contract includes an option of cash or share settlement. ASU No. 2020-06 is effective for fiscal years beginning after December 15, 2021 with early adoption permitted for fiscal years beginning after December 15, 2020. The Company adopted this update for the quarter ended March 31, 2021, with no material effect on the financials. In 2020, FASB issued ASU No. 2020-01 which represents a consensus of the Emerging Issues Task Force and it clarifies certain items related to ASU 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The ASU (1) clarifies that when an entity is either applying the equity method or upon discontinuing the equity method it should consider observable price changes in orderly transactions for the identical or a similar investment with the same issuer for valuing basis of the investment and (2) clarifies that when determining the accounting for certain forward contracts and purchased options an entity should not consider, whether upon settlement or exercise, if the underlying securities would be accounted for under the equity method or fair value option. ASU No. 2020-01 is effective for fiscal years beginning after December 15, 2020 with early adoption permitted. The Company adopted this update for the quarter ended March 31, 2021, with no material effect on the financials. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes - simplifying the accounting for income taxes (Topic 740), which is meant to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740, Income Taxes. The amendment also improves consistent application and simplifies GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The adoption of this standard did not have a significant impact on the Company’s financial position and results of operations. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses” to improve information on credit losses for financial assets and net investment in leases that are not accounted for at fair value through net income. ASU 2016-13 replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses. In April 2019 and May 2019, the FASB issued ASU No. 2019-04, “Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments” and ASU No. 2019-05, “Financial Instruments-Credit Losses (Topic 326): Targeted Transition Relief” which provided additional implementation guidance on the previously issued ASU. In November 2019, the FASB issued ASU 2019-10, “Financial Instruments - Credit Loss (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842),” which defers the effective date for public filers that are considered small reporting companies (“SRC”) as defined by the Securities and Exchange Commission to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Since the Company is an SRC, implementation is not needed until January 1, 2023. The Company will continue to evaluate the effect of adopting ASU 2016-13 will have on the Company’s consolidated financial statements. |
Going Concern Matters and Management’s Plans | Going Concern Matters and Management’s Plans The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company incurred substantial operating losses in the years ended December 31, 2022 and December 31, 2021 primarily due to reduced gross margins caused by a combination of competitors’ introduction of newer products with more advanced features together with significant price cutting of their products and the recent acquisitions with much smaller margins than the video solutions segment, historically. The Company incurred operating losses of approximately $ 29.7 14.8 92.0 66.6 The Company will have to restore positive operating cash flows and profitability over the next year and/or raise additional capital to fund its operational plans, meet its customary payment obligations and otherwise execute its business plan. There can be no assurance that it will be successful in restoring positive cash flows and profitability, or that it can raise additional financing when needed, and obtain it on terms acceptable or favorable to the Company. The Company has increased its contract liabilities to nearly $ 8.0 The Company has significantly cut costs in its entertainment segment through the removal of several large partnerships and sponsorships. These were not yielding the results management expected; thus, it is not expected that these costs with significantly hinder total revenues in 2023 and beyond. In addition to the initiatives described above, the Board of Directors is conducting a review of a full range of strategic alternatives to best position the Company for the future including, but not limited to, the sale of all or certain assets, properties or groups of properties or individual businesses or merger or combination with another company. The result of this review may also include the continued implementation of the Company’s business plan. There can be no assurance that any additional transactions or financings will result from this process. Based on the uncertainties described above, the Company believes its business plan does not alleviate the existence of substantial doubt about its ability to continue as a going concern within one year from the date of the issuance of these consolidated financial statements. The accompanying consolidated financial statements do not include any adjustments related to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
NATURE OF BUSINESS AND SUMMAR_3
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SCHEDULE OF CONTRACT LIABILITIES | SCHEDULE OF CONTRACT LIABILITIES December 31, 2022 December 31, 2021 Additions/Reclass Recognized Revenue December 31, 2022 Contract liabilities, current $ 1,665,519 $ 1,478,479 $ 989,124 $ 2,154,874 Contract liabilities, non-current 2,687,786 4,560,600 1,430,304 5,818,082 $ 4,353,305 $ 6,039,079 $ 2,419,428 $ 7,972,956 December 31, 2021 December 31, 2020 Additions/Reclass Recognized Revenue December 31, 2021 Contract liabilities, current $ 1,647,469 $ 696,936 $ 678,886 $ 1,665,519 Contract liabilities, non-current 1,848,869 2,432,884 1,593,967 2,687,786 $ 3,496,338 $ 3,129,820 $ 2,272,853 $ 4,353,305 |
SCHEDULE OF SHORT TERM INVESTMENTS | Cash and cash equivalents include funds on hand, in bank and short-term investments with original maturities of ninety (90) days or less. The following table shows the Company’s cash and cash equivalents by significant investment category as of December 31, 2022 and 2021: SCHEDULE OF SHORT TERM INVESTMENTS December 31, 2022 Adjusted Realized Realized Fair Value Demand deposits $ 897,745 $ — $ — $ 897,745 Short-term investments with original maturities of 90 days or less (Level 1): Money market funds 2,634,454 — — 2,634,454 $ 3,532,199 $ — $ — $ 3,532,199 December 31, 2021 Adjusted Unrealized Unrealized Fair Value Demand deposits $ 5,031,246 $ — $ — $ 5,031,246 Short-term investments with original maturities of 90 days or less (Level 1): Money market funds 14,928,526 — — 14,928,526 Mutual funds 12,079,901 — (31,881 ) 12,048,020 $ 32,039,673 $ — $ (31,881 ) $ 32,007,792 |
ACCOUNTS RECEIVABLE _ ALLOWAN_2
ACCOUNTS RECEIVABLE – ALLOWANCE FOR DOUBTFUL ACCOUNTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
SCHEDULE OF ALLOWANCE FOR DOUBTFUL ACCOUNTS | The allowance for doubtful accounts receivable was comprised of the following for the years ended December 31, 2022 and 2021: SCHEDULE OF ALLOWANCE FOR DOUBTFUL ACCOUNTS December 31, 2022 December 31, 2021 Beginning balance $ 113,234 $ 123,224 Provision for bad debts 126,018 7,154 Charge-offs to allowance, net of recoveries (86,516 ) (17,144 ) Ending balance $ 152,736 $ 113,234 |
OTHER RECEIVABLES (Tables)
OTHER RECEIVABLES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Receivables | |
SCHEDULE OF OTHER RECEIVABLES | Other receivables were the following at December 31, 2022 and December 31, 2021: SCHEDULE OF OTHER RECEIVABLES December 31, December 31, Notes receivable $ 1,598,340 $ 470,000 Lease receivable 2,339,799 1,376,518 Other 138,383 175,295 Total other assets $ 4,076,522 $ 2,021,813 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORIES | Inventories consisted of the following at December 31, 2022 and 2021: SCHEDULE OF INVENTORIES December 31, 2022 December 31, 2021 Raw material and component parts– video solutions segment $ 4,509,165 $ 3,062,046 Work-in-process– video solutions segment 3,164 — Finished goods – video solutions segment 6,846,091 8,410,307 Finished goods – entertainment segment 970,527 2,102,272 Subtotal 12,328,947 13,574,625 Reserve for excess and obsolete inventory– video solutions segment (5,230,261 ) (3,353,458 ) Reserve for excess and obsolete inventory – entertainment segment (259,280 ) (561,631 ) Total inventories $ 6,839,406 $ 9,659,536 |
PREPAID EXPENSES (Tables)
PREPAID EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expenses | |
SCHEDULE OF PREPAID EXPENSE | Prepaid expenses were the following at December 31, 2022 and 2021: SCHEDULE OF PREPAID EXPENSE December 31, December 31, Prepaid inventory $ 6,110,321 $ 6,546,100 Prepaid advertising 1,931,628 2,455,527 Other 424,464 727,155 Total prepaid expenses $ 8,466,413 $ 9,728,782 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT | Property, plant and equipment consisted of the following at December 31, 2022 and 2021: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT Estimated December 31, December 31, Building 25 $ 4,537,037 $ 4,909,478 Land Infinite 739,734 789,734 Office furniture, fixtures, equipment, and aircraft 3 20 2,048,169 493,652 Warehouse and production equipment 3 7 51,302 65,948 Demonstration and tradeshow equipment 3 7 72,341 82,337 Building improvements 5 7 1,334,374 911,940 Rental equipment 1 3 — 8,584 Total cost 8,782,957 7,261,673 Less: accumulated depreciation and amortization (884,271 ) (420,647 ) Net property, plant and equipment $ 7,898,686 $ 6,841,026 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSETS | Intangible assets consisted of the following at December 31, 2022 and 2021: SCHEDULE OF INTANGIBLE ASSETS December 31, 2022 December 31, 2021 Gross Accumulated Net Gross Accumulated Net Amortized intangible assets: Licenses (video solutions segment) $ 211,183 $ 80,378 $ 130,805 $ 194,286 $ 65,578 $ 128,708 Patents and trademarks (video solutions segment) 472,077 305,021 167,056 493,945 233,471 260,474 Sponsorship agreement network (entertainment segment) 5,600,000 1,493,333 4,106,667 5,600,000 373,333 5,226,667 SEO content (entertainment segment) 600,000 200,000 400,000 600,000 50,000 550,000 Personal seat licenses (entertainment 180,081 8,001 172,080 201,931 2,244 199,687 Client agreements (revenue cycle management segments) 999,034 126,864 872,170 — — — 8,062,375 2,213,597 5,848,778 7,090,162 724,626 6,365,536 Indefinite life intangible assets: Goodwill (entertainment and revenue cycle management segments) 11,367,514 — 11,367,514 9,931,547 — 9,931,547 Trade name (entertainment segment) 600,000 — 600,000 600,000 — 600,000 Patents and trademarks pending 56,678 — 56,678 5,430 — 5,430 Total $ 20,086,567 $ 2,213,597 $ 17,872,970 $ 17,627,139 $ 724,626 $ 16,902,513 |
SCHEDULE OF ESTIMATED AMORTIZATION FOR INTANGIBLE ASSETS | SCHEDULE OF ESTIMATED AMORTIZATION FOR INTANGIBLE ASSETS Year ending December 31: 2023 $ 1,486,473 2024 1,435,915 2025 1,343,420 2026 859,438 2027 and thereafter 723,532 Total $ 5,848,778 |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
SCHEDULE OF OTHER ASSETS | Other assets were the following at December 31, 2022 and December 31, 2021: SCHEDULE OF OTHER ASSETS December 31, December 31, Lease receivable $ 4,700,923 $ 1,921,021 Sponsorship network 116,828 30,752 Other 337,930 155,526 Total other assets $ 5,155,681 $ 2,107,299 |
DEBT OBLIGATIONS (Tables)
DEBT OBLIGATIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
SUMMARY OF DEBT OBLIGATIONS | Debt obligations is comprised of the following: SUMMARY OF DEBT OBLIGATIONS December 31, December 31, Economic injury disaster loan (EIDL) $ 150,000 $ 150,000 Contingent consideration promissory note – Nobility Healthcare Division Acquisition 388,955 317,212 Contingent consideration promissory note – Nobility Healthcare Division Acquisition 176,456 650,000 Contingent consideration promissory note – Nobility Healthcare Division Acquisition 208,083 — Contingent consideration promissory note – Nobility Healthcare Division Acquisition 4,346 — Debt obligations 927,840 1,117,212 Less: current maturities of debt obligations 485,373 389,934 Debt obligations, long-term $ 442,467 $ 727,278 |
SCHEDULE OF MATURITY OF DEBT OBLIGATIONS | Debt obligations mature as follows as of December 31, 2022: SCHEDULE OF MATURITY OF DEBT OBLIGATIONS December 31, 2023 $ 485,374 2024 297,971 2025 3,412 2026 3,542 2027 and thereafter 137,541 Total $ 927,840 |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS | The following table represents the Company’s hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2022 and 2021. SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Warrant derivative liabilities $ — $ — $ — $ — Contingent consideration promissory notes and contingent consideration earn-out agreement — — 777,840 777,840 $ — $ — $ 777,840 $ 777,840 December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities: Warrant derivative liabilities $ — $ — $ 14,846,932 $ 14,846,932 Contingent consideration promissory notes and contingent consideration earn-out agreement — — 967,212 967,212 $ — $ — $ 15,814,144 $ 15,814,144 |
SCHEDULE OF FAIR VALUE MEASUREMENTS CHANGE IN LEVEL 3 INPUTS | The following table represents the change in Level 3 tier value measurements: SCHEDULE OF FAIR VALUE MEASUREMENTS CHANGE IN LEVEL 3 INPUTS Contingent Warrant Derivative Balance, December 31, 2021 $ 967,212 $ 14,846,932 Issuance of contingent consideration promissory note - Revenue Cycle Management Segment Business Acquisition 750,000 — Issuance of contingent consideration promissory note - Revenue Cycle Management Segment Asset Acquisition 105,000 — Change in fair value of warrant derivative liabilities — (6,726,638 ) Gain on extinguishment of warrant derivative liabilities — (3,624,794 ) Issuance of common stock through warrant exchange agreement — (4,495,500 ) Principal payments on contingent consideration promissory notes – Revenue Cycle Management Acquisitions (527,402 ) — Change in fair value of contingent consideration promissory notes - Revenue Cycle Management Acquisitions (516,970 ) — Balance, December 31, 2022 $ 777,840 $ — |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCRUED EXPENSES | Accrued expenses consisted of the following at December 31, 2022 and 2021: SCHEDULE OF ACCRUED EXPENSES December 31, December 31, Accrued warranty expense $ 15,694 $ 13,742 Accrued litigation costs 247,984 250,000 Accrued sales commissions 55,000 30,213 Accrued payroll and related fringes 504,020 453,858 Accrued sales returns and allowances 118,026 45,298 Accrued taxes 46,408 180,486 Other 103,835 202,401 Total accrued expenses $ 1,090,967 $ 1,175,998 |
SCHEDULE OF ACCRUED WARRANTY EXPENSE | Accrued warranty expense was comprised of the following for the years ended December 31, 2022 and 2021: SCHEDULE OF ACCRUED WARRANTY EXPENSE 2022 2021 Beginning balance $ 13,742 $ 31,845 Provision for warranty expense 71,734 92,202 Charges applied to warranty reserve (69,782 ) (110,305 ) Ending balance $ 15,694 $ 13,742 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF COMPONENTS OF INCOME TAX PROVISION (BENEFIT) | The components of income tax provision (benefit) for the years ended December 31, 2022, and 2021 are as follows: SCHEDULE OF COMPONENTS OF INCOME TAX PROVISION (BENEFIT) 2022 2021 Current taxes: Federal $ — $ — State — — Total current taxes — — Deferred tax provision (benefit) — — Income tax provision (benefit) $ — $ — |
SCHEDULE OF RECONCILIATION OF INCOME TAX (PROVISION) BENEFIT | A reconciliation of the income tax (provision) benefit at the statutory rate of 21% for the years ended December 31, 2022, and 2021 to the Company’s effective tax rate is as follows: SCHEDULE OF RECONCILIATION OF INCOME TAX (PROVISION) BENEFIT 2022 2021 U.S. Statutory tax rate 21.0 % 21.0 % State taxes, net of Federal benefit 6.0 % 5.1 % Stock based compensation (1.5 )% (0.9 )% Change in valuation reserve on deferred tax assets (91.2 )% (26.7 )% Termination of warrant derivative liabilities 57.0 % — % Contingent consideration for acquisition 4.1 % — % Other, net 4.6 % (0.3 )% Income tax (provision) benefit — % — % |
SCHEDULE OF SIGNIFICANT COMPONENTS OF DEFERRED TAX ASSETS (LIABILITIES) | Significant components of the Company’s deferred tax assets (liabilities) as of December 31, 2022 and 2021 are as follows: SCHEDULE OF SIGNIFICANT COMPONENTS OF DEFERRED TAX ASSETS (LIABILITIES) 2022 2021 Deferred tax assets: Stock-based compensation $ 510,000 $ 705,000 Start-up costs 110,000 115,000 Inventory reserves 1,355,000 875,000 Uniform capitalization of inventory costs 70,000 85,000 Allowance for doubtful accounts receivable 40,000 30,000 Property, plant and equipment depreciation 290,000 285,000 Deferred revenue 1,965,000 1,135,000 Accrued litigation reserve 60,000 65,000 Accrued expenses 50,000 35,000 Net operating loss carryforward 27,940,000 21,240,000 Research and development tax credit carryforward 1,795,000 1,795,000 State jobs credit carryforward 230,000 230,000 Charitable contributions carryforward 95,000 100,000 Total deferred tax assets 34,510,000 26,695,000 Valuation reserve (34,200,000 ) (16,980,000 ) Total deferred tax assets 310,000 9,715,000 Deferred tax liabilities: Warrant derivative liabilities — (9,495,000 Intangible assets (165,000 ) (75,000 Domestic international sales company (145,000 ) (145,000 ) Total deferred tax liabilities (310,000 ) (9,715,000 ) Net deferred tax assets (liability) $ — $ — |
OPERATING LEASE (Tables)
OPERATING LEASE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Operating Lease | |
SCHEDULE OF OPERATING LEASES RIGHT OF USE ASSETS AND LIABILITIES | The following sets forth the operating lease right of use assets and liabilities as of December 31, 2022: SCHEDULE OF OPERATING LEASES RIGHT OF USE ASSETS AND LIABILITIES Assets: Operating lease right of use assets $ 782,129 Liabilities: Operating lease obligations-current portion $ 294,617 Operating lease obligations-less current portion $ 555,707 Total operating lease obligations $ 850,324 |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS | Following are the minimum lease payments for each year and in total. SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS Year ending December 31: 2023 $ 349,811 2024 245,761 2025 196,462 2026 175,113 Total undiscounted minimum future lease payments 967,147 Imputed interest (116,823 ) Total operating lease liability $ 850,324 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
SUMMARY OF STOCK OPTIONS OUTSTANDING | Activity in the various Plans during the years ended December 31, 2022 and 2021 is reflected in the following table: SUMMARY OF STOCK OPTIONS OUTSTANDING Options Number of Weighted Outstanding at January 1, 2021 41,916 $ 64.00 Granted 15,000 33.40 Exercised — — Forfeited (2,613 ) (232.20 ) Outstanding at December 31, 2021 54,303 $ 47.40 Exercisable at December 31, 2021 46,803 $ 49.60 Options Number of Weighted Outstanding at January 1, 2022 54,303 $ 47.40 Granted 1,250 19.60 Exercised — — Forfeited (1,603 ) (80.80 ) Outstanding at December 31, 2022 53,950 $ 45.80 Exercisable at December 31, 2022 53,950 $ 45.80 |
SCHEDULE OF FAIR VALUE OF STOCK OPTIONS ASSUMPTION | The Company has utilized the following assumptions in its Black-Scholes option valuation model to calculate the estimated grant date fair value of the options during the years ended December 31, 2022 and 2021: SCHEDULE OF FAIR VALUE OF STOCK OPTIONS ASSUMPTION 2022 2021 Assumptions Assumptions Volatility – range 111.67 % 113 % Risk-free rate 1.81 % 1.30 % Expected term 10.0 10.0 Exercise price $ 19.60 $ 33.40 |
SCHEDULE OF SHARES AUTHORIZED UNDER STOCK OPTION PLANS BY EXERCISE PRICE RANGE | The following table summarizes the range of exercise prices and weighted average remaining contractual life for outstanding and exercisable options under the Company’s option plans as of December 31, 2022: SCHEDULE OF SHARES AUTHORIZED UNDER STOCK OPTION PLANS BY EXERCISE PRICE RANGE Outstanding options Exercisable options Exercise price Number of Weighted Number of Weighted average $ 0.01 49.99 37,000 7.6 37,000 7.6 $ 50.00 69.99 15,100 5.5 15,100 5.5 $ 70.00 89.99 1,850 2.8 1,850 2.8 53,950 6.8 53,950 6.8 |
SUMMARY OF RESTRICTED STOCK ACTIVITY | A summary of all restricted stock activity under the equity compensation plans for the years ended December 31, 2022 and 2021 is as follows: SUMMARY OF RESTRICTED STOCK ACTIVITY Number of Weighted Nonvested balance, January 1, 2021 36,006 $ 33.80 Granted 42,800 41.40 Vested (25,563 ) (38.80 ) Forfeited (375 ) (21.60 ) Nonvested balance, December 31, 2021 52,869 $ 37.40 Number of Weighted Nonvested balance, January 1, 2022 52,869 $ 37.40 Granted 60,750 14.67 Vested (31,244 ) (34.73 ) Forfeited (3,250 ) (21.20 ) Nonvested balance, December 31, 2022 79,125 $ 21.73 |
SCHEDULE OF NON-VESTED BALANCE OF RESTRICTED STOCK | The nonvested balance of restricted stock vests as follows: SCHEDULE OF NON-VESTED BALANCE OF RESTRICTED STOCK Years ended Number of 2023 57,250 2024 12,750 2025 4,000 2026 3,625 2027 1,500 |
COMMON STOCK PURCHASE WARRANTS
COMMON STOCK PURCHASE WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Common Stock Purchase Warrants | |
SCHEDULE OF WARRANT MODIFICATION | SCHEDULE OF WARRANT MODIFICATION Original terms at August 19, 2021 Modified terms at August 19, 2021 Volatility - range 109.3 % 104.7 % Risk-free rate 0.78 % 0.78 % Dividend 0 % 0 % Remaining contractual term 4.5 5.1 Exercise price $ 65.00 $ 65.00 Common stock issuable under the warrants 715,000 715,000 Terms at Volatility - range 103.7 % Risk-free rate 3.17 3.36 % Dividend 0 % Remaining contractual term 3.4 4.1 Exercise price $ 65.00 Common stock issuable under the warrants 1,215,000 |
SUMMARY OF WARRANT ACTIVITY | The following table summarizes information about shares issuable under warrants outstanding during the years ended December 31, 2022 and 2021: SUMMARY OF WARRANT ACTIVITY Warrants Weighted Vested Balance, January 1, 2021 169,418 $ 124.80 Granted 2,127,500 62.20 Exercised (912,500 ) (58.40 ) Cancelled (83,988 ) (188.40 ) Vested Balance, December 31, 2021 1,300,430 $ 64.80 Warrants Weighted Vested Balance, January 1, 2022 1,300,430 $ 64.80 Granted — — Exercised — — Forfeited/cancelled (1,232,971 ) (65.08 ) Vested Balance, December 31, 2022 67,459 $ 60.26 |
SUMMARY OF RANGE OF EXERCISE PRICES AND WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE OF WARRANTS | The following table summarizes the range of exercise prices and weighted average remaining contractual life for outstanding and exercisable warrants to purchase shares of common stock as of December 31, 2022: SUMMARY OF RANGE OF EXERCISE PRICES AND WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE OF WARRANTS Outstanding and exercisable warrants Exercise Number of Weighted average $ 52.00 23,286 0.6 $ 60.00 15,840 0.3 $ 67.20 28,333 0.2 67,459 0.3 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | |
SCHEDULE OF STOCK REPURCHASE | SCHEDULE OF STOCK REPURCHASE Period Total Average Total Maximum December 2021 86,742 $ 22.80 86,742 — January 2022 34,855 22.20 34,855 — February 2022 34,649 22.40 34,649 — March 2022 24,298 21.20 24,298 — April 2022 29,774 22.80 29,774 — May 2022 35,846 21.60 35,846 — June 2022 26,878 19.20 26,878 — Total all plans 273,041 $ 22.00 273,041 $ 3,998,398 |
IPO One [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
SCHEDULE OF NET PROCEEDS FROM OFFERING | The Company received net proceeds from this offering as follows: SCHEDULE OF NET PROCEEDS FROM OFFERING Description Amount Net proceeds received: 8,666,000 Proceeds from the sale of 140,000 61.90 $ 8,666,000 Proceeds from the sale of pre-funded warrants to purchase 360,000 61.70 22,212,000 Less: Placement agent fees and other expenses of the offering (1,937,000 ) Net proceeds of the offering $ 28,941,000 |
IPO One [Member] | Warrant Derivative Liability [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
SCHEDULE OF NET PROCEEDS FROM OFFERING | SCHEDULE OF NET PROCEEDS FROM OFFERING Description Amount Warrant derivative liabilities $ 21,922,158 Pre-funded warrant derivative liabilities 378,615 Total allocation of the net proceeds of the offering to warrant derivative liabilities $ 22,300,773 |
IPO Two [Member[ | |
Subsidiary, Sale of Stock [Line Items] | |
SCHEDULE OF NET PROCEEDS FROM OFFERING | The Company received net proceeds from this offering as follows: SCHEDULE OF NET PROCEEDS FROM OFFERING Description Amount Net proceeds received: Proceeds from the sale of 162,500 56.00 $ 9,100,000 Proceeds from the sale of pre-funded warrants to purchase 552,500 55.80 30,829,500 Less: Placement agent fees and other expenses of the offering (2,482,400 ) Net proceeds of the offering $ 37,447,100 |
IPO Two [Member[ | Warrant Derivative Liability [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
SCHEDULE OF NET PROCEEDS FROM OFFERING | SCHEDULE OF NET PROCEEDS FROM OFFERING Description Amount Warrant derivative liabilities $ 27,476,352 Pre-funded warrant derivative liabilities 1,438,934 Total allocation of the net proceeds of the offering to warrant derivative liabilities $ 28,915,286 |
NET INCOME (LOSS) PER SHARE (Ta
NET INCOME (LOSS) PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
SCHEDULE OF WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING AND LOSS PER SHARE OUTSTANDING | The calculation of the weighted average number of shares outstanding and loss per share outstanding for the years ended December 31, 2022 and 2021 are as follows: SCHEDULE OF WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING AND LOSS PER SHARE OUTSTANDING 2022 2021 Year ended December 31, 2022 2021 Numerator for basic and diluted income (loss) per share – Net income (loss) attributable to common stockholders $ (21,666,691 ) $ 25,474,508 Denominator for basic loss per share – weighted average shares outstanding 2,548,549 2,511,114 Dilutive effect of shares issuable upon conversion of convertible debt and the exercise of stock options and warrants outstanding — — Denominator for diluted loss per share – adjusted weighted average shares outstanding 2,548,549 2,511,114 Net income (loss) per share: Basic $ (8.50 ) $ 10.14 Diluted $ (8.50 ) $ 10.14 |
DIGITAL ALLY HEALTHCARE VENTU_2
DIGITAL ALLY HEALTHCARE VENTURE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | |
SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSETS ACQUIRED AND THEIR ESTIMATED USEFUL LIVES | The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives in years as of the date of acquisition: SCHEDULE OF COMPONENTS OF IDENTIFIABLE INTANGIBLE ASSETS ACCRUED AND ESTIMATED USEFUL LIVES Cost Amortization through Estimated Identifiable intangible assets: Trademarks $ 600,000 $ — indefinite Sponsorship agreement network 5,600,000 1,493,333 5 Search engine optimization/content 600,000 200,000 4 $ 6,800,000 $ 1,693,333 |
Healthcare Acquisition [Member] | |
Restructuring Cost and Reserve [Line Items] | |
SCHEDULE OF PRELIMINARY FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ACQUISITION | SCHEDULE OF PRELIMINARY FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ACQUISITION Purchase price allocation Description Preliminary Final Assets acquired: Tangible assets acquired, consisting of acquired cash, accounts receivable and right of use asset $ 174,351 $ 174,351 Intangible assets acquired – Client Agreements $ 174,351 $ 174,351 Intangible assets acquired – client agreements — 457,079 Goodwill 1,125,000 667,921 Liabilities assumed consisting of a promissory note issued by the selling shareholders which was paid off at closing, net of lease liability assumed 77,158 77,158 Liabilities assumed pursuant to stock purchase agreement 77158 77158 Net assets acquired and liabilities assumed $ 1,376,509 $ 1,376,509 Consideration: Cash paid at Healthcare Acquisition date $ 1,026,509 $ 1,026,509 Contingent consideration earn-out agreement 350,000 350,000 Total Healthcare Acquisition purchase price $ 1,376,509 $ 1,376,509 |
SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSETS ACQUIRED AND THEIR ESTIMATED USEFUL LIVES | The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives in years as of the date of acquisition: SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSETS ACQUIRED AND THEIR ESTIMATED USEFUL LIVES Cost Amortization through Estimated Identifiable intangible assets: Client agreements $ 457,079 $ 68,562 10 |
Custom Computing Corporation, LLC [Member] | |
Restructuring Cost and Reserve [Line Items] | |
SCHEDULE OF PRELIMINARY FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ACQUISITION | SCHEDULE OF PRELIMINARY FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ACQUISITION Preliminary As Final As Purchase price Preliminary As Final As Description September 30, September 30, Assets acquired: Tangible assets acquired $ 401,547 $ 401,547 Identifiable intangible assets acquired – client agreements — 206,955 Goodwill 2,920,000 2,713,045 Liabilities assumed pursuant to stock purchase agreement (401,547 ) (401,547 ) Net assets acquired and liabilities assumed $ 2,920,000 $ 2,920,000 Consideration: Cash paid at Healthcare Acquisition date $ 2,270,000 $ 2,270,000 Contingent consideration earn-out agreement 650,000 650,000 Total Healthcare Acquisition purchase price $ 2,920,000 $ 2,920,000 |
Medical Billing Acquisition [Member] | |
Restructuring Cost and Reserve [Line Items] | |
SCHEDULE OF PRELIMINARY FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ACQUISITION | SCHEDULE OF PRELIMINARY FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ACQUISITION Description Amount Assets acquired: Intangible assets acquired – client agreements $ 335,000 Total assets acquired and liabilities assumed $ 335,000 Consideration: Cash paid at acquisition date $ 230,000 Contingent consideration promissory note 105,000 Total acquisition purchase price $ 335,000 |
SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSETS ACQUIRED AND THEIR ESTIMATED USEFUL LIVES | The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives in years as of the date of acquisition: SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSET ACQUIRED AND THEIR ESTIMATED USEFUL LIVES Cost Amortization through Estimated Identifiable intangible assets: Client agreements $ 206,955 $ 27,594 10 |
Healthcare Acquisition One [Member] | |
Restructuring Cost and Reserve [Line Items] | |
SCHEDULE OF PRELIMINARY FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ACQUISITION | SCHEDULE OF PRELIMINARY FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ACQUISITION Description Amount Assets acquired: Tangible assets acquired $ 190,631 Goodwill 2,100,000 Liabilities assumed pursuant to stock purchase agreement (387,005 ) Total assets acquired and liabilities assumed $ 1,903,626 Consideration: Cash paid at acquisition date $ 1,153,626 Contingent consideration promissory note 750,000 Total acquisition purchase price $ 1,903,626 |
Medical Billing Assets Acquisition [Member] | |
Restructuring Cost and Reserve [Line Items] | |
SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSETS ACQUIRED AND THEIR ESTIMATED USEFUL LIVES | The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives in years as of the date of acquisition: SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSETS ACQUIRED AND THEIR ESTIMATED USEFUL LIVES Cost Amortization through Estimated Identifiable intangible assets: Client agreements $ 335,000 $ 30,708 10 |
TICKETSMARTER ACQUISITION (Tabl
TICKETSMARTER ACQUISITION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Acquisition [Line Items] | |
SCHEDULE OF COMPONENTS OF IDENTIFIABLE INTANGIBLE ASSETS ACCRUED AND ESTIMATED USEFUL LIVES | The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives in years as of the date of acquisition: SCHEDULE OF COMPONENTS OF IDENTIFIABLE INTANGIBLE ASSETS ACCRUED AND ESTIMATED USEFUL LIVES Cost Amortization through Estimated Identifiable intangible assets: Trademarks $ 600,000 $ — indefinite Sponsorship agreement network 5,600,000 1,493,333 5 Search engine optimization/content 600,000 200,000 4 $ 6,800,000 $ 1,693,333 |
Ticket Smarter Acquisition [Member] | |
Business Acquisition [Line Items] | |
SCHEDULE OF PARLIAMENT AND FINAL ESTIMATED FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED ACQUISITION | SCHEDULE OF PARLIAMENT AND FINAL ESTIMATED FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED ACQUISITION As allocated Final as allocated Purchase price allocation As allocated Final as allocated Description September 30, 2021 December 31, 2021 Assets acquired: Tangible assets acquired, including $ 51,432 $ 7,139,930 $ 5,748,291 Identifiable intangible assets acquired — 6,800,000 Goodwill 11,839,308 5,886,547 Liabilities assumed (5,128,964 ) (5,128,964 ) Liabilities assumed pursuant to stock purchase agreement - 5128964 -5128964 Net assets acquired and liabilities assumed $ 13,850,274 $ 13,305,874 Consideration: Cash paid at TicketSmarter Acquisition date $ 8,413,240 $ 8,413,240 Common stock issued as consideration for TicketSmarter Acquisition at date of acquisition 990,360 990,360 Contingent consideration earn-out agreement 4,244,400 3,700,000 Cash paid at closing to escrow amount 500,000 500,000 Cash retained from escrow amount pursuant to settlement of working capital target (297,726 ) (297,726 ) Total TicketSmarter Acquisition purchase price $ 13,850,274 $ 13,305,874 |
SEGMENT DATA (Tables)
SEGMENT DATA (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
SCHEDULE OF SEGMENT REPORTING | Summarized financial information for the Company’s reportable business segments is provided for the indicated periods and as of December 31, 2022, and December 31, 2021: SCHEDULE OF SEGMENT REPORTING 2022 2021 Years Ended December 31, 2022 2021 Net Revenues: Video Solutions $ 8,252,288 $ 9,073,626 Revenue Cycle Management 7,886,107 1,630,048 Entertainment 20,871,500 10,709,760 Total Net Revenues $ 37,009,895 $ 21,413,434 Total net revenues $ 37,009,895 $ 21,413,434 Gross Profit: Video Solutions $ (1,250,277 ) $ 2,002,345 Revenue Cycle Management 3,303,477 521,047 Entertainment 268,741 3,140,383 Total Gross Profit $ 2,321,941 $ 5,663,775 Total gross profit $ 2,321,941 $ 5,663,774 Operating Income (loss): Video Solutions $ (9,278,721 ) $ (4,497,196 ) Revenue Cycle Management 357,705 93,763 Entertainment (7,369,241 ) 235,432 Corporate (13,443,001 ) (10,592,909 ) Total Operating Income (Loss) $ (29,733,258 ) $ (14,760,910 ) Total operating income (loss) $ (29,733,258 ) $ (14,760,910 ) Depreciation and Amortization: Video Solutions $ 769,228 $ 395,361 Revenue Cycle Management 128,082 — Entertainment 1,279,369 427,128 Total Depreciation and Amortization $ 2,176,679 $ 822,489 Total depreciation and amortization $ 2,176,679 $ 822,489 Assets (net of eliminations): Video Solutions $ 28,509,706 $ 25,983,348 Revenue Cycle Management 2,201,570 934,095 Entertainment 11,190,491 12,260,780 Corporate 14,766,295 43,810,974 Total Identifiable Assets $ 56,668,062 $ 82,989,197 |
SCHEDULE OF CONTRACT LIABILITIE
SCHEDULE OF CONTRACT LIABILITIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Contract liabilities, current, beginning | $ 1,665,519 | $ 1,647,469 |
Contract liabilities, current, additions | 1,478,479 | 696,936 |
Contract liabilities, current, revenue recognized | 989,124 | 678,886 |
Contract liabilities, current, ending | 2,154,874 | 1,665,519 |
Contract liabilities, non-current, beginning | 2,687,786 | 1,848,869 |
Contract liabilities, non-current, additions | 4,560,600 | 2,432,884 |
Contract liabilities, non-current, revenue recognized | 1,430,304 | 1,593,967 |
Contract liabilities, non-current, ending | 5,818,082 | 2,687,786 |
Contract liabilities, beginning | 4,353,305 | 3,496,338 |
Contract liabilities, additions | 6,039,079 | 3,129,820 |
Contract liabilities, revenue recognized | 2,419,428 | 2,272,853 |
Contract liabilities, ending | $ 7,972,956 | $ 4,353,305 |
SCHEDULE OF SHORT TERM INVESTME
SCHEDULE OF SHORT TERM INVESTMENTS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Adjusted cost | $ 3,532,199 | $ 32,039,673 |
Realized gains | ||
Realized Losses | ||
Fair value | 3,532,199 | 32,007,792 |
Cash [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Adjusted cost | 5,031,246 | |
Fair value | 5,031,246 | |
Unrealized gains | ||
Unrealized losses | ||
Money Market Funds [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Adjusted cost | 14,928,526 | |
Fair value | 14,928,526 | |
Unrealized gains | ||
Unrealized losses | ||
Mutual Funds [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Adjusted cost | 12,079,901 | |
Fair value | 12,048,020 | |
Unrealized gains | ||
Unrealized losses | $ (31,881) | |
Cash [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Adjusted cost | 897,745 | |
Realized gains | ||
Realized Losses | ||
Fair value | 897,745 | |
Money Market Funds [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Adjusted cost | 2,634,454 | |
Realized gains | ||
Realized Losses | ||
Fair value | $ 2,634,454 |
NATURE OF BUSINESS AND SUMMAR_4
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Feb. 06, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Reverse stock split | 1-for-20 reverse stock split | ||
Revenue contract liabilities | $ 2,400,000 | ||
Sales return and allowances | 118,027 | $ 45,298 | |
Cash, FDIC insured amount | 250,000 | ||
Uninsured balance | 2,495,189 | 29,836,142 | |
Advertising expense | $ 7,668,641 | $ 4,110,032 | |
Percentage of income tax benefits | greater than 50% likely | greater than 50% likely | |
Interest Expense | $ 0 | $ 0 | |
Penalties | 0 | 0 | |
Leases receivable allowance | 0 | ||
Principal amount | 150,000 | 150,000 | |
Principal payment | 1,401,660 | ||
Remaining balance | $ 1,598,340 | 470,000 | |
Maturity date | Dec. 31, 2023 | ||
Operating losses | $ 29,733,258 | 14,760,910 | |
Accumulated deficit | 91,980,234 | 68,672,206 | |
Underwritten of initial public offering | 66,600,000 | ||
Deferred revenue | 8,000,000 | ||
Co Marketing Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Principal amount | 3,000,000 | ||
Shipping and Handling [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Shipping and handling costs | $ 70,749 | $ 79,763 |
CONCENTRATION OF CREDIT RISK _2
CONCENTRATION OF CREDIT RISK AND MAJOR CUSTOMERS (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Concentration Risk [Line Items] | |||
Allowance for doubtful accounts | $ 152,736 | $ 113,234 | $ 123,224 |
Cash FDIC insured amount | 250,000 | ||
Uninsured balance amount | $ 2,495,189 | $ 29,836,142 | |
No Individual Distributor [Member] | Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 10% | ||
No Individual Customer [Member] | Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 10% |
SCHEDULE OF ALLOWANCE FOR DOUBT
SCHEDULE OF ALLOWANCE FOR DOUBTFUL ACCOUNTS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Receivables [Abstract] | ||
Beginning balance | $ 113,234 | $ 123,224 |
Provision for bad debts | 126,018 | 7,154 |
Charge-offs to allowance, net of recoveries | (86,516) | (17,144) |
Ending balance | $ 152,736 | $ 113,234 |
SCHEDULE OF OTHER RECEIVABLES (
SCHEDULE OF OTHER RECEIVABLES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Other Receivables | ||
Notes receivable | $ 1,598,340 | $ 470,000 |
Lease receivable | 2,339,799 | 1,376,518 |
Other | 138,383 | 175,295 |
Total other assets | $ 4,076,522 | $ 2,021,813 |
OTHER RECEIVABLES (Details Narr
OTHER RECEIVABLES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Notes receivables increased | $ 1,100,000 | $ 1,100,000 |
Principal amount | 150,000 | 150,000 |
Principal payment | 1,401,660 | |
Remaining balance | $ 1,598,340 | $ 470,000 |
Maturity date | Dec. 31, 2023 | |
Notes receivables increased | $ 1,000,000 | |
Leases receivable allowance | 0 | |
Co Marketing Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Principal amount | $ 3,000,000 |
SCHEDULE OF INVENTORIES (Detail
SCHEDULE OF INVENTORIES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw material and component parts– video solutions segment | $ 4,509,165 | $ 3,062,046 |
Work-in-process– video solutions segment | 3,164 | |
Finished goods – video solutions segment | 6,846,091 | 8,410,307 |
Finished goods – entertainment segment | 970,527 | 2,102,272 |
Subtotal | 12,328,947 | 13,574,625 |
Reserve for excess and obsolete inventory– video solutions segment | (5,230,261) | (3,353,458) |
Reserve for excess and obsolete inventory – entertainment segment | (259,280) | (561,631) |
Total inventories | $ 6,839,406 | $ 9,659,536 |
INVENTORIES (Details Narrative)
INVENTORIES (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Inventory cost | $ 171,071 | $ 153,976 |
SCHEDULE OF PREPAID EXPENSE (De
SCHEDULE OF PREPAID EXPENSE (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Prepaid Expenses | ||
Prepaid inventory | $ 6,110,321 | $ 6,546,100 |
Prepaid advertising | 1,931,628 | 2,455,527 |
Other | 424,464 | 727,155 |
Total prepaid expenses | $ 8,466,413 | $ 9,728,782 |
PREPAID EXPENSES (Details Narra
PREPAID EXPENSES (Details Narrative) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Prepaid Expenses | |
Increase decrease in prepaid expenses | $ 1.3 |
SCHEDULE OF PROPERTY, PLANT AND
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Building | $ 4,537,037 | $ 4,909,478 |
Land | 739,734 | 789,734 |
Office furniture, fixtures, equipment, and aircraft | 2,048,169 | 493,652 |
Warehouse and production equipment | 51,302 | 65,948 |
Demonstration and tradeshow equipment | 72,341 | 82,337 |
Building improvements | 1,334,374 | 911,940 |
Rental equipment | 8,584 | |
Total cost | 8,782,957 | 7,261,673 |
Less: accumulated depreciation and amortization | (884,271) | (420,647) |
Net property, plant and equipment | $ 7,898,686 | $ 6,841,026 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 25 years | |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life, description | Infinite | |
Furniture and Fixtures [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 3 years | |
Furniture and Fixtures [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 20 years | |
Warehouse [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 3 years | |
Warehouse [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 7 years | |
Demonstration and Tradeshow Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 3 years | |
Demonstration and Tradeshow Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 7 years | |
Building Improvements [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 5 years | |
Building Improvements [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 7 years | |
Rental Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 1 year | |
Rental Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 3 years |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Impairment Effects on Earnings Per Share [Line Items] | ||
Depreciation and amortization | $ 2,176,679 | $ 822,489 |
Retired fixed assets | 549,104 | 391,535 |
Gain on sale of assets | 212,831 | |
Property, Plant and Equipment [Member] | ||
Impairment Effects on Earnings Per Share [Line Items] | ||
Depreciation and amortization | $ 614,121 | $ 258,999 |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross value | $ 20,086,567 | $ 17,627,139 |
Accumulated amortization | 2,213,597 | 724,626 |
Net carrying value | 17,872,970 | 16,902,513 |
Amortized Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross value | 8,062,375 | 7,090,162 |
Accumulated amortization | 2,213,597 | 724,626 |
Net carrying value | 5,848,778 | 6,365,536 |
Amortized Intangible Assets [Member] | Licenses [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross value | 211,183 | 194,286 |
Accumulated amortization | 80,378 | 65,578 |
Net carrying value | 130,805 | 128,708 |
Amortized Intangible Assets [Member] | Patents and Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross value | 472,077 | 493,945 |
Accumulated amortization | 305,021 | 233,471 |
Net carrying value | 167,056 | 260,474 |
Amortized Intangible Assets [Member] | Sponsorship Agreement Network [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross value | 5,600,000 | 5,600,000 |
Accumulated amortization | 1,493,333 | 373,333 |
Net carrying value | 4,106,667 | 5,226,667 |
Amortized Intangible Assets [Member] | SEO Content [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross value | 600,000 | 600,000 |
Accumulated amortization | 200,000 | 50,000 |
Net carrying value | 400,000 | 550,000 |
Amortized Intangible Assets [Member] | Personal Seat Licenses (Entertainment Segment) [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross value | 180,081 | |
Accumulated amortization | 8,001 | |
Net carrying value | 172,080 | |
Amortized Intangible Assets [Member] | Personal Sear Licenses [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross value | 201,931 | |
Accumulated amortization | 2,244 | |
Net carrying value | 199,687 | |
Amortized Intangible Assets [Member] | Client Agreement Revenue Cycle [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross value | 999,034 | |
Accumulated amortization | 126,864 | |
Net carrying value | 872,170 | |
Unamortized Intangible Assets [Member] | Goodwill [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross value | 11,367,514 | 9,931,547 |
Accumulated amortization | ||
Net carrying value | 11,367,514 | 9,931,547 |
Unamortized Intangible Assets [Member] | Trade Name [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross value | 600,000 | 600,000 |
Accumulated amortization | ||
Net carrying value | 600,000 | 600,000 |
Unamortized Intangible Assets [Member] | Patents and Trademarks Pending [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross value | 56,678 | 5,430 |
Accumulated amortization | ||
Net carrying value | $ 56,678 | $ 5,430 |
SCHEDULE OF ESTIMATED AMORTIZAT
SCHEDULE OF ESTIMATED AMORTIZATION FOR INTANGIBLE ASSETS (Details) | Dec. 31, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 1,486,473 |
2024 | 1,435,915 |
2025 | 1,343,420 |
2026 | 859,438 |
2027 and thereafter | 723,532 |
Total | $ 5,848,778 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS (Details Narrative) - USD ($) | 4 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 1,693,333 | $ 1,562,558 | $ 563,490 |
SCHEDULE OF OTHER ASSETS (Detai
SCHEDULE OF OTHER ASSETS (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Lease receivable | $ 4,700,923 | $ 1,921,021 |
Sponsorship network | 116,828 | 30,752 |
Other | 337,930 | 155,526 |
Total other assets | $ 5,155,681 | $ 2,107,299 |
SUMMARY OF DEBT OBLIGATIONS (De
SUMMARY OF DEBT OBLIGATIONS (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Economic injury disaster loan (EIDL) | $ 150,000 | $ 150,000 |
Contingent consideration promissory note – Nobility Healthcare Division Acquisition | 388,955 | 317,212 |
Contingent consideration promissory note – Nobility Healthcare Division Acquisition | 176,456 | 650,000 |
Contingent consideration promissory note – Nobility Healthcare Division Acquisition | 208,083 | |
Contingent consideration promissory note – Nobility Healthcare Division Acquisition | 4,346 | |
Debt obligations | 927,840 | 1,117,212 |
Less: current maturities of debt obligations | 485,373 | 389,934 |
Debt obligations, long-term | $ 442,467 | $ 727,278 |
SCHEDULE OF MATURITY OF DEBT OB
SCHEDULE OF MATURITY OF DEBT OBLIGATIONS (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
2023 | $ 485,374 | |
2024 | 297,971 | |
2025 | 3,412 | |
2026 | 3,542 | |
2027 and thereafter | 137,541 | |
Total | $ 927,840 | $ 1,117,212 |
DEBT OBLIGATIONS (Details Narra
DEBT OBLIGATIONS (Details Narrative) - USD ($) | 12 Months Ended | ||||||||
Feb. 01, 2022 | Jan. 02, 2022 | Sep. 01, 2021 | Aug. 31, 2021 | Jun. 30, 2021 | May 12, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | |
Short-Term Debt [Line Items] | |||||||||
Face amount | $ 150,000 | $ 150,000 | |||||||
Earnout funds | 90% | ||||||||
Stock consideration percentage | 10% | ||||||||
Earnings before interest | 70% | ||||||||
Percentage of projected earning before interest | 100% | ||||||||
2020 Small Business Administration Notes [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Proceeds from loans | $ 150,000 | ||||||||
Face amount | $ 150,000 | ||||||||
Stated percentage | 3.75% | ||||||||
Periodic payment | $ 731 | ||||||||
June Contingent Payment Note [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Face amount | $ 350,000 | ||||||||
Stated percentage | 3% | ||||||||
Periodic payment | $ 113,617 | ||||||||
Debt instrument | 3 years | ||||||||
Projected revenue | $ 975,000 | ||||||||
Fair value | $ 350,000 | 176,456 | 27,139 | ||||||
Debt securities | 27,139 | 32,789 | |||||||
August Contingent Payment Note [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Face amount | $ 650,000 | ||||||||
Stated percentage | 3% | ||||||||
Periodic payment | $ 292,953 | ||||||||
Debt instrument | 3 years | ||||||||
Projected revenue | $ 3,000,000 | ||||||||
Fair value | $ 650,000 | 388,954 | |||||||
Debt securities | 31,907 | 0 | |||||||
Increase in estimated fair value | 31,907 | ||||||||
January Contingent Payment Note [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Face amount | $ 750,000 | ||||||||
Stated percentage | 3% | ||||||||
Periodic payment | $ 120,833 | ||||||||
Debt instrument | 2 years 6 months | ||||||||
Projected revenue | $ 3,500,000 | ||||||||
Fair value | $ 750,000 | 208,083 | |||||||
Debt securities | 421,085 | 0 | |||||||
Decrease in estimated fair value of debt | $ 421,085 | ||||||||
February Contingent Payment Note [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Face amount | $ 105,000 | ||||||||
Stated percentage | 3% | ||||||||
Debt instrument | 3 years | ||||||||
Projected revenue | $ 440,000 | ||||||||
Fair value | $ 105,000 | 4,346 | |||||||
Decrease in estimated fair value of debt | 100,654 | ||||||||
Gain on fair value of debt | 100,654 | 0 | |||||||
Contingent Consideration Earn Out Agreement [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Face amount | $ 4,244,400 | ||||||||
Projected revenue | 2,896,829 | ||||||||
Fair value | $ 3,700,000 | ||||||||
Debt securities | $ 0 | $ 3,700,000 |
SCHEDULE OF FINANCIAL ASSETS AN
SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | $ 777,840 | $ 15,814,144 |
Contingent Consideration Promissory Notes and Contingent Consideration Earn Out [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | 777,840 | 967,212 |
Warrant Derivative Liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | 14,846,932 | |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | ||
Fair Value, Inputs, Level 1 [Member] | Contingent Consideration Promissory Notes and Contingent Consideration Earn Out [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | ||
Fair Value, Inputs, Level 1 [Member] | Warrant Derivative Liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | ||
Fair Value, Inputs, Level 2 [Member] | Contingent Consideration Promissory Notes and Contingent Consideration Earn Out [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | ||
Fair Value, Inputs, Level 2 [Member] | Warrant Derivative Liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | 777,840 | 15,814,144 |
Fair Value, Inputs, Level 3 [Member] | Contingent Consideration Promissory Notes and Contingent Consideration Earn Out [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | 777,840 | 967,212 |
Fair Value, Inputs, Level 3 [Member] | Warrant Derivative Liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | $ 14,846,932 |
SCHEDULE OF FAIR VALUE MEASUREM
SCHEDULE OF FAIR VALUE MEASUREMENTS CHANGE IN LEVEL 3 INPUTS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||
Beginning balance | $ 15,814,144 | |
Gain on extinguishment of warrant derivative liabilities | 3,624,794 | |
Issuance of common stock through warrant exchange agreement | 4,495,500 | |
Ending balance | 777,840 | 15,814,144 |
Contingent Consideration Promissory Note [Member] | ||
Short-Term Debt [Line Items] | ||
Beginning balance | 967,212 | |
Issuance of contingent consideration promissory note - Revenue Cycle Management Segment Business Acquisition | 750,000 | |
Issuance of contingent consideration promissory note - Revenue Cycle Management Segment Asset Acquisition | 105,000 | |
Change in fair value of warrant derivative liabilities | ||
Gain on extinguishment of warrant derivative liabilities | ||
Issuance of common stock through warrant exchange agreement | ||
Principal payments on contingent consideration promissory notes - Revenue Cycle Management Acquisitions | (527,402) | |
Change in fair value of contingent consideration promissory notes - Revenue Cycle Management Acquisitions | (516,970) | |
Ending balance | 777,840 | 967,212 |
Warrant Derivative Liabilities [Member] | ||
Short-Term Debt [Line Items] | ||
Beginning balance | 14,846,932 | |
Issuance of contingent consideration promissory note - Revenue Cycle Management Segment Business Acquisition | ||
Issuance of contingent consideration promissory note - Revenue Cycle Management Segment Asset Acquisition | ||
Change in fair value of warrant derivative liabilities | (6,726,638) | |
Gain on extinguishment of warrant derivative liabilities | (3,624,794) | |
Issuance of common stock through warrant exchange agreement | (4,495,500) | |
Principal payments on contingent consideration promissory notes - Revenue Cycle Management Acquisitions | ||
Change in fair value of contingent consideration promissory notes - Revenue Cycle Management Acquisitions | ||
Ending balance | $ 14,846,932 |
SCHEDULE OF ACCRUED EXPENSES (D
SCHEDULE OF ACCRUED EXPENSES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued warranty expense | $ 15,694 | $ 13,742 |
Accrued litigation costs | 247,984 | 250,000 |
Accrued sales commissions | 55,000 | 30,213 |
Accrued payroll and related fringes | 504,020 | 453,858 |
Accrued sales returns and allowances | 118,026 | 45,298 |
Accrued taxes | 46,408 | 180,486 |
Other | 103,835 | 202,401 |
Total accrued expenses | $ 1,090,967 | $ 1,175,998 |
SCHEDULE OF ACCRUED WARRANTY EX
SCHEDULE OF ACCRUED WARRANTY EXPENSE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Payables and Accruals [Abstract] | ||
Beginning balance | $ 13,742 | $ 31,845 |
Provision for warranty expense | 71,734 | 92,202 |
Charges applied to warranty reserve | (69,782) | (110,305) |
Ending balance | $ 15,694 | $ 13,742 |
SCHEDULE OF COMPONENTS OF INCOM
SCHEDULE OF COMPONENTS OF INCOME TAX PROVISION (BENEFIT) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal | ||
State | ||
Total current taxes | ||
Deferred tax provision (benefit) | ||
Income tax provision (benefit) |
SCHEDULE OF RECONCILIATION OF I
SCHEDULE OF RECONCILIATION OF INCOME TAX (PROVISION) BENEFIT (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
U.S. Statutory tax rate | 21% | 21% |
State taxes, net of Federal benefit | 6% | 5.10% |
Stock based compensation | (1.50%) | (0.90%) |
Change in valuation reserve on deferred tax assets | (91.20%) | (26.70%) |
Termination of warrant derivative liabilities | 57% | |
Contingent consideration for acquisition | 4.10% | |
Other, net | 4.60% | (0.30%) |
Income tax (provision) benefit |
SCHEDULE OF SIGNIFICANT COMPONE
SCHEDULE OF SIGNIFICANT COMPONENTS OF DEFERRED TAX ASSETS (LIABILITIES) (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Stock-based compensation | $ 510,000 | $ 705,000 |
Start-up costs | 110,000 | 115,000 |
Inventory reserves | 1,355,000 | 875,000 |
Uniform capitalization of inventory costs | 70,000 | 85,000 |
Allowance for doubtful accounts receivable | 40,000 | 30,000 |
Property, plant and equipment depreciation | 290,000 | 285,000 |
Deferred revenue | 1,965,000 | 1,135,000 |
Accrued litigation reserve | 60,000 | 65,000 |
Accrued expenses | 50,000 | 35,000 |
Net operating loss carryforward | 27,940,000 | 21,240,000 |
Research and development tax credit carryforward | 1,795,000 | 1,795,000 |
State jobs credit carryforward | 230,000 | 230,000 |
Charitable contributions carryforward | 95,000 | 100,000 |
Total deferred tax assets | 34,510,000 | 26,695,000 |
Valuation reserve | (34,200,000) | (16,980,000) |
Total deferred tax assets | 310,000 | 9,715,000 |
Warrant derivative liabilities | (9,495,000) | |
Intangible assets | (165,000) | (75,000) |
Domestic international sales company | (145,000) | (145,000) |
Total deferred tax liabilities | (310,000) | (9,715,000) |
Net deferred tax assets (liability) |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Statutory rate valuation allowances | 100% | 100% |
Deferred tax assets valuation allowance | $ 34,200,000 | $ 16,980,000 |
Decrease in valuation allowance | 17,220,000 | |
Operating Loss Carryforwards | $ 63,726,000 | |
Expiration date | expire between 2023 and 2039 | |
Uniform capitalization of inventory costs | $ 765,000 | |
Annual limitation due to ownership changes | $ 1,151,000 | |
Tax credit carryforward expiration date | expire between 2023 and 2039 | |
Likelihood descreption | greater than 50% likely | greater than 50% likely |
Effective income tax rate percentage | 100% | |
Research and Development [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | $ 175,000 | |
Tax Credit Carryforward, Amount | 1,795,000 | |
Foreign Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | $ 113,315,000 |
SCHEDULE OF OPERATING LEASES RI
SCHEDULE OF OPERATING LEASES RIGHT OF USE ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Operating Lease | ||
Operating lease right of use assets | $ 782,129 | $ 993,384 |
Operating lease obligations-current portion | 294,617 | 373,371 |
Operating lease obligations-less current portion | 555,707 | $ 688,207 |
Total operating lease obligations | $ 850,324 |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS (Details) | Dec. 31, 2022 USD ($) |
Operating Lease | |
2023 | $ 349,811 |
2024 | 245,761 |
2025 | 196,462 |
2026 | 175,113 |
Total undiscounted minimum future lease payments | 967,147 |
Imputed interest | (116,823) |
Total operating lease obligations | $ 850,324 |
OPERATING LEASE (Details Narrat
OPERATING LEASE (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | ||||||||
Jan. 02, 2022 | Sep. 02, 2021 | Sep. 02, 2021 | Aug. 31, 2021 | Jun. 30, 2021 | May 13, 2020 | Jun. 30, 2021 | Oct. 31, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Lease term | 3 years 3 months 18 days | 3 years 9 months 18 days | ||||||||
Private Medical Billing Company [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Termination period | termination date of June 2025 | termination date in July 2024 | ||||||||
Private Medical Billing Company [Member] | January 1, 2022 [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Lessee, operating lease, term of contract | 30 months | |||||||||
Custom Computing Corporation, LLC [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Termination period | termination date in March 2023 | |||||||||
Lease term | 3 months | |||||||||
Ticket Smarter Acquisition [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Termination period | termination date of December 2022 | |||||||||
Lease term | 6 months | |||||||||
Minimum [Member] | Elite Medical Billing Specialists, Inc [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Operating lease, payments | $ 2,648 | |||||||||
Minimum [Member] | Private Medical Billing Company [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Operating lease, payments | $ 4,233 | |||||||||
Minimum [Member] | Custom Computing Corporation, LLC [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Operating lease, payments | $ 11,579 | |||||||||
Minimum [Member] | Ticket Smarter Acquisition [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Operating lease, payments | $ 7,211 | |||||||||
Maximum [Member] | Elite Medical Billing Specialists, Inc [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Operating lease, payments | $ 2,774 | |||||||||
Maximum [Member] | Private Medical Billing Company [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Operating lease, payments | $ 4,626 | |||||||||
Maximum [Member] | Custom Computing Corporation, LLC [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Operating lease, payments | $ 11,811 | |||||||||
Maximum [Member] | Ticket Smarter Acquisition [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Operating lease, payments | $ 7,364 | |||||||||
Warehouse And Office Space [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Termination period | termination date of December 2026 | |||||||||
Lessee, operating lease, term of contract | 48 months | |||||||||
Warehouse And Office Space [Member] | Minimum [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Operating lease, payments | $ 12,398 | |||||||||
Warehouse And Office Space [Member] | Maximum [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Operating lease, payments | $ 14,741 | |||||||||
October 2019 for Copiers [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Operating lease, payments | $ 1,598 | |||||||||
Termination period | maturity date of October 2023 | |||||||||
Lessee, operating lease, term of contract | 48 months | 10 months | ||||||||
October 2019 for Copiers [Member] | Private Medical Billing Company [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Lessee, operating lease, term of contract | 19 months | |||||||||
Office Space and Copier [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Operating lease | $ 547,609 | |||||||||
Discount rate | 8% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Jul. 07, 2022 | |
Matching contributions to 401 (k) plan | $ 223,084 | $ 127,293 | |
3% of Employee Contribution [Member] | |||
Percentage of employer matching contribution | 100% | ||
2% of Employee Contribution [Member] | |||
Percentage of employer matching contribution | 50% | ||
Employee Contribution [Member] | |||
Percentage for vesting contributions | 100% | ||
Supplemental Employee Retirement Plan [Member] | |||
Description of matching contributions to employees | The plan, as amended, requires it to provide 100% matching contributions for employees, who elect to contribute up to 3% of their compensation to the plan and 50% matching contributions for employee’s elective deferrals on the next 2% of their contributions | ||
Nasdaq Stock Market LLC [Member] | |||
Closing bid price per share | $ 1 |
SUMMARY OF STOCK OPTIONS OUTSTA
SUMMARY OF STOCK OPTIONS OUTSTANDING (Details) - Stock Options [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Options outstanding, beginning balance | 54,303 | 41,916 |
Weighted average exercise price, outstanding, beginning balance | $ 47.40 | $ 64 |
Options granted | 1,250 | 15,000 |
Weighted average exercise price, granted | $ 19.60 | $ 33.40 |
Options exercised | ||
Weighted average exercise price, exercised | ||
Options forfeited | (1,603) | (2,613) |
Weighted average exercise price, forfeited | $ (80.80) | $ (232.20) |
Options outstanding, ending balance | 53,950 | 54,303 |
Weighted average exercise price, outstanding, ending balance | $ 45.80 | $ 47.40 |
Options exercisable, ending balance | 53,950 | 46,803 |
Weighted average exercise price, exercisable, ending balance | $ 45.80 | $ 49.60 |
SCHEDULE OF FAIR VALUE OF STOCK
SCHEDULE OF FAIR VALUE OF STOCK OPTIONS ASSUMPTION (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Volatility - range | 111.67% | 113% |
Risk-free rate | 1.81% | 1.30% |
Expected term | 10 years | 10 years |
Exercise price | $ 19.60 | $ 33.40 |
SCHEDULE OF SHARES AUTHORIZED U
SCHEDULE OF SHARES AUTHORIZED UNDER STOCK OPTION PLANS BY EXERCISE PRICE RANGE (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of options, outstanding | 53,950 |
Weighted average remaining contractual life, outstanding options | 6 years 9 months 18 days |
Number of options, exercisable | 53,950 |
Weighted average remaining contractual life, exercisable options | 6 years 9 months 18 days |
Range One [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price range, lower limit | $ / shares | $ 0.01 |
Exercise price range, upper limit | $ / shares | $ 49.99 |
Number of options, outstanding | 37,000 |
Weighted average remaining contractual life, outstanding options | 7 years 7 months 6 days |
Number of options, exercisable | 37,000 |
Weighted average remaining contractual life, exercisable options | 7 years 7 months 6 days |
Range Two [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price range, lower limit | $ / shares | $ 50 |
Exercise price range, upper limit | $ / shares | $ 69.99 |
Number of options, outstanding | 15,100 |
Weighted average remaining contractual life, outstanding options | 5 years 6 months |
Number of options, exercisable | 15,100 |
Weighted average remaining contractual life, exercisable options | 5 years 6 months |
Range Three [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price range, lower limit | $ / shares | $ 70 |
Exercise price range, upper limit | $ / shares | $ 89.99 |
Number of options, outstanding | 1,850 |
Weighted average remaining contractual life, outstanding options | 2 years 9 months 18 days |
Number of options, exercisable | 1,850 |
Weighted average remaining contractual life, exercisable options | 2 years 9 months 18 days |
SUMMARY OF RESTRICTED STOCK ACT
SUMMARY OF RESTRICTED STOCK ACTIVITY (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of restricted shares, forfeited | (3,250) | |
Restricted Stock [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of restricted shares, non-vested beginning balance | 52,869 | 36,006 |
Weighted average grant date fair value, non-vested beginning balance | $ 37.40 | $ 33.80 |
Number of restricted shares, granted | 60,750 | 42,800 |
Weighted average grant date fair value, granted | $ 14.67 | $ 41.40 |
Number of restricted shares, vested | (31,244) | (25,563) |
Weighted average grant date fair value, vested | $ (34.73) | $ (38.80) |
Number of restricted shares, forfeited | (3,250) | (375) |
Weighted average grant date fair value, forfeited | $ (21.20) | $ (21.60) |
Number of restricted shares, non-vested ending balance | 79,125 | 52,869 |
Weighted average grant date fair value, non-vested ending balance | $ 21.73 | $ 37.40 |
SCHEDULE OF NON-VESTED BALANCE
SCHEDULE OF NON-VESTED BALANCE OF RESTRICTED STOCK (Details) | Dec. 31, 2022 shares |
Share-Based Payment Arrangement [Abstract] | |
2023 | 57,250 |
2024 | 12,750 |
2025 | 4,000 |
2026 | 3,625 |
2027 | 1,500 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Pretax compensation expense | $ 1,282,757 | $ 1,605,949 |
Number of shares of common stock authorized and reserved | 333,750 | |
Options, available for grant | 137,042 | |
Stock options granted, value | $ 22,768 | 466,831 |
Aggregate intrinsic value | 0 | 0 |
Aggregate intrinsic value of options exercisable | 0 | $ 0 |
Restricted Stock Units (RSUs) [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Unrecognized portion of stock compensation expense | $ 500,280 | |
Share based payment arrangement, nonvested award, cost not yet recognized, period for recognition | 48 months | |
2005 Stock Option Plan [Member] | During 2015 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Shares unavailable for issuance | 1,078 | |
Shares unexercised and outstanding | 284 | |
2006 Stock Option Plan [Member] | During 2016 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Shares unavailable for issuance | 2,739 | |
Shares unexercised and outstanding | 531 | |
2007 Stock Option Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Shares unexercised and outstanding | 0 | |
2007 Stock Option Plan [Member] | During 2017 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Shares unavailable for issuance | 4,733 | |
2008 Plan [Member] | During 2018 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Shares unavailable for issuance | 2,025 | |
2020 Stock Option Plan [Member] | Restricted Stock [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of shares of common stock authorized and reserved | 125,000 | 125,000 |
Options, available for grant | 112,958 |
SCHEDULE OF WARRANT MODIFICATIO
SCHEDULE OF WARRANT MODIFICATION (Details) | Aug. 23, 2022 shares | Aug. 19, 2021 shares | Feb. 01, 2021 shares | Jan. 14, 2021 shares |
Common stock issuable under the warrants | 2,127,500 | 2,127,500 | ||
Warrant [Member] | Original Terms [Member] | ||||
Common stock issuable under the warrants | 1,215,000 | 715,000 | ||
Warrant [Member] | Modified Terms [Member] | ||||
Common stock issuable under the warrants | 715,000 | |||
Warrant [Member] | Measurement Input, Price Volatility [Member] | Original Terms [Member] | ||||
Warrants measurement input | 103.7 | 109.3 | ||
Warrant [Member] | Measurement Input, Price Volatility [Member] | Modified Terms [Member] | ||||
Warrants measurement input | 104.7 | |||
Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | Original Terms [Member] | ||||
Warrants measurement input | 0.78 | |||
Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | Modified Terms [Member] | ||||
Warrants measurement input | 0.78 | |||
Warrant [Member] | Measurement Input, Expected Dividend Rate [Member] | Original Terms [Member] | ||||
Warrants measurement input | 0 | 0 | ||
Warrant [Member] | Measurement Input, Expected Dividend Rate [Member] | Modified Terms [Member] | ||||
Warrants measurement input | 0 | |||
Warrant [Member] | Measurement Input, Expected Term [Member] | Original Terms [Member] | ||||
Remaining contractual term | 4 years 6 months | |||
Warrant [Member] | Measurement Input, Expected Term [Member] | Modified Terms [Member] | ||||
Remaining contractual term | 5 years 1 month 6 days | |||
Warrant [Member] | Measurement Input, Exercise Price [Member] | Original Terms [Member] | ||||
Warrants measurement input | 65 | 65 | ||
Warrant [Member] | Measurement Input, Exercise Price [Member] | Modified Terms [Member] | ||||
Warrants measurement input | 65 |
SUMMARY OF WARRANT ACTIVITY (De
SUMMARY OF WARRANT ACTIVITY (Details) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Warrants, vested, beginning balance | 1,300,430 | 169,418 |
Weighted average exercise price, vested, beginning balance | $ 64.80 | $ 124.80 |
Warrants, Granted | 2,127,500 | |
Weighted average exercise price, granted | $ 62.20 | |
Warrants, exercised | (912,500) | |
Weighted average exercise price, exercised | $ (58.40) | |
Warrants, forfeited/cancelled | (1,232,971) | (83,988) |
Weighted average exercise price, forfeited/cancelled | $ (65.08) | $ (188.40) |
Warrants, vested, ending balance | 67,459 | 1,300,430 |
Weighted average exercise price, vested, ending balance | $ 60.26 | $ 64.80 |
SUMMARY OF RANGE OF EXERCISE PR
SUMMARY OF RANGE OF EXERCISE PRICES AND WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE OF WARRANTS (Details) - Warrant [Member] | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Outstanding and exercisable warrants, number of warrants | 67,459 |
Outstanding and exercisable warrants, weighted average remaining contractual life | 3 months 18 days |
Range One [Member] | |
Outstanding and exercisable warrants, exercise price | $ / shares | $ 52 |
Outstanding and exercisable warrants, number of warrants | 23,286 |
Outstanding and exercisable warrants, weighted average remaining contractual life | 7 months 6 days |
Range Two [Member] | |
Outstanding and exercisable warrants, exercise price | $ / shares | $ 60 |
Outstanding and exercisable warrants, number of warrants | 15,840 |
Outstanding and exercisable warrants, weighted average remaining contractual life | 3 months 18 days |
Range Three [Member] | |
Outstanding and exercisable warrants, exercise price | $ / shares | $ 67.20 |
Outstanding and exercisable warrants, number of warrants | 28,333 |
Outstanding and exercisable warrants, weighted average remaining contractual life | 2 months 12 days |
COMMON STOCK PURCHASE WARRANT_2
COMMON STOCK PURCHASE WARRANTS (Details Narrative) | 12 Months Ended | ||||||
Aug. 23, 2022 shares | Aug. 19, 2021 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) | Feb. 01, 2021 shares | Jan. 14, 2021 shares | |
Common stock issuable under the warrants | shares | 2,127,500 | 2,127,500 | |||||
Warrants and rights outstanding | $ 11,818,644 | ||||||
Warrant modification expense | $ 295,780 | $ 295,780 | |||||
Issuance of common stock through warrant exchange agreement, shares | shares | 303,750 | 303,750 | |||||
Change in fair market value of warrant derivative liabilities | $ 6,726,638 | 36,664,907 | |||||
Issued shares of common stock, value | 4,495,500 | ||||||
Gain on extinguishment of warrant derivative liabilities | $ 3,624,794 | ||||||
Change in pricing inputs and volatilities, percentage | 111.67% | 113% | |||||
Weighted average remaining terms | 3 months 27 days | 50 months 21 days | |||||
Fair Value, Inputs, Level 3 [Member] | |||||||
Change in pricing inputs and volatilities, percentage | 10% | ||||||
Exchange Warrants [Member] | |||||||
Warrants exercisable | shares | 384,077 | ||||||
Warrants and rights outstanding | $ 12,114,424 | ||||||
Warrant Exchange Agreement [Member] | |||||||
Warrants exercisable | shares | 384,077 | ||||||
Fair value of warrant derivative liability | $ 8,100,000 | $ 9,300,000 | |||||
Change in fair market value of warrant derivative liabilities | 1,200,000 | ||||||
Issued shares of common stock, value | 4,500,000 | ||||||
Gain on extinguishment of warrant derivative liabilities | $ 3,600,000 | ||||||
Warrant Exchange Agreement [Member] | Replacement Original Warrants [Member] | |||||||
Exercise price | $ / shares | $ 65 | ||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | shares | 330,923 | ||||||
Warrants expiration date | Sep. 18, 2026 | ||||||
Common Stock Purchase Warrants [Member] | |||||||
Common stock issuable under the warrants | shares | 67,459 | ||||||
Warrant expiration date description | The warrants expire from February 23, 2023 through July 31, 2023 | ||||||
Common Stock Purchase Warrants [Member] | Minimum [Member] | |||||||
Exercise price | $ / shares | $ 52 | ||||||
Common Stock Purchase Warrants [Member] | Maximum [Member] | |||||||
Exercise price | $ / shares | $ 67.20 | ||||||
Warrant [Member] | |||||||
Intrinsic value of all outstanding warrants | $ 0 | $ 0 | |||||
Warrant [Member] | Original Terms [Member] | |||||||
Common stock issuable under the warrants | shares | 1,215,000 | 715,000 | |||||
Warrant [Member] | Original Terms [Member] | Measurement Input, Price Volatility [Member] | |||||||
Warrants measurement input | 103.7 | 109.3 | |||||
Warrant [Member] | Original Terms [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||
Warrants measurement input | 0.78 | ||||||
Warrant [Member] | Original Terms [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||||
Warrants measurement input | 0 | 0 | |||||
Warrant [Member] | Original Terms [Member] | Measurement Input, Expected Term [Member] | |||||||
Remaining contractual term | 4 years 6 months | ||||||
Warrant [Member] | Original Terms [Member] | Measurement Input, Exercise Price [Member] | |||||||
Warrants measurement input | 65 | 65 | |||||
Warrant [Member] | Minimum [Member] | Original Terms [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||
Warrants measurement input | 3.17 | ||||||
Warrant [Member] | Minimum [Member] | Original Terms [Member] | Measurement Input, Expected Term [Member] | |||||||
Remaining contractual term | 3 years 4 months 24 days | ||||||
Warrant [Member] | Maximum [Member] | Original Terms [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||
Warrants measurement input | 3.36 | ||||||
Warrant [Member] | Maximum [Member] | Original Terms [Member] | Measurement Input, Expected Term [Member] | |||||||
Remaining contractual term | 4 years 1 month 6 days |
SCHEDULE OF NET PROCEEDS FROM O
SCHEDULE OF NET PROCEEDS FROM OFFERING (Details) - USD ($) | 12 Months Ended | |||
Feb. 02, 2021 | Jan. 14, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Net proceeds of the offering | $ 13,346,600 | |||
IPO One [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds from the sale of 3,250,000 shares of Common Stock at $2.80 per share | $ 8,666,000 | |||
Proceeds from the sale of pre-funded warrants to purchase 11,050,000 shares of Common Stock at $2.79 per share | 22,212,000 | |||
Less: Placement agent fees and other expenses of the offering | (1,937,000) | |||
Net proceeds of the offering | 28,941,000 | |||
IPO One [Member] | Warrant Derivative Liability [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Warrant derivative liabilities | 21,922,158 | |||
Pre-funded warrant derivative liabilities | 378,615 | |||
Total allocation of the net proceeds of the offering to warrant derivative liabilities | $ 22,300,773 | |||
IPO Two [Member[ | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds from the sale of 3,250,000 shares of Common Stock at $2.80 per share | $ 9,100,000 | |||
Proceeds from the sale of pre-funded warrants to purchase 11,050,000 shares of Common Stock at $2.79 per share | 30,829,500 | |||
Less: Placement agent fees and other expenses of the offering | (2,482,400) | |||
Net proceeds of the offering | 37,447,100 | |||
IPO Two [Member[ | Warrant Derivative Liability [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Warrant derivative liabilities | 27,476,352 | |||
Pre-funded warrant derivative liabilities | 1,438,934 | |||
Total allocation of the net proceeds of the offering to warrant derivative liabilities | $ 28,915,286 |
SCHEDULE OF NET PROCEEDS FROM_2
SCHEDULE OF NET PROCEEDS FROM OFFERING (Details) (Parenthetical) - $ / shares | 12 Months Ended | |||||
Feb. 02, 2021 | Jan. 14, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 13, 2022 | Feb. 01, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||||
Share price | $ 10 | |||||
Purchase of warrant | 2,127,500 | 2,127,500 | ||||
Common Stock [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Issuance of common stock | 25,000 | 140,000 | ||||
IPO [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Issuance of common stock | 162,500 | 140,000 | ||||
Share price | $ 56 | $ 61.90 | ||||
Purchase of warrant | 715,000 | |||||
IPO [Member] | Common Stock [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Purchase of warrant | 552,500 | 360,000 | ||||
IPO [Member] | Pre Funded Warrants [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Share price | $ 55.80 | $ 61.70 | ||||
Purchase of warrant | 552,500 | 360,000 |
SCHEDULE OF STOCK REPURCHASE (D
SCHEDULE OF STOCK REPURCHASE (Details) | Dec. 31, 2022 USD ($) $ / shares shares |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Shares Purchased | 273,041 |
Average Price Paid per Shares | $ / shares | $ 22 |
Total Number of Shares Purchased as Part of Publicly Announced Program | 273,041 |
Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program | $ | $ 3,998,398 |
December 2021 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Shares Purchased | 86,742 |
Average Price Paid per Shares | $ / shares | $ 22.80 |
Total Number of Shares Purchased as Part of Publicly Announced Program | 86,742 |
Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program | $ | |
January 2022 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Shares Purchased | 34,855 |
Average Price Paid per Shares | $ / shares | $ 22.20 |
Total Number of Shares Purchased as Part of Publicly Announced Program | 34,855 |
Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program | $ | |
February 2022 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Shares Purchased | 34,649 |
Average Price Paid per Shares | $ / shares | $ 22.40 |
Total Number of Shares Purchased as Part of Publicly Announced Program | 34,649 |
Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program | $ | |
March 2022 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Shares Purchased | 24,298 |
Average Price Paid per Shares | $ / shares | $ 21.20 |
Total Number of Shares Purchased as Part of Publicly Announced Program | 24,298 |
Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program | $ | |
April 2022 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Shares Purchased | 29,774 |
Average Price Paid per Shares | $ / shares | $ 22.80 |
Total Number of Shares Purchased as Part of Publicly Announced Program | 29,774 |
Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program | $ | |
May 2022 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Shares Purchased | 35,846 |
Average Price Paid per Shares | $ / shares | $ 21.60 |
Total Number of Shares Purchased as Part of Publicly Announced Program | 35,846 |
Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program | $ | |
June 2022 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Shares Purchased | 26,878 |
Average Price Paid per Shares | $ / shares | $ 19.20 |
Total Number of Shares Purchased as Part of Publicly Announced Program | 26,878 |
Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program | $ |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 7 Months Ended | 12 Months Ended | ||||||||||
Dec. 28, 2022 | Oct. 13, 2022 | Jan. 07, 2022 | Dec. 06, 2021 | Sep. 02, 2021 | Feb. 02, 2021 | Jan. 14, 2021 | Jan. 07, 2021 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 01, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Purchase of warrant | 2,127,500 | 2,127,500 | ||||||||||
Sale of stock price per share | $ 10 | |||||||||||
Shares issued price per share | $ 22 | |||||||||||
Percentage for placement agent received discount and commissions | 6% | 6% | ||||||||||
Proceeds from issuance initial public offering | $ 13,346,600 | |||||||||||
Shares, cancelled | 3,250 | |||||||||||
Number of shares issued, value | $ 15,000,000 | $ 9,403,600 | 6,729,000 | |||||||||
Conversion price per share | $ 20 | |||||||||||
Preferred stock, redemption terms | The holders of the Series A Preferred Stock and Series B Preferred Stock have the right to require the Company to redeem their shares of the relevant series at a price per share equal to 105% of the stated value of such shares commencing (i) after the earlier of (1) the receipt of stockholder approval of the Amendments and (2) sixty (60) days after the closing of the 2022 Offering and (ii) before the date that is ninety (90) days after such closing. The Company has the option to redeem the Series A Preferred Stock and Series B Preferred Stock at a price per share equal to 105% of the stated value of such shares commencing after the 90th day following the closing of the 2022 Offering, subject to the holders’ rights to convert the shares prior to such redemption | |||||||||||
Stock redeemed or called during period, value | $ 15,750,000 | |||||||||||
Carrying amount of redeemed | 13,365,000 | |||||||||||
Loss on redemption | 2,385,000 | |||||||||||
Number of shares issued | 25,000 | |||||||||||
Net income attributable to noncontrolling interests | $ 407,933 | $ 56,453 | ||||||||||
Nobility Healthcare LLC [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Noncontrolling shareholders ownership percentage | 49% | |||||||||||
Nobility Healthcare LLC [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Equity method investment, ownership percentage | 51% | |||||||||||
Stock Repurchase Program [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Number of repurchased shares | 273,041 | 186,299,000,000 | ||||||||||
Number of repurchase | $ 6,001,602 | |||||||||||
Series A Convertible Redeemable Preferred Stock [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Number of shares issued, shares | 1,400,000 | |||||||||||
Preferred stock, par or stated value per share | $ 0.001 | |||||||||||
Series B Convertible Redeemable Preferred Stock [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Number of shares issued, shares | 100,000 | |||||||||||
Shares issued price per share | $ 9.50 | |||||||||||
Preferred stock, par or stated value per share | $ 0.001 | |||||||||||
Series B Preferred Stock [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Preferred stock, voting rights | The Certificate of Designation for the Series B Preferred Stock provides, in particular, that the Series B Preferred Stock will have no voting rights other than the right to vote on the Amendments and each share of Series B Preferred Stock entitles the holder thereof the right to cast 2,500 votes on the Amendments | |||||||||||
Stock redeemed or called during period, shares | 100,000 | |||||||||||
Series A Preferred Stock [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Stock redeemed or called during period, shares | 1,400,000 | |||||||||||
Officers [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Common stock issuance granted | 26,250 | |||||||||||
Vesting drescription | Such shares will vest over various periods ranging from one to five years on the anniversary of the grant date, provided that each grantee remains an officer or employee on such dates | |||||||||||
Employees [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Common stock issuance granted | 9,500 | |||||||||||
Financial Advisor [Member] | Series A Convertible Redeemable Preferred Stock [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Reimbursement description | In connection with the 2022 Offering, the Company paid A.G.P./Alliance Global Partners (the “Financial Advisor”) an aggregate cash fee equal to $750,000 and reimbursed the Financial Advisor for certain of its expenses in an amount not to exceed $135,000 | |||||||||||
Aggregate cash fee | $ 750,000 | |||||||||||
Maximum [Member] | Stock Repurchase Program [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Proceeds from common stock | $ 10,000,000 | |||||||||||
Maximum [Member] | Employees [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Vesting period | 5 years | |||||||||||
Minimum [Member] | Stock Repurchase Program [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Number of repurchase | $ 4,026,523 | |||||||||||
Minimum [Member] | Employees [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Vesting period | 2 years | |||||||||||
Warrant [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Sale of stock price per share | $ 65 | |||||||||||
Underwritten Public Offering [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Equity method investment ownership percentage description | On January 14, 2021, the Company consummated a registered direct offering (the “Offering”) of (i) 140,000 shares of common stock (“Shares”), (ii) pre-funded warrants to purchase up to 360,000 shares of Common Stock (the “Pre-Funded Warrants”), issuable to investors whose purchase of shares of Common Stock would otherwise result in such investor, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the holder, 9.99%) of the Company’s outstanding Common Stock immediately following the consummation of the Registered Offering (“Pre-Funded Warrants”); and (iii) common stock purchase warrants (“Warrants”) to purchase up to an aggregate of 500,000 shares of Common Stock (the “Warrant Shares”), which are exercisable for a period of five years after issuance at an initial exercise price $65.00 per share, subject to certain adjustments, as provided in the Warrants. | |||||||||||
Number of shares issued, shares | 140,000 | |||||||||||
Purchase of warrant | 500,000 | |||||||||||
Warrants and rights outstanding, term | 5 years | |||||||||||
Exercise price | $ 65 | |||||||||||
Sale of stock price per share | $ 61.90 | |||||||||||
Underwritten Public Offering [Member] | Pre Funded Warrants [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Purchase of warrant | 360,000 | |||||||||||
IPO [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Equity method investment ownership percentage description | the Company consummated an registered direct offering (the “Second Offering”) of (i) 162,500 shares of common stock (“February 2021 Shares”), (ii) pre-funded warrants to purchase up to 552,500 shares of Common Stock (the “February 2021 Pre-Funded Warrants”), issuable to investors whose purchase of shares of Common Stock would otherwise result in such investor, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the holder, 9.99%) of the Company’s outstanding Common Stock immediately following the consummation of the Registered Offering; and (iii) common stock purchase warrants (“February 2021 Warrants”) to purchase up to an aggregate of 715,000 shares of Common Stock (the “February 2021 Warrant Shares”), which are exercisable for a period of five years after issuance at an initial exercise price $65.00 per share, subject to certain adjustments, as provided in the February 2021 Warrants. | |||||||||||
Number of shares issued, shares | 162,500 | 140,000 | ||||||||||
Purchase of warrant | 715,000 | |||||||||||
Warrants and rights outstanding, term | 5 years | |||||||||||
Exercise price | $ 65 | |||||||||||
Sale of stock price per share | 56 | $ 61.90 | ||||||||||
Shares issued price per share | $ 56 | $ 61.90 | ||||||||||
Proceeds from issuance initial public offering | $ 28,941,000 | |||||||||||
IPO [Member] | Maximum [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Purchase of warrant | 500,000 | |||||||||||
IPO [Member] | Pre Funded Warrants [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Purchase of warrant | 552,500 | 360,000 | ||||||||||
Sale of stock price per share | $ 55.80 | $ 61.70 | ||||||||||
Shares issued price per share | $ 55.80 | $ 61.70 | ||||||||||
Proceeds from issuance initial public offering | $ 37,447,100 | $ 29,013,000 | ||||||||||
Share Price | $ 56 | |||||||||||
IPO [Member] | Pre Funded Warrants [Member] | Maximum [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Purchase of warrant | 715,000 | |||||||||||
Proceeds from issuance initial public offering | $ 37,557,600 | |||||||||||
IPO [Member] | February 2021 Shares [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Number of shares issued, shares | 162,500 | |||||||||||
IPO [Member] | February 2021 Pre-Funded Warrants [Member] | ||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||
Purchase of warrant | 552,500 | |||||||||||
Shares issued price per share | $ 55.80 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Distributions paid | $ 15,692 | $ 0 |
Nobility LLC [Member] | ||
Related Party Transaction [Line Items] | ||
Working capital | $ 138,384 | $ 158,384 |
SCHEDULE OF WEIGHTED AVERAGE NU
SCHEDULE OF WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING AND LOSS PER SHARE OUTSTANDING (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Numerator for basic and diluted income (loss) per share – Net income (loss) attributable to common stockholders | $ (21,666,691) | $ 25,474,508 |
Denominator for basic loss per share – weighted average shares outstanding | 2,548,549 | 2,511,114 |
Dilutive effect of shares issuable upon conversion of convertible debt and the exercise of stock options and warrants outstanding | ||
Denominator for diluted loss per share – adjusted weighted average shares outstanding | 2,548,549 | 2,511,114 |
Basic | $ (8.50) | $ 10.14 |
Diluted | $ (8.50) | $ 10.14 |
SCHEDULE OF PRELIMINARY FAIR VA
SCHEDULE OF PRELIMINARY FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ACQUISITION (Details) - USD ($) | Sep. 30, 2022 | Jun. 30, 2022 | Feb. 01, 2022 | Jan. 02, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2022 | Sep. 02, 2021 |
Restructuring Cost and Reserve [Line Items] | ||||||||
Tangible assets acquired | $ 174,351 | $ 174,351 | ||||||
Intangible assets acquired – client agreements | 457,079 | |||||||
Goodwill | 667,921 | 1,125,000 | ||||||
Liabilities assumed pursuant to stock purchase agreement | 77,158 | 77,158 | ||||||
Total assets acquired and liabilities assumed | 1,376,509 | 1,376,509 | ||||||
Cash paid at acquisition date | 1,026,509 | 1,026,509 | ||||||
Contingent consideration promissory note | 350,000 | 350,000 | $ 4,244,400 | |||||
Healthcare Acquisition [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Total acquisition purchase price | $ 1,376,509 | $ 1,376,509 | ||||||
Healthcare Acquisition One [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Tangible assets acquired | $ 401,547 | $ 401,547 | ||||||
Intangible assets acquired – client agreements | 206,955 | |||||||
Goodwill | 2,713,045 | 2,920,000 | ||||||
Total assets acquired and liabilities assumed | 2,920,000 | 2,920,000 | ||||||
Cash paid at acquisition date | 2,270,000 | 2,270,000 | ||||||
Contingent consideration promissory note | 650,000 | 650,000 | ||||||
Total acquisition purchase price | 2,920,000 | 2,920,000 | ||||||
Liabilities assumed pursuant to stock purchase agreement | $ (401,547) | $ (401,547) | ||||||
Healthcare Acquisition Two [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Tangible assets acquired | $ 190,631 | |||||||
Goodwill | 2,100,000 | |||||||
Total assets acquired and liabilities assumed | 1,903,626 | |||||||
Cash paid at acquisition date | 1,153,626 | |||||||
Contingent consideration promissory note | 750,000 | |||||||
Total acquisition purchase price | $ 1,903,626 | |||||||
Liabilities assumed pursuant to stock purchase agreement | $ (387,005) | |||||||
Medical Billing Acquisition [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Intangible assets acquired – client agreements | $ 335,000 | |||||||
Total assets acquired and liabilities assumed | 335,000 | |||||||
Cash paid at acquisition date | 230,000 | |||||||
Contingent consideration promissory note | 105,000 | |||||||
Total acquisition purchase price | $ 335,000 |
SCHEDULE OF IDENTIFIABLE INTANG
SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSETS ACQUIRED AND THEIR ESTIMATED USEFUL LIVES (Details) - USD ($) | 4 Months Ended | 12 Months Ended | ||||
Dec. 31, 2022 | Sep. 02, 2022 | Feb. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Cost | $ 6,800,000 | |||||
Amortization | $ 1,693,333 | $ 1,562,558 | $ 563,490 | |||
Client Agreements [Member] | Healthcare Acquisition [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Cost | $ 457,079 | |||||
Amortization | $ 68,562 | |||||
Estimated useful life | 10 years | |||||
Client Agreements [Member] | Medical Billing Acquisition [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Cost | $ 335,000 | |||||
Amortization | $ 30,708 | |||||
Estimated useful life | 10 years |
SCHEDULE OF IDENTIFIABLE INTA_2
SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSET ACQUIRED AND THEIR ESTIMATED USEFUL LIVES (Details) - USD ($) | 3 Months Ended | 4 Months Ended | 12 Months Ended | ||
Sep. 02, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Cost | $ 6,800,000 | ||||
Amortization | $ 1,693,333 | $ 1,562,558 | $ 563,490 | ||
Client Agreements [Member] | Healthcare Acquisition One [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Cost | $ 206,955 | ||||
Amortization | $ 27,594 | ||||
Estimated useful life | 10 years |
DIGITAL ALLY HEALTHCARE VENTU_3
DIGITAL ALLY HEALTHCARE VENTURE (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2022 | Feb. 01, 2022 | Jan. 02, 2022 | Aug. 31, 2021 | Jun. 30, 2021 | Jun. 04, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Principal amount | $ 150,000 | $ 150,000 | ||||||||
Repayments of notes payable | 527,402 | |||||||||
Increase accounts receivable | $ (722,498) | 29,838 | ||||||||
Healthcare Acquisition [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Aggregate purchase price | $ 1,376,509 | $ 1,376,509 | ||||||||
Medical Billing Acquisition [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Aggregate purchase price | $ 335,000 | |||||||||
Nobility LLC [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Venture capitalization amount | $ 13,500,000 | |||||||||
Ownership description | Digital Ally Healthcare owns 51% of the venture that entitles it to 51% of the distributable cash as defined in the venture’s operating agreement plus a cumulative preferred return of 10% per annum on its invested capital. Nobility will receive a management fee and 49% of the distributable cash, subordinated to Digital Ally Healthcare’s preferred return. | |||||||||
Nobility LLC [Member] | Elite Medical Billing Specialists, Inc [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Principal amount | $ 350,000 | |||||||||
Principal amount | 317,212 | |||||||||
Nobility LLC [Member] | Healthcare Acquisition [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Initial payment | $ 850,000 | |||||||||
Increase accounts receivable | 75,000 | |||||||||
Business Acquisition, Transaction Costs | $ 7,996 | |||||||||
Nobility LLC [Member] | Elite Medical Billing Specialists, Inc [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Repayments of notes payable | $ 162,552 | |||||||||
Aggregate purchase price | $ 1,376,509 | |||||||||
Nobility LLC [Member] | Elite Medical Billing Specialists, Inc [Member] | Acquisition-related Costs [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Aggregate purchase price | $ 164,630 | |||||||||
Nobility LLC [Member] | Medical Billing Acquisition [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Initial payment | $ 2,270,000 | |||||||||
Aggregate purchase price | 2,920,000 | |||||||||
Business Acquisition, Transaction Costs | 5,602 | |||||||||
Nobility LLC [Member] | Medical Billing Acquisition [Member] | Promissory Note [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Principal amount | $ 650,000 | |||||||||
Nobility LLC [Member] | Medical Billing Acquisition One [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Initial payment | 1,153,626 | |||||||||
Aggregate purchase price | 1,903,626 | |||||||||
Nobility LLC [Member] | Medical Billing Acquisition One [Member] | Promissory Note [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Principal amount | $ 750,000 | |||||||||
Nobility LLC [Member] | Medical Billing Acquisition Two [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Initial payment | 230,000 | |||||||||
Aggregate purchase price | 335,000 | |||||||||
Business Acquisition, Transaction Costs | 10,322 | |||||||||
Nobility LLC [Member] | Medical Billing Acquisition Two [Member] | Promissory Note [Member] | ||||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||||
Principal amount | $ 105,000 |
SCHEDULE OF PARLIAMENT AND FINA
SCHEDULE OF PARLIAMENT AND FINAL ESTIMATED FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED ACQUISITION (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||||
Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Jun. 30, 2022 | Sep. 02, 2021 | Jun. 30, 2021 | |
Business Acquisition [Line Items] | ||||||
Identifiable intangible assets acquired | $ 457,079 | |||||
Goodwill | 667,921 | 1,125,000 | ||||
Net assets acquired and liabilities assumed | 1,376,509 | 1,376,509 | ||||
Cash paid at TicketSmarter Acquisition date | 174,351 | 174,351 | ||||
Contingent consideration earn-out agreement | $ 350,000 | $ 4,244,400 | $ 350,000 | |||
Ticket Smarter Acquisition [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Tangible assets acquired, including $51,432 of cash acquired | $ 7,139,930 | $ 5,748,291 | ||||
Identifiable intangible assets acquired | 6,800,000 | |||||
Goodwill | 11,839,308 | 5,886,547 | ||||
Liabilities assumed pursuant to stock purchase agreement | (5,128,964) | (5,128,964) | ||||
Net assets acquired and liabilities assumed | 13,850,274 | 13,305,874 | ||||
Cash paid at TicketSmarter Acquisition date | 8,413,240 | 8,413,240 | ||||
Common stock issued as consideration for TicketSmarter Acquisition at date of acquisition | 990,360 | 990,360 | ||||
Contingent consideration earn-out agreement | 4,244,400 | 3,700,000 | ||||
Cash paid at closing to escrow amount | 500,000 | 500,000 | $ 500,000 | |||
Cash retained from escrow amount pursuant to settlement of working capital target | (297,726) | (297,726) | ||||
Total TicketSmarter Acquisition purchase price | $ 13,850,274 | $ 13,305,874 |
SCHEDULE OF PRELIMINARY FAIR _2
SCHEDULE OF PRELIMINARY FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED ACQUISITION (Details) (Parenthetical) | Sep. 30, 2021 USD ($) |
Business Combination and Asset Acquisition [Abstract] | |
Cash Acquired from Acquisition | $ 51,432 |
SCHEDULE OF COMPONENTS OF IDENT
SCHEDULE OF COMPONENTS OF IDENTIFIABLE INTANGIBLE ASSETS ACCRUED AND ESTIMATED USEFUL LIVES (Details) - USD ($) | 4 Months Ended | 12 Months Ended | |||||
Dec. 31, 2022 | Sep. 02, 2022 | Sep. 02, 2021 | Sep. 02, 2021 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||||||
Identifiable intangible assets | $ 6,800,000 | ||||||
Amortization | $ 1,693,333 | $ 1,562,558 | $ 563,490 | ||||
Trademarks and Trade Names [Member] | |||||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||||
Identifiable intangible assets | $ 600,000 | ||||||
Amortization | |||||||
Sponsorship Agreement Network [Member] | |||||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||||
Identifiable intangible assets | $ 5,600,000 | ||||||
Amortization | 1,493,333 | ||||||
Estimated useful life | 5 years | ||||||
Search Engine Optimization [Member] | |||||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||||
Identifiable intangible assets | $ 600,000 | ||||||
Amortization | $ 200,000 | ||||||
Estimated useful life | 4 years |
TICKETSMARTER ACQUISITION (Deta
TICKETSMARTER ACQUISITION (Details Narrative) - USD ($) | 12 Months Ended | ||||||
Oct. 13, 2022 | Sep. 02, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | |
Business Acquisition [Line Items] | |||||||
Stock issues during period value new issues | $ 15,000,000 | $ 9,403,600 | $ 6,729,000 | ||||
Contingent Amount | 4,244,400 | $ 350,000 | $ 350,000 | ||||
Ticket Smarter Acquisition [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Contingent Amount | 3,700,000 | $ 4,244,400 | |||||
Amount in escrow | $ 500,000 | $ 500,000 | $ 500,000 | ||||
Working capital adjustment | 297,726 | ||||||
Escrow amount to sellers | 202,274 | ||||||
Acquisition related costs | 40,625 | ||||||
Ticket Smarter Acquisition [Member] | Promissory Note [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Fair value on acquisition | $ 3,700,000 |
SCHEDULE OF SEGMENT REPORTING (
SCHEDULE OF SEGMENT REPORTING (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Total net revenues | $ 37,009,895 | $ 21,413,434 |
Total Gross Profit | 2,321,941 | 5,663,775 |
Total operating income (loss) | (29,733,258) | (14,760,910) |
Total depreciation and amortization | 2,176,679 | 822,489 |
Total identifiable assets | 56,668,062 | 82,989,197 |
Video Solutions [Member] | ||
Segment Reporting Information [Line Items] | ||
Total net revenues | 8,252,288 | 9,073,626 |
Total Gross Profit | (1,250,277) | 2,002,345 |
Total operating income (loss) | (9,278,721) | (4,497,196) |
Total depreciation and amortization | 769,228 | 395,361 |
Total identifiable assets | 28,509,706 | 25,983,348 |
Revenue Cycle Management [Member] | ||
Segment Reporting Information [Line Items] | ||
Total net revenues | 7,886,107 | 1,630,048 |
Total Gross Profit | 3,303,477 | 521,047 |
Total operating income (loss) | 357,705 | 93,763 |
Total depreciation and amortization | 128,082 | |
Total identifiable assets | 2,201,570 | 934,095 |
Entertainment Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Total net revenues | 20,871,500 | 10,709,760 |
Total Gross Profit | 268,741 | 3,140,383 |
Total operating income (loss) | (7,369,241) | 235,432 |
Total depreciation and amortization | 1,279,369 | 427,128 |
Total identifiable assets | 11,190,491 | 12,260,780 |
Corporate Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Total operating income (loss) | (13,443,001) | (10,592,909) |
Total identifiable assets | $ 14,766,295 | $ 43,810,974 |
SEGMENT DATA (Details Narrative
SEGMENT DATA (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Segment Reporting [Abstract] | ||
Reserve for excess | $ 5,230,261 | $ 3,353,458 |
Obsolete inventory | $ 259,280 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - shares | Feb. 06, 2023 | Jan. 09, 2023 |
Subsequent Event [Line Items] | ||
Reverse stock split | 1-for-20 reverse stock split | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Stock option awarded | 5,000 | |
Stock option awarded | 1,000 | |
Reverse stock split | 1-for-20 reverse stock split | |
Subsequent Event [Member] | Stanton E.Ross [Member] | ||
Subsequent Event [Line Items] | ||
Stock option awarded | 17,500 | |
Subsequent Event [Member] | Employees [Member] | ||
Subsequent Event [Line Items] | ||
Stock option awarded | 12,500 |