Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Apr. 01, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
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 | $ 10,255,337 | ||
Entity Common Stock, Shares Outstanding | 2,800,752 | ||
Documents Incorporated by Reference [Text Block] | None | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 587 | ||
Auditor Name | RBSM LLP | ||
Auditor Location | New York, NY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 680,549 | $ 3,532,199 |
Accounts receivable-trade, less allowance for doubtful accounts of $200,668 – 2023 and $152,736 – 2022 | 1,584,662 | 2,044,056 |
Other receivables, net of $5,000 allowance – 2023 and $0 - 2022 (including $-0- due from related parties – 2023 and $138,384– 2022, refer to Note 19) | 3,107,634 | 4,076,522 |
Inventories, net | 3,845,281 | 6,839,406 |
Prepaid expenses | 6,366,368 | 8,466,413 |
Total current assets | 15,584,494 | 24,958,596 |
Property, plant, and equipment, net | 7,283,702 | 7,898,686 |
Goodwill and other intangible assets, net | 16,510,422 | 17,872,970 |
Operating lease right of use assets, net | 1,053,159 | 782,129 |
Other assets | 6,597,032 | 5,155,681 |
Total assets | 47,028,809 | 56,668,062 |
Current liabilities: | ||
Accounts payable | 10,732,089 | 9,477,355 |
Accrued expenses | 3,269,330 | 1,090,967 |
Current portion of operating lease obligations | 279,538 | 294,617 |
Contract liabilities – current | 2,937,168 | 2,154,874 |
Notes payable – related party – current portion | 2,700,000 | |
Debt obligations – current | 1,260,513 | 485,373 |
Warrant derivative liabilities | 1,369,738 | |
Income taxes payable | 61 | 8,097 |
Total current liabilities | 22,548,437 | 13,511,283 |
Long-term liabilities: | ||
Debt obligations – long term | 4,853,237 | 442,467 |
Operating lease obligation – long term | 827,836 | 555,707 |
Contract liabilities – long term | 7,340,459 | 5,818,082 |
Lease deposit | 10,445 | |
Total liabilities | 35,580,414 | 20,327,539 |
Commitments and contingencies | ||
Equity: | ||
Common stock, $0.001 par value; 200,000,000 shares authorized; shares issued: 2,800,754 – 2023 and 2,720,170 – 2022 | 2,801 | 2,721 |
Additional paid in capital | 128,441,083 | 127,869,342 |
Noncontrolling interest in consolidated subsidiary | 673,292 | 448,694 |
Accumulated deficit | (117,668,781) | (91,980,234) |
Total equity | 11,448,395 | 36,340,523 |
Total liabilities and equity | $ 47,028,809 | $ 56,668,062 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Defined Benefit Plan Disclosure [Line Items] | ||
Allowance for doubtful accounts receivable | $ 200,668 | $ 152,736 |
Allowance for other receivable, current | $ 5,000 | $ 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 2,800,754 | 2,720,170 |
Related Party [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Other receivables net current | $ 0 | $ 138,384 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue: | ||
Total revenue | $ 28,248,344 | $ 37,009,895 |
Cost of revenue: | ||
Total cost of revenue | 22,485,860 | 34,687,954 |
Gross profit | 5,762,484 | 2,321,941 |
Selling, general and administrative expenses: | ||
Research and development expense | 2,618,746 | 2,290,293 |
Selling, advertising and promotional expense | 7,137,529 | 9,312,204 |
General and administrative expense | 18,246,762 | 20,452,702 |
Total selling, general and administrative expenses | 28,003,037 | 32,055,199 |
Operating loss | (22,240,553) | (29,733,258) |
Other income (expense): | ||
Interest income | 95,717 | 131,025 |
Interest expense | (3,134,253) | (37,196) |
Other income | 144,735 | |
Other expense | (230,744) | |
Loss on accrual for legal settlement | (1,792,308) | |
Loss on conversion of convertible debt | (1,112,705) | |
Change in fair value of short-term investments | (84,818) | |
Change in fair value of warrant derivative liabilities | 1,846,642 | 6,726,638 |
Change in fair value of contingent consideration promissory notes and earn-out agreements | 177,909 | 516,970 |
Gain on the extinguishment of liabilities | 550,867 | |
Gain on extinguishment of warrant derivative liabilities | 3,624,794 | |
Gain on sale of property, plant and equipment | 212,831 | |
Total other income (loss) | (3,223,396) | 10,859,500 |
Loss before income tax benefit (provision) | (25,463,949) | (18,873,758) |
Income tax expense benefit (provision) | ||
Net loss | (25,463,949) | (18,873,758) |
Net income attributable to noncontrolling interests of consolidated subsidiary | (224,598) | (407,933) |
Loss on redemption – Series A & B convertible redeemable preferred stock | (2,385,000) | |
Net loss attributable to common stockholders | $ (25,688,547) | $ (21,666,691) |
Net loss per share attributable to common information: | ||
Basic | $ (9.22) | $ (8.50) |
Diluted | $ (9.22) | $ (8.50) |
Weighted average shares outstanding: | ||
Basic | 2,784,894 | 2,548,549 |
Diluted | 2,784,894 | 2,548,549 |
Product [Member] | ||
Revenue: | ||
Total revenue | $ 9,347,945 | $ 10,999,892 |
Cost of revenue: | ||
Total cost of revenue | 9,974,890 | 14,372,115 |
Service, Other [Member] | ||
Revenue: | ||
Total revenue | 18,900,399 | 26,010,003 |
Cost of revenue: | ||
Total cost of revenue | $ 12,510,970 | $ 20,315,839 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Noncontrolling Interest [Member] | Retained Earnings [Member] |
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) | ||||
Distribution to noncontrolling interest in consolidated subsidiary | (15,692) | (15,692) | |||
Issuance of common stock under rule 144 restrictions related to contemplated spin-off transaction | $ 25 | (25) | |||
Issuance of common stock under rule 144 restrictions related to contemplated spin-off transaction, 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) | ||||
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) | |||
Net loss | (18,873,758) | 407,933 | (19,281,691) | ||
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 | ||||
Stock-based compensation | 452,071 | 452,071 | |||
Restricted common stock grant | $ 35 | (35) | |||
Restricted common stock grant, shares | 35,000 | ||||
Restricted common stock forfeitures | $ (4) | 4 | |||
Restricted common stock forfeitures, shares | (3,625) | ||||
Issuance of common stock through warrant exchange agreement | |||||
Net loss | (25,463,949) | 224,598 | (25,688,547) | ||
Conversion of convertible note into common stock | 119,750 | $ 25 | 119,725 | ||
Conversion of convertible note into common stock, shares | 25,000 | ||||
Issuance due to rounding from reverse stock split | $ 24 | (24) | |||
Issuance due to rounding from reverse stock split, shares | 24,208 | ||||
Balance, at Dec. 31, 2023 | $ 11,448,395 | $ 2,801 | $ 128,441,083 | $ 673,292 | $ (117,668,781) |
Balance, shares at Dec. 31, 2023 | 2,800,754 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (25,463,949) | $ (18,873,758) |
Adjustments to reconcile net loss to net cash flows used in operating activities: | ||
Depreciation and amortization | 2,218,237 | 2,176,679 |
Gain on sale of property, plant and equipment | (212,831) | |
Stock based compensation | 452,071 | 1,282,757 |
Non-cash interest expense | 576,380 | |
Amortization of debt issuance costs | 161,893 | |
Gain on extinguishment of liabilities | (550,867) | |
Convertible debt discount amortization | 2,169,545 | |
Loss on conversion of debt | 93,386 | |
Loss on extinguishment of convertible debt | 1,019,319 | |
Loss on accrual for legal settlement | 1,792,308 | |
Provision for doubtful accounts receivable | 47,932 | (39,502) |
Provision for doubtful lease receivable | 5,000 | 140,448 |
Change in fair value of contingent consideration promissory notes and earn-out agreements | (177,909) | (516,970) |
Change in fair value of warrant derivative liability | (1,846,642) | (6,726,638) |
Gain on extinguishment of warrant derivative liabilities | (3,624,794) | |
Provision for inventory obsolescence | (947,080) | 1,574,453 |
Change in operating assets and liabilities: | ||
Accounts receivable – trade | 411,462 | 722,498 |
Accounts receivable – other (including related party) | 963,888 | (2,195,157) |
Inventories | 3,941,205 | 1,245,677 |
Prepaid expenses | 2,100,045 | 1,293,080 |
Operating lease right of use assets | 340,672 | 328,772 |
Other assets | (1,343,751) | (3,048,382) |
Increase (decrease) in: | ||
Accounts payable | 1,805,601 | 4,709,030 |
Accrued expenses | 289,957 | (112,896) |
Accrued interest - related party | 95,031 | |
Income taxes payable | (8,036) | 6,270 |
Lease deposit | 10,445 | |
Operating lease obligations | (354,652) | (328,772) |
Contract liabilities | 2,304,671 | 3,619,651 |
Net cash used in operating activities | (9,893,838) | (18,580,385) |
Cash Flows from Investing Activities: | ||
Purchases of property, plant and equipment | (94,165) | (2,068,508) |
Proceeds from sale of property, plant and equipment | 609,559 | |
Purchases of intangible assets | (146,541) | (116,990) |
Proceeds from sale of intangible assets | 18,975 | |
Cash paid for acquisition of Medical Billing Company | (1,153,627) | |
Cash paid for asset acquisition of Medical Billing Company | (230,000) | |
Net cash used in investing activities | (240,706) | (2,940,591) |
Cash Flows from Financing Activities: | ||
Repurchase and cancellation of common stock | (4,026,523) | |
Distribution to noncontrolling interest in consolidated subsidiary | (15,692) | |
Net proceeds of convertible debt with detachable warrants | 2,640,000 | |
Net proceeds of related party note payable | 2,700,000 | |
Net proceeds of revolving loan agreement – Video Solutions Segment | 4,691,745 | |
Proceeds – Commercial Extension of Credit – Entertainment Segment | 1,455,643 | |
Proceeds – Merchant Advances – Video Solutions Segment | 1,000,000 | |
Payments on convertible debt | (3,162,500) | |
Payments on Commercial Extension of Credit – Entertainment Segment | (1,367,715) | |
Payments on Merchant Advances – Video Solutions Segment | (162,000) | |
Principal payment on EIDL loan | (2,219) | |
Principal payment on contingent consideration promissory notes | (412,460) | (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 | 7,380,494 | (6,954,617) |
Net decrease in cash, cash equivalents and restricted cash | (2,754,050) | (28,475,593) |
Cash, cash equivalents and restricted cash, beginning of year | 3,532,199 | 32,007,792 |
Cash, cash equivalents, and restricted cash, end of year | 778,149 | 3,532,199 |
Supplemental disclosures of cash flow information: | ||
Cash payments for interest | 88,631 | 49,070 |
Cash payments for income taxes | 1,606 | 8,730 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Restricted common stock grant | 35 | 61 |
Restricted common stock forfeitures | 4 | 3 |
Issuance of contingent consideration earn-out agreement for business acquisitions | 750,000 | |
Issuance of contingent consideration promissory note for asset acquisitions | 105,000 | |
Assets acquired in business acquisitions | 190,631 | |
Goodwill acquired in business acquisitions | 2,100,000 | |
Liabilities assumed in business acquisitions | 387,005 | |
ROU and lease liability recorded on extension of lease | 611,702 | 42,403 |
Common stock issued due to rounding from reverse stock split | 24 | |
Conversion of convertible notes payable into common stock | 119,750 | |
Issuance of common stock through warrant exchange agreement | 4,495,500 | |
Debt discount on convertible note | $ 3,000,000 |
Insider Trading Arrangements
Insider Trading Arrangements | 12 Months Ended |
Dec. 31, 2023 | |
Insider Trading Arrangements [Line Items] | |
Rule 10b51 Arrangement Adopted | false |
Non-Rule 10b51 Arrangement Adopted | false |
Rule 10b51 Arrangement Terminated | false |
Non-Rule 10b51 Arrangement Terminated | false |
NATURE OF BUSINESS AND SUMMARY
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
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 Predecessor Common Stock 0.001 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 (“Digital Ally Healthcare”), TicketSmarter, Inc. (“TicketSmarter”), Worldwide Reinsurance, Ltd., Digital Connect, Inc., BirdVu Jets, Inc., Kustom 440, Inc. (“Kustom 440”), Kustom Entertainment, 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 Business Combination In June 2023, the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Clover Leaf Capital Corp., a Delaware corporation (Nasdaq: CLOE) (“Clover Leaf”), CL Merger Sub, Inc., a Nevada corporation and a wholly owned subsidiary of Clover Leaf (“Merger Sub”), Yntegra Capital Investments LLC, a Delaware limited liability company, in the capacity as the representative from and after the Effective Time (as defined in the Merger Agreement) for the stockholders of Clover Leaf in accordance with the terms and conditions of the Merger Agreement, and Kustom Entertainment, Inc., a Nevada corporation, a wholly owned subsidiary of the Company, with a focus and mission to own and produce events, festivals, and entertainment alongside its evolving primary and secondary ticketing technologies (“Kustom”). Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein upon the consummation of the transactions contemplated by the Merger Agreement (the “Closing”), Merger Sub will merge with and into Kustom, with Kustom continuing as the surviving corporation in the Merger and a wholly owned subsidiary of Clover Leaf. Upon the Closing which is subject to the approval of Clover Leaf’s shareholders and the satisfaction or waiver of certain other customary closing conditions, the common stock of the combined company is expected to be listed on the Nasdaq under a mutually agreed new ticker symbol that reflects the name “Kustom Entertainment”. 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, and Kustom Entertainment, Inc. in 2023 to serve as the participant in the Business Combination. 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, 2023, the Company recognized revenue of $2.6 million related to its contract liabilities. 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. Total contract liabilities consist of the following: SCHEDULE OF CONTRACT LIABILITIES December 31, 2023 December 31, 2022 Additions/Reclass Recognized Revenue December 31, 2023 Contract liabilities, current $ 2,154,874 $ 2,538,187 $ 1,755,893 $ 2,937,168 Contract liabilities, non-current 5,818,082 2,328,994 806,617 7,340,459 $ 7,972,956 $ 4,867,181 $ 2,562,510 $ 10,277,627 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 Sales returns and allowances aggregated $ 117,713 118,026 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, allowances for doubtful accounts and other receivables, 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, 2023 and 2022: SCHEDULE OF SHORT TERM INVESTMENTS December 31, 2023 Adjusted Realized Realized Fair Value Demand deposits $ 545,207 $ — $ — $ 545,207 Short-term investments with original maturities of 90 days or less (Level 1): Money market funds 135,342 — — 135,342 $ 680,549 $ — $ — $ 680,549 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 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 29,700 2,495,189 Restricted Cash Restricted cash of $ 97,600 0 The following table provides a reconciliation of cash and cash equivalents in the consolidated balance sheets to cash, cash equivalents and restricted cash in the consolidated statements of cash flows: SCHEDULE OF RECONCILIATION OF CASH AND CASH EQUIVALENTS December 31, December 31, Cash and cash equivalents $ 680,549 $ 3,532,199 Long-term restricted cash included in other assets 97,600 — Total cash, cash equivalents and restricted cash in the statements of cash flows $ 778,149 $ 3,532,199 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, 2023 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 and intangibles related to acquisitions. 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, 2023. 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, offices and warehouse space at December 31, 2023 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 $ 51,061 70,749 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 $ 5,773,965 7,668,641 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, 2023, the Company’s tax returns filed for 2020, 2021 and 2022 and to be filed for 2023 are subject to examination by the relevant taxing authorities. With a few exceptions, as of December 31, 2023, the Company is no longer subject to Federal, state, or local examinations by tax authorities for taxable years prior to 2020. 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 2023 and 2022. 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 Comp |
CONCENTRATION OF CREDIT RISK AN
CONCENTRATION OF CREDIT RISK AND MAJOR CUSTOMERS | 12 Months Ended |
Dec. 31, 2023 | |
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 $ 200,668 as of December 31, 2023 and 152,736 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 29,700 2,495,189 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, 2023 | |
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, 2023 and 2022: SCHEDULE OF ALLOWANCE FOR DOUBTFUL ACCOUNTS December 31, 2023 December 31, 2022 Beginning balance $ 152,736 $ 113,234 Provision for bad debts 84,446 126,018 Charge-offs to allowance, net of recoveries (36,514 ) (86,516 ) Ending balance $ 200,668 $ 152,736 |
OTHER RECEIVABLES
OTHER RECEIVABLES | 12 Months Ended |
Dec. 31, 2023 | |
Other Receivables | |
OTHER RECEIVABLES | NOTE 4. OTHER RECEIVABLES Other receivables were the following at December 31, 2023 and December 31, 2022: SCHEDULE OF OTHER RECEIVABLES December 31, December 31, Notes receivable $ 150,154 $ 1,598,340 Lease receivable, net 2,940,261 2,339,799 Other 17,219 138,383 Total other receivables $ 3,107,634 $ 4,076,522 Notes receivable decreased by over $ 1.4 3,000,000 2,849,846 150,154 0.6 5,000 0 |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 5. INVENTORIES Inventories consisted of the following at December 31, 2023 and 2022: SCHEDULE OF INVENTORIES December 31, December 31, Raw material and component parts– video solutions segment $ 3,044,653 $ 4,509,165 Work-in-process– video solutions segment 20,396 3,164 Finished goods – video solutions segment 4,623,489 6,846,091 Finished goods – entertainment segment 699,204 970,527 Subtotal 8,387,742 12,328,947 Reserve for excess and obsolete inventory– video solutions segment (4,355,666 ) (5,230,261 ) Reserve for excess and obsolete inventory – entertainment segment (186,795 ) (259,280 ) Total inventories $ 3,845,281 $ 6,839,406 Finished goods inventory includes units held by potential customers and sales agents for test and evaluation purposes. The cost of such units totaled $ 42,797 171,071 |
PREPAID EXPENSES
PREPAID EXPENSES | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid Expenses | |
PREPAID EXPENSES | NOTE 6. PREPAID EXPENSES Prepaid expenses were the following at December 31, 2023 and 2022: SCHEDULE OF PREPAID EXPENSE December 31, December 31, Prepaid inventory $ 5,318,939 $ 6,110,321 Prepaid advertising 612,292 1,931,628 Other 435,137 424,464 Total prepaid expenses $ 6,366,368 $ 8,466,413 Prepaid expenses decreased by approximately $ 2.1 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 and 2022: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT Estimated December 31, December 31, Building 25 $ 4,537,037 $ 4,537,037 Land Infinite 739,734 739,734 Office furniture, fixtures, equipment, and aircraft 3 20 2,065,092 2,048,169 Warehouse and production equipment 3 7 29,055 51,302 Demonstration and tradeshow equipment 3 7 87,987 72,341 Building improvements 5 7 1,328,654 1,334,374 Total cost 8,787,559 8,782,957 Less: accumulated depreciation and amortization (1,503,857 ) (884,271 ) Net property, plant and equipment $ 7,283,702 $ 7,898,686 Depreciation and amortization of property, plant and equipment aggregated $ 711,103 614,121 89,562 no 549,104 212,831 |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 and 2022: SCHEDULE OF INTANGIBLE ASSETS December 31, 2023 December 31, 2022 Gross Accumulated Net Gross Accumulated Net Amortized intangible assets: Licenses (video solutions segment) $ 225,545 $ 89,887 $ 135,658 $ 211,183 $ 80,378 $ 130,805 Patents and trademarks (video solutions segment) 483,521 266,403 217,118 472,077 305,021 167,056 Sponsorship agreement network (entertainment segment) 5,600,000 2,613,333 2,986,667 5,600,000 1,493,333 4,106,667 SEO content (entertainment segment) 600,000 350,000 250,000 600,000 200,000 400,000 Personal seat licenses (entertainment 180,081 14,004 166,077 180,081 8,001 172,080 Website enhancements (entertainment segment) 13,500 — 13,500 — — — Client agreements (revenue cycle management segments) 999,034 226,768 772,266 999,034 126,864 872,170 8,101,681 3,560,395 4,541,286 8,062,375 2,213,597 5,848,778 Indefinite life intangible assets: Goodwill (entertainment and revenue cycle management segments) 11,367,514 — 11,367,514 11,367,514 — 11,367,514 Trade name (entertainment segment) 600,000 — 600,000 600,000 — 600,000 Patents and trademarks pending 1,622 — 1,622 56,678 — 56,678 Total $ 20,070,817 $ 3,560,395 $ 16,510,422 $ 20,086,567 $ 2,213,597 $ 17,872,970 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, 2023 and 2022 was $ 1,507,134 1,562,558 SCHEDULE OF ESTIMATED AMORTIZATION FOR INTANGIBLE ASSETS Year ending 2024 $ 1,502,013 2025 1,409,517 2026 904,979 2027 112,965 2028 and thereafter 611,810 Total $ 4,541,284 |
OTHER ASSETS
OTHER ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER ASSETS | NOTE 9. OTHER ASSETS Other assets were the following at December 31, 2023 and December 31, 2022: SCHEDULE OF OTHER ASSETS December 31, December 31, Lease receivable $ 6,095,050 $ 4,700,923 Sponsorship network — 116,828 Restricted Cash 97,600 — Other 404,382 337,930 Total other assets $ 6,597,032 $ 5,155,681 |
DEBT OBLIGATIONS
DEBT OBLIGATIONS | 12 Months Ended |
Dec. 31, 2023 | |
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) $ 147,781 $ 150,000 Contingent consideration promissory note – Nobility Healthcare Division Acquisition 129,651 388,955 Contingent consideration promissory note – Nobility Healthcare Division Acquisition 58,819 176,456 Contingent consideration promissory note – Nobility Healthcare Division Acquisition — 208,083 Contingent consideration promissory note – Nobility Healthcare Division Acquisition — 4,346 Revolving Loan Agreement 4,880,000 — Commercial Extension of Credit- Entertainment Segment 87,928 — Merchant Advances 1,350,000 — Unamortized debt issuance costs (540,429 ) — Debt obligations 6,113,750 927,840 Less: current maturities of debt obligations 1,260,513 485,373 Debt obligations, long-term $ 4,853,237 $ 442,467 Debt obligations mature as follows as of December 31, 2023: SCHEDULE OF MATURITY OF DEBT OBLIGATIONS December 31, 2024 $ 1,260,513 2025 4,712,154 2026 3,542 2027 3,677 2028 and thereafter 133,864 Total $ 6,113,750 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 The Company made principal payments of $ 2,219 0 5,606 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 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 $ 350,000 232,134 58,819 117,637 0 27,139 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 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 $ 650,000 552,256 129,651 259,303 0 31,907 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-and-a-half-year 3.00 3,500,000 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 $ 750,000 153,769 0 208,083 32,936 175,146 421,085 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 0 4,347 1,584 2,763 100,654 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 0 2023 Commercial Extension of Credit On February 23, 2023, the Company’s Entertainment segment entered into an extension of credit in the form of a loan to use in marketing and operating its business in accordance with the Private Label Agreement previously entered into with the Lender. The Lender agreed to extend, subject to the conditions hereof, and Borrower agreed to take, a Loan for Principal Sum of $ 1,000,000 Lender shall retain 25 The 25% withholding of the Borrower’s applicable remittance shall be deemed a “Payment” under the terms of this Note, and Payments shall continue until the earlier of (i) repayment of the Principal Sum, accrued Interest, and a fee of $35,000.00 or (ii) expiration of the Private Label Agreement on December 31, 2023. During the year ended December 31, 2023, the Entertainment segment drew an additional $ 455,643 1,000,000 1,367,715 87,928 Convertible Note On April 5, 2023, the Company entered into and consummated the initial closing (the “First Closing”) of the transactions contemplated by a Securities Purchase Agreement, dated as of April 5, 2023 (the “Purchase Agreement”), between the Company and certain investors (the “Purchasers”). At the First Closing, the Company issued and sold to the Purchasers Senior Secured Convertible Notes in the aggregate original principal amount of $ 3,000,000 10 2,700,000 1,125,000 375,000 5.50 0.001 375,000 6.50 375,000 7.50 Subject to certain conditions, within 18 months from the effectiveness date and while the Notes remain outstanding, the Purchasers have the right to require the Company to consummate a second closing of up to an additional $ 3,000,000 The Notes are convertible into shares of Common Stock at the election of the Purchasers at any time at a fixed conversion price of $ 5.00 110 The Notes rank senior to all outstanding and future indebtedness of the Company and its subsidiaries, and are secured by substantially all of the Company’s assets, as evidenced by (i) a security agreement entered into at the Closing, (ii) a trademark security agreement entered into at the Closing, (iii) a patent security agreement entered into at the Closing, (iv) a guaranty executed by all direct and indirect subsidiaries of the Company pursuant to which each of them has agreed to guaranty the obligations of the Company under the Notes, and (v) a mortgage on the Company’s headquarters building in favor of the Purchasers. Also at the Closing, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Purchasers. Pursuant to the terms of the Registration Rights Agreement, the Company has agreed to prepare and file with the SEC within the 10th business day following the First Closing (the “Filing Date”) a registration statement covering the resale of the shares of Common Stock issuable upon conversion of the Notes and exercise of the Warrants, and to use its best efforts to cause such Registration Statement to be declared effective under the Securities Act of 1933, as amended (the “Securities Act”), as promptly as possible, but in any event no later than 45 days following the Filing Date (the “Effectiveness Date”). If the Registration Statement is not filed by the Filing Date or is not declared effective by the Effectiveness Date, or under certain other circumstances described in the Registration Rights Agreement, then the Company shall be obligated to pay, as partial liquidated damages, to each Purchaser an amount in cash equal to 2 10 The Company recognized the full warrant derivative value, with the remaining amount being allocated to the debt obligation. As the warrant derivative value exceeded the net proceeds from the issuance, the excess amount is recognized as a loss on the date of the issue date. Thus, the Company recorded a loss of $ 576,380 SCHEDULE OF WARRANT TO PURCHASE COMMON STOCK GRANTED Terms at Volatility - range 106.0 % Risk-free rate 3.36 % Dividend 0 % Remaining contractual term 5.0 Exercise price $ 5.50 7.50 Common stock issuable under the warrants 1,125,000 On June 2, 2023, the Purchasers elected to convert $ 125,000 5.00 25,000 119,750 93,386 On October 26, 2023, the Company entered into a Revolving Loan Agreement of which a portion of the net proceeds were used to repay the principal amount of the Convertible debt. The Company made an aggregate payment of $ 3,162,500 2,169,545 731,819 1,019,319 Revolving Loan Agreement On October 26, 2023, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) by and between the Company, Digital Ally Healthcare, Inc., a Nevada corporation and wholly-owned subsidiary of the Company (“Digital Ally Healthcare” and, together with the Company, the “Borrower”), and Kompass Kapital Funding, LLC, a Kansas limited liability company (“Kompass”). In connection with the Loan Agreement, on October 26, 2023, the Company entered into a Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (the “Mortgage”) by and between the Company, as grantor, and Kompass, as grantee, and issued a Revolving Note (the “Revolving Note”) to Kompass. The gross proceeds to the Company are $ 4,880,000 3,162,500 Pursuant to the Loan Agreement, Kompass agreed to make revolving loans (the “Revolving Loans”) available to the Borrower as the Borrower may from time to time request until, but not including, October 26, 2025, and in such amounts as the Borrower may from time to time request, provided, however, that the aggregate principal balance of the Revolving Loans outstanding at any time shall not exceed the lesser of $ 4,880,000.00 97,600 Pursuant to the Loan Agreement, the Company issued the Revolving Note to Kompass whereby the Company and Digital Ally Healthcare jointly and severally promise to pay to the order of Kompass the lesser of (i) $4,880,000.00, or (ii) the aggregate principal amount of all Revolving Loans outstanding under and pursuant to the Loan Agreement at the maturity or maturities and in the amount or amounts stated on the records of Kompass, together with interest (computed on the actual number of days elapsed on the basis of a 360 day year) at a floating per annum rate equal to the greater of (i) the Prime Rate plus four percent or (ii) eight percent, on the aggregate principal amount of all Revolving Loans outstanding from time to time as provided in the Loan Agreement. The Company entered into the Mortgage to secure its obligations under the Loan Agreement. The property mortgaged under the Mortgage consists of the Mortgaged Property. The Mortgage contains customary covenants, representations and warranties by the Company. In addition, the Company recorded debt issuance costs of $ 188,255 16,997 0 Merchant Cash Advances In November 2023, the Company obtained a short-term merchant advance, which totaled $ 1,050,000 , from a single lender to fund operations. These advances included origination fees totaling $ 50,000 for net proceeds of $ 1,000,000 . The advance is, for the most part, is secured by expected future sales transactions of the Company with expected payments on a weekly basis. The Company will repay an aggregate of $ 1,512,000 to the lender. During 2023, the Company made repayments totaling $ 162,000 and $ 1,350,000 remained outstanding, which is expected to be repaid in 2024. During the year ended December 2023 the Company amortized $ 142,829 0 |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 and 2022. SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS December 31, 2023 Level 1 Level 2 Level 3 Total Liabilities: Warrant derivative liabilities $ — $ — $ 1,369,738 $ 1,369,738 Contingent consideration promissory notes and contingent consideration earn-out agreement — — 188,470 188,470 $ — $ — $ 1,558,208 $ 1,558,208 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 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, 2022 $ 777,840 $ — Issuance of warrant derivative liabilities — 3,216,380 Change in fair value of warrant derivative liabilities — (1,846,642 ) Principal payments on contingent consideration promissory notes – Revenue Cycle Management Acquisitions (411,460 ) — Change in fair value of contingent consideration promissory notes - Revenue Cycle Management Acquisitions (177,910 ) — Balance, December 31, 2023 $ 188,470 $ 1,369,738 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | NOTE 12. ACCRUED EXPENSES Accrued expenses consisted of the following at December 31, 2023 and 2022: SCHEDULE OF ACCRUED EXPENSES December 31, December 31, Accrued warranty expense $ 17,699 $ 15,694 Accrued litigation costs 2,040,292 247,984 Accrued sales commissions 87,421 55,000 Accrued payroll and related fringes 367,826 504,020 Accrued sales returns and allowances 117,713 118,026 Accrued taxes 150,981 46,408 Accrued interest - related party 95,031 — Customer deposits 219,462 — Other 172,905 103,835 Total accrued expenses $ 3,269,330 $ 1,090,967 Accrued warranty expense was comprised of the following for the years ended December 31, 2023 and 2022: SCHEDULE OF ACCRUED WARRANTY EXPENSE 2023 2022 Beginning balance $ 15,694 $ 13,742 Provision for warranty expense 63,980 71,734 Charges applied to warranty reserve (61,975 ) (69,782 ) Ending balance $ 17,699 $ 15,694 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 13. INCOME TAXES The components of income tax provision (benefit) for the years ended December 31, 2023, and 2022 are as follows: SCHEDULE OF COMPONENTS OF INCOME TAX PROVISION (BENEFIT) 2023 2022 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, 2023, and 2022 to the Company’s effective tax rate is as follows: SCHEDULE OF RECONCILIATION OF INCOME TAX (PROVISION) BENEFIT 2023 2022 U.S. Statutory tax rate 21.0 % 21.0 % State taxes, net of Federal benefit 6.0 % 6.0 % Stock based compensation 4.3 % (1.5 )% Change in valuation reserve on deferred tax assets (28.8 )% (91.2 )% Termination of warrant derivative liabilities — % 57.0 % Contingent consideration for acquisition (3.0 )% 4.1 % Extinguishment of convertible debt 3.2 % — % Other, net (2.7 )% 4.6 % Income tax (provision) benefit — % — % The effective tax rate for the years ended December 31, 2023, and 2022 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, 2023 and 2022 are as follows: SCHEDULE OF SIGNIFICANT COMPONENTS OF DEFERRED TAX ASSETS (LIABILITIES) 2023 2022 Deferred tax assets: Stock-based compensation $ 305,000 $ 510,000 Start-up costs 110,000 110,000 Inventory reserves 1,120,000 1,355,000 Uniform capitalization of inventory costs 115,000 70,000 Allowance for doubtful accounts receivable 50,000 40,000 Property, plant and equipment depreciation 230,000 290,000 Deferred revenue 2,535,000 1,965,000 Accrued litigation reserve 500,000 60,000 Accrued expenses 35,000 50,000 Net operating loss carryforward 35,365,000 27,940,000 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 95,000 Total deferred tax assets 42,485,000 34,510,000 Valuation reserve (41,610,000 ) (34,200,000 ) Total deferred tax assets 875,000 310,000 Deferred tax liabilities: Warrant derivative liabilities (455,000 ) — Intangible assets (265,000 ) (165,000 Domestic international sales company (155,000 ) (145,000 ) Total deferred tax liabilities (875,000 ) (310,000 ) Net deferred tax assets (liability) $ — $ — The valuation allowance on deferred tax assets totaled $ 41,610,000 34,200,000 The Company incurred operating losses in 2023 and 2022 and it continues to be in a three-year cumulative loss position at December 31, 2023 and 2022. 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 $ 7,870,000 As of December 31, 2023, the Company had available approximately $ 140,940,000 91,352,000 1,794,000 expire between 2024 and 2040 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 2024 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, 2023, and 2022 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 2019 and all prior tax years. |
OPERATING LEASE
OPERATING LEASE | 12 Months Ended |
Dec. 31, 2023 | |
Operating Lease | |
OPERATING LEASE | NOTE 14. OPERATING LEASE 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 The Company entered into an operating lease with a third party in October 2023 for copiers used for office and warehouse purposes. The terms of the lease include 48 1,786 forty-six months 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 thirty-six 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 2,774 seven 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 was renewed in April 2023 with favorable terms and payments ranging from $ 7,436 8,877 termination date in March 2030 seventy-five 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 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 seventeen 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 $ 534,830 The weighted-average remaining lease term related to the Company’s lease liabilities as of December 31, 2023 and December 31, 2022 was 4.5 3.3 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, 2023: SCHEDULE OF OPERATING LEASES RIGHT OF USE ASSETS AND LIABILITIES Assets: Operating lease right of use assets $ 1,053,159 Liabilities: Operating lease obligations-current portion 279,538 Operating lease obligations-less current portion 827,836 Total operating lease obligations $ 1,107,374 Following are the minimum lease payments for each year and in total. SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS Year ending December 31: 2024 $ 358,424 2025 311,849 2026 293,300 2027 117,492 Thereafter 235,020 Total undiscounted minimum future lease payments 1,316,085 Imputed interest (208,711 ) Total operating lease liability $ 1,107,374 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
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. As of December 31, 2023, we are able to estimate a range of reasonably possible loss related to the Culp McCauley case, our estimate of the aggregate reasonably possible loss (in excess of any accrued amounts) was approximately $ 1.8 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. General 401 (k) Plan. The plan, as amended, requires it to provide 100 50 207,463 223,084 100 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2023 | |
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 $ 452,071 1,282,757 As of December 31, 2023, 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 no 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, 2023 and 2022 is reflected in the following table: SUMMARY OF STOCK OPTIONS OUTSTANDING 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 Options Number of Weighted Outstanding at January 1, 2023 53,950 $ 45.80 Granted — — Exercised — — Forfeited (350 ) (83.20 ) Outstanding at December 31, 2023 53,600 $ 45.55 Exercisable at December 31, 2023 53,600 $ 45.55 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, 2023 and 2022 was $- 0 22,768 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, 2023 and 2022: SCHEDULE OF FAIR VALUE OF STOCK OPTIONS ASSUMPTION 2023 2022 Assumptions Assumptions Volatility – range — 111.67 % Risk-free rate — 1.81 % Expected term — 10.0 Exercise price — $ 19.60 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, 2023 and 2022. At December 31, 2023 and 2022, 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, 2023: 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 6.6 37,000 6.6 $ 50.00 69.99 15,100 4.5 15,100 4.5 $ 70.00 89.99 1,500 2.4 1,500 2.4 53,600 5.9 53,600 5.9 Restricted stock grants. A summary of all restricted stock activity under the equity compensation plans for the years ended December 31, 2023 and 2022 is as follows: SUMMARY OF RESTRICTED STOCK ACTIVITY 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 Number of Weighted Nonvested balance, January 1, 2023 79,125 $ 21.73 Granted 35,000 5.00 Vested (56,625 ) (21.29 ) Forfeited (3,625 ) (22.41 ) Nonvested balance, December 31, 2023 53,875 $ 11.27 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, 2023, there was $ 140,573 The nonvested balance of restricted stock vests as follows: SCHEDULE OF NON-VESTED BALANCE OF RESTRICTED STOCK Years ended Number of 2024 27,750 2025 19,000 2026 4,125 2027 2,000 2028 1,000 |
COMMON STOCK PURCHASE WARRANTS
COMMON STOCK PURCHASE WARRANTS | 12 Months Ended |
Dec. 31, 2023 | |
Common Stock Purchase Warrants | |
COMMON STOCK PURCHASE WARRANTS | NOTE 17. COMMON STOCK PURCHASE WARRANTS 2021 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 nine months from their respective issue date and allow the holders to purchase up to 1,148,286 5.50 52.00 The warrants expire from July 31, 2023 through April 5, 2028 and under certain circumstances allow for cashless exercise. 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 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 SCHEDULE OF WARRANT MODIFICATION 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 2023 Purchase Warrants On April 5, 2023, the Company issued warrants to purchase a total of 1,125,000 The Company has utilized the following assumptions in its Black-Scholes option valuation model to calculate the estimated fair value of the warrant derivative liabilities as of their date of issuance and as of December 31, 2023: Issuance date assumptions December 31, 2023 assumptions Volatility - range 106.0 % $ 105.4 % Risk-free rate 3.36 % 3.84 % Dividend 0 % 0 % Remaining contractual term 5.0 4.3 Exercise price 5.50 7.50 5.50 7.50 Common stock issuable under the warrants 1,125,000 1,125,000 The following table summarizes information about shares issuable under warrants outstanding during the years ended December 31, 2023 and 2022: SUMMARY OF WARRANT ACTIVITY Warrants Weighted Vested Balance, January 1, 2022 1,300,430 $ 64.80 Granted — — Exercised — — Cancelled (1,232,971 ) (65.08 ) Vested Balance, December 31, 2022 67,459 $ 60.26 Warrants Weighted Vested Balance, January 1, 2023 67,459 $ 60.26 Granted 1,125,000 6.50 Exercised — — Forfeited/cancelled (67,459 ) (60.26 ) Vested Balance, December 31, 2023 1,125,000 $ 6.50 The total intrinsic value of all outstanding warrants aggregated $- 0 51.2 3.9 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, 2023: SUMMARY OF RANGE OF EXERCISE PRICES AND WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE OF WARRANTS Outstanding and exercisable warrants Exercise Number of Weighted average $ 5.50 375,000 4.3 $ 6.50 375,000 4.3 $ 7.50 375,000 4.3 1,125,000 4.3 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 18 - STOCKHOLDERS’ EQUITY 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, 2023, the Company cancelled 3,625 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 5 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 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 273,042 $ 22.00 273,042 $ 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 273,042 6,001,602 2023 Issuance of Restricted Common Stock On January 10, 2023, the board of directors approved the grant of 22,500 Such shares will generally vest over a period of one to five years on their respective anniversary dates in January through January 2028, provided that each grantee remains an officer or employee on such dates. 12,500 one two 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 As a result of the Reverse Stock Split, no fractional shares of new common stock will be issued in connection with the Reverse Stock Split, all of which shares of new common stock shall be rounded up to the nearest whole number of such shares. Therefore, the Company issued 24,206 Noncontrolling Interests The Company owns a 51 49 224,598 407,933 Conversion of Convertible Note During the year ended December 31, 2023, pursuant to the Convertible Note, the Purchasers elected to convert $ 125,000 5.00 25,000 119,750 Cancellation of Common Stock During the year ended December 31, 2023, the Company cancelled 3,625 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
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 0 0 15,692 The Company also accrued reimbursable expenses payable to Nobility, LLC totaling $ 619,301 265,241 49,014 36,502 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. Transactions with Related Party of TicketSmarter On September 22, 2023, a trust, the beneficiaries of which are TicketSmarter’s Chief Executive Officer and his spouse, contributed cash in the amount of $ 2,325,000 375,000 13.25 2,700,000 95,031 |
NET LOSS PER SHARE
NET LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NOTE 20. NET LOSS PER SHARE The calculation of the weighted average number of shares outstanding and loss per share outstanding for the years ended December 31, 2023 and 2022 are as follows: SCHEDULE OF WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING AND LOSS PER SHARE OUTSTANDING 2023 2022 Year ended December 31, 2023 2022 Numerator for basic and diluted loss per share – Net loss attributable to common stockholders $ (25,688,547 ) $ (21,666,691 ) Denominator for basic loss per share – weighted average shares outstanding 2,784,894 2,548,549 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 2,784,894 2,548,549 Net loss per share: Basic $ (9.22 ) $ (8.50 ) Diluted $ (9.22 ) $ (8.50 ) Basic 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, 2023 and 2022, 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 loss per share. |
DIGITAL ALLY HEALTHCARE VENTURE
DIGITAL ALLY HEALTHCARE VENTURE | 12 Months Ended |
Dec. 31, 2023 | |
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 Description Preliminary Final 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 Tangible assets acquired $ 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 77,158 77,158 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 $ 114,270 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 ASSETS ACQUIRED AND THEIR ESTIMATED USEFUL LIVES Cost Amortization through Estimated Identifiable intangible assets: Client agreements $ 206,955 $ 48,290 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 $ 64,208 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, 2023 | |
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 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 (5,128,964 ) (5,128,964 ) 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 ACQUIRED Cost Amortization through Estimated Identifiable intangible assets: Trademarks $ 600,000 $ — indefinite Sponsorship agreement network 5,600,000 2,613,333 5 Search engine optimization/content 600,000 350,000 4 $ 6,800,000 $ 2,963,333 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, 2023. 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, 2023 | |
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 years ended December 31, 2023, and 2022: SCHEDULE OF SEGMENT REPORTING 2023 2022 Years Ended December 31, 2023 2022 Net Revenues: Video Solutions $ 7,471,285 $ 8,252,288 Revenue Cycle Management 6,713,678 7,886,107 Entertainment 14,063,381 20,871,500 Total Net Revenues $ 28,248,344 $ 37,009,895 Gross Profit (loss): Video Solutions $ 1,290,509 $ (1,250,277 ) Revenue Cycle Management 2,772,271 3,303,477 Entertainment 1,699,704 268,741 Total Gross Profit $ 5,762,484 $ 2,321,941 Operating Income (loss): Video Solutions $ (7,135,584 ) $ (9,278,721 ) Revenue Cycle Management 292,543 357,705 Entertainment (3,646,770 ) (7,369,241 ) Corporate (11,750,742 ) (13,443,001 ) Total Operating Income (Loss) $ (22,240,553 ) $ (29,733,258 ) Depreciation and Amortization: Video Solutions $ 836,699 $ 769,228 Revenue Cycle Management 104,352 128,082 Entertainment 1,277,186 1,279,369 Total Depreciation and Amortization $ 2,218,237 $ 2,176,679 Assets (net of eliminations): Video Solutions $ 26,396,559 $ 28,509,706 Revenue Cycle Management 2,260,376 2,201,570 Entertainment 6,324,211 11,190,491 Corporate 12,047,663 14,766,295 Total Identifiable Assets $ 47,028,809 $ 56,668,062 The segments recorded noncash items affecting 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 $ 4,355,666 5,230,261 186,795 259,280 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, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | Note 24. SUBSEQUENT EVENTS 2023 Issuance of Restricted Common Stock On January 31, 2024, the Compensation Committee of the Board of Directors (the “Committee”) awarded Stanton E. Ross 20,000 15,000 3,000 Resignation of Michael J. Caulfield On January 31, 2024, Michael J. Caulfield notified the Board of Directors (the “Board”) of Digital Ally, Inc. (the “Company”) that he resigns as a director of the Board, effective immediately. Country Stampede Acquisition On March 1, 2024, Kustom 440, entered into an Asset Purchase Agreement (the “Acquisition Agreement”) with JC Entertainment, LLC, a Kansas limited liability company (“JC Entertainment”). Pursuant to the Acquisition Agreement, Kustom 440 acquired certain assets associated with a music entertainment event (“Country Stampede”), including all intellectual property arising out of and relating to Country Stampede (“Country Stampede Intellectual Property”) and certain contracts in which JC Entertainment is a party to host and operate the 2024 Country Stampede (the “Assumed Contracts”, and together with the Country Stampede Intellectual Property, the “Purchased Assets”). Senior Secured Promissory Note On March 1, 2024, the Company entered into a Note Purchase Agreement (the “Note Agreement”), by and between the Company, Kustom Entertainment (together with the Company, the “Borrowers”), and Mosh Man, LLC, a New Jersey limited liability company (the “Purchaser”), pursuant to which the Borrowers issued to the Purchaser a Senior Secured Promissory Note (the “Note”) with a principal amount of $ 1,425,000 . In connection with the Agreement, the Borrowers entered into a Security Agreement (the “Security Agreement”) by and between the Borrowers, as grantor, and the Purchaser, as grantee. The gross proceeds to the Company are $ 1,000,000 , before paying customary fees and expenses. Pursuant to the Note, the Borrowers shall repay the Note, in full, on the earlier of (i) November 1, 2024, and (ii) the consummation of the merger between Kustom Entertainment and Clover Leaf pursuant to the Merger Agreement among the Company, Kustom Entertainment, Clover Leaf Capital Corp., Yntegra Capital Investments LLC and CL Merger Sub, dated as of June 1, 2023. The Borrowers shall pay in arrears in cash an amount equal to 50% of revenues from all ticket sales generated by Kustom Entertainment, up nine thousand tickets sold, and thereafter equal to 10% of all revenues from all ticket sales until the earlier of the date on which the Note is repaid in full or the Maturity Date. The Note bears interest at a rate of 1.58% per month. The Borrowers have the right, but not the obligation, under the Note to prepay the Note, upon written notice to the Purchaser, by payment in full of the entire outstanding principal balance plus interest. Upon a change of control of either Borrower or a sale or all or substantially all of either Borrower’s assets, the Purchaser may require the Borrowers to repay the Note, upon written notice to the Borrowers, by payment in full of the entire outstanding principal balance plus interest. In addition, upon the receipt of proceeds from any financing or extraordinary receipts, the Borrowers are required to repay the Note as follows: (A) if the aggregate proceeds of all such financings and extraordinary receipts are less than $ 3,000,000 , the Borrowers shall prepay an amount equaling to 50% of the outstanding principal of the Note, and (B) if the aggregate proceeds of all such financings and extraordinary receipts are equal to or greater than $ 3,000,000 , the Borrowers shall prepay the Note in full. Pursuant to the Security Agreement, the Borrowers’ obligations under the Note and Agreement are secured by substantially all of the assets of the Borrowers, other than any real property. Notice of Failure to Satisfy a Continued Listing Rule On March 14, 2024, the Nasdaq Listing Qualifications staff notified Digital Ally, Inc. (the “Company”), that due to resignation of Mr. Michael J. Caulfield from the Company’s board of directors (the “Board”) effective on January 31, 2024, the Company no longer complies with the audit committee and compensation committee requirements as set forth in Listing Rule 5605 of The Nasdaq Stock Market LLC (“Nasdaq”), including the requirements that there are at least three independent directors on the Company’s audit committee and at least two independent directors on the Company’s compensation committee. The notification has no immediate effect on the Company’s listing on the Nasdaq Capital Market. In accordance with Nasdaq Listing Rules, the Company is provided a cure period until the earlier of the Company’s next annual shareholders’ meeting (or July 29, 2024 if the next shareholders’ meeting will be held before July 29, 2024) or January 31, 2025 (the “Cure Period”). If the Company does not regain compliance by within the Cure Period, Nasdaq will provide written notice that the Company’s common stock, par value $ 0.001 The management of the Company has resolved to take commercially reasonable steps to fill the vacancy on the Board with a new director who qualifies as independent under the Nasdaq Listing Rules as soon as is practical and anticipates regaining compliance during the Cure Period. However, there can be no assurance that the Company will be able to satisfy Nasdaq Listing Rule 5605 or will otherwise be in compliance with other Nasdaq listing criteria. Business Combination In February 2024, Kustom Entertainment and Clover Leaf announced the filing of Amendment No. 2 to a Registration Statement on Form S-4 by Clover Leaf with the SEC on February 5, 2024, relating to the previously announced proposed Business Combination. |
NATURE OF BUSINESS AND SUMMAR_2
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
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, and Kustom Entertainment, Inc. in 2023 to serve as the participant in the Business Combination. |
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, 2023, the Company recognized revenue of $2.6 million related to its contract liabilities. 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. Total contract liabilities consist of the following: SCHEDULE OF CONTRACT LIABILITIES December 31, 2023 December 31, 2022 Additions/Reclass Recognized Revenue December 31, 2023 Contract liabilities, current $ 2,154,874 $ 2,538,187 $ 1,755,893 $ 2,937,168 Contract liabilities, non-current 5,818,082 2,328,994 806,617 7,340,459 $ 7,972,956 $ 4,867,181 $ 2,562,510 $ 10,277,627 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 Sales returns and allowances aggregated $ 117,713 118,026 |
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, allowances for doubtful accounts and other receivables, 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, 2023 and 2022: SCHEDULE OF SHORT TERM INVESTMENTS December 31, 2023 Adjusted Realized Realized Fair Value Demand deposits $ 545,207 $ — $ — $ 545,207 Short-term investments with original maturities of 90 days or less (Level 1): Money market funds 135,342 — — 135,342 $ 680,549 $ — $ — $ 680,549 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 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 29,700 2,495,189 |
Restricted Cash | Restricted Cash Restricted cash of $ 97,600 0 The following table provides a reconciliation of cash and cash equivalents in the consolidated balance sheets to cash, cash equivalents and restricted cash in the consolidated statements of cash flows: SCHEDULE OF RECONCILIATION OF CASH AND CASH EQUIVALENTS December 31, December 31, Cash and cash equivalents $ 680,549 $ 3,532,199 Long-term restricted cash included in other assets 97,600 — Total cash, cash equivalents and restricted cash in the statements of cash flows $ 778,149 $ 3,532,199 |
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, 2023 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 and intangibles related to acquisitions. 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, 2023. 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, offices and warehouse space at December 31, 2023 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 $ 51,061 70,749 |
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 $ 5,773,965 7,668,641 |
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, 2023, the Company’s tax returns filed for 2020, 2021 and 2022 and to be filed for 2023 are subject to examination by the relevant taxing authorities. With a few exceptions, as of December 31, 2023, the Company is no longer subject to Federal, state, or local examinations by tax authorities for taxable years prior to 2020. |
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 2023 and 2022. |
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 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 2,849,846 150,154 December 31, 2023 |
New Accounting Standards | New Accounting Standards In November 2023, the FASB issued Accounting Standards Update No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance is to be applied retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures. In December 2023, the FASB issued Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. We are currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures. |
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, 2023 and December 31, 2022 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 $ 22.2 29.7 117.7 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 $ 10.3 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 2024 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. In that regard, the Company, entered into an Agreement and Plan of Merger with Clover Leaf Capital Corp., with a focus and mission to own and produce events, festivals, and entertainment alongside its evolving primary and secondary ticketing technologies. Pursuant to the Merger Agreement, the entertainment segment will become a separate publicly traded Company while the video and revenue cycle management segments will be retained by Digital Ally, Inc. 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, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SCHEDULE OF CONTRACT LIABILITIES | SCHEDULE OF CONTRACT LIABILITIES December 31, 2023 December 31, 2022 Additions/Reclass Recognized Revenue December 31, 2023 Contract liabilities, current $ 2,154,874 $ 2,538,187 $ 1,755,893 $ 2,937,168 Contract liabilities, non-current 5,818,082 2,328,994 806,617 7,340,459 $ 7,972,956 $ 4,867,181 $ 2,562,510 $ 10,277,627 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 |
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, 2023 and 2022: SCHEDULE OF SHORT TERM INVESTMENTS December 31, 2023 Adjusted Realized Realized Fair Value Demand deposits $ 545,207 $ — $ — $ 545,207 Short-term investments with original maturities of 90 days or less (Level 1): Money market funds 135,342 — — 135,342 $ 680,549 $ — $ — $ 680,549 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 |
SCHEDULE OF RECONCILIATION OF CASH AND CASH EQUIVALENTS | The following table provides a reconciliation of cash and cash equivalents in the consolidated balance sheets to cash, cash equivalents and restricted cash in the consolidated statements of cash flows: SCHEDULE OF RECONCILIATION OF CASH AND CASH EQUIVALENTS December 31, December 31, Cash and cash equivalents $ 680,549 $ 3,532,199 Long-term restricted cash included in other assets 97,600 — Total cash, cash equivalents and restricted cash in the statements of cash flows $ 778,149 $ 3,532,199 |
ACCOUNTS RECEIVABLE _ ALLOWAN_2
ACCOUNTS RECEIVABLE – ALLOWANCE FOR DOUBTFUL ACCOUNTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 and 2022: SCHEDULE OF ALLOWANCE FOR DOUBTFUL ACCOUNTS December 31, 2023 December 31, 2022 Beginning balance $ 152,736 $ 113,234 Provision for bad debts 84,446 126,018 Charge-offs to allowance, net of recoveries (36,514 ) (86,516 ) Ending balance $ 200,668 $ 152,736 |
OTHER RECEIVABLES (Tables)
OTHER RECEIVABLES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Receivables | |
SCHEDULE OF OTHER RECEIVABLES | Other receivables were the following at December 31, 2023 and December 31, 2022: SCHEDULE OF OTHER RECEIVABLES December 31, December 31, Notes receivable $ 150,154 $ 1,598,340 Lease receivable, net 2,940,261 2,339,799 Other 17,219 138,383 Total other receivables $ 3,107,634 $ 4,076,522 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORIES | Inventories consisted of the following at December 31, 2023 and 2022: SCHEDULE OF INVENTORIES December 31, December 31, Raw material and component parts– video solutions segment $ 3,044,653 $ 4,509,165 Work-in-process– video solutions segment 20,396 3,164 Finished goods – video solutions segment 4,623,489 6,846,091 Finished goods – entertainment segment 699,204 970,527 Subtotal 8,387,742 12,328,947 Reserve for excess and obsolete inventory– video solutions segment (4,355,666 ) (5,230,261 ) Reserve for excess and obsolete inventory – entertainment segment (186,795 ) (259,280 ) Total inventories $ 3,845,281 $ 6,839,406 |
PREPAID EXPENSES (Tables)
PREPAID EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid Expenses | |
SCHEDULE OF PREPAID EXPENSE | Prepaid expenses were the following at December 31, 2023 and 2022: SCHEDULE OF PREPAID EXPENSE December 31, December 31, Prepaid inventory $ 5,318,939 $ 6,110,321 Prepaid advertising 612,292 1,931,628 Other 435,137 424,464 Total prepaid expenses $ 6,366,368 $ 8,466,413 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT | Property, plant and equipment consisted of the following at December 31, 2023 and 2022: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT Estimated December 31, December 31, Building 25 $ 4,537,037 $ 4,537,037 Land Infinite 739,734 739,734 Office furniture, fixtures, equipment, and aircraft 3 20 2,065,092 2,048,169 Warehouse and production equipment 3 7 29,055 51,302 Demonstration and tradeshow equipment 3 7 87,987 72,341 Building improvements 5 7 1,328,654 1,334,374 Total cost 8,787,559 8,782,957 Less: accumulated depreciation and amortization (1,503,857 ) (884,271 ) Net property, plant and equipment $ 7,283,702 $ 7,898,686 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSETS | Intangible assets consisted of the following at December 31, 2023 and 2022: SCHEDULE OF INTANGIBLE ASSETS December 31, 2023 December 31, 2022 Gross Accumulated Net Gross Accumulated Net Amortized intangible assets: Licenses (video solutions segment) $ 225,545 $ 89,887 $ 135,658 $ 211,183 $ 80,378 $ 130,805 Patents and trademarks (video solutions segment) 483,521 266,403 217,118 472,077 305,021 167,056 Sponsorship agreement network (entertainment segment) 5,600,000 2,613,333 2,986,667 5,600,000 1,493,333 4,106,667 SEO content (entertainment segment) 600,000 350,000 250,000 600,000 200,000 400,000 Personal seat licenses (entertainment 180,081 14,004 166,077 180,081 8,001 172,080 Website enhancements (entertainment segment) 13,500 — 13,500 — — — Client agreements (revenue cycle management segments) 999,034 226,768 772,266 999,034 126,864 872,170 8,101,681 3,560,395 4,541,286 8,062,375 2,213,597 5,848,778 Indefinite life intangible assets: Goodwill (entertainment and revenue cycle management segments) 11,367,514 — 11,367,514 11,367,514 — 11,367,514 Trade name (entertainment segment) 600,000 — 600,000 600,000 — 600,000 Patents and trademarks pending 1,622 — 1,622 56,678 — 56,678 Total $ 20,070,817 $ 3,560,395 $ 16,510,422 $ 20,086,567 $ 2,213,597 $ 17,872,970 |
SCHEDULE OF ESTIMATED AMORTIZATION FOR INTANGIBLE ASSETS | SCHEDULE OF ESTIMATED AMORTIZATION FOR INTANGIBLE ASSETS Year ending 2024 $ 1,502,013 2025 1,409,517 2026 904,979 2027 112,965 2028 and thereafter 611,810 Total $ 4,541,284 |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
SCHEDULE OF OTHER ASSETS | Other assets were the following at December 31, 2023 and December 31, 2022: SCHEDULE OF OTHER ASSETS December 31, December 31, Lease receivable $ 6,095,050 $ 4,700,923 Sponsorship network — 116,828 Restricted Cash 97,600 — Other 404,382 337,930 Total other assets $ 6,597,032 $ 5,155,681 |
DEBT OBLIGATIONS (Tables)
DEBT OBLIGATIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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) $ 147,781 $ 150,000 Contingent consideration promissory note – Nobility Healthcare Division Acquisition 129,651 388,955 Contingent consideration promissory note – Nobility Healthcare Division Acquisition 58,819 176,456 Contingent consideration promissory note – Nobility Healthcare Division Acquisition — 208,083 Contingent consideration promissory note – Nobility Healthcare Division Acquisition — 4,346 Revolving Loan Agreement 4,880,000 — Commercial Extension of Credit- Entertainment Segment 87,928 — Merchant Advances 1,350,000 — Unamortized debt issuance costs (540,429 ) — Debt obligations 6,113,750 927,840 Less: current maturities of debt obligations 1,260,513 485,373 Debt obligations, long-term $ 4,853,237 $ 442,467 |
SCHEDULE OF MATURITY OF DEBT OBLIGATIONS | Debt obligations mature as follows as of December 31, 2023: SCHEDULE OF MATURITY OF DEBT OBLIGATIONS December 31, 2024 $ 1,260,513 2025 4,712,154 2026 3,542 2027 3,677 2028 and thereafter 133,864 Total $ 6,113,750 |
SCHEDULE OF WARRANT TO PURCHASE COMMON STOCK GRANTED | SCHEDULE OF WARRANT TO PURCHASE COMMON STOCK GRANTED Terms at Volatility - range 106.0 % Risk-free rate 3.36 % Dividend 0 % Remaining contractual term 5.0 Exercise price $ 5.50 7.50 Common stock issuable under the warrants 1,125,000 |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 and 2022. SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS December 31, 2023 Level 1 Level 2 Level 3 Total Liabilities: Warrant derivative liabilities $ — $ — $ 1,369,738 $ 1,369,738 Contingent consideration promissory notes and contingent consideration earn-out agreement — — 188,470 188,470 $ — $ — $ 1,558,208 $ 1,558,208 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 |
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, 2022 $ 777,840 $ — Issuance of warrant derivative liabilities — 3,216,380 Change in fair value of warrant derivative liabilities — (1,846,642 ) Principal payments on contingent consideration promissory notes – Revenue Cycle Management Acquisitions (411,460 ) — Change in fair value of contingent consideration promissory notes - Revenue Cycle Management Acquisitions (177,910 ) — Balance, December 31, 2023 $ 188,470 $ 1,369,738 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCRUED EXPENSES | Accrued expenses consisted of the following at December 31, 2023 and 2022: SCHEDULE OF ACCRUED EXPENSES December 31, December 31, Accrued warranty expense $ 17,699 $ 15,694 Accrued litigation costs 2,040,292 247,984 Accrued sales commissions 87,421 55,000 Accrued payroll and related fringes 367,826 504,020 Accrued sales returns and allowances 117,713 118,026 Accrued taxes 150,981 46,408 Accrued interest - related party 95,031 — Customer deposits 219,462 — Other 172,905 103,835 Total accrued expenses $ 3,269,330 $ 1,090,967 |
SCHEDULE OF ACCRUED WARRANTY EXPENSE | Accrued warranty expense was comprised of the following for the years ended December 31, 2023 and 2022: SCHEDULE OF ACCRUED WARRANTY EXPENSE 2023 2022 Beginning balance $ 15,694 $ 13,742 Provision for warranty expense 63,980 71,734 Charges applied to warranty reserve (61,975 ) (69,782 ) Ending balance $ 17,699 $ 15,694 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023, and 2022 are as follows: SCHEDULE OF COMPONENTS OF INCOME TAX PROVISION (BENEFIT) 2023 2022 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, 2023, and 2022 to the Company’s effective tax rate is as follows: SCHEDULE OF RECONCILIATION OF INCOME TAX (PROVISION) BENEFIT 2023 2022 U.S. Statutory tax rate 21.0 % 21.0 % State taxes, net of Federal benefit 6.0 % 6.0 % Stock based compensation 4.3 % (1.5 )% Change in valuation reserve on deferred tax assets (28.8 )% (91.2 )% Termination of warrant derivative liabilities — % 57.0 % Contingent consideration for acquisition (3.0 )% 4.1 % Extinguishment of convertible debt 3.2 % — % Other, net (2.7 )% 4.6 % 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, 2023 and 2022 are as follows: SCHEDULE OF SIGNIFICANT COMPONENTS OF DEFERRED TAX ASSETS (LIABILITIES) 2023 2022 Deferred tax assets: Stock-based compensation $ 305,000 $ 510,000 Start-up costs 110,000 110,000 Inventory reserves 1,120,000 1,355,000 Uniform capitalization of inventory costs 115,000 70,000 Allowance for doubtful accounts receivable 50,000 40,000 Property, plant and equipment depreciation 230,000 290,000 Deferred revenue 2,535,000 1,965,000 Accrued litigation reserve 500,000 60,000 Accrued expenses 35,000 50,000 Net operating loss carryforward 35,365,000 27,940,000 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 95,000 Total deferred tax assets 42,485,000 34,510,000 Valuation reserve (41,610,000 ) (34,200,000 ) Total deferred tax assets 875,000 310,000 Deferred tax liabilities: Warrant derivative liabilities (455,000 ) — Intangible assets (265,000 ) (165,000 Domestic international sales company (155,000 ) (145,000 ) Total deferred tax liabilities (875,000 ) (310,000 ) Net deferred tax assets (liability) $ — $ — |
OPERATING LEASE (Tables)
OPERATING LEASE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023: SCHEDULE OF OPERATING LEASES RIGHT OF USE ASSETS AND LIABILITIES Assets: Operating lease right of use assets $ 1,053,159 Liabilities: Operating lease obligations-current portion 279,538 Operating lease obligations-less current portion 827,836 Total operating lease obligations $ 1,107,374 |
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: 2024 $ 358,424 2025 311,849 2026 293,300 2027 117,492 Thereafter 235,020 Total undiscounted minimum future lease payments 1,316,085 Imputed interest (208,711 ) Total operating lease liability $ 1,107,374 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
SUMMARY OF STOCK OPTIONS OUTSTANDING | Activity in the various Plans during the years ended December 31, 2023 and 2022 is reflected in the following table: SUMMARY OF STOCK OPTIONS OUTSTANDING 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 Options Number of Weighted Outstanding at January 1, 2023 53,950 $ 45.80 Granted — — Exercised — — Forfeited (350 ) (83.20 ) Outstanding at December 31, 2023 53,600 $ 45.55 Exercisable at December 31, 2023 53,600 $ 45.55 |
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, 2023 and 2022: SCHEDULE OF FAIR VALUE OF STOCK OPTIONS ASSUMPTION 2023 2022 Assumptions Assumptions Volatility – range — 111.67 % Risk-free rate — 1.81 % Expected term — 10.0 Exercise price — $ 19.60 |
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, 2023: 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 6.6 37,000 6.6 $ 50.00 69.99 15,100 4.5 15,100 4.5 $ 70.00 89.99 1,500 2.4 1,500 2.4 53,600 5.9 53,600 5.9 |
SUMMARY OF RESTRICTED STOCK ACTIVITY | A summary of all restricted stock activity under the equity compensation plans for the years ended December 31, 2023 and 2022 is as follows: SUMMARY OF RESTRICTED STOCK ACTIVITY 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 Number of Weighted Nonvested balance, January 1, 2023 79,125 $ 21.73 Granted 35,000 5.00 Vested (56,625 ) (21.29 ) Forfeited (3,625 ) (22.41 ) Nonvested balance, December 31, 2023 53,875 $ 11.27 |
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 2024 27,750 2025 19,000 2026 4,125 2027 2,000 2028 1,000 |
COMMON STOCK PURCHASE WARRANTS
COMMON STOCK PURCHASE WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Common Stock Purchase Warrants | |
SCHEDULE OF WARRANT MODIFICATION | SCHEDULE OF WARRANT MODIFICATION 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 Issuance date assumptions December 31, 2023 assumptions Volatility - range 106.0 % $ 105.4 % Risk-free rate 3.36 % 3.84 % Dividend 0 % 0 % Remaining contractual term 5.0 4.3 Exercise price 5.50 7.50 5.50 7.50 Common stock issuable under the warrants 1,125,000 1,125,000 |
SUMMARY OF WARRANT ACTIVITY | The following table summarizes information about shares issuable under warrants outstanding during the years ended December 31, 2023 and 2022: SUMMARY OF WARRANT ACTIVITY Warrants Weighted Vested Balance, January 1, 2022 1,300,430 $ 64.80 Granted — — Exercised — — Cancelled (1,232,971 ) (65.08 ) Vested Balance, December 31, 2022 67,459 $ 60.26 Warrants Weighted Vested Balance, January 1, 2023 67,459 $ 60.26 Granted 1,125,000 6.50 Exercised — — Forfeited/cancelled (67,459 ) (60.26 ) Vested Balance, December 31, 2023 1,125,000 $ 6.50 |
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, 2023: SUMMARY OF RANGE OF EXERCISE PRICES AND WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE OF WARRANTS Outstanding and exercisable warrants Exercise Number of Weighted average $ 5.50 375,000 4.3 $ 6.50 375,000 4.3 $ 7.50 375,000 4.3 1,125,000 4.3 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
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 273,042 $ 22.00 273,042 $ 3,998,398 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 and 2022 are as follows: SCHEDULE OF WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING AND LOSS PER SHARE OUTSTANDING 2023 2022 Year ended December 31, 2023 2022 Numerator for basic and diluted loss per share – Net loss attributable to common stockholders $ (25,688,547 ) $ (21,666,691 ) Denominator for basic loss per share – weighted average shares outstanding 2,784,894 2,548,549 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 2,784,894 2,548,549 Net loss per share: Basic $ (9.22 ) $ (8.50 ) Diluted $ (9.22 ) $ (8.50 ) |
DIGITAL ALLY HEALTHCARE VENTU_2
DIGITAL ALLY HEALTHCARE VENTURE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 Description Preliminary Final 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 Tangible assets acquired $ 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 77,158 77,158 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 $ 114,270 10 |
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 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 |
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 $ 206,955 $ 48,290 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 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 ASSETS ACQUIRED AND THEIR ESTIMATED USEFUL LIVES Cost Amortization through Estimated Identifiable intangible assets: Client agreements $ 335,000 $ 64,208 10 |
TICKETSMARTER ACQUISITION (Tabl
TICKETSMARTER ACQUISITION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
SCHEDULE OF ESTIMATED FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED ACQUISITION | SCHEDULE OF 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 (5,128,964 ) (5,128,964 ) 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 |
SCHEDULE OF COMPONENTS OF IDENTIFIABLE INTANGIBLE ASSETS ACCRUED ACQUIRED | 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 ACQUIRED Cost Amortization through Estimated Identifiable intangible assets: Trademarks $ 600,000 $ — indefinite Sponsorship agreement network 5,600,000 2,613,333 5 Search engine optimization/content 600,000 350,000 4 $ 6,800,000 $ 2,963,333 |
SEGMENT DATA (Tables)
SEGMENT DATA (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
SCHEDULE OF SEGMENT REPORTING | Summarized financial information for the Company’s reportable business segments is provided for the years ended December 31, 2023, and 2022: SCHEDULE OF SEGMENT REPORTING 2023 2022 Years Ended December 31, 2023 2022 Net Revenues: Video Solutions $ 7,471,285 $ 8,252,288 Revenue Cycle Management 6,713,678 7,886,107 Entertainment 14,063,381 20,871,500 Total Net Revenues $ 28,248,344 $ 37,009,895 Gross Profit (loss): Video Solutions $ 1,290,509 $ (1,250,277 ) Revenue Cycle Management 2,772,271 3,303,477 Entertainment 1,699,704 268,741 Total Gross Profit $ 5,762,484 $ 2,321,941 Operating Income (loss): Video Solutions $ (7,135,584 ) $ (9,278,721 ) Revenue Cycle Management 292,543 357,705 Entertainment (3,646,770 ) (7,369,241 ) Corporate (11,750,742 ) (13,443,001 ) Total Operating Income (Loss) $ (22,240,553 ) $ (29,733,258 ) Depreciation and Amortization: Video Solutions $ 836,699 $ 769,228 Revenue Cycle Management 104,352 128,082 Entertainment 1,277,186 1,279,369 Total Depreciation and Amortization $ 2,218,237 $ 2,176,679 Assets (net of eliminations): Video Solutions $ 26,396,559 $ 28,509,706 Revenue Cycle Management 2,260,376 2,201,570 Entertainment 6,324,211 11,190,491 Corporate 12,047,663 14,766,295 Total Identifiable Assets $ 47,028,809 $ 56,668,062 |
SCHEDULE OF CONTRACT LIABILITIE
SCHEDULE OF CONTRACT LIABILITIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Contract liabilities, current, beginning | $ 2,154,874 | $ 1,665,519 |
Contract liabilities, current, additions | 2,538,187 | 1,478,479 |
Contract liabilities, current, revenue recognized | 1,755,893 | 989,124 |
Contract liabilities, current, ending | 2,937,168 | 2,154,874 |
Contract liabilities, non-current, beginning | 5,818,082 | 2,687,786 |
Contract liabilities, non-current, additions | 2,328,994 | 4,560,600 |
Contract liabilities, non-current, revenue recognized | 806,617 | 1,430,304 |
Contract liabilities, non-current, ending | 7,340,459 | 5,818,082 |
Contract liabilities, ending | 7,972,956 | 4,353,305 |
Contract liabilities, additions | 4,867,181 | 6,039,079 |
Contract liabilities, revenue recognized | 2,562,510 | 2,419,428 |
Contract liabilities, ending | $ 10,277,627 | $ 7,972,956 |
SCHEDULE OF SHORT TERM INVESTME
SCHEDULE OF SHORT TERM INVESTMENTS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Adjusted cost | $ 680,549 | $ 3,532,199 |
Realized gains | ||
Realized Losses | ||
Fair value | 680,549 | 3,532,199 |
Cash [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Adjusted cost | 545,207 | 897,745 |
Realized gains | ||
Realized Losses | ||
Fair value | 545,207 | 897,745 |
Money Market Funds [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Adjusted cost | 135,342 | 2,634,454 |
Realized gains | ||
Realized Losses | ||
Fair value | $ 135,342 | $ 2,634,454 |
SCHEDULE OF RECONCILIATION OF C
SCHEDULE OF RECONCILIATION OF CASH AND CASH EQUIVALENTS (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Cash and cash equivalents | $ 680,549 | $ 3,532,199 | |
Long-term restricted cash included in other assets | 97,600 | ||
Total cash, cash equivalents and restricted cash in the statements of cash flows | $ 778,149 | $ 3,532,199 | $ 32,007,792 |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 02, 2023 | Aug. 23, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||
Reverse stock split | 1-for-20 reverse stock split | |||||
Sales return and allowances | $ 117,713 | $ 118,026 | ||||
Cash, FDIC insured amount | 250,000 | |||||
Uninsured balance | 29,700 | 2,495,189 | ||||
Restricted cash | 97,600 | |||||
Advertising expense | $ 5,773,965 | $ 7,668,641 | ||||
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 | 147,781 | 150,000 | $ 125,000 | |||
Principal payment | 2,849,846 | |||||
Remaining balance | $ 150,154 | 1,598,340 | ||||
Maturity date | Dec. 31, 2023 | |||||
Operating losses | $ 22,240,553 | 29,733,258 | ||||
Accumulated deficit | 117,668,781 | 91,980,234 | ||||
Underwritten of initial public offering | $ 66,600,000 | |||||
Deferred revenue | 10,300,000 | |||||
Shipping and Handling [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Shipping and handling costs | 51,061 | $ 70,749 | ||||
Merger Agreement [Member] | Predecessor Common Stock [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Common stock, par value | $ 0.001 | |||||
Merger Agreement [Member] | Registrant Common Stock [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Common stock, par value | $ 0.001 | |||||
Co Marketing Agreement [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Principal amount | $ 3,000,000 |
CONCENTRATION OF CREDIT RISK _2
CONCENTRATION OF CREDIT RISK AND MAJOR CUSTOMERS (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Concentration Risk [Line Items] | |||
Allowance for doubtful accounts | $ 200,668 | $ 152,736 | $ 113,234 |
Cash FDIC insured amount | 250,000 | ||
Uninsured balance amount | $ 29,700 | $ 2,495,189 | |
No Individual Distributor [Member] | Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 10% | ||
No One 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, 2023 | Dec. 31, 2022 | |
Receivables [Abstract] | ||
Beginning balance | $ 152,736 | $ 113,234 |
Provision for bad debts | 84,446 | 126,018 |
Charge-offs to allowance, net of recoveries | (36,514) | (86,516) |
Ending balance | $ 200,668 | $ 152,736 |
SCHEDULE OF OTHER RECEIVABLES (
SCHEDULE OF OTHER RECEIVABLES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Other Receivables | ||
Notes receivable | $ 150,154 | $ 1,598,340 |
Lease receivable, net | 2,940,261 | 2,339,799 |
Other | 17,219 | 138,383 |
Total other receivables | $ 3,107,634 | $ 4,076,522 |
OTHER RECEIVABLES (Details Narr
OTHER RECEIVABLES (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Jun. 02, 2023 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Notes receivables increased | $ 1,400,000 | $ 1,400,000 | |
Principal amount | 147,781 | $ 125,000 | 150,000 |
Principal payment | 2,849,846 | ||
Remaining balance | 150,154 | 1,598,340 | |
Notes receivables increased | 600,000 | ||
Allowance for Credit Loss, Receivable, Other, Current | 5,000 | $ 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, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw material and component parts– video solutions segment | $ 3,044,653 | $ 4,509,165 |
Work-in-process– video solutions segment | 20,396 | 3,164 |
Finished goods – video solutions segment | 4,623,489 | 6,846,091 |
Finished goods – entertainment segment | 699,204 | 970,527 |
Subtotal | 8,387,742 | 12,328,947 |
Reserve for excess and obsolete inventory– video solutions segment | (4,355,666) | (5,230,261) |
Reserve for excess and obsolete inventory – entertainment segment | (186,795) | (259,280) |
Total inventories | $ 3,845,281 | $ 6,839,406 |
INVENTORIES (Details Narrative)
INVENTORIES (Details Narrative) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Inventory cost | $ 42,797 | $ 171,071 |
SCHEDULE OF PREPAID EXPENSE (De
SCHEDULE OF PREPAID EXPENSE (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Prepaid Expenses | ||
Prepaid inventory | $ 5,318,939 | $ 6,110,321 |
Prepaid advertising | 612,292 | 1,931,628 |
Other | 435,137 | 424,464 |
Total prepaid expenses | $ 6,366,368 | $ 8,466,413 |
PREPAID EXPENSES (Details Narra
PREPAID EXPENSES (Details Narrative) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Prepaid Expenses | |
Increase decrease in prepaid expenses | $ 2.1 |
SCHEDULE OF PROPERTY, PLANT AND
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Building | $ 4,537,037 | $ 4,537,037 |
Land | $ 739,734 | 739,734 |
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] | Land [Member] | |
Office furniture, fixtures, equipment, and aircraft | $ 2,065,092 | 2,048,169 |
Warehouse and production equipment | 29,055 | 51,302 |
Demonstration and tradeshow equipment | 87,987 | 72,341 |
Building improvements | 1,328,654 | 1,334,374 |
Total cost | 8,787,559 | 8,782,957 |
Less: accumulated depreciation and amortization | (1,503,857) | (884,271) |
Net property, plant and equipment | $ 7,283,702 | $ 7,898,686 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 25 years | |
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 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 711,103 | $ 614,121 |
Retired fixed assets | 89,562 | 549,104 |
Gain on sale of assets | $ 0 | $ 212,831 |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross value | $ 20,070,817 | $ 20,086,567 |
Accumulated amortization | 3,560,395 | 2,213,597 |
Net carrying value | 16,510,422 | 17,872,970 |
Amortized Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross value | 8,101,681 | 8,062,375 |
Accumulated amortization | 3,560,395 | 2,213,597 |
Net carrying value | 4,541,286 | 5,848,778 |
Amortized Intangible Assets [Member] | Licenses [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross value | 225,545 | 211,183 |
Accumulated amortization | 89,887 | 80,378 |
Net carrying value | 135,658 | 130,805 |
Amortized Intangible Assets [Member] | Patents and Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross value | 483,521 | 472,077 |
Accumulated amortization | 266,403 | 305,021 |
Net carrying value | 217,118 | 167,056 |
Amortized Intangible Assets [Member] | Sponsorship Agreement Network [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross value | 5,600,000 | 5,600,000 |
Accumulated amortization | 2,613,333 | 1,493,333 |
Net carrying value | 2,986,667 | 4,106,667 |
Amortized Intangible Assets [Member] | SEO Content [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross value | 600,000 | 600,000 |
Accumulated amortization | 350,000 | 200,000 |
Net carrying value | 250,000 | 400,000 |
Amortized Intangible Assets [Member] | Personal Seat Licenses (Entertainment Segment) [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross value | 180,081 | 180,081 |
Accumulated amortization | 14,004 | 8,001 |
Net carrying value | 166,077 | 172,080 |
Amortized Intangible Assets [Member] | Client agreements (revenue cycle management segments) [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross value | 13,500 | |
Accumulated amortization | ||
Net carrying value | 13,500 | |
Amortized Intangible Assets [Member] | Client Agreement Revenue Cycle [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross value | 999,034 | 999,034 |
Accumulated amortization | 226,768 | 126,864 |
Net carrying value | 772,266 | 872,170 |
Unamortized Intangible Assets [Member] | Goodwill [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross value | 11,367,514 | 11,367,514 |
Accumulated amortization | ||
Net carrying value | 11,367,514 | 11,367,514 |
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 | 1,622 | 56,678 |
Accumulated amortization | ||
Net carrying value | $ 1,622 | $ 56,678 |
SCHEDULE OF ESTIMATED AMORTIZAT
SCHEDULE OF ESTIMATED AMORTIZATION FOR INTANGIBLE ASSETS (Details) | Dec. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 | $ 1,502,013 |
2025 | 1,409,517 |
2026 | 904,979 |
2027 | 112,965 |
2028 and thereafter | 611,810 |
Total | $ 4,541,284 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 1,507,134 | $ 1,562,558 |
SCHEDULE OF OTHER ASSETS (Detai
SCHEDULE OF OTHER ASSETS (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Lease receivable | $ 6,095,050 | $ 4,700,923 |
Sponsorship network | 116,828 | |
Restricted Cash | 97,600 | |
Other | 404,382 | 337,930 |
Total other assets | $ 6,597,032 | $ 5,155,681 |
SUMMARY OF DEBT OBLIGATIONS (De
SUMMARY OF DEBT OBLIGATIONS (Details) - USD ($) | Dec. 31, 2023 | Jun. 02, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | |||
Economic injury disaster loan (EIDL) | $ 147,781 | $ 125,000 | $ 150,000 |
Contingent consideration promissory note – Nobility Healthcare Division Acquisition | 129,651 | 388,955 | |
Contingent consideration promissory note – Nobility Healthcare Division Acquisition | 58,819 | 176,456 | |
Contingent consideration promissory note – Nobility Healthcare Division Acquisition | 208,083 | ||
Contingent consideration promissory note – Nobility Healthcare Division Acquisition | 4,346 | ||
Revolving Loan Agreement | 4,880,000 | ||
Commercial Extension of Credit- Entertainment Segment | 87,928 | ||
Merchant Advances | 1,350,000 | ||
Unamortized debt issuance costs | (540,429) | ||
Debt obligations | 6,113,750 | 927,840 | |
Less: current maturities of debt obligations | 1,260,513 | 485,373 | |
Debt obligations, long-term | $ 4,853,237 | $ 442,467 |
SCHEDULE OF MATURITY OF DEBT OB
SCHEDULE OF MATURITY OF DEBT OBLIGATIONS (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
2024 | $ 1,260,513 | |
2025 | 4,712,154 | |
2026 | 3,542 | |
2027 | 3,677 | |
2028 and thereafter | 133,864 | |
Debt obligations | $ 6,113,750 | $ 927,840 |
SCHEDULE OF WARRANT TO PURCHASE
SCHEDULE OF WARRANT TO PURCHASE COMMON STOCK GRANTED (Details) - $ / shares | 12 Months Ended | ||
Apr. 05, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||
Volatility - range | 111.67% | ||
Risk-free rate | 1.81% | ||
Remaining contractual term | 0 years | 10 years | |
Exercise price | $ 19.60 | ||
Warrant [Member] | |||
Debt Instrument [Line Items] | |||
Volatility - range | 106% | ||
Risk-free rate | 3.36% | ||
Dividend | 0% | ||
Remaining contractual term | 5 years | ||
Common stock issuable under the warrants | 1,125,000 | 1,125,000 | |
Warrant [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Exercise price | $ 5.50 | ||
Warrant [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Exercise price | $ 7.50 |
DEBT OBLIGATIONS (Details Narra
DEBT OBLIGATIONS (Details Narrative) - USD ($) | 12 Months Ended | ||||||||||||
Nov. 30, 2023 | Oct. 26, 2023 | Jun. 02, 2023 | Apr. 05, 2023 | Feb. 23, 2023 | Feb. 01, 2022 | Jan. 02, 2022 | Sep. 01, 2021 | Aug. 31, 2021 | Jun. 30, 2021 | May 12, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||||||||||||
Face value | $ 125,000 | $ 147,781 | $ 150,000 | ||||||||||
Earnout funds | 90% | ||||||||||||
Stock consideration percentage | 10% | ||||||||||||
Earnings before interest | 70% | ||||||||||||
Percentage of projected earning before interest | 100% | ||||||||||||
Drew additional capital | 4,691,745 | ||||||||||||
Repayments of debt | 1,367,715 | ||||||||||||
Principal loan through remittances | 87,928 | ||||||||||||
Principal amount | 750,000 | ||||||||||||
Proceeds from convertible debt | $ 2,640,000 | ||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||||||||
Issuance of warrant derivative liabilities | $ 576,380 | ||||||||||||
Shares issued price per share | $ 22 | ||||||||||||
Conversion of convertible securities | $ 119,750 | ||||||||||||
Loss on conversion of convertibleNote | $ 93,386 | 93,386 | |||||||||||
Loss on extinguishment of debt | 1,019,319 | ||||||||||||
Debt issuance costs | 188,255 | ||||||||||||
Merchant Cash Advances [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Amortization of debt discount | 142,829 | 0 | |||||||||||
Short-term merchant advance | $ 1,050,000 | ||||||||||||
Origination fees total | 50,000 | ||||||||||||
Net proceeds of origination fees | 1,000,000 | ||||||||||||
Short-term debt | $ 1,512,000 | ||||||||||||
Repayments of short-term debt | 162,000 | ||||||||||||
Outstanding, expected to be repaid | 1,350,000 | ||||||||||||
Revolving Loan Agreement [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Proceeds from secured convertible debt | $ 4,880,000 | ||||||||||||
Proceeds from secured convertible debt | 3,162,500 | ||||||||||||
Principal amount outstanding of loans | 4,880,000 | ||||||||||||
Debt instrument, repaid, principal | $ 97,600 | ||||||||||||
Loan agreement description | the Company issued the Revolving Note to Kompass whereby the Company and Digital Ally Healthcare jointly and severally promise to pay to the order of Kompass the lesser of (i) $4,880,000.00, or (ii) the aggregate principal amount of all Revolving Loans outstanding under and pursuant to the Loan Agreement at the maturity or maturities and in the amount or amounts stated on the records of Kompass, together with interest (computed on the actual number of days elapsed on the basis of a 360 day year) at a floating per annum rate equal to the greater of (i) the Prime Rate plus four percent or (ii) eight percent, on the aggregate principal amount of all Revolving Loans outstanding from time to time as provided in the Loan Agreement. | ||||||||||||
Amortization of debt discount | $ 16,997 | 0 | |||||||||||
Registration Rights Agreement [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Contractual interest rate | 10% | ||||||||||||
Purchaser percentage | 2% | ||||||||||||
Revolving Loan Agreement [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument aggregate payment | $ 3,162,500 | ||||||||||||
Amortization of debt issuance costs | $ 2,169,545 | ||||||||||||
Convertible notes | $ 731,819 | ||||||||||||
Warrant [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate shares exercisable | 1,125,000 | ||||||||||||
Comprised shares | 1,125,000 | 1,125,000 | |||||||||||
Warrant One [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Comprised shares | 375,000 | ||||||||||||
Warrant exercise price | $ 5.50 | ||||||||||||
Common stock, par value | $ 0.001 | ||||||||||||
Warrant Two [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Comprised shares | 375,000 | ||||||||||||
Warrant exercise price | $ 6.50 | ||||||||||||
Warrant Three [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Comprised shares | 375,000 | ||||||||||||
Warrant exercise price | $ 7.50 | ||||||||||||
Common Stock [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Common stock, convertible, conversion price, increase | $ 5 | ||||||||||||
Debt instrument, redemption price, percentage | 110% | ||||||||||||
Shares issued price per share | $ 5 | ||||||||||||
Conversion of convertible securities, shares | 25,000 | 25,000 | |||||||||||
Conversion of convertible securities | $ 119,750 | $ 25 | |||||||||||
2020 Small Business Administration Notes [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Proceeds from loans | $ 150,000 | ||||||||||||
Face value | $ 150,000 | 2,219 | 0 | ||||||||||
Contractual interest rate | 3.75% | ||||||||||||
Periodic payment | $ 731 | ||||||||||||
Interest expense | 5,606 | ||||||||||||
June Contingent Payment Note [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Face value | $ 350,000 | ||||||||||||
Contractual interest rate | 3% | ||||||||||||
Periodic payment | $ 232,134 | ||||||||||||
Projected revenue | 975,000 | ||||||||||||
Fair value | $ 350,000 | 58,819 | 117,637 | ||||||||||
Debt securities | 0 | 27,139 | |||||||||||
August Contingent Payment Note [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Face value | $ 650,000 | ||||||||||||
Contractual interest rate | 3% | ||||||||||||
Periodic payment | $ 552,256 | ||||||||||||
Projected revenue | 3,000,000 | ||||||||||||
Fair value | $ 650,000 | 129,651 | |||||||||||
Debt securities | 0 | 31,907 | |||||||||||
Increase in estimated fair value | 259,303 | ||||||||||||
January Contingent Payment Note [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Face value | $ 750,000 | ||||||||||||
Contractual interest rate | 3% | ||||||||||||
Periodic payment | $ 153,769 | ||||||||||||
Projected revenue | 3,500,000 | ||||||||||||
Fair value | $ 750,000 | 0 | |||||||||||
Debt securities | 175,146 | 421,085 | |||||||||||
Debt instrument | 2 years 6 months | ||||||||||||
Decrease in estimated fair value of debt | 32,936 | 208,083 | |||||||||||
February Contingent Payment Note [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Face value | $ 105,000 | ||||||||||||
Contractual interest rate | 3% | ||||||||||||
Projected revenue | $ 440,000 | ||||||||||||
Fair value | $ 105,000 | 0 | |||||||||||
Debt instrument | 3 years | ||||||||||||
Decrease in estimated fair value of debt | 1,584 | 4,347 | |||||||||||
Gain on fair value of debt | 2,763 | 100,654 | |||||||||||
Contingent Consideration Earn Out Agreement [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Face value | $ 4,244,400 | ||||||||||||
Projected revenue | 2,896,829 | ||||||||||||
Fair value | $ 3,700,000 | ||||||||||||
Debt securities | 0 | $ 0 | |||||||||||
Twenty Twenty Three Commercial Extension Of Credit [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Line of credit | $ 1,000,000 | ||||||||||||
Borrower percentage | 25% | ||||||||||||
Credit facility description | The 25% withholding of the Borrower’s applicable remittance shall be deemed a “Payment” under the terms of this Note, and Payments shall continue until the earlier of (i) repayment of the Principal Sum, accrued Interest, and a fee of $35,000.00 or (ii) expiration of the Private Label Agreement on December 31, 2023. | ||||||||||||
Drew additional capital | 455,643 | ||||||||||||
Twenty Twenty Three Commercial Extension Of Credit [Member] | Maximum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Face value | $ 1,000,000 | ||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Contractual interest rate | 10% | ||||||||||||
Principal amount | $ 3,000,000 | ||||||||||||
Proceeds from convertible debt | 2,700,000 | ||||||||||||
Principal amount | $ 3,000,000 |
SCHEDULE OF FINANCIAL ASSETS AN
SCHEDULE OF FINANCIAL ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | $ 1,558,208 | $ 777,840 |
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 | 188,470 | 777,840 |
Warrant Derivative Liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, fair value | 1,369,738 | |
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 | 1,558,208 | 777,840 |
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 | 188,470 | 777,840 |
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 | $ 1,369,738 |
SCHEDULE OF FAIR VALUE MEASUREM
SCHEDULE OF FAIR VALUE MEASUREMENTS CHANGE IN LEVEL 3 INPUTS (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Short-Term Debt [Line Items] | |
Beginning balance | $ 777,840 |
Issuance of warrant derivative liabilities | (576,380) |
Ending balance | 1,558,208 |
Contingent Consideration Promissory Note [Member] | |
Short-Term Debt [Line Items] | |
Beginning balance | 777,840 |
Issuance of warrant derivative liabilities | |
Change in fair value of warrant derivative liabilities | |
Principal payments on contingent consideration promissory notes - Revenue Cycle Management Acquisitions | (411,460) |
Change in fair value of contingent consideration promissory notes - Revenue Cycle Management Acquisitions | (177,910) |
Ending balance | 188,470 |
Warrant Derivative Liabilities [Member] | |
Short-Term Debt [Line Items] | |
Beginning balance | |
Issuance of warrant derivative liabilities | 3,216,380 |
Change in fair value of warrant derivative liabilities | (1,846,642) |
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 | $ 1,369,738 |
SCHEDULE OF ACCRUED EXPENSES (D
SCHEDULE OF ACCRUED EXPENSES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued warranty expense | $ 17,699 | $ 15,694 |
Accrued litigation costs | 2,040,292 | 247,984 |
Accrued sales commissions | 87,421 | 55,000 |
Accrued payroll and related fringes | 367,826 | 504,020 |
Accrued sales returns and allowances | 117,713 | 118,026 |
Accrued taxes | 150,981 | 46,408 |
Accrued interest - related party | 95,031 | |
Customer deposits | 219,462 | |
Other | 172,905 | 103,835 |
Total accrued expenses | $ 3,269,330 | $ 1,090,967 |
SCHEDULE OF ACCRUED WARRANTY EX
SCHEDULE OF ACCRUED WARRANTY EXPENSE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Payables and Accruals [Abstract] | ||
Beginning balance | $ 15,694 | $ 13,742 |
Provision for warranty expense | 63,980 | 71,734 |
Charges applied to warranty reserve | (61,975) | (69,782) |
Ending balance | $ 17,699 | $ 15,694 |
SCHEDULE OF COMPONENTS OF INCOM
SCHEDULE OF COMPONENTS OF INCOME TAX PROVISION (BENEFIT) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal | ||
State | ||
Total current taxes | ||
Deferred tax provision (benefit) | ||
Income tax provision (benefit) |
SCHEDULE OF RECONCILIATION OF I
SCHEDULE OF RECONCILIATION OF INCOME TAX (PROVISION) BENEFIT (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
U.S. Statutory tax rate | 21% | 21% |
State taxes, net of Federal benefit | 6% | 6% |
Stock based compensation | 4.30% | (1.50%) |
Change in valuation reserve on deferred tax assets | (28.80%) | (91.20%) |
Termination of warrant derivative liabilities | 57% | |
Contingent consideration for acquisition | (3.00%) | 4.10% |
Extinguishment of convertible debt | 3.20% | |
Other, net | (2.70%) | 4.60% |
Income tax (provision) benefit |
SCHEDULE OF SIGNIFICANT COMPONE
SCHEDULE OF SIGNIFICANT COMPONENTS OF DEFERRED TAX ASSETS (LIABILITIES) (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Stock-based compensation | $ 305,000 | $ 510,000 |
Start-up costs | 110,000 | 110,000 |
Inventory reserves | 1,120,000 | 1,355,000 |
Uniform capitalization of inventory costs | 115,000 | 70,000 |
Allowance for doubtful accounts receivable | 50,000 | 40,000 |
Property, plant and equipment depreciation | 230,000 | 290,000 |
Deferred revenue | 2,535,000 | 1,965,000 |
Accrued litigation reserve | 500,000 | 60,000 |
Accrued expenses | 35,000 | 50,000 |
Net operating loss carryforward | 35,365,000 | 27,940,000 |
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 | 95,000 |
Total deferred tax assets | 42,485,000 | 34,510,000 |
Valuation reserve | (41,610,000) | (34,200,000) |
Total deferred tax assets | 875,000 | 310,000 |
Warrant derivative liabilities | (455,000) | |
Intangible assets | (265,000) | (165,000) |
Domestic international sales company | (155,000) | (145,000) |
Total deferred tax liabilities | (875,000) | (310,000) |
Net deferred tax assets (liability) |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | |||
Statutory rate valuation allowances | 100% | ||
Deferred tax assets valuation allowance | $ 41,610,000 | $ 34,200,000 | |
Decrease in valuation allowance | 7,870,000 | ||
Operating Loss Carryforwards | $ 91,352,000 | ||
Expiration date | expire between 2024 and 2040 | ||
Uniform capitalization of inventory costs | $ 765,000 | ||
Annual limitation due to ownership changes | $ 1,151,000 | ||
Tax credit carryforward expiration date | expire between 2024 and 2039 | ||
Likelihood descreption | greater than 50% likely | greater than 50% likely | |
Effective income tax rate percentage | 100% | 100% | |
Research and Development [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating Loss Carryforwards | $ 175,000 | ||
Tax Credit Carryforward, Amount | 1,794,000 | ||
Foreign Tax Authority [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating Loss Carryforwards | $ 140,940,000 |
SCHEDULE OF OPERATING LEASES RI
SCHEDULE OF OPERATING LEASES RIGHT OF USE ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Operating Lease | ||
Operating lease right of use assets | $ 1,053,159 | $ 782,129 |
Operating lease obligations-current portion | 279,538 | 294,617 |
Operating lease obligations-less current portion | 827,836 | $ 555,707 |
Total operating lease obligations | $ 1,107,374 |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS (Details) | Dec. 31, 2023 USD ($) |
Operating Lease | |
2024 | $ 358,424 |
2025 | 311,849 |
2026 | 293,300 |
2027 | 117,492 |
Thereafter | 235,020 |
Total undiscounted minimum future lease payments | 1,316,085 |
Imputed interest | (208,711) |
Total operating lease obligations | $ 1,107,374 |
OPERATING LEASE (Details Narrat
OPERATING LEASE (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||
Oct. 31, 2023 | Jan. 02, 2022 | Sep. 02, 2021 | Aug. 31, 2021 | May 13, 2020 | Oct. 31, 2019 | Jun. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Weighted-average remaining lease term | 4 years 6 months | 3 years 3 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 | |||||||||
Private Medical Billing Company [Member] | January 1, 2022 [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Lease term | 17 months | |||||||||
Custom Computing Corporation, LLC [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Termination period | termination date in March 2030 | |||||||||
Weighted-average remaining lease term | 75 months | |||||||||
Ticket Smarter Acquisition [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Termination period | termination date of December 2022 | |||||||||
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 | $ 7,436 | |||||||||
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 | $ 8,877 | |||||||||
Maximum [Member] | Ticket Smarter Acquisition [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Operating lease, payments | $ 7,364 | |||||||||
October 2019 [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Lease term | 48 months | |||||||||
Operating lease, payments | $ 1,598 | |||||||||
October 2023 [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Lease term | 48 months | 46 months | ||||||||
Operating lease, payments | $ 1,786 | |||||||||
Warehouse And Office Space [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Lease term | 36 months | |||||||||
Termination period | termination date of December 2026 | |||||||||
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] | Private Medical Billing Company [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Lease term | 7 months | |||||||||
Office Space and Copier [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Operating lease | $ 534,830 | |||||||||
Discount rate | 8% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Aggregate carrying amount of litigation loss | $ 1,800,000 | |
Matching contributions to 401 (k) plan | $ 207,463 | $ 223,084 |
3% of Employee Contribution [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Percentage of employer matching contribution | 100% | |
2% of Employee Contribution [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Percentage of employer matching contribution | 50% | |
Employee Contribution [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Percentage for vesting contributions | 100% | |
Supplemental Employee Retirement Plan [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
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. |
SUMMARY OF STOCK OPTIONS OUTSTA
SUMMARY OF STOCK OPTIONS OUTSTANDING (Details) - Stock Options [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Options outstanding, beginning balance | 53,950 | 54,303 |
Weighted average exercise price, outstanding, beginning balance | $ 45.80 | $ 47.40 |
Options granted | 1,250 | |
Weighted average exercise price, granted | $ 19.60 | |
Options exercised | ||
Weighted average exercise price, exercised | ||
Options forfeited | (350) | (1,603) |
Weighted average exercise price, forfeited | $ (83.20) | $ (80.80) |
Options outstanding, ending balance | 53,600 | 53,950 |
Weighted average exercise price, outstanding, ending balance | $ 45.55 | $ 45.80 |
Options exercisable, ending balance | 53,600 | 53,950 |
Weighted average exercise price, exercisable, ending balance | $ 45.55 | $ 45.80 |
SCHEDULE OF FAIR VALUE OF STOCK
SCHEDULE OF FAIR VALUE OF STOCK OPTIONS ASSUMPTION (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Volatility - range | 111.67% | |
Risk-free rate | 1.81% | |
Expected term | 0 years | 10 years |
Exercise price | $ 19.60 |
SCHEDULE OF SHARES AUTHORIZED U
SCHEDULE OF SHARES AUTHORIZED UNDER STOCK OPTION PLANS BY EXERCISE PRICE RANGE (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of options, outstanding | 53,600 |
Weighted average remaining contractual life, outstanding options | 5 years 10 months 24 days |
Number of options, exercisable | 53,600 |
Weighted average remaining contractual life, exercisable options | 5 years 10 months 24 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 | 6 years 7 months 6 days |
Number of options, exercisable | 37,000 |
Weighted average remaining contractual life, exercisable options | 6 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 | 4 years 6 months |
Number of options, exercisable | 15,100 |
Weighted average remaining contractual life, exercisable options | 4 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 | 1,500 |
Weighted average remaining contractual life, outstanding options | 2 years 4 months 24 days |
Number of options, exercisable | 1,500 |
Weighted average remaining contractual life, exercisable options | 2 years 4 months 24 days |
SUMMARY OF RESTRICTED STOCK ACT
SUMMARY OF RESTRICTED STOCK ACTIVITY (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of restricted shares, forfeited | (3,625) | |
Restricted Stock [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of restricted shares, non-vested beginning balance | 79,125 | 52,869 |
Weighted average grant date fair value, non-vested beginning balance | $ 21.73 | $ 37.40 |
Number of restricted shares, granted | 35,000 | 60,750 |
Weighted average grant date fair value, granted | $ 5 | $ 14.67 |
Number of restricted shares, vested | (56,625) | (31,244) |
Weighted average grant date fair value, vested | $ (21.29) | $ (34.73) |
Number of restricted shares, forfeited | (3,625) | (3,250) |
Weighted average grant date fair value, forfeited | $ (22.41) | $ (21.20) |
Number of restricted shares, non-vested ending balance | 53,875 | 79,125 |
Weighted average grant date fair value, non-vested ending balance | $ 11.27 | $ 21.73 |
SCHEDULE OF NON-VESTED BALANCE
SCHEDULE OF NON-VESTED BALANCE OF RESTRICTED STOCK (Details) | Dec. 31, 2023 shares |
Share-Based Payment Arrangement [Abstract] | |
2024 | 27,750 |
2025 | 19,000 |
2026 | 4,125 |
2027 | 2,000 |
2028 | 1,000 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | $ 452,071 | $ 1,282,757 | |
Number of shares of common stock authorized and reserved | 333,750 | ||
Options, available for grant | 137,042 | ||
Stock options granted, value | $ 0 | 22,768 | |
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 | $ 140,573 | ||
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] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Shares unexercised and outstanding | 0 | ||
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) - Warrant [Member] | Dec. 31, 2023 shares | Apr. 05, 2023 shares | Aug. 23, 2022 shares |
Common stock issuable under the warrants | 1,125,000 | 1,125,000 | |
Original Terms [Member] | |||
Common stock issuable under the warrants | 1,215,000 | ||
Measurement Input, Price Volatility [Member] | |||
Warrants measurement input | 105.4 | 106 | |
Measurement Input, Price Volatility [Member] | Original Terms [Member] | |||
Warrants measurement input | 103.7 | ||
Measurement Input, Risk Free Interest Rate [Member] | |||
Warrants measurement input | 3.84 | 3.36 | |
Measurement Input, Risk Free Interest Rate [Member] | Original Terms [Member] | Minimum [Member] | |||
Warrants measurement input | 3.17 | ||
Measurement Input, Risk Free Interest Rate [Member] | Original Terms [Member] | Maximum [Member] | |||
Warrants measurement input | 3.36 | ||
Measurement Input, Expected Dividend Rate [Member] | |||
Warrants measurement input | 0 | 0 | |
Measurement Input, Expected Dividend Rate [Member] | Original Terms [Member] | |||
Warrants measurement input | 0 | ||
Measurement Input, Expected Term [Member] | |||
Remaining contractual term | 4 years 3 months 18 days | 5 years | |
Measurement Input, Expected Term [Member] | Original Terms [Member] | Minimum [Member] | |||
Remaining contractual term | 3 years 4 months 24 days | ||
Measurement Input, Expected Term [Member] | Original Terms [Member] | Maximum [Member] | |||
Remaining contractual term | 4 years 1 month 6 days | ||
Measurement Input, Exercise Price [Member] | Minimum [Member] | |||
Warrants measurement input | 5.50 | 5.50 | |
Measurement Input, Exercise Price [Member] | Maximum [Member] | |||
Warrants measurement input | 7.50 | 7.50 | |
Measurement Input, Exercise Price [Member] | Original Terms [Member] | |||
Warrants measurement input | 65 |
SUMMARY OF WARRANT ACTIVITY (De
SUMMARY OF WARRANT ACTIVITY (Details) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Warrants, vested, beginning balance | 67,459 | 1,300,430 |
Weighted average exercise price, vested, beginning balance | $ 60.26 | $ 64.80 |
Warrants, granted | 1,125,000 | |
Weighted average exercise price, granted | $ 6.50 | |
Warrants, exercised | ||
Weighted average exercise price, exercised | ||
Warrants, forfeited/cancelled | (67,459) | (1,232,971) |
Weighted average exercise price, forfeited/cancelled | $ (60.26) | $ (65.08) |
Warrants, vested, ending balance | 1,125,000 | 67,459 |
Weighted average exercise price, vested, ending balance | $ 6.50 | $ 60.26 |
SUMMARY OF RANGE OF EXERCISE PR
SUMMARY OF RANGE OF EXERCISE PRICES AND WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE OF WARRANTS (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Outstanding and exercisable warrants, weighted average remaining contractual life | 51 years 2 months 12 days | 3 years 10 months 24 days |
Warrant [Member] | ||
Outstanding and exercisable warrants, number of warrants | 1,125,000 | |
Outstanding and exercisable warrants, weighted average remaining contractual life | 4 years 3 months 18 days | |
Warrant [Member] | Range One [Member] | ||
Outstanding and exercisable warrants, exercise price | $ 5.50 | |
Outstanding and exercisable warrants, number of warrants | 375,000 | |
Outstanding and exercisable warrants, weighted average remaining contractual life | 4 years 3 months 18 days | |
Warrant [Member] | Range Two [Member] | ||
Outstanding and exercisable warrants, exercise price | $ 6.50 | |
Outstanding and exercisable warrants, number of warrants | 375,000 | |
Outstanding and exercisable warrants, weighted average remaining contractual life | 4 years 3 months 18 days | |
Warrant [Member] | Range Three [Member] | ||
Outstanding and exercisable warrants, exercise price | $ 7.50 | |
Outstanding and exercisable warrants, number of warrants | 375,000 | |
Outstanding and exercisable warrants, weighted average remaining contractual life | 4 years 3 months 18 days |
COMMON STOCK PURCHASE WARRANT_2
COMMON STOCK PURCHASE WARRANTS (Details Narrative) - USD ($) | 12 Months Ended | |||||||
Apr. 05, 2023 | Aug. 23, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Aug. 19, 2021 | Feb. 02, 2021 | Jan. 14, 2021 | |
Issuance of common stock through warrant exchange agreement, shares | 303,750 | |||||||
Change in fair market value of warrant derivative liabilities | $ 1,846,642 | $ 6,726,638 | ||||||
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% | |||||||
Outstanding and exercisable warrants, weighted average remaining contractual life | 51 years 2 months 12 days | 3 years 10 months 24 days | ||||||
Warrant [Member] | ||||||||
Warrant to purchase | 1,125,000 | 1,125,000 | ||||||
Change in pricing inputs and volatilities, percentage | 106% | |||||||
Intrinsic value of outstanding warrants | $ 0 | $ 0 | ||||||
Outstanding and exercisable warrants, weighted average remaining contractual life | 4 years 3 months 18 days | |||||||
Fair Value, Inputs, Level 3 [Member] | ||||||||
Change in pricing inputs and volatilities, percentage | 10% | |||||||
Warrant Exchange Agreement [Member] | ||||||||
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 | |||||||
2021 Purchase Warrants [Member] | ||||||||
Warrant to purchase | 1,148,286 | 2,127,500 | 2,127,500 | |||||
Warrant expiration date description | The warrants expire from July 31, 2023 through April 5, 2028 and under certain circumstances allow for cashless exercise. | |||||||
2021 Purchase Warrants [Member] | Exchange Warrants [Member] | ||||||||
Warrants exercisable | 384,077 | |||||||
2021 Purchase Warrants [Member] | Warrant Exchange Agreement [Member] | ||||||||
Warrants exercisable | 384,077 | |||||||
2021 Purchase Warrants [Member] | Warrant Exchange Agreement [Member] | Replacement Original Warrants [Member] | ||||||||
Exercise price per share | $ 65 | |||||||
Number of shares issued warrant | 330,923 | |||||||
Warrants expiration date | Sep. 18, 2026 | |||||||
2021 Purchase Warrants [Member] | Minimum [Member] | ||||||||
Exercise price per share | $ 5.50 | |||||||
2021 Purchase Warrants [Member] | Maximum [Member] | ||||||||
Exercise price per share | $ 52 | |||||||
2023 Purchase Warrants [Member] | ||||||||
Warrant to purchase | 1,125,000 |
SCHEDULE OF STOCK REPURCHASE (D
SCHEDULE OF STOCK REPURCHASE (Details) | Dec. 31, 2023 USD ($) $ / shares shares |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Shares Purchased | 273,042 |
Average Price Paid per Shares | $ / shares | $ 22 |
Total Number of Shares Purchased as Part of Publicly Announced Program | 273,042 |
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 | |||||||||
Feb. 06, 2023 | Jan. 10, 2023 | Dec. 28, 2022 | Oct. 13, 2022 | Jan. 07, 2022 | Dec. 06, 2021 | Sep. 02, 2021 | Jun. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 02, 2023 | |
Class of Stock [Line Items] | |||||||||||
Shares, cancelled | 3,625 | ||||||||||
Purchase fixed price per shares | $ 22 | ||||||||||
Sale of stock price per share | $ 10 | ||||||||||
Number of shares issued, value | $ 15,000,000 | $ 9,403,600 | |||||||||
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 | ||||||||||
Reverse stock split | 1-for-20 reverse stock split | ||||||||||
Reverse stock split related shares | 24,206 | ||||||||||
Net income (loss) attributable to noncontrolling interest | $ 224,598 | 407,933 | |||||||||
Face value | 147,781 | 150,000 | $ 125,000 | ||||||||
Conversion of convertible securities | $ 119,750 | ||||||||||
Cancellation of common stock | 3,625 | ||||||||||
Convertible Debt [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of new shares issued | 25,000 | ||||||||||
Purchase fixed price per shares | $ 5 | ||||||||||
Face value | $ 125,000 | ||||||||||
Conversion of convertible securities | $ 119,750 | ||||||||||
Nobility Healthcare LLC [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Subsidiary, ownership percentage, parent | 49% | ||||||||||
Net income (loss) attributable to noncontrolling interest | $ 224,598 | $ 407,933 | |||||||||
Nobility Healthcare LLC [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Equity method investment, ownership percentage | 51% | ||||||||||
Stock Repurchase Program [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of repurchased shares | 273,042 | 186,299 | |||||||||
Number of repurchase | $ 6,001,602 | ||||||||||
IPO [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Redemption price percentage | 105% | ||||||||||
Series A Convertible Redeemable Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of new shares issued | 1,400,000 | ||||||||||
Preferred stock, par or stated value per share | $ 0.001 | ||||||||||
Series B Convertible Redeemable Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of new shares issued | 100,000 | ||||||||||
Preferred stock, par or stated value per share | $ 0.001 | ||||||||||
Purchase fixed price per shares | $ 9.50 | ||||||||||
Original issue discount percentage | 5% | ||||||||||
Series B Preferred Stock [Member] | |||||||||||
Class 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] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock redeemed or called during period, shares | 1,400,000 | ||||||||||
Minimum [Member] | Stock Repurchase Program [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of repurchase | $ 4,026,523 | ||||||||||
Maximum [Member] | Stock Repurchase Program [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Proceeds from common stock | $ 10,000,000 | ||||||||||
Officers [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock issuance granted | 22,500 | 26,250 | |||||||||
Vesting drescription | Such shares will generally vest over a period of one to five years on their respective anniversary dates in January through January 2028, provided that each grantee remains an officer or employee on such dates. | 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] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock issuance granted | 9,500 | ||||||||||
Employees [Member] | Minimum [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Vesting period | 2 years | ||||||||||
Employees [Member] | Maximum [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Vesting period | 5 years | ||||||||||
Financial Advisor [Member] | Series A Convertible Redeemable Preferred Stock [Member] | |||||||||||
Class 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 | ||||||||||
New Employees [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock issuance granted | 12,500 | ||||||||||
New Employees [Member] | Minimum [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Vesting period | 1 year | ||||||||||
New Employees [Member] | Maximum [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Vesting period | 2 years |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Oct. 02, 2023 | Sep. 22, 2023 | Sep. 02, 2021 | |
Related Party Transaction [Line Items] | |||||
Distributions paid | $ 0 | $ 15,692 | |||
Notes payable current | 2,700,000 | ||||
Business Combination, Contingent Consideration, Asset | $ 4,244,400 | ||||
Nobility LLC [Member] | |||||
Related Party Transaction [Line Items] | |||||
Working capital | 0 | 158,384 | |||
Accrued reimbursable expenses payable | 619,301 | 265,241 | |||
Nobility LLC [Member] | Operating Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Management fees | 49,014 | $ 36,502 | |||
Related Party [Member] | |||||
Related Party Transaction [Line Items] | |||||
Notes payable current | 2,700,000 | $ 2,325,000 | |||
Business Combination, Contingent Consideration, Asset | $ 375,000 | ||||
Interest rate | 13.25% | ||||
Accrued interest | $ 95,031 |
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, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Numerator for basic and diluted loss per share – Net loss attributable to common stockholders | $ (25,688,547) | $ (21,666,691) |
Denominator for basic loss per share – weighted average shares outstanding | 2,784,894 | 2,548,549 |
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 | 2,784,894 | 2,548,549 |
Basic | $ (9.22) | $ (8.50) |
Diluted | $ (9.22) | $ (8.50) |
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. 01, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 02, 2021 |
Restructuring Cost and Reserve [Line Items] | |||||||
Contingent consideration promissory note | $ 4,244,400 | ||||||
Healthcare Acquisition [Member] | |||||||
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 | |||||
Total acquisition purchase price | 1,376,509 | 1,376,509 | |||||
Liabilities assumed pursuant to stock purchase agreement | $ (77,158) | $ (77,158) | |||||
Medical Billing Acquisition [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 | |||||
Liabilities assumed pursuant to stock purchase agreement | 401,547 | 401,547 | |||||
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 | $ 335,000 | ||||||
Liabilities assumed pursuant to stock purchase agreement | (401,547) | (401,547) | |||||
Healthcare Acquisition One [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
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 | ||||||
Cash paid at acquisition date | 1,153,626 | ||||||
Contingent consideration promissory note | 750,000 | ||||||
Total acquisition purchase price | $ 2,920,000 | 1,903,626 | $ 2,920,000 | ||||
Liabilities assumed pursuant to stock purchase agreement | $ (387,005) | ||||||
Medical Billing Assets 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 |
SCHEDULE OF IDENTIFIABLE INTANG
SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSETS ACQUIRED AND THEIR ESTIMATED USEFUL LIVES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Amortization | $ 1,507,134 | $ 1,562,558 |
Healthcare Acquisition [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Cost | 457,079 | |
Amortization | $ 114,270 | |
Estimated useful life | 10 years | |
Medical Billing Acquisition [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Cost | $ 206,955 | |
Amortization | $ 48,290 | |
Estimated useful life | 10 years | |
Medical Billing Assets Acquisition [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Cost | $ 335,000 | |
Amortization | $ 64,208 | |
Estimated useful life | 10 years |
DIGITAL ALLY HEALTHCARE VENTU_3
DIGITAL ALLY HEALTHCARE VENTURE (Details Narrative) - USD ($) | 12 Months Ended | ||||||||||
Jun. 30, 2022 | Feb. 01, 2022 | Feb. 01, 2022 | Jan. 01, 2022 | Aug. 31, 2021 | Jun. 30, 2021 | Jun. 04, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 02, 2023 | |
Defined Benefit Plan Disclosure [Line Items] | |||||||||||
Principal amount | $ 22,485,860 | $ 34,687,954 | |||||||||
Principal amount | 147,781 | 150,000 | $ 125,000 | ||||||||
Repayments of notes payable | 412,460 | 527,402 | |||||||||
Increase accounts receivable | $ (411,462) | $ (722,498) | |||||||||
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 | 10,322 | |||||||||
Nobility LLC [Member] | Medical Billing Acquisition Two [Member] | Promissory Note [Member] | |||||||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||||||
Principal amount | $ 105,000 | $ 105,000 |
SCHEDULE OF ESTIMATED FAIR VALU
SCHEDULE OF ESTIMATED FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED ACQUISITION (Details) - USD ($) | 1 Months Ended | ||
Dec. 31, 2021 | Sep. 30, 2021 | Sep. 02, 2021 | |
Business Acquisition [Line Items] | |||
Contingent consideration earn-out agreement | $ 4,244,400 | ||
Ticket Smarter Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Tangible assets acquired, including $51,432 of cash acquired | $ 5,748,291 | $ 7,139,930 | |
Identifiable intangible assets acquired | 6,800,000 | ||
Goodwill | 5,886,547 | 11,839,308 | |
Liabilities assumed pursuant to stock purchase agreement | (5,128,964) | (5,128,964) | |
Net assets acquired and liabilities assumed | 13,305,874 | 13,850,274 | |
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 | 3,700,000 | 4,244,400 | |
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 | $ 13,305,874 | $ 13,850,274 |
SCHEDULE OF ESTIMATED FAIR VA_2
SCHEDULE OF ESTIMATED FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED ACQUISITION (Details) (Parenthetical) | Dec. 31, 2023 USD ($) |
Business Combination and Asset Acquisition [Abstract] | |
Cash acquired for tangible assets | $ 51,432 |
SCHEDULE OF COMPONENTS OF IDENT
SCHEDULE OF COMPONENTS OF IDENTIFIABLE INTANGIBLE ASSETS ACCRUED ACQUIRED (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Amortization | $ 1,507,134 | $ 1,562,558 |
Ticket Smarter Acquisition [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Identifiable intangible assets | 6,800,000 | |
Amortization | 2,963,333 | |
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 | $ 2,613,333 | |
Estimated useful life | 5 years | |
Search Engine Optimization [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Identifiable intangible assets | $ 600,000 | |
Amortization | $ 350,000 | |
Estimated useful life | 4 years |
TICKETSMARTER ACQUISITION (Deta
TICKETSMARTER ACQUISITION (Details Narrative) - USD ($) | Oct. 13, 2022 | Sep. 02, 2021 | Dec. 31, 2021 | Sep. 30, 2021 |
Business Acquisition [Line Items] | ||||
Number of shares issued, value | $ 15,000,000 | $ 9,403,600 | ||
Business Combination, Contingent Consideration, Asset | 4,244,400 | |||
Ticket Smarter Acquisition [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Contingent Consideration, Asset | $ 3,700,000 | $ 4,244,400 | ||
Amount in escrow | $ 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, 2023 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Total Net Revenues | $ 28,248,344 | $ 37,009,895 |
Total Gross Profit | 5,762,484 | 2,321,941 |
Total Operating Income (Loss) | (22,240,553) | (29,733,258) |
Total identifiable assets | 47,028,809 | 56,668,062 |
Video Solutions [Member] | ||
Segment Reporting Information [Line Items] | ||
Total identifiable assets | 26,396,559 | 28,509,706 |
Revenue Cycle Management [Member] | ||
Segment Reporting Information [Line Items] | ||
Total identifiable assets | 2,260,376 | 2,201,570 |
Entertainment Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Total identifiable assets | 6,324,211 | 11,190,491 |
Corporate Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Total identifiable assets | 12,047,663 | 14,766,295 |
Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Net Revenues | 28,248,344 | 37,009,895 |
Total Gross Profit | 5,762,484 | 2,321,941 |
Total Operating Income (Loss) | (22,240,553) | (29,733,258) |
Total Depreciation and Amortization | 2,218,237 | 2,176,679 |
Operating Segments [Member] | Video Solutions [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Net Revenues | 7,471,285 | 8,252,288 |
Total Gross Profit | 1,290,509 | (1,250,277) |
Total Operating Income (Loss) | (7,135,584) | (9,278,721) |
Total Depreciation and Amortization | 836,699 | 769,228 |
Operating Segments [Member] | Revenue Cycle Management [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Net Revenues | 6,713,678 | 7,886,107 |
Total Gross Profit | 2,772,271 | 3,303,477 |
Total Operating Income (Loss) | 292,543 | 357,705 |
Total Depreciation and Amortization | 104,352 | 128,082 |
Operating Segments [Member] | Entertainment Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Net Revenues | 14,063,381 | 20,871,500 |
Total Gross Profit | 1,699,704 | 268,741 |
Total Operating Income (Loss) | (3,646,770) | (7,369,241) |
Total Depreciation and Amortization | 1,277,186 | 1,279,369 |
Operating Segments [Member] | Corporate Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Total Operating Income (Loss) | $ (11,750,742) | $ (13,443,001) |
SEGMENT DATA (Details Narrative
SEGMENT DATA (Details Narrative) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Video Solutions [Member] | ||
Segment Reporting Information [Line Items] | ||
Inventory reserve | $ 4,355,666 | $ 5,230,261 |
Entertainment Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Inventory reserve | $ 186,795 | $ 259,280 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Mar. 01, 2024 | Jan. 31, 2024 | Dec. 31, 2023 | Jun. 02, 2023 | Dec. 31, 2022 |
Subsequent Event [Line Items] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number | 3,000 | ||||
Principal amount | $ 147,781 | $ 125,000 | $ 150,000 | ||
Common stock, par value | $ 0.001 | $ 0.001 | |||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Subsequent Event, Description | (i) November 1, 2024, and (ii) the consummation of the merger between Kustom Entertainment and Clover Leaf pursuant to the Merger Agreement among the Company, Kustom Entertainment, Clover Leaf Capital Corp., Yntegra Capital Investments LLC and CL Merger Sub, dated as of June 1, 2023. The Borrowers shall pay in arrears in cash an amount equal to 50% of revenues from all ticket sales generated by Kustom Entertainment, up nine thousand tickets sold, and thereafter equal to 10% of all revenues from all ticket sales until the earlier of the date on which the Note is repaid in full or the Maturity Date. The Note bears interest at a rate of 1.58% per month. The Borrowers have the right, but not the obligation, under the Note to prepay the Note, upon written notice to the Purchaser, by payment in full of the entire outstanding principal balance plus interest. Upon a change of control of either Borrower or a sale or all or substantially all of either Borrower’s assets, the Purchaser may require the Borrowers to repay the Note, upon written notice to the Borrowers, by payment in full of the entire outstanding principal balance plus interest. | ||||
Proceeds from Loans | $ 3,000,000 | ||||
[custom:AggregateProceedsFromFinancingAndExtraordinaryReceipts] | 3,000,000 | ||||
Common stock, par value | $ 0.001 | ||||
Subsequent Event [Member] | Note Purchase Agreement [Member] | |||||
Subsequent Event [Line Items] | |||||
Principal amount | 1,425,000 | ||||
Proceeds from Issuance of Debt | $ 1,000,000 | ||||
Subsequent Event [Member] | Restricted Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Restricted common stock | 15,000 | ||||
Director [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Restricted common stock | 20,000 |