Document And Entity Information
Document And Entity Information | 9 Months Ended |
Sep. 30, 2022 | |
Document Information Line Items | |
Entity Registrant Name | Creatd, Inc. |
Document Type | S-1 |
Amendment Flag | false |
Entity Central Index Key | 0001357671 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Incorporation, State or Country Code | NV |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets | |||
Cash | $ 439,539 | $ 3,794,734 | $ 7,906,782 |
Accounts receivable, net | 222,183 | 337,440 | 90,355 |
Inventory | 879,050 | 106,403 | |
Marketable securities | 96 | 62,733 | |
Prepaid expenses and other current assets | 139,726 | 236,665 | 23,856 |
Total Current Assets | 1,680,594 | 4,475,242 | 8,020,993 |
Property and equipment, net | 248,963 | 102,939 | 56,258 |
Intangible assets | 2,536,599 | 2,432,841 | 960,611 |
Goodwill | 1,365,328 | 1,374,835 | 1,035,795 |
Deposits and other assets | 769,136 | 718,951 | 191,836 |
Minority investment in businesses | 50,000 | 217,096 | |
Operating lease right of use asset | 2,123,171 | 18,451 | 239,158 |
Total Assets | 8,723,791 | 9,173,259 | 10,784,480 |
Current Liabilities | |||
Accounts payable and accrued liabilities | 6,714,606 | 3,730,540 | 2,638,688 |
Derivative liabilities | 42,231 | ||
Share liability | 52,080 | ||
Convertible Notes, net of debt discount and issuance costs | 6,062,926 | 159,193 | 897,516 |
Current portion of operating lease payable | 279,593 | 18,451 | 79,816 |
Note payable, net of debt discount and issuance costs | 1,758,179 | 1,278,672 | 1,221,539 |
Deferred revenue | 305,555 | 234,159 | 88,637 |
Total Current Liabilities | 15,172,939 | 5,421,015 | 4,968,427 |
Non-current Liabilities: | |||
Note payable | 28,920 | 63,992 | 213,037 |
Operating lease payable | 2,135,393 | 157,820 | |
Total Non-current Liabilities | 2,164,313 | 63,992 | 370,857 |
Total Liabilities | 17,337,252 | 5,485,007 | 5,339,284 |
Commitments and contingencies | |||
Stockholders’ Equity | |||
Subscription receivable | (40,000) | ||
Stockholders’ Equity (Deficit) | |||
Preferred stock, $0.001 par value, 20,000,000 shares authorized | |||
Series E Preferred stock, $0.001 par value, 8,000 shares authorized 500 and 500 shares issued and outstanding, respectively | 8 | ||
Common stock par value $0.001: 100,000,000 shares authorized; 24,469,675 issued and 24,380,218 outstanding as of September 30, 2022 and 16,691,170 Outstanding 16,685,513 outstanding as of December 31, 2021 | 24,470 | 16,691 | 8,737 |
Additional paid in capital | 124,667,772 | 111,563,618 | 77,505,013 |
Less: Treasury stock at cost, 89,457 and 5,657 shares, respectively | (76,106) | (62,406) | (62,406) |
Accumulated deficit | (133,762,800) | (109,632,574) | (71,928,922) |
Accumulated other comprehensive income | (143,991) | (78,272) | (37,234) |
Total Creatd, Inc. Stockholders’ Equity | (9,290,655) | 1,807,057 | 5,445,196 |
Non-controlling interest in consolidated subsidiaries | 677,194 | 1,881,195 | |
Total Stockholders' Deficit | (8,613,461) | 3,688,252 | 5,445,196 |
Total Liabilities and Stockholders’ Equity (Deficit) | $ 8,723,791 | $ 9,173,259 | $ 10,784,480 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued | 24,469,675 | 16,691,170 | 8,736,378 |
Common stock, shares outstanding | 24,380,218 | 16,685,513 | 8,727,028 |
Treasury stock, shares | 89,457 | 5,657 | 5,657 |
Preferred Stock | |||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | |
Series E Preferred Stock | |||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 8,000 | 8,000 | |
Preferred stock, shares issued | 500 | 500 | 7,738 |
Preferred stock, shares outstanding | 500 | 500 | 7,738 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||||||
Net revenue | $ 1,022,851 | $ 1,179,620 | $ 3,997,490 | $ 2,894,390 | $ 4,299,717 | $ 1,212,870 |
Cost of revenue | 1,404,562 | 1,418,213 | 4,771,151 | 4,160,743 | 5,300,037 | 1,495,042 |
Gross margin (loss) | (381,711) | (238,593) | (773,661) | (1,266,353) | (1,000,320) | (282,172) |
Operating expenses | ||||||
Research and development | 234,965 | 322,946 | 686,131 | 708,396 | 983,528 | 257,431 |
Marketing | 646,520 | 1,812,400 | 4,016,051 | 8,049,579 | 9,626,982 | 2,854,904 |
Stock based compensation | 626,568 | 2,151,900 | 3,848,578 | 5,662,389 | 9,661,168 | 6,861,163 |
Impairment of goodwill | 1,035,795 | |||||
Impairment of intangible assets | 249,586 | 257,117 | 93,791 | |||
General and administrative | 3,837,469 | 2,385,135 | 11,397,989 | 5,457,258 | 11,060,927 | 6,027,665 |
Total operating expenses | 5,595,108 | 6,672,381 | 20,205,866 | 19,971,413 | 32,368,400 | 16,001,163 |
Loss from operations | (5,976,819) | (6,910,974) | (20,979,527) | (21,237,766) | (33,368,720) | (16,283,335) |
Other income (expenses) | ||||||
Other income | 123,710 | 99 | 123,710 | 396,223 | 512,071 | |
Interest expense | (673,694) | (59,859) | (707,950) | (319,290) | (372,106) | (1,376,902) |
Accretion of debt discount and issuance cost | (1,884,679) | (2,176,651) | (2,531,687) | (3,028,015) | (3,612,669) | (4,303,072) |
Derivative expense | (100,502) | (100,502) | ||||
Change in derivative liability | (833,456) | 3,729 | (1,096,287) | (1,096,287) | 3,019,457 | |
Impairment of investment | (50,000) | (62,733) | (589,461) | (11,450) | ||
Impairment of debt security | (50,000) | |||||
Settlement of vendor liabilities | (2,867) | 92,909 | 59,792 | (126,087) | ||
Loss on marketable securities | (11,415) | (11,646) | (7,453) | |||
Gain (loss) on extinguishment of debt | (979,738) | 137,109 | (832,482) | 423,118 | 1,025,555 | (5,586,482) |
Gain on forgiveness of debt | 279,022 | 279,022 | 470 | |||
Other expenses, net | (3,549,526) | (2,809,147) | (4,132,804) | (3,688,068) | (4,010,433) | (7,929,448) |
Loss before income tax provision | (9,526,345) | (9,720,121) | (25,112,331) | (24,925,834) | (37,379,153) | (24,212,783) |
Equity in net loss from equity method investment | (16,413) | (16,413) | ||||
Income tax provision | ||||||
Net loss | (9,526,345) | (9,736,534) | (25,112,331) | (24,942,247) | (37,379,153) | (24,212,783) |
Non-controlling interest in net loss | 299,903 | (60,477) | 1,285,661 | (60,045) | 86,251 | |
Net Loss attributable to Creatd, Inc. | (9,226,442) | (9,797,011) | (23,826,670) | (25,002,292) | (37,292,902) | (24,212,783) |
Deemed dividend | (221,829) | (303,557) | (410,750) | (410,750) | (3,135,702) | |
Inducement expense | ||||||
Net loss attributable to common shareholders | (9,448,271) | (9,797,011) | (24,130,227) | (25,413,042) | (37,703,652) | (27,348,485) |
Comprehensive loss | ||||||
Net loss | (9,526,345) | (9,736,534) | (25,112,331) | (24,942,247) | (37,379,153) | (24,212,783) |
Currency translation gain (loss) | (36,110) | (8,436) | (65,719) | (16,299) | (41,038) | (31,239) |
Comprehensive loss | $ (9,562,455) | $ (9,744,970) | $ (25,178,050) | $ (24,958,546) | $ (37,420,191) | $ (24,244,022) |
Per-share data | ||||||
Basic and diluted loss per share (in Dollars per share) | $ (0.45) | $ (0.71) | $ (1.23) | $ (2.2) | $ (2.98) | $ (5.68) |
Weighted average number of common shares outstanding (in Shares) | 21,030,188 | 13,710,111 | 19,669,411 | 11,563,150 | 12,652,470 | 4,812,153 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parentheticals) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||||||
Basic and diluted loss per share (in Dollars per share) | $ (0.45) | $ (0.71) | $ (1.23) | $ (2.20) | $ (2.98) | $ (5.68) |
Weighted average number of common shares outstanding (in Shares) | 21,030,188 | 13,710,111 | 19,669,411 | 11,563,150 | 12,652,470 | 4,812,153 |
Net revenue related party | $ 80,000 | $ 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit) (Unaudited) - USD ($) | Series E Preferred Stock | Common Stock | Treasury stock | Additional Paid In Capital | Accumulated Deficit | Non-Controlling Interest | Other Comprehensive Income | Subscription Receivable | Total |
Balance at Dec. 31, 2019 | $ 3,059 | $ (367,174) | $ 36,391,819 | $ (44,580,437) | $ (5,995) | $ (8,558,728) | |||
Balance (in Shares) at Dec. 31, 2019 | 3,059,646 | (53,283) | |||||||
Shares issued with notes payable | $ 60 | 243,685 | 243,745 | ||||||
Shares issued with notes payable (in Shares) | 59,774 | ||||||||
Stock based compensation | $ 170 | 5,743,970 | 5,744,140 | ||||||
Stock based compensation (in Shares) | 169,800 | ||||||||
Conversion of warrants to stock | $ 7 | (4,236) | (4,229) | ||||||
Conversion of warrants to stock (in Shares) | 7,239 | ||||||||
Conversion of options to stock | $ 229 | 1,116,802 | 1,117,031 | ||||||
Conversion of options to stock (in Shares) | 229,491 | ||||||||
Shares issued to settle vendor liabilities | $ 24 | 235,607 | 235,631 | ||||||
Shares issued to settle vendor liabilities (in Shares) | 23,565 | ||||||||
Purchase of treasury stock | $ (69,416) | (69,416) | |||||||
Purchase of treasury stock (in Shares) | (6,717) | ||||||||
Recognition of intrinsic value of beneficial conversion features – convertible notes | 3,099,837 | 3,099,837 | |||||||
Cash received for common stock and warrants | $ 1,725 | 7,028,355 | 7,030,080 | ||||||
Cash received for common stock and warrants (in Shares) | 1,725,000 | ||||||||
Cash received for preferred series E and warrants | $ 8 | 6,710,417 | (40,000) | 6,670,425 | |||||
Cash received for preferred series E and warrants (in Shares) | 7,738 | ||||||||
Common stock and warrants issued upon conversion of notes payable | $ 769 | 3,182,898 | 3,183,667 | ||||||
Common stock and warrants issued upon conversion of notes payable (in Shares) | 768,225 | ||||||||
Common stock and warrants issued upon extinguishment of notes payable | $ 2,744 | 9,915,790 | 9,918,534 | ||||||
Common stock and warrants issued upon extinguishment of notes payable (in Shares) | 2,744,288 | ||||||||
Stock warrants issued with note payable | 1,078,501 | 1,078,501 | |||||||
Cancellation of Treasury stock | $ (50) | $ 374,184 | (374,134) | ||||||
Cancellation of Treasury stock (in Shares) | (50,650) | 54,343 | |||||||
Foreign currency translation adjustments | (31,239) | (31,239) | |||||||
Dividends | 3,135,702 | (3,135,702) | |||||||
Net loss | (24,212,783) | (24,212,783) | |||||||
Balance at Dec. 31, 2020 | $ 8 | $ 8,737 | $ (62,406) | 77,505,013 | (71,928,922) | (37,234) | (40,000) | 5,445,196 | |
Balance (in Shares) at Dec. 31, 2020 | 7,738 | 8,736,378 | (5,657) | ||||||
Stock based compensation | $ 224 | 5,505,165 | 5,505,389 | ||||||
Stock based compensation (in Shares) | 224,245 | ||||||||
Shares issued for prepaid services | $ 50 | 226,450 | 226,500 | ||||||
Shares issued for prepaid services (in Shares) | 50,000 | ||||||||
Shares issued to settle vendor liabilities | $ 44 | 181,341 | 181,385 | ||||||
Shares issued to settle vendor liabilities (in Shares) | 44,895 | ||||||||
Shares issued for acquisition | $ 225 | 893,297 | 893,522 | ||||||
Shares issued for acquisition (in Shares) | 224,503 | ||||||||
Common stock issued upon conversion of notes payable | $ 901 | 4,014,424 | 4,015,325 | ||||||
Common stock issued upon conversion of notes payable (in Shares) | 900,665 | ||||||||
Exercise of warrants to stock | $ 1,275 | 5,470,793 | 5,472,068 | ||||||
Exercise of warrants to stock (in Shares) | 1,275,261 | ||||||||
Cash received for common | $ 837 | 2,461,363 | 2,462,200 | ||||||
Cash received for common (in Shares) | 837,500 | ||||||||
Cash received for preferred series E and warrants | (4,225) | 40,000 | 35,775 | ||||||
Cash received for preferred series E and warrants (in Shares) | 40 | ||||||||
Conversion of preferred series E to stock | $ (7) | $ 1,739 | (1,732) | ||||||
Conversion of preferred series E to stock (in Shares) | (7,168) | 1,739,750 | |||||||
Stock warrants issued with note payable | 1,601,452 | 1,601,452 | |||||||
Foreign currency translation adjustments | (16,299) | (16,299) | |||||||
Non-controlling interest in consolidated subsidiary from acquisition | 1,246,865 | 1,246,865 | |||||||
Dividends | 410,750 | (410,750) | |||||||
Net loss | (25,002,292) | 60,045 | (24,942,247) | ||||||
Balance at Sep. 30, 2021 | $ 1 | $ 14,032 | $ (62,406) | 98,264,091 | (97,341,964) | 1,306,910 | (53,533) | 2,127,131 | |
Balance (in Shares) at Sep. 30, 2021 | 610 | 14,033,197 | (5,657) | ||||||
Balance at Dec. 31, 2020 | $ 8 | $ 8,737 | $ (62,406) | 77,505,013 | (71,928,922) | (37,234) | (40,000) | 5,445,196 | |
Balance (in Shares) at Dec. 31, 2020 | 7,738 | 8,736,378 | (5,657) | ||||||
Stock based compensation | $ 388 | 9,446,687 | 9,447,075 | ||||||
Stock based compensation (in Shares) | 388,411 | ||||||||
Shares issued for prepaid services | $ 50 | 226,450 | 226,500 | ||||||
Shares issued for prepaid services (in Shares) | 50,000 | ||||||||
Shares issued to settle vendor liabilities | $ 295 | 791,091 | 791,386 | ||||||
Shares issued to settle vendor liabilities (in Shares) | 294,895 | ||||||||
Shares issued for acquisition | $ 388 | 1,217,828 | 1,967,446 | 3,185,662 | |||||
Shares issued for acquisition (in Shares) | 387,847 | ||||||||
Cash received for common stock and warrants | $ 1,687 | 5,665,263 | 5,666,950 | ||||||
Cash received for common stock and warrants (in Shares) | 1,687,500 | ||||||||
Common stock issued upon conversion of notes payable | $ 1,129 | 5,155,865 | 5,156,994 | ||||||
Common stock issued upon conversion of notes payable (in Shares) | 1,128,999 | ||||||||
Exercise of warrants to stock | $ 2,251 | 9,484,972 | 9,487,223 | ||||||
Exercise of warrants to stock (in Shares) | 2,250,691 | ||||||||
Cash received for preferred series E and warrants | (4,225) | 40,000 | 35,775 | ||||||
Cash received for preferred series E and warrants (in Shares) | 40 | ||||||||
Conversion of preferred series E to stock | $ (8) | $ 1,766 | (1,758) | ||||||
Conversion of preferred series E to stock (in Shares) | (7,278) | 1,766,449 | |||||||
Stock warrants issued with note payable | 1,665,682 | 1,665,682 | |||||||
Foreign currency translation adjustments | (41,038) | (41,038) | |||||||
Dividends | 410,750 | (410,750) | |||||||
Net loss | (37,292,902) | (86,251) | (37,379,153) | ||||||
Balance at Dec. 31, 2021 | $ 16,691 | $ (62,406) | 111,563,618 | (109,632,574) | 1,881,195 | (78,272) | 3,688,252 | ||
Balance (in Shares) at Dec. 31, 2021 | 500 | 16,691,170 | (5,657) | ||||||
Balance at Jun. 30, 2021 | $ 1 | $ 11,858 | $ (62,406) | 87,131,333 | (87,544,953) | 56,433 | (45,097) | (452,831) | |
Balance (in Shares) at Jun. 30, 2021 | 1,048 | 11,857,675 | (5,657) | ||||||
Stock based compensation | $ 23 | 2,094,787 | 2,094,810 | ||||||
Stock based compensation (in Shares) | 22,934 | ||||||||
Conversion of warrants to stock | $ 955 | 4,198,442 | 4,199,397 | ||||||
Conversion of warrants to stock (in Shares) | 954,568 | ||||||||
Shares issued for acquisition | $ 224 | 893,297 | 893,521 | ||||||
Shares issued for acquisition (in Shares) | 224,503 | ||||||||
Cash received for common stock and warrants | $ 87 | 248,613 | 248,700 | ||||||
Cash received for common stock and warrants (in Shares) | 87,500 | ||||||||
Common stock issued upon conversion of notes payable | $ 779 | 3,697,725 | 3,698,504 | ||||||
Common stock issued upon conversion of notes payable (in Shares) | 779,706 | ||||||||
Conversion of preferred series E to stock | $ 106 | (106) | |||||||
Conversion of preferred series E to stock (in Shares) | (438) | 106,311 | |||||||
Foreign currency translation adjustments | (8,436) | (8,436) | |||||||
Non-controlling interest in consolidated subsidiary from acquisition | 1,190,000 | 1,190,000 | |||||||
Net loss | (9,797,011) | 60,477 | (9,736,534) | ||||||
Balance at Sep. 30, 2021 | $ 1 | $ 14,032 | $ (62,406) | 98,264,091 | (97,341,964) | 1,306,910 | (53,533) | 2,127,131 | |
Balance (in Shares) at Sep. 30, 2021 | 610 | 14,033,197 | (5,657) | ||||||
Balance at Dec. 31, 2021 | $ 16,691 | $ (62,406) | 111,563,618 | (109,632,574) | 1,881,195 | (78,272) | 3,688,252 | ||
Balance (in Shares) at Dec. 31, 2021 | 500 | 16,691,170 | (5,657) | ||||||
Stock based compensation | $ 415 | 3,822,564 | 3,822,979 | ||||||
Stock based compensation (in Shares) | 415,180 | ||||||||
Shares issued for prepaid services | $ 150 | 141,000 | 141,150 | ||||||
Shares issued for prepaid services (in Shares) | 150,000 | ||||||||
Shares issued for acquisition | $ 58 | 40,937 | 81,660 | 122,655 | |||||
Shares issued for acquisition (in Shares) | 57,576 | ||||||||
Purchase of treasury stock | $ (13,700) | (13,700) | |||||||
Purchase of treasury stock (in Shares) | (83,800) | ||||||||
Cash received for common stock and warrants | $ 7,046 | 5,715,254 | 5,722,300 | ||||||
Cash received for common stock and warrants (in Shares) | 7,046,314 | ||||||||
Common stock issued upon conversion of notes payable | $ 110 | 173,346 | 173,456 | ||||||
Common stock issued upon conversion of notes payable (in Shares) | 109,435 | ||||||||
Stock warrants issued with note payable | 2,907,497 | 2,907,497 | |||||||
Foreign currency translation adjustments | (65,719) | (65,719) | |||||||
Dividends | 303,556 | (303,556) | |||||||
Net loss | (23,826,670) | (1,285,661) | (25,112,331) | ||||||
Balance at Sep. 30, 2022 | $ 24,470 | $ (76,106) | 124,667,772 | (133,762,800) | 677,194 | (143,991) | (8,613,461) | ||
Balance (in Shares) at Sep. 30, 2022 | 500 | 24,469,675 | (89,457) | ||||||
Balance at Jun. 30, 2022 | $ 20,255 | $ (62,406) | 122,068,892 | (124,314,529) | 895,437 | (107,881) | (1,500,232) | ||
Balance (in Shares) at Jun. 30, 2022 | 500 | 20,254,839 | (5,657) | ||||||
Stock based compensation | $ 107 | 568,107 | 568,214 | ||||||
Stock based compensation (in Shares) | 107,260 | ||||||||
Shares issued for prepaid services | $ 50 | 34,900 | 34,950 | ||||||
Shares issued for prepaid services (in Shares) | 50,000 | ||||||||
Shares issued for acquisition | $ 58 | 40,937 | 81,660 | 122,655 | |||||
Shares issued for acquisition (in Shares) | 57,576 | ||||||||
Purchase of treasury stock | $ (13,700) | (13,700) | |||||||
Purchase of treasury stock (in Shares) | (83,800) | ||||||||
Cash received for common stock and warrants | $ 4,000 | 721,000 | 725,000 | ||||||
Cash received for common stock and warrants (in Shares) | 4,000,000 | ||||||||
Stock warrants issued with note payable | 1,012,107 | 1,012,107 | |||||||
Foreign currency translation adjustments | (36,110) | (36,110) | |||||||
Dividends | 221,829 | (221,829) | |||||||
Net loss | (9,226,442) | (299,903) | (9,526,345) | ||||||
Balance at Sep. 30, 2022 | $ 24,470 | $ (76,106) | $ 124,667,772 | $ (133,762,800) | $ 677,194 | $ (143,991) | $ (8,613,461) | ||
Balance (in Shares) at Sep. 30, 2022 | 500 | 24,469,675 | (89,457) |
Condensed Consolidated Statem_4
Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit) (Unaudited) (Parentheticals) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||
Net of issuance costs | $ 75,000 | $ 190,000 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss | $ (25,112,331) | $ (24,942,247) | $ (37,379,153) | $ (24,212,783) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 441,943 | 194,929 | 397,440 | |
Impairment of investment | 50,000 | 62,733 | 589,461 | |
Impairment of intangible assets | 257,117 | 93,791 | 1,727,032 | |
Accretion of debt discount and issuance cost | 2,531,687 | 3,028,015 | 3,612,669 | |
Share-based compensation | 3,848,578 | 5,662,389 | 9,661,174 | |
Bad debt expense | 124,186 | 110,805 | ||
Change in fair value of derivative liabilities | ||||
Loss (Gain) on Forgiveness of debt | 832,482 | (702,140) | (279,022) | |
Settlement of vendor liabilities | 2,867 | (92,909) | (59,692) | |
Change in fair value of derivative liability | (3,729) | 1,096,287 | 1,096,287 | |
Derivative Expense | 100,502 | 100,502 | ||
(Gain) loss on extinguishment of debt | (1,025,655) | |||
Loss on marketable securities | 11,646 | |||
Non cash lease expense | 44,305 | 60,756 | 82,511 | |
Equity interest granted for other income | (123,710) | (123,710) | ||
Equity in net loss from unconsolidated investment | 16,413 | 16,413 | ||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | 114,925 | (471,899) | (174,819) | |
Inventory | (492,128) | (68,091) | (39,182) | |
Accounts receivable | (481,080) | 150,980 | (80,407) | |
Deposits and other assets | (50,185) | 107,115 | (527,115) | |
Deferred revenue | 71,396 | 111,192 | 144,851 | |
Accounts payable and accrued expenses | 3,805,245 | 160,434 | 1,714,902 | |
Unrecognized tax benefit | ||||
Operating lease liability | 145,887 | (61,605) | (84,099) | |
Net Cash Used In Operating Activities | (13,857,189) | (15,617,065) | (20,518,807) | |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Issuance of note receivable | ||||
Cash paid for property and equipment | (213,975) | (65,971) | (95,935) | |
Deposits | (325,000) | |||
Cash paid for minority investment in business | (510,000) | (325,000) | ||
Cash paid for equity method investment | (510,000) | |||
Cash paid for investments in marketable securities | (48,878) | |||
Sale of marketable securities | 37,135 | |||
Cash consideration for acquisition | (75,679) | (412,943) | (225,947) | |
Purchases of digital assets | (192,795) | (11,241) | (11,241) | |
Net Cash Used In Investing Activities | (494,192) | (1,325,155) | (1,168,123) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from the exercise of warrant | 5,472,068 | 9,487,223 | ||
Net proceeds from issuance of notes | 2,174,402 | 321,229 | 747,937 | |
Repayment of notes | (2,292,953) | (403,843) | (456,233) | |
Proceeds from issuance of demand loan | ||||
Repayment of demand Loan | ||||
Proceeds from issuance of convertible note | 5,809,755 | 3,610,491 | 3,610,491 | |
Repayment of convertible notes | (337,899) | (941,880) | (941,880) | |
Proceeds from issuance of convertible notes - related party | ||||
Proceeds from issuance of note payable - related party | ||||
Repayment of note payable - related party | (538,574) | |||
Purchase of treasury stock | (13,700) | |||
Proceeds from issuance of common stock and warrants | 5,722,300 | 2,502,200 | 5,666,951 | |
Cash received for preferred series E and warrants | ||||
Purchase of treasury stock and warrants | ||||
Net Cash Provided By Financing Activities | 11,061,905 | 10,560,265 | 17,615,915 | |
Effect of exchange rate changes on cash | (65,719) | (16,299) | (41,038) | |
Net Change in Cash | (3,355,195) | (6,398,254) | (4,112,048) | |
Cash - Beginning of period | 3,794,734 | 7,906,782 | 7,906,782 | |
Cash - End of period | 439,539 | 1,508,528 | 3,794,734 | 7,906,782 |
Cash Paid During the Year for: | ||||
Income taxes | ||||
Interest | 139,000 | 58,395 | 60,073 | |
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||
Conversion of marketable debt securities into equity securities | ||||
Beneficial conversion feature on convertible notes | ||||
Shares issued with debt | ||||
Cancellation of Treasury stock | ||||
Conversion of note payable and interest into convertible notes | ||||
Reduction of ROU asset related to re-measurement of lease liability | 135,086 | |||
Repayment of promissory notes from Australian R&D credits | 146,630 | |||
Conversion of Demand loan into notes payable | ||||
Settlement of vendor liabilities | 147,649 | 168,667 | 168,667 | |
Warrants issued with debt | 2,907,497 | 1,601,452 | 1,665,682 | |
Issuance of common stock for prepaid services | 141,150 | 226,500 | 226,500 | |
Operating Lease liability | 2,250,648 | |||
Deferred offering costs | 4,225 | 4,225 | ||
Common stock and warrants issued upon conversion of notes payable | 173,455 | 4,015,325 | 5,156,994 | |
Shares issued for acquisition | $ 40,994 | 893,520 | 1,318,218 | |
Previously Reported [Member] | ||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss | (24,162,783) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 157,760 | |||
Impairment of investment | 11,450 | |||
Impairment of intangible assets | ||||
Accretion of debt discount and issuance cost | 4,303,072 | |||
Share-based compensation | 6,861,163 | |||
Bad debt expense | 53,692 | |||
Change in fair value of derivative liabilities | (3,019,457) | |||
Loss (Gain) on Forgiveness of debt | ||||
Settlement of vendor liabilities | 126,087 | |||
Change in fair value of derivative liability | ||||
Derivative Expense | ||||
(Gain) loss on extinguishment of debt | 5,586,012 | |||
Loss on marketable securities | 7,453 | |||
Non cash lease expense | 72,553 | |||
Equity interest granted for other income | ||||
Equity in net loss from unconsolidated investment | ||||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (19,729) | |||
Inventory | ||||
Accounts receivable | (93,198) | |||
Deposits and other assets | (4,829) | |||
Deferred revenue | 37,946 | |||
Accounts payable and accrued expenses | 2,880,392 | |||
Unrecognized tax benefit | (68,000) | |||
Operating lease liability | (70,071) | |||
Net Cash Used In Operating Activities | (7,340,487) | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Issuance of note receivable | ||||
Cash paid for property and equipment | (44,988) | |||
Deposits | (175,000) | |||
Cash paid for minority investment in business | ||||
Cash paid for equity method investment | (115,000) | |||
Cash paid for investments in marketable securities | (248,272) | |||
Sale of marketable securities | 36,048 | |||
Cash consideration for acquisition | ||||
Purchases of digital assets | ||||
Net Cash Used In Investing Activities | (547,212) | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from the exercise of warrant | ||||
Net proceeds from issuance of notes | 1,501,661 | |||
Repayment of notes | (492,665) | |||
Proceeds from issuance of demand loan | 440,000 | |||
Repayment of demand Loan | (90,000) | |||
Proceeds from issuance of convertible note | 3,650,835 | |||
Repayment of convertible notes | (1,658,001) | |||
Proceeds from issuance of convertible notes - related party | 50,000 | |||
Proceeds from issuance of note payable - related party | 152,989 | |||
Repayment of note payable - related party | (983,752) | |||
Proceeds from issuance of common stock and warrants | 6,662,015 | |||
Cash received for preferred series E and warrants | 6,670,417 | |||
Purchase of treasury stock and warrants | (89,416) | |||
Net Cash Provided By Financing Activities | 15,814,083 | |||
Effect of exchange rate changes on cash | (31,239) | |||
Net Change in Cash | 7,895,145 | |||
Cash - Beginning of period | $ 7,906,782 | $ 7,906,782 | 11,637 | |
Cash - End of period | 7,906,782 | |||
Cash Paid During the Year for: | ||||
Income taxes | ||||
Interest | 178,461 | |||
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||
Conversion of marketable debt securities into equity securities | 102,096 | |||
Beneficial conversion feature on convertible notes | 3,099,837 | |||
Shares issued with debt | 243,741 | |||
Cancellation of Treasury stock | 374,184 | |||
Conversion of note payable and interest into convertible notes | 385,000 | |||
Reduction of ROU asset related to re-measurement of lease liability | ||||
Repayment of promissory notes from Australian R&D credits | ||||
Conversion of Demand loan into notes payable | 200,000 | |||
Settlement of vendor liabilities | 475,220 | |||
Warrants issued with debt | 1,078,500 | |||
Issuance of common stock for prepaid services | 585,000 | |||
Deferred offering costs | ||||
Common stock and warrants issued upon conversion of notes payable | 11,217,362 | |||
Shares issued for acquisition |
Organization and Operations
Organization and Operations | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Organization and Operations | Note 1 – Organization and Operations Creatd, Inc., formerly Jerrick Media Holdings, Inc. (“we,” “us,” the “Company,” or “Creatd”), is a technology company focused on providing economic opportunities for creators, which it accomplishes through its four main business pillars: Creatd Labs, Creatd Partners, Creatd Ventures, and Creatd Studios. Creatd’s flagship product, Vocal, delivers a robust long-form, digital publishing platform organized into highly engaged niche-communities capable of hosting all forms of rich media content. Through Creatd’s proprietary algorithm dynamics, Vocal enhances the visibility of content and maximizes viewership, providing advertisers access to target markets that most closely match their interests. The Company was originally incorporated under the laws of the State of Nevada on December 30, 1999 under the name LILM, Inc. The Company changed its name on December 3, 2013 to Great Plains Holdings, Inc. as part of its plan to diversify its business. On February 5, 2016 (the “Closing Date”), GTPH, GPH Merger Sub, Inc., a Nevada corporation and wholly-owned subsidiary of GTPH (“Merger Sub”), and Jerrick Ventures, Inc., a privately-held Nevada corporation headquartered in New Jersey (“Jerrick”), entered into an Agreement and Plan of Merger (the “Merger”) pursuant to which the Merger Sub was merged with and into Jerrick, with Jerrick surviving as a wholly-owned subsidiary of GTPH (the “Merger”). GTPH acquired, pursuant to the Merger, all of the outstanding capital stock of Jerrick in exchange for issuing Jerrick’s shareholders (the “Jerrick Shareholders”), pro-rata, a total of 475,000 shares of GTPH’s common stock. In connection therewith, GTPH acquired 33,415 shares of Jerrick’s Series A Convertible Preferred Stock (the “Jerrick Series A Preferred”) and 8,064 shares of Series B Convertible Preferred Stock (the “Jerrick Series B Preferred”). In connection with the Merger, on the Closing Date, GTPH and Kent Campbell entered into a Spin-Off Agreement (the “Spin-Off Agreement”), pursuant to which Mr. Campbell purchased from GTPH (i) all of GTPH’s interest in Ashland Holdings, LLC, a Florida limited liability company, and (ii) all of GTPH’s interest in Lil Marc, Inc., a Utah corporation, in exchange for the cancellation of 39,091 shares of GTPH’s Common Stock held by Mr. Campbell. In addition, Mr. Campbell assumed all debts, obligations and liabilities of GTPH, including any existing prior to the Merger, pursuant to the terms and conditions of the Spin-Off Agreement. Upon closing of the Merger on February 5, 2016, the Company changed its business plan to that of Jerrick. Effective February 28, 2016, GTPH entered into an Agreement and Plan of Merger (the “Statutory Merger Agreement”) with Jerrick, pursuant to which GTPH became the parent company of Jerrick Ventures, LLC, a wholly-owned operating subsidiary of Jerrick (the “Statutory Merger”) and GTPH changed its name to Jerrick Media Holdings, Inc. to better reflect its new business strategy. On September 11, 2019, the Company acquired 100% of the membership interests of Seller’s Choice, LLC, a New Jersey limited liability company (“Seller’s Choice”), a digital e-commerce agency. On September 9, 2020, the Company filed a certificate of amendment with the Secretary of State of the State of Nevada to change our name to “Creatd, Inc.”, which became effective on September 10, 2020. On June 4, 2021, the Company acquired 89% of the membership interests of Plant Camp, LLC, a Delaware limited liability company (“Plant Camp”), which the Company subsequently rebranded as Camp. Camp is a direct-to-consumer (DTC) food brand which creates healthy upgrades to classic comfort food favorites. The results of Plant Camp’s operations have been included since the date of acquisition in the Statements of Operations. On July 20, 2021, the Company acquired 44% of the membership interests of WHE Agency, Inc. WHE Agency, Inc, is a talent management and public relations agency based in New York (“WHE”). WHE has been consolidated due to the Company’s ownership of 55% voting control, and the results of operations have been included since the date of acquisition in the Statements of Operations. Between October 21, 2020, and August 16, 2021, the Company acquired 21% of the membership interests of Dune, Inc. Dune, Inc. is a direct-to-consumer brand focused on promoting wellness through its range of health-oriented beverages. On October 3, 2021, the Company acquired an additional 29% of the membership interests of Dune, Inc., bringing our total membership interests to 50%. Dune, Inc., has been consolidated due to the Company’s ownership of 50% voting control, and the results of operations have been included since the date of acquisition in the Statements of Operations. On March 7, 2022, the Company acquired 100% of the membership interests of Denver Bodega, LLC, d/b/a Basis, a Colorado limited liability company (“Basis”). Basis is a direct-to-consumer functional beverage brand that makes high-electrolyte mixes meant to aid hydration. Denver Bodega, LLC has been consolidated due to the Company’s ownership of 100% voting control, and the results of operations have been included since the date of acquisition in the Statement of Operations. On August 1, 2022, the Company acquired 51% of the membership interests of Orbit Media LLC, a New York limited liability company. Orbit is a app-based stock trading platform designed to empower a new generation of investors. Orbit has been consolidated due to the Company’s ownership of 51% voting control, and the results of operations have been included since the date of acquisition in the Statement of Operations. On September 13, 2022, the Company acquired 100% of the membership interests of Brave Foods, LLC, a Maine limited liability company. Brave Foods, LLC has been consolidated due to the Company’s ownership of 100% voting control, and the results of operations have been included since the date of acquisition in the Statement of Operations. | Note 1 – Organization and Operations Creatd, Inc., formerly Jerrick Media Holdings, Inc. (“we,” “us,” the “Company,” or “Creatd”), is a technology company focused on providing economic opportunities for creators, which it accomplishes through its four main business pillars: Creatd Labs, Creatd Partners, Creatd Ventures, and Creatd Studios. Creatd’s flagship product, Vocal, delivers a robust long-form, digital publishing platform organized into highly engaged niche-communities capable of hosting all forms of rich media content. Through Creatd’s proprietary algorithm dynamics, Vocal enhances the visibility of content and maximizes viewership, providing advertisers access to target markets that most closely match their interests. The Company was originally incorporated under the laws of the State of Nevada on December 30, 1999 under the name LILM, Inc. The Company changed its name on December 3, 2013 to Great Plains Holdings, Inc. as part of its plan to diversify its business. On February 5, 2016 (the “Closing Date”), GTPH, GPH Merger Sub, Inc., a Nevada corporation and wholly-owned subsidiary of GTPH (“Merger Sub”), and Jerrick Ventures, Inc., a privately-held Nevada corporation headquartered in New Jersey (“Jerrick”), entered into an Agreement and Plan of Merger (the “Merger”) pursuant to which the Merger Sub was merged with and into Jerrick, with Jerrick surviving as a wholly-owned subsidiary of GTPH (the “Merger”). GTPH acquired, pursuant to the Merger, all of the outstanding capital stock of Jerrick in exchange for issuing Jerrick’s shareholders (the “Jerrick Shareholders”), pro-rata, a total of 475,000 shares of GTPH’s common stock. In connection therewith, GTPH acquired 33,415 shares of Jerrick’s Series A Convertible Preferred Stock (the “Jerrick Series A Preferred”) and 8,064 shares of Series B Convertible Preferred Stock (the “Jerrick Series B Preferred”). In connection with the Merger, on the Closing Date, GTPH and Kent Campbell entered into a Spin-Off Agreement (the “Spin-Off Agreement”), pursuant to which Mr. Campbell purchased from GTPH (i) all of GTPH’s interest in Ashland Holdings, LLC, a Florida limited liability company, and (ii) all of GTPH’s interest in Lil Marc, Inc., a Utah corporation, in exchange for the cancellation of 39,091 shares of GTPH’s Common Stock held by Mr. Campbell. In addition, Mr. Campbell assumed all debts, obligations and liabilities of GTPH, including any existing prior to the Merger, pursuant to the terms and conditions of the Spin-Off Agreement. Upon closing of the Merger on February 5, 2016, the Company changed its business plan to that of Jerrick. Effective February 28, 2016, GTPH entered into an Agreement and Plan of Merger (the “Statutory Merger Agreement”) with Jerrick, pursuant to which GTPH became the parent company of Jerrick Ventures, LLC, a wholly-owned operating subsidiary of Jerrick (the “Statutory Merger”) and GTPH changed its name to Jerrick Media Holdings, Inc. to better reflect its new business strategy. On September 11, 2019, the Company acquired 100% of the membership interests of Seller’s Choice, LLC, a New Jersey limited liability company (“Seller’s Choice”). Seller’s Choice is a digital e-commerce agency based in New Jersey. On September 9, 2020, the Company filed a certificate of amendment with the Secretary of State of the State of Nevada to change our name to “Creatd, Inc.”, which became effective on September 10, 2020. On June 4, 2021, the Company acquired 89% of the membership interests of Plant Camp, LLC, a Delaware limited liability company (“Plant Camp”), which the Company subsequently rebranded as Camp. Plant Camp is a direct-to-consumer (DTC) food brand which creates healthy upgrades to classic comfort food favorites. The results of Plant Camp’s operations have bene included since the date of acquisition in the Statements of Operations. On July 20, 2021, the Company acquired 44% of the membership interests of WHE Agency, Inc,. WHE Agency, Inc, is a talent management and public relations agency based in New York. WHE Agency, Inc, has been consolidated due to the Company’s ownership of 55% voting control, and the results of operations have been included since the date of acquisition in the Statements of Operations. On August 16, 2021, the Company acquired 16% of the membership interests of Dune, Inc. bring our total membership interests to 21%. On October 3, 2021, the Company acquired 29% of the membership interests of Dune, Inc. bring our total membership interests to 50%. Dune, Inc. is a direct-to-consumer brand focused on promoting wellness through its range of health-oriented beverages. Dune, Inc, has been consolidated due to the Company’s ownership of 50% voting control, and the results of operations have been included since the date of acquisition in the Statements of Operations. |
Significant Accounting Policies
Significant Accounting Policies and Practices | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Significant Accounting Policies and Practices | Note 2 – Significant Accounting Policies and Practices Management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by the accounting principles generally accepted in the United States of America. Basis of Presentation The Company’s condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and following the requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These interim financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or any other interim period or for any other future year. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2021, included in the Company’s 2021 Annual Report on Form 10-K filed with the SEC. The balance sheet as of December 31, 2021 has been derived from audited financial statements at that date but does not include all of the information required by U.S. GAAP for complete financial statements. Use of Estimates and Critical Accounting Estimates and Assumptions The preparation of financial statements in conformity with U.S. GAAP 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 dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. The Company uses estimates in accounting for, among other items, revenue recognition, allowance for doubtful accounts, stock-based compensation, income tax provisions, excess and obsolete inventory reserve, and impairment of intellectual property. Actual results could differ from those estimates. Presentation During 2021, we adopted a change in presentation on our Condensed Consolidated Statements of Comprehensive Loss in order to present a gross profit line and allocate certain overhead expenses, the presentation of which is consistent with our peers. Under the new presentation, we began allocating overhead expenses related to cost of goods sold. Prior periods have been revised to reflect this change in presentation. Principles of consolidation The Company consolidates all majority-owned subsidiaries, if any, in which the parent’s power to control exists. As of September 30, 2022, the Company’s consolidated subsidiaries and/or entities are as follows: Name of combined affiliate State or other Company Jerrick Ventures LLC Delaware 100 % Abacus Tech Pty Ltd Australia 100 % Brave Foods, LLC Brave Foods, LLC 100 % Denver Bodega, LLC Colorado 100 % Dune Inc. Delaware 50 % Plant Camp LLC Delaware 89 % OG Collection, Inc. Delaware 100 % OG Gallery, LLC Delaware 100 % Orbit Media LLC New York 51 % WHE Agency, Inc. Delaware 44 % All inter-company balances and transactions have been eliminated. The condensed consolidated financial statements include Denver Bodega, LLC activity since March 7, 2022, Orbit Media LLC activity since August 1, 2022, and activity since September 13, 2022. Variable Interest Entities Management performs an ongoing assessment of its noncontrolling interests from investments in unrelated entities to determine if those entities are variable interest entities (VIEs), and if so, whether the Company is the primary beneficiary. If an entity in such a transaction, by design, meets the definition of a VIE and the Company determines that it, or a condensed consolidated subsidiary is the primary beneficiary, the Company will include the VIE in its condensed consolidated financial statements. If such an entity is deemed to not be condensed consolidated, the Company records only its investment in equity securities as a marketable security or investment under the equity method, as applicable Fair Value of Financial Instruments The fair value measurement disclosures are grouped into three levels based on valuation factors: ● Level 1 – quoted prices in active markets for identical investments ● Level 2 – other significant observable inputs (including quoted prices for similar investments and market corroborated inputs) ● Level 3 – significant unobservable inputs (including our own assumptions in determining the fair value of investments) The Company’s Level 1 assets/liabilities include cash, accounts receivable, marketable trading securities, accounts payable, marketable trading securities, prepaid and other current assets, line of credit and due to related parties. Management believes the estimated fair value of these accounts at September 30, 2022 approximate their carrying value as reflected in the balance sheets due to the short-term nature of these instruments or the use of market interest rates for debt instruments. The Company’s Level 2 assets/liabilities include certain of the Company’s notes payable. Their carrying value approximates their fair values based upon a comparison of the interest rate and terms of such debt given the level of risk to the rates and terms of similar debt currently available to the Company in the marketplace. The Company’s Level 3 assets/liabilities include goodwill, intangible assets, equity investments at cost, and derivative liabilities. Inputs to determine fair value are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. Unobservable inputs used in the models are significant to the fair values of the assets and liabilities. The following tables provides a summary of the relevant assets that are measured at fair value on a recurring basis: Fair Value Measurements as of September 30, 2022 Total Quoted Quoted Significant Assets: Marketable securities - equity securities $ 96 $ 96 $ - $ - Total assets $ 96 $ 96 $ - $ - Our marketable equity securities are publicly traded stocks measured at fair value using quoted prices for identical assets in active markets and classified as Level 1 within the fair value hierarchy. Marketable equity securities as of September 30, 2022 are $96. The change in net realized depreciation on equity trading securities that has been included in other expenses for the nine months ended September 30, 2022 and 2021 was $11,646 and $0, respectively. Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. At times, cash balances may exceed the Federal Deposit Insurance Corporation (“FDIC”) or Financial Claims Scheme (“FCS”) insurable limits. The Company has never experienced any losses related to these balances. The uninsured cash balance as of September 30, 2022, was $0. The Company does not believe it is exposed to significant credit risk on cash and cash equivalents. Concentration of Credit Risk and Other Risks and Uncertainties The Company provides credit in the normal course of business. The Company maintains allowances for credit losses on factors surrounding the credit risk of specific customers, historical trends, and other information. The Company operates in Australia and holds total assets of $622,445. It is reasonably possible that operations located outside an entity’s home country will be disrupted in the near term. Property and Equipment Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method (after taking into account their respective estimated residual values) over the estimated useful lives of the respective assets as follows: Estimated Computer equipment and software 3 Furniture and fixtures 5 Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the condensed consolidated statements of operations. Long-lived Assets Including Goodwill and Other Acquired Intangible Assets We evaluate the recoverability of property and equipment, acquired finite-lived intangible assets and, purchased infinite life digital assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. The evaluation is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate from the use and eventual disposition. Digital assets accounted for as intangible assets are subject to impairment losses if the fair value of digital assets decreases other than temporary below the carrying value. The fair value is measured using the quoted price of the crypto asset at the time its fair value is being measured. If such review indicates that the carrying amount of property and equipment and intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value. During the three months ended September 30, 2022, the Company recorded an impairment charge of $249,586 for intangible assets. During the nine months ended September 30, 2022, the Company recorded an impairment charge of $257,117 for intangible assets. Acquired finite-lived intangible assets are amortized on a straight-line basis over the estimated useful lives of the assets. We routinely review the remaining estimated useful lives of property and equipment and finite-lived intangible assets. If we change the estimated useful life assumption for any asset, the remaining unamortized balance is amortized or depreciated over the revised estimated useful life. The remaining weighted average life of the intangible assets are 7.1 years. Scheduled amortization over the next five years are as follows: Twelve months ending September 30, 2023 $ 415,215 2024 443,236 2025 280,223 2026 260,935 2027 239,934 Thereafter 739,762 Total 2,379,305 Intangible assets not subject to amortization 157,294 Total Intangible Assets $ 2,536,599 Amortization expense was $94,130 and $75,069 for the three months ended September 30, 2022 and 2021, respectively. Amortization expense was $355,509 and $143,776 for the nine months ended September 30, 2022 and 2021, respectively. Goodwill is not amortized but is subject to periodic testing for impairment in accordance with ASC Topic 350 “Intangibles – Goodwill and Other – Testing Indefinite-Lived Intangible Assets for Impairment” (“ASC Topic 350”). The Company tests goodwill for impairment on an annual basis as of the last day of the Company’s fiscal December each year or more frequently if events occur or circumstances change indicating that the fair value of the goodwill may be below its carrying amount. The Company has four reporting units. The Company uses an income-based approach to determine the fair value of the reporting units. This approach uses a discounted cash flow methodology and the ability of our reporting units to generate cash flows as measures of fair value of our reporting units. During the year ended December 31, 2021, the Company completed its annual impairment test of goodwill. The Company performed the qualitative assessment as permitted by ASC 350-20 and determined for three of its reporting units that the fair value of those reporting units was more likely than not greater than their carrying value, including Goodwill. However, based on this qualitative assessment, the Company determined that the carrying value of the Seller’s Choice reporting unit was more likely than not greater than its carrying value, including Goodwill. Based on completion of the annual impairment test, the Company recorded an impairment charge of $1,035,795 for goodwill. During the three months ended September 30, 2022, management observed impairment indicators that led them to believe the carrying amount of goodwill was below its carrying value. The Company determined that the carrying value of the Plant Camp and Dune reporting units were more likely than not greater than their carrying value, including Goodwill. Based on estimated impairment computed, the Company recorded an impairment charge of $25,139 for goodwill. The following table sets forth a summary of the changes in goodwill for the three months ended September 30, 2022. For the Total As of July 1, 2022 $ 1,383,785 Goodwill acquired in a business combination 6,682 Impairment of goodwill (25,139 ) As of September 30, 2022 $ 1,365,328 The following table sets forth a summary of the changes in goodwill for the nine months ended September 30, 2022. For the Total As of January 1, 2022 $ 1,374,835 Goodwill acquired in a business combination 15,632 Impairment of goodwill (25,139 ) As of September 30, 2022 $ 1,365,328 Commitments and Contingencies The Company follows subtopic 450-20 of the FASB ASC to report accounting for contingencies. Certain conditions may exist as of the date the condensed consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s condensed consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Foreign Currency Foreign currency denominated assets and liabilities are translated into U.S. dollars using the exchange rates in effect at our Condensed Consolidated Balance Sheet dates. Results of operations and cash flows are translated using the average exchange rates throughout the periods. The effect of exchange rate fluctuations on the translation of assets and liabilities is included as a component of stockholders’ equity in accumulated other comprehensive income. Gains and losses from foreign currency transactions, which are included in operating expenses, have not been significant in any period presented. Derivative Liability The Company evaluates its debt and equity issuances to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 815-10-05-4 and Section 815-40-25 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the condensed consolidated statement of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then the related fair value is reclassified to equity. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date. The Company adopted Section 815-40-15 of the FASB Accounting Standards Codification (“Section 815-40-15”) to determine whether an instrument (or an embedded feature) is indexed to the Company’s own stock. Section 815-40-15 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions. The Company utilizes a binomial option model for convertible notes that have an option to convert at a variable number of shares to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The inputs utilized in the application of the Binomial model included a stock price on valuation date, an expected term of each debenture remaining from the valuation date to maturity, an estimated volatility, and a risk-free rate. The Company records the change in the fair value of the derivative as other income or expense in the condensed consolidated statements of operations. Shipping and Handling Costs The Company classifies freight billed to customers as sales revenue and the related freight costs as cost of revenue. Revenue Recognition Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We determine revenue recognition through the following steps: ● identification of the contract, or contracts, with a customer; ● identification of the performance obligations in the contract; ● determination of the transaction price. The transaction price for any given subscriber could decrease based on any payments made to that subscriber. A subscriber may be eligible for payment through one or more of the monetization features offered to Vocal creators, including earnings through reads (on a cost per mile basis) and cash prizes offered to Challenge winners; ● allocation of the transaction price to the performance obligations in the contract; and ● recognition of revenue when, or as, we satisfy a performance obligation. Revenue disaggregated by revenue source for the three and nine months ended September 30, 2022 and 2021 consists of the following: Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Agency (Managed Services, Branded Content, & Talent Management Services) $ 442,867 $ 555,766 $ 1,613,924 $ 1,472,902 Platform (Creator Subscriptions) 230,212 611,714 1,138,812 1,370,581 Ecommerce 347,944 4,153 1,237,634 9,679 Affiliate Sales 1,828 7,619 7,120 23,425 Other Revenue - 368 - 17,803 $ 1,022,851 $ 1,179,620 $ 3,997,490 $ 2,894,390 The Company utilizes the output method to measures the results achieved and value transferred to a customer over time. Timing of revenue recognition for the three and nine months ended September 30, 2022 and 2021 consists of the following: Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Products and services transferred over time $ 673,079 $ 1,167,480 $ 2,752,736 $ 2,843,483 Products transferred at a point in time 349,772 12,140 1,244,754 50,907 $ 1,022,851 $ 1,179,620 $ 3,997,490 $ 2,894,390 Agency Revenue Managed Services The Company provides Studio/Agency Service offerings to business-to-business (B2B) and business-to-consumer (B2C) product and service brands which encompasses a full range of digital marketing and e-commerce solutions. The Company’s services include the setup and ongoing management of clients’ websites, Amazon and Shopify storefronts and listings, social media pages, search engine marketing, and other various tools and sales channels utilized by e-commerce sellers for sales and growth optimization. Contracts are broken into three categories: Partners, Monthly Services, and Projects. Contract amounts for Partner and Monthly Services clients range from approximately $500-$7,500 per month while Project amounts vary depending on the scope of work. Partner and Monthly clients are billed monthly for the work completed within that month. Partner Clients may or may not have an additional billing component referred to as Sales Performance Fee, which is a fee based upon a previously agreed upon percentage point of the client’s total sales for the month. Some Partners may also have projects within their contracts that get billed and recognized as agreed upon project milestones are achieved. Revenue is recognized over time as service obligations and milestones in the contract are met. Branded Content Branded content represents the revenue recognized from the Company’s obligation to create and publish branded articles and/or branded challenges for clients on the Vocal platform and promote said stories, tracking engagement for the client. In the case of branded articles, the performance obligation is satisfied when the Company successfully publishes the articles on its platform and meets any required promotional milestones as per the contract. In the case of branded challenges, the performance obligation is satisfied when the Company successfully closes the challenge and winners have been announced. The Company utilizes the completed contract method when revenue is recognized over time as the services are performed and any required milestones are met. Certain contracts contain separate milestones whereas the Company separates its performance obligations and utilizes the stand-alone selling price method and residual method to determine the estimate of the allocation of the transaction price. Below are the significant components of a typical agreement pertaining to branded content revenue: ● The Company collects fixed fees ranging from $10,000 to $110,000, with branded challenges ranging from $10,000 to $25,000 and branded articles ranging from $2,500 to $7,500 per article. ● Branded articles are created and published, and challenges are completed, within three months of the signed agreement, or as previously negotiated with the client. ● Branded articles and challenges are promoted per the contract and engagement reports are provided to the client. ● Most contracts include provisions for clients to acquire content rights at the end of the campaign for a flat fee. Talent Management Services Talent Management represents the revenue recognized by WHE Agency, Inc. (“WHE”) from the Company’s obligation to manage and oversee influencer-led campaigns from the contract negotiation stage through content creation and publication. WHE acts in an agent capacity for influencers and collects a management fee of 20% of the value of an influencer’s contract with a brand. Revenue is recognized net of the 80% of the contract that is collected by the influencer and is recognized when performance obligations of the contract are met. Performance obligations are complete when milestones and deliverables of contracts are delivered to the client. Below are the significant components of a typical agreement pertaining to talent management revenue: ● Total gross contracts range from $500-$50,000. ● The Company collects fixed fees in the amount of 20% of the gross contract amount, ranging from $100 to $20,000 in net revenue per contract. ● The campaign is created and made live by the influencer within the timeframe specified in the contract. ● Campaigns are promoted per the contract and the customer is provided a link to the live deliverables on the influencer’s social media channels. ● Most billing for contracts occur 100% at execution of the performance obligation. Net payment terms vary by client. Platform Revenue Creator Subscriptions Vocal+ is a premium subscription offering for Vocal creators. In addition to joining for free, Vocal creators now have the option to sign up for a Vocal+ membership for either $9.99 monthly or $99 annually, though these amounts are subject to promotional discounts and free trials. Vocal+ subscribers receive access to value-added features such as increased rate of cost per mille (thousand) (“CPM”) monetization, a decreased minimum withdrawal threshold, a discount on platform processing fees, member badges for their profiles, access to exclusive Vocal+ Challenges, and early access to new Vocal features. Subscription revenues stem from both monthly and annual subscriptions, the latter of which is amortized over a twelve-month period. Any customer payments received are recognized over the subscription period, with any payments received in advance being deferred until they are earned. The transaction price for any given subscriber could decrease based on any payments made to that subscriber. A subscriber may be eligible for payment through one or more of the monetization features offered to Vocal creators, including earnings through reads (on a cost per mille basis) and cash prizes offered to Challenge winners. Potential revenue offset is calculated by reviewing a subscriber’s earnings in conjunction with payments made by the subscriber on a monthly and/or annual basis. Affiliate Sales Revenue Affiliate sales represents the commission the Company receives when a purchase is made through affiliate links placed within content hosted on the Vocal platform. Affiliate revenue is earned on a “click through” basis, upon referring visitors, via said links, to an affiliate’s site and having them complete a specific outcome, most commonly a product purchase. The Company uses multiple affiliate platforms, such as Skimlinks, Amazon, and Tune, to form and maintain thousands of vendor relationships. Each vendor establishes their own commission percentage, which typically range from 2-20%. The revenue is recognized upon receipt as reliable estimates could not be made. E-Commerce Revenue The Company’s e-commerce businesses are housed under Creatd Ventures, and currently consists of four majority-owned e-commerce companies, Camp (previously Plant Camp), Dune Glow Remedy (“Dune”), Basis, and Brave. The Company generates revenue through the sale of Camp, Dune, and Basis, and Brave’s consumer products through its e-commerce distribution channels. The Company satisfies its performance obligation upon shipment of product to its customers and recognizes shipping and handling costs as a fulfillment cost. Customers have 30 days from receipt of an item to return unopened, unused, or damaged items for a full refund. All returns are processed within the relevant recording period and accounted for as a reduction in revenue. The Company runs discounts from time to time to promote sales, improve market penetration, and increase customer retention. Any discounts are run as coupon codes applied at the time of transaction and accounted for as a reduction in gross revenue. The Company assesses variable consideration using the most likely amount method. Deferred Revenue Deferred revenue consists of billings and payments from clients in advance of revenue recognition. The Company has two types of deferred revenue, subscription revenue whereas the revenue is recognized over the subscription period and contract liabilities where the performance obligation was not satisfied. The Company will recognize the deferred revenue within the next twelve months. As of September 30, 2022, the Company had deferred revenue of $305,555. As of December 31, 2021, the Company had deferred revenue of $234,159, of which $159,727 was recognized as revenue in the nine months ended September 30, 2022, and $13,512 was recognized as revenue in the three months ended September 30, 2022. Accounts Receivable and Allowances Accounts receivable are recorded and carried when the Company has performed the work in accordance with managed services, project, partner, consulting and branded content agreements. For example, we bill a managed service client monthly when we have updated their Amazon store, modified SEO or completed the other services listed in the agreement. For projects and branded content, we will bill the client and record the receivable once milestones are reached that are set in the agreement. We make estimates for the allowance for doubtful accounts and allowance for unbilled receivables based upon our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, and other factors that may affect our ability to collect from customers. During the nine months ended September 30, 2022, the Company recorded $124,186, as a bad debt expense. As of September 30, 2022, the Company has an allowance for doubtful accounts of $311,133. As of December 31, 2021, the Company has an allowance for doubtful accounts of $186,147. Inventory Inventories are stated at the lower of cost (first-in, first-out basis) or net realizable value. Inventories are periodically evaluated to identify obsolete or otherwise impaired products and are written off when management determines usage is not probable. The Company estimates the balance of excess and obsolete inventory by analyzing inventory by age using last used and original purchase date and existing sales pipeline for which the inventory could be used. As of September 30, 2022, and December 31, 2021, the Company had no valuation allowance. Stock-Based Compensation The Company recognizes compensation expense for all equity–based payments granted in accordance with Accounting Standards Codification (“ASC”) 718 “Compensation – Stock Compensation”. Under fair value recognition provisions, the Company recognizes equity–based compensation over the requisite service period of the award. The company has a relatively low forfeitur | Note 2 – Significant Accounting Policies and Practices Management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by the accounting principles generally accepted in the United States of America. Use of Estimates and Critical Accounting Estimates and Assumptions The preparation of financial statements in conformity with U.S. GAAP 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 dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. The Company uses estimates in accounting for, among other items, revenue recognition, allowance for doubtful accounts, stock-based compensation, income tax provisions, excess and obsolete inventory reserve, and impairment of intellectual property. During the fourth quarter of 2021, management changed its estimates for cost of revenues. This change in estimates did not result in a change to loss from operations or net loss. Actual results could differ from those estimates. Presentation During 2021, we adopted a change in presentation on our Consolidated Statements of Comprehensive Loss in order to present a gross profit line and allocate certain overhead expenses, the presentation of which is consistent with our peers. Under the new presentation, we began allocating overhead expenses related to cost of goods sold. Prior periods have been revised to reflect this change in presentation. Principles of consolidation The Company consolidates all majority-owned subsidiaries, if any, in which the parent’s power to control exists. As of December 31, 2021, the Company’s consolidated subsidiaries and/or entities are as follows: Name of combined affiliate State or other Company Jerrick Ventures LLC Delaware 100 % Abacus Tech Pty Ltd Australia 100 % Seller’s Choice, LLC New Jersey 100 % Recreatd, LLC Delaware 100 % Give, LLC Delaware 100 % Creatd Partners LLC Delaware 100 % Dune Inc. Delaware 50 % Plant Camp LLC Delaware 89 % Sci-Fi Shop, LLC Delaware 100 % OG Collection LLC Delaware 100 % VMENA LLC Delaware 100 % Vocal For Brands, LLC Delaware 100 % Vocal Ventures LLC Delaware 100 % What to Buy, LLC Delaware 100 % WHE Agency, Inc. Delaware 44 % All inter-company balances and transactions have been eliminated. Variable Interest Entities Management performs an ongoing assessment of its noncontrolling interests from investments in unrelated entities to determine if those entities are variable interest entities (VIEs), and if so, whether the Company is the primary beneficiary. If an entity in such a transaction, by design, meets the definition of a VIE and the Company determines that it, or a consolidated subsidiary is the primary beneficiary, the Company will include the VIE in its consolidated financial statements. If such an entity is deemed to not be consolidated, the Company records only its investment in equity securities as a marketable security or investment under the equity method, as applicable Fair Value of Financial Instruments The fair value measurement disclosures are grouped into three levels based on valuation factors: ● Level 1 – quoted prices in active markets for identical investments ● Level 2 – other significant observable inputs (including quoted prices for similar investments and market corroborated inputs) ● Level 3 – significant unobservable inputs (including our own assumptions in determining the fair value of investments) The Company’s Level 1 assets/liabilities include cash, accounts receivable, marketable trading securities, accounts payable, prepaid and other current assets, line of credit and due to related parties. Management believes the estimated fair value of these accounts at December 31, 2021 approximate their carrying value as reflected in the balance sheets due to the short-term nature of these instruments or the use of market interest rates for debt instruments. The Company’s Level 2 assets/liabilities include certain of the Company’s notes payable and capital lease obligations. Their carrying value approximates their fair values based upon a comparison of the interest rate and terms of such debt given the level of risk to the rates and terms of similar debt currently available to the Company in the marketplace. The Company’s Level 3 assets/liabilities include goodwill, intangible assets, marketable debt securities, equity investments at cost, and derivative liabilities. Inputs to determine fair value are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. Unobservable inputs used in the models are significant to the fair values of the assets and liabilities. The following tables provides a summary of the relevant assets and liabilities that are measured at fair value on recurring basis: Fair Value Measurements as of December 31, 2020 Total Quoted Quoted Significant Assets: Marketable securities - debt securities $ 62,733 $ - $ - $ 62,733 Total assets $ 62,733 $ - $ - $ 62,733 Liabilities: Derivative liabilities $ 42,231 $ - $ - $ 42,231 Total Liabilities 42,231 $ - $ - $ 42,231 Fair Value Measurements as of December 31, 2021 Total Quoted Quoted Significant Assets: Marketable securities - debt securities $ - $ - $ - $ - Total assets $ - $ - $ - $ - Liabilities: Derivative liabilities $ - $ - $ - $ - Total Liabilities - $ - $ - $ - The following table shows the valuation methodology and unobservable inputs for Level 3 assets and liabilities measured at fair value on recurring basis as of December 31, 2021 and 2020: Fair Value Fair Value Valuation Unobservable Marketable securities - debt securities $ - $ 62,733 Discounted cash flow analysis Expected cash flows from the investment Derivative liabilities $ - $ 42,231 Monte Carlo simulations and Binomial model Risk free rate Expected volatility; Drift rate The following tables provides a summary of the relevant assets that are measured at fair value on non-recurring basis: Fair Value Measurements as of December 31, 2021 Total Quoted Quoted Significant Assets: Equity investments, at cost $ 50,000 $ - $ - $ 50,000 Total assets $ 50,000 $ - $ - $ 50,000 Fair Value Measurements as of December 31, 2020 Total Quoted Quoted Significant Assets: Equity investments, at cost $ 217,096 $ - $ - $ 217,096 Total assets $ 217,096 $ - $ - $ 217,096 The following table shows the valuation methodology and unobservable inputs for Level 3 assets measured at fair value on non-recurring basis as of December 31, 2021: Fair Value Fair Value Valuation Methodology Unobservable Inputs Equity investments, at cost $ - $ 217,096 Qualitative assessment per ASC 321-10-35 Qualitative factors The Company recognizes impairment on loans or notes receivable (that do not meet the definition of a debt security) when it is probable that it will be unable to collect all amounts due according to the contractual terms, and the amount of loss can be estimated. The loss is estimated based on the present value of expected cash flows. The change in net realized depreciation on equity trading securities that has been included in other expenses for the year ended December 31, 2021 and 2020 was $0 and $(7,453), respectively. The Company valued the initial value of debt securities, which are investments in convertible notes receivable, by assessing the separate values of the debt and equity components for similar instruments convertible into private company equity (Level 3). The investment was initially measured at cost, which was determined to approximate fair value due to the lack of marketability of the conversion shares underlying these convertible instruments and the expected recoverability of the note principal. The key assumption affecting the level 3 fair values would be observable price changes to the equity investments. The Company monitors for impairment indicators at each balance sheet date. Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. At times, cash balances may exceed the Federal Deposit Insurance Corporation (“FDIC”) or Financial Claims Scheme (“FCS”) insurable limits . The Company has never experienced any losses related to these balances. As of December 31, 2021 and 2020, cash amounts in excess of $250,000 were not fully insured. The uninsured cash balance as of December 31, 2021 and 2020, was approximately $2.7 million and $7.7 million, respectively. The Company does not believe it is exposed to significant credit risk on cash and cash equivalents. Concentration of Credit Risk and Other Risks and Uncertainties The Company provides credit in the normal course of business. The Company maintains allowances for credit losses on factors surrounding the credit risk of specific customers, historical trends, and other information. The Company operates in Australia and holds total assets of $675,024 that are considered to be reasonably possible that operations located outside an entity’s home country will be disrupted in the near term. Property and Equipment Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method (after taking into account their respective estimated residual values) over the estimated useful lives of the respective assets as follows: Estimated Computer equipment and software 3 Furniture and fixtures 5 Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the consolidated statements of operations. Long-lived Assets Including Goodwill and Other Acquired Intangible Assets We evaluate the recoverability of property and equipment and acquired finite-lived intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. The evaluation is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate from the use and eventual disposition. If such review indicates that the carrying amount of property and equipment and intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value. During the year ended December 31, 2021 and 2020, the Company recorded an impairment charge of $688,127.00 and $0, respectively for intangible assets. Acquired finite-lived intangible assets are amortized on a straight-line basis over the estimated useful lives of the assets. We routinely review the remaining estimated useful lives of property and equipment and finite-lived intangible assets. If we change the estimated useful life assumption for any asset, the remaining unamortized balance is amortized or depreciated over the revised estimated useful life. The remaining weighted average life of the intangible assets are 7.26 years. Scheduled amortization over the next five years are as follows: Twelve months ending December 31, 2022 $ 493,660 2023 407,848 2024 347,936 2025 231,624 2026 219,749 Thereafter 732,024 Total $ 2,432,841 Goodwill is not amortized but is subject to periodic testing for impairment in accordance with ASC Topic 350 “Intangibles - Goodwill and Other - Testing Indefinite-Lived Intangible Assets for Impairment” (“ASC Topic 350”). The Company tests goodwill for impairment on an annual basis as of the last day of the Company’s fiscal December each year or more frequently if events occur or circumstances change indicating that the fair value of the goodwill may be below its carrying amount. The Company has four reporting units. The Company uses an income-based approach to determine the fair value of the reporting units. This approach uses a discounted cash flow methodology and the ability of our reporting units to generate cash flows as measures of fair value of our reporting units. During the year ended December 31, 2021, the Company completed its annual impairment test of goodwill. The Company performed the qualitative assessment as permitted by ASC 350-20 and determined for three of its reporting units that the fair value of those reporting units was more likely than not greater than their carrying value, including Goodwill. However, based on this qualitative assessment, the Company determined that the carrying value of the Seller’s Choice reporting unit was more likely than not greater than its carrying value, including Goodwill. Based on completion of the annual impairment test, the Company recorded an impairment charge of $1,035,795 for goodwill. The following table sets forth a summary of the changes in goodwill for the years ended December 31, 2020 and 2021. For the Total As of January 1, 2020 and 2021 $ 1,035,795 Goodwill acquired in a business combination 1,374,835 Impairment of goodwill (1,035,795 ) As of December 31, 2021 1,374,835 Investments Marketable securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities and are reported at fair value, with unrealized gains and losses recognized in earnings. Debt securities not classified as held-to-maturity or as trading are classified as available-for-sale, and are carried at fair market value, with the unrealized gains and losses, net of tax, included in the determination of comprehensive income and reported in stockholders’ equity. The Company accounts for its investments in available-for-sale debt securities, in accordance with sub-topic 320-10 of the FASB ASC (“Sub-Topic 320-10”). Accrued interest on these securities is included in fair value and amortized cost. Pursuant to Paragraph 320-10-35, investments in debt securities that are classified as available for sale shall be measured subsequently at fair value in the statement of financial position. Unrealized holding gains and losses for available-for-sale securities (including those classified as current assets) shall be excluded from earnings and reported in other comprehensive income until realized. The Company follows FASB ASC 320-10-35 to assess whether an investment in debt securities is impaired in each reporting period. An investment in debt securities is impaired if the fair value of the investment is less than its amortized cost. If the Company intends to sell the debt security (that is, it has decided to sell the security), an other-than-temporary impairment shall be considered to have occurred. If the Company more likely than not will be required to sell the security before recovery of its amortized cost basis or it otherwise does not expect to recover the entire amortized cost basis of the security, an other-than-temporary impairment shall be considered to have occurred. The Company considers the expected cash flows from the investment based on reasonable and supportable forecasts as well as several other factors to estimate whether a credit loss exists. If the Company intends to sell the security or more likely than not will be required to sell the security before recovery of its amortized cost basis less any current-period credit loss, the other-than-temporary impairment shall be recognized in earnings equal to the entire difference between the investment’s amortized cost basis and its fair value at the balance sheet date. The following table sets forth a summary of the changes in marketable securities - available-for-sale debt securities that are measured at fair value on a recurring basis: For the Total As of January 1, 2020 - Purchase of marketable securities $ 210,000 Interest due at maturity 4,829 Other than temporary impairment (50,000 ) Conversion of marketable securities (102,096 ) As of December 31, 2020 62,733 Purchase of marketable securities - Interest due at maturity - Other than temporary impairment (62,733 ) Conversion of marketable securities - December 31, 2021 $ - We invest in debt securities. Our investments in debt securities are subject to interest rate risk. To minimize the exposure due to an adverse shift in interest rates, we invest in securities with maturities of two years or less and maintain a weighted average maturity of one year or less. As of December 31, 2021, all of our investments had maturities between one and three years. The marketable debt security investments are evaluated for impairment if events or circumstances arise that indicate that the carrying amount of such assets may not be recoverable. During the years ended December 31, 2021 and 2020, the Company recognized a $62,733 and $50,000 respectively from the impairment of the debt security. The following table sets forth a summary of the changes in equity investments, at cost that are measured at fair value on a non-recurring basis: For the Total As of January 1, 2020 $ - Purchase of equity investments 115,000 Conversion of marketable securities 102,096 As of December 31, 2020 217,096 Purchase of equity investments 150,000 Other than temporary impairment (102,096 ) Conversion to equity method investments (215,000 ) As of December 31, 2021 $ 50,000 The Company has elected to measure its equity securities without a readily determinable fair value at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. An election to measure an equity security in accordance with this paragraph shall be made for each investment separately. The Company performed a qualitative assessment considering impairment indicators to evaluate whether these investments were impaired. Impairment indicators that the Company considered included the following: a) a significant deterioration in the earnings performance, credit rating, asset quality or business prospects of the investee; b) a significant adverse change in the regulatory, economic or technology environment of the investee; c) a significant adverse change in the general market condition of either the geographical area or the industry in which the investee operates; d) a bona fide offer to purchase or an offer by the investee to sell the investment; e) factors that raise significant concerns about the investee’s ability to continue as a going concern. During the year ended December 31, 2021 the Company recognized a $102,096 impairment of the equity security. Equity Method Investments Investments in unconsolidated entities over which we have significant influence are accounted for under the equity method of accounting. Under the equity method of accounting, the Company does not consolidate the investment’s financial statements within its consolidated financial statements. Equity method investments are initially recorded at cost, then our proportional share of the underlying net income or loss is recorded as equity in net loss from equity method investments in our statement of operations, with a corresponding increase or decrease to the carrying value of the investment. Distributions received from the investee reduce our carrying value of the investment and are recorded in the consolidated statements of cash flows using the cumulative earnings approach. These investments are evaluated for impairment if events or circumstances arise that indicate that the carrying amount of such assets may not be recoverable. There were indicators of impairment related to our equity method investments for the year ended December 31, 2021. During the year ended December 31, 2021, the Company recorded an impairment charge of $487,365 for investments. Commitments and Contingencies The Company follows subtopic 450-20 of the FASB ASC to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Foreign Currency Foreign currency denominated assets and liabilities are translated into U.S. dollars using the exchange rates in effect at our Consolidated Balance Sheet dates. Results of operations and cash flows are translated using the average exchange rates throughout the periods. The effect of exchange rate fluctuations on the translation of assets and liabilities is included as a component of stockholders’ equity in accumulated other comprehensive income. Gains and losses from foreign currency transactions, which are included in operating expenses, have not been significant in any period presented. Derivative Liability The Company evaluates its debt and equity issuances to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 815-10-05-4 and Section 815-40-25 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statement of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then the related fair value is reclassified to equity. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date. The Company adopted Section 815-40-15 of the FASB Accounting Standards Codification (“Section 815-40-15”) to determine whether an instrument (or an embedded feature) is indexed to the Company’s own stock. Section 815-40-15 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions. The Company changed its method of accounting for the debt and warrants through the early adoption of ASU 2017-11 during the three months ended December 31, 2017, on a retrospective basis. The Company utilizes a Monte Carlo simulation model for the make whole feature and a binomial option model for convertible notes that have an option to convert at a variable number of shares to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The inputs utilized in the application of the Monte Carlo model included a starting stock price, an expected term of each debenture remaining from the valuation date to maturity, an estimated volatility, drift, and a risk-free rate. The inputs utilized in the application of the Binomial model included a stock price on valuation date, an expected term of each debenture remaining from the valuation date to maturity, an estimated volatility, and a risk-free rate. The Company records the change in the fair value of the derivative as other income or expense in the consolidated statements of operations. Shipping and Handling Costs The Company classifies freight billed to customers as sales revenue and the related freight costs as cost or revenue. Revenue Recognition Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We determine revenue recognition through the following steps: ● identification of the contract, or contracts, with a customer; ● identification of the performance obligations in the contract; ● determination of the transaction price. The transaction price for any given subscriber could decrease based on any payments made to that subscriber. A subscriber may be eligible for payment through one or more of the monetization features offered to Vocal creators, including earnings through reads (on a cost per mile basis) and cash prizes offered to Challenge winners; ● allocation of the transaction price to the performance obligations in the contract; and ● recognition of revenue when, or as, we satisfy a performance obligation. Revenue disaggregated by revenue source for the years ended December 31, 2021 and 2020 consists of the following: Years Ended December 31, 2021 2020 Agency (Managed Services, Branded Content, & Talent Management Services) $ 2,256,546 $ 1,100,199 Platform (Creator Subscriptions) 1,926,135 70,623 Ecommerce (Tangible products) 90,433 - Affiliate Sales 26,453 33,748 Other Revenue 150 8,300 $ 4,299,717 $ 1,212,870 The Company utilizes the output method to measures the results achieved and value transferred to a customer over time. Timing of revenue recognition for the years ended December 31, 2021 and 2020 consists of the following: Years Ended December 31, 2021 2020 Products and services transferred over time $ 4,182,681 $ 1,100,199 Products and services transferred at a point in time 117,036 112,671 $ 4,299,717 $ 1,212,870 Agency Revenue Managed Services The Company provides Studio/Agency Service offerings to business-to-business (B2B) and business-to-consumer (B2C) product and service brands which encompasses a full range of digital marketing and e-commerce solutions. The Company’s services include the setup and ongoing management of clients’ websites, Amazon and Shopify storefronts and listings, social media pages, search engine marketing, and other various tools and sales channels utilized by e-commerce sellers for sales and growth optimization. Contracts are broken into three categories: Partners, Monthly Services, and Projects. Contract amounts for Partner and Monthly Services clients range from approximately $500-$7,500 per month while Project amounts vary depending on the scope of work. Partner and Monthly clients are billed monthly for the work completed within that month. Partner Clients may or may not have an additional billing component referred to as Sales Performance Fee, which is a fee based upon a previously agreed upon percentage point of the client’s total sales for the month. Some Partners may also have projects within their contracts that get billed and recognized as agreed upon project milestones are achieved. Revenue is recognized over time as service obligations and milestones in the contract are met. Branded Content Branded content represents the revenue recognized from the Company’s obligation to create and publish branded articles and/or branded challenges for clients on the Vocal platform and promote said stories, tracking engagement for the client. In the case of branded articles, the performance obligation is satisfied when the Company successfully publishes the articles on its platform and meets any required promotional milestones as per the contract. In the case of branded challenges, the performance obligation is satisfied when the Company successfully closes the challenge and winners have been announced. The Company utilizes the completed contract method when revenue is recognized over time as the services are performed and any required milestones are met. Certain contracts contain separate milestones whereas the Company separates its performance obligations and utilizes the stand-alone selling price method and residual method to determine the estimate of the allocation of the transaction price. Below are the significant components of a typical agreement pertaining to branded content revenue: ● The Company collects fixed fees ranging from $10,000 to $110,000, with branded challenges ranging from $10,000 to $25,000 and branded articles ranging from $2,500 to $7,500 per article. ● Branded articles are created and published, and challenges are completed, within three months of the signed agreement, or as previously negotiated with the client. ● Branded articles and challenges are promoted per the contract and engagement reports are provided to the client. ● Most contracts include provisions for clients to acquire content rights at the end of the campaign for a flat fee. Talent Management Services Talent Management represents the revenue recognized by WHE Agency, Inc. (“WHE”) from the Company’s obligation to manage and oversee influencer-led campaigns from the contract negotiation stage through content creation and publication. WHE acts in an agent capacity for influencers and collects a management fee of 20% of the value of an influencer’s contract with a brand. Revenue is recognized net of the 80% of the contract that is collected by the influencer and is recognized when performance obligations of the contract are met. Performance obligations are complete when milestones and deliverables of contracts are delivered to the client. Below are the significant components of a typical agreement pertaining to ta |
Going Concern
Going Concern | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Going Concern [Abstract] | ||
Going Concern | Note 3 – Going Concern The Company’s condensed consolidated financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in the condensed consolidated financial statements, as of September 30, 2022, the Company had an accumulated deficit of $133.8 million, a net loss of $25.1 million and net cash used in operating activities of $13.9 million for the reporting period then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements. On January 30, 2020, the World Health Organization declared the COVID-19 novel coronavirus outbreak a “Public Health Emergency of International Concern” and on March 10, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of the coronavirus include restrictions on travel, and quarantines in certain areas, and forced closures for certain types of public places and businesses. The COVID-19 coronavirus and actions taken to mitigate it have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company operates. While it is unknown how long these conditions will last and what the complete financial impact will be to the Company, capital raising efforts and our operations may be negatively affected. The Company is attempting to further implement its business plan and generate sufficient revenues; however, its cash position may not be sufficient to support its daily operations. While the Company believes in the viability of its strategy to further implement its business plan and generate sufficient revenues and in its ability to raise additional funds by way of a public or private offering of its debt or equity securities, there can be no assurance that it will be able to do so on reasonable terms, or at all. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenues and its ability to raise additional funds by way of a public or private offering. The condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. | Note 3 – Going Concern The Company’s consolidated financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in the consolidated financial statements, as of December 31, 2021, the Company had an accumulated deficit of $109.6 million, a net loss of $37.3 million and net cash used in operating activities of $21.1 million for the reporting period then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements. On January 30, 2020, the World Health Organization declared the COVID-19 novel coronavirus outbreak a “Public Health Emergency of International Concern” and on March 10, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of the coronavirus include restrictions on travel, and quarantines in certain areas, and forced closures for certain types of public places and businesses. The COVID-19 coronavirus and actions taken to mitigate it have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company operates. While it is unknown how long these conditions will last and what the complete financial impact will be to the Company, capital raising efforts and our operations may be negatively affected. The Company is attempting to further implement its business plan and generate sufficient revenues; however, its cash position may not be sufficient to support its daily operations. While the Company believes in the viability of its strategy to further implement its business plan and generate sufficient revenues and in its ability to raise additional funds by way of a public or private offering of its debt or equity securities, there can be no assurance that it will be able to do so on reasonable terms, or at all. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenues and its ability to raise additional funds by way of a public or private offering. The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Inventory
Inventory | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | ||
Inventory | Note 4 – Inventory Inventory was comprised of the following at September 30, 2022 and December 31, 2021: September 30, December 31, Raw Materials $ 82,834 $ - Packaging 78,799 2,907 Finished goods 717,417 103,496 $ 879,050 $ 106,403 | Note 4 – Inventory Inventory was comprised of the following at December 31, 2021: December 31, 2021 Packaging $ 2,907 Finished goods 103,496 $ 106,403 |
Property and Equipment
Property and Equipment | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Property and Equipment | Note 5 – Property and Equipment Property and equipment stated at cost, less accumulated depreciation, consisted of the following: September 30, December 31, Computer Equipment $ 447,342 $ 353,880 Furniture and Fixtures 184,524 102,416 Leasehold Improvements 47,616 11,457 679,482 467,753 Less: Accumulated Depreciation (430,519 ) (364,814 ) $ 248,963 $ 102,939 Depreciation expense was $43,546 and $10,047 for the three months ended September 30, 2022 and 2021, respectively. Depreciation expense was $67,951 and $30,141 for the nine months ended September 30, 2022 and 2021, respectively. | Note 5 – Property and Equipment Property and equipment stated at cost, less accumulated depreciation and amortization, consisted of the following: December 31, December 31, Computer Equipment $ 353,880 $ 284,928 Furniture and Fixtures 102,416 86,888 Leasehold Improvements 11,457 - 467,753 371,816 Less: Accumulated Depreciation (364,814 ) (315,558 ) $ 102,939 $ 56,258 Depreciation expense was $49,254 and $31,094 for the year ended December 31, 2021 and 2020, respectively. |
Notes Payable
Notes Payable | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Notes Payable [Abstract] | ||
Notes Payable | Note 6 – Notes Payable Notes payable as of September 30, 2022 and December 31, 2021 is as follows: Outstanding September 30, December 31, Interest Maturity Seller’s Choice Note $ - $ 660,000 30 % September 2020 The April 2020 PPP Loan Agreement 198,577 198,577 1 % May 2022 The First December 2021 Loan Agreement 47,990 185,655 10 % June 2023 The Second December 2021 Loan Agreement - 313,979 14 % June 2022 First Denver Bodega LLC Loan 44,008 - 5 % March 2025 The Third May 2022 Loan Agreement 16,169 - - % November 2022 The Fourth May 2022 Loan Agreement 30,558 - - % November 2022 The First August 2022 Loan Agreement 129,634 - 14 % November 2022 The Second August 2022 Loan Agreement 646,100 - - % January 2023 The First September 2022 Loan Agreement 87,884 - - % September 2023 The Second September 2022 Loan Agreement 848,625 - - % May 2023 The Third September 2022 Loan Agreement 351,964 - - % April 2023 2,401,509 1,358,211 Less: Debt Discount (614,410 ) (15,547 ) Less: Debt Issuance Costs - - 1,787,099 1,342,664 Less: Current Debt (1,758,179 ) (1,278,672 ) Total Long-Term Debt $ 28,920 $ 63,992 Seller’s Choice Note On September 11, 2019, the Company entered into Seller’s Choice Purchase Agreement with Home Revolution LLC. As a part of the consideration provided pursuant to the Seller’s Choice Acquisition, the Company issued the Seller’s Choice Note to the Seller in the principal amount of $660,000. The Seller’s Choice Note bears interest at a rate of 9.5% per annum and is payable on March 11, 2020 (the “Seller’s Choice Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts become due. Upon maturity the Company utilized an automatic extension up to 6 months. This resulted in a 5% increase in the interest rate every month the Seller’s Choice Note is outstanding. As of December 31, 2021, the Company was in default on the Seller’s Choice note. On March 3, 2022, after substantial motion practice, Creatd successfully settled the dispute with Home Revolution, LLC for a total of $799,000, which includes $660,000 of note principal and $139,000 of accrued interest. The matter has been dismissed. As part of the settlement the Company recorded a Gain on extinguishment of debt of $147,256. The April 2020 PPP Loan Agreement On April 30, 2020, the Company was granted a loan with a principal amount of $282,432 (the “Loan”), pursuant to the Paycheck Protection Program (the “PPP”) under Division A, Title I of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which was enacted on March 27, 2020. The Loan, which was in the form of a Note dated April 30, 2020, matures on April 30, 2022, and bears interest at a fixed rate of 1.00% per annum, payable monthly commencing on October 30, 2020. The Note may be prepaid by the Company at any time prior to maturity without payment of any premium. Funds from the Loan may only be used to retain workers and maintain payroll or make mortgage payments, lease payments and utility payments. During the nine months ended September 30, 2022, the Company accrued interest of $4,815. The Company is in the process of returning the funds received from the Loan. As of September 30, 2022, the Loan is in default, and the lender may require immediate payment of all amounts owed under the Loan or file suit and obtain judgment. The First December 2021 Loan Agreement On December 3, 2021, the Company entered into a loan agreement (the “First December 2021 Loan Agreement”) with a lender (the “First December 2021 Lender”) whereby the First December 2021 Lender issued the Company a promissory note of $191,975 (the “First December 2021 Note”). Pursuant to the First December 2021 Loan Agreement, the First December 2021 Note has an effective interest rate of 9%. The maturity date of the First December 2021 Note is June 3, 2023 (the “First December 2021 Maturity Date”), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the First December 2021 Note are due. During the nine months ended September 30, 2022, the Company repaid $137,665 in principal. The Second December 2021 Loan Agreement On December 14, 2021, the Company entered into a secured loan agreement (the “Second December 2021 Loan Agreement”) with a lender (the “Second December 2021 Lender”), whereby the Second December 2021 Lender issued the Company a secured promissory note of $438,096 AUD or $329,127 United States Dollars (the “Second December 2021 Note”). Pursuant to the Second December 2021 Loan Agreement, the Second December 2021 Note has an effective interest rate of 14%. The maturity date of the Second December 2021 Note is June 30, 2022 (the “Second December 2021 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Second December 2021 Loan Agreement are due. The Company has the option to extend the Maturity date by 60 days. The loan is secured by the Australian research & development credit. During the nine months ended September 30, 2022, the Company accrued $22,287 in interest. As of the date of this filing the Company has exercised its option to extend the maturity date to August 29, 2022. During the nine months ended September 30, 2022, the Company repaid $293,499 of principal and $26,115 of interest. The First February 2022 Loan Agreement On February 22, 2022, the Company entered into a secured loan agreement (the “First February 2022 Loan Agreement”) with a lender (the “First February 2022 Lender”), whereby the First February 2022 Lender issued the Company a secured promissory note of $222,540 AUD or $159,223 United States Dollars (the “First February 2022 Note”). Pursuant to the First February 2022 Loan Agreement, the First February 2022 Note has an effective interest rate of 14%. The maturity date of the First February 2022 Note is June 30, 2022 (the “First February 2022 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the First February 2022 Loan Agreement are due. The Company has the option to extend the Maturity date by 60 days. The loan is secured by the Australian research & development credit. During the nine months ended September 30, 2022, the Company accrued $8,120 in interest. As of the date of this filing the Company has exercised its option to extend the maturity date to August 29, 2022. During the nine months ended September 30, 2022, the Company repaid $149,089 of principal and $8,120 of interest. Denver Bodega LLC Notes payable On March 7, 2022, The Company acquired five note payable agreements from the acquisition of Denver Bodega LLC. See note 12. The total liabilities of these notes amounted to $293,888. During the nine months ended September 30, 2022, the Company repaid $249,880. As of September 30, 2022, the Company has one note outstanding. This note has a principal balance of $44,088, bears interest at 5%, and requires 36 monthly payments of $1,496. The First May 2022 Loan Agreement On May 9, 2022, the Company entered into a loan agreement (the “First May 2022 Loan Agreement”) with a lender (the “First May 2022 Lender”), whereby the First May 2022 Lender issued the Company a promissory note of $693,500 (the “First May 2022 Note”). The Company received cash proceeds of $455,924. Pursuant to the First May 2022 Loan Agreement, the First May 2022 Note has an effective interest rate of 143%. The maturity date of the First May 2022 Note is December 18, 2022 (the “First May 2022 Maturity Date”). The Company is required to make weekly payment of $21,673. The First May 2022 Note is secured by officers of the Company. The Company recorded a $237,576 debt discount relating to an original issue discount. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost. During the nine months ended September 30, 2022, the Company repaid $390,114 in principal. On September 22, 2022, the Company and the First May 2022 Lender entered into an exchange agreement whereas both parties agreed to roll the remaining $303,386 in the Second September 2022 Loan Agreement. Since the PV cashflows of the new and old debt were more than 10% differences the company used extinguishment accounting. As part of the agreement the Company recognized $33,115 as loss on extinguishment of debt due to the remaining debt discount on the First May 2022 Loan Agreement. The Second May 2022 Loan Agreement On May 9, 2022, the Company entered into a loan agreement (the “Second May 2022 Loan Agreement”) with a lender (the “Second May 2022 Lender”), whereby the Second May 2022 Lender issued the Company a promissory note of $401,500 (the “Second May 2022 Note”). The Company received cash proceeds of $263,815. Pursuant to the Second May 2022 Loan Agreement, the Second May 2022 Note has an effective interest rate of 162 %. The maturity date of the Second May 2022 Note is November 20, 2022 (the “Second May 2022 Maturity Date”). The Company is required to make weekly payment of $14,339. The Second May 2022 Note is secured by officers of the Company. The Company recorded a $137,685 debt discount relating to an original issue discount. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost. During the nine months ended September 30, 2022, the Company repaid $272,447 in principal. On September 23, 2022, the Company and the Second May 2022 Lender entered into an exchange agreement whereas both parties agreed to roll the remaining $129,053 in the Third September 2022 Loan Agreement. Since the PV cashflows of the new and old debt were more than 10% differences the company used extinguishment accounting. As part of the agreement the Company recognized $3,905 as loss on extinguishment of debt due to the remaining debt discount on the Second May 2022 Loan Agreement. The Third May 2022 Loan Agreement On May 25, 2022, the Company entered into a loan agreement (the “Third May 2022 Loan Agreement”) with a lender (the “Third May 2022 Lender”), whereby the Third May 2022 Lender issued the Company a promissory note of $27,604 (the “Third May 2022 Note”). Pursuant to the Third May 2022 Loan Agreement, the Third May 2022 Note has an effective interest rate of 20%. The maturity date of the Third May 2022 Note is November 23, 2022 (the “Third May 2022 Maturity Date”). The Company is required to make monthly payments of $3,067. During the nine months ended September 30, 2022, the Company repaid $11,435 in principal. The Fourth May 2022 Loan Agreement On May 26, 2022, the Company entered into a loan agreement (the “Fourth May 2022 Loan Agreement”) with a lender (the “Fourth May 2022 Lender”), whereby the Fourth May 2022 Lender issued the Company a promissory note of $40,000 (the “Fourth May 2022 Note”). Pursuant to the Fourth May 2022 Loan Agreement, the Fourth May 2022 Note has an effective interest rate of 17%. The maturity date of the Fourth May 2022 Note is November 23, 2022 (the “Fourth May 2022 Maturity Date”). During the nine months ended September 30, 2022, the Company repaid $9,442 in principal. The June 2022 Loan Agreement On June 17, 2022, the Company entered into a loan agreement (the “June 2022 Loan Agreement”) with a lender (the “June 2022 Lender”), whereby the June 2022 Lender issued the Company a promissory note of $568,000 (the “June 2022 Note”). The Company received cash proceeds of $378,000. Pursuant to the June 2022 Loan Agreement, the June 2022 Note has an effective interest rate of 217%. The maturity date of the June 2022 Note is November 4, 2022 (the “June 2022 Maturity Date”). The Company is required to make weekly payment of $28,400. The June 2022 Note is secured by officers of the Company. The Company recorded a $190,000 debt discount relating to an original issue discount. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost. During the nine months ended September 30, 2022, the Company repaid $255,600 in principal. On August 19, 2022, the Company and the June 2022 Lender entered into an exchange agreement whereas both parties agreed to roll the remaining $312,400 in the Third September 2022 Loan Agreement. Since the PV cashflows of the new and old debt were more than 10% differences the company used extinguishment accounting. As part of the agreement the Company recognized $66,749 as loss on extinguishment of debt due to the remaining debt discount on the Second May 2022 Loan Agreement. The First August 2022 Loan Agreement On August 18, 2022, the Company entered into a secured loan agreement (the “First August 2022 Loan Agreement”) with a lender (the “First August 2022 Lender”), whereby the First August 2022 Lender issued the Company a secured promissory note of $193,500 AUD or $129,634 United States Dollars (the “First August 2022 Note”). Pursuant to the First August 2022 Loan Agreement, the First August 2022 Note has an effective interest rate of 14%. The maturity date of the First August 2022 Note is June 30, 2023 (the “First August 2022 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the First August 2022 Loan Agreement are due. The Company has the option to extend the Maturity date by 60 days. The loan is secured by the Australian research & development credit. During the nine months ended September 30, 2022, the Company accrued $2,037 AUD in interest. The Second August 2022 Loan Agreement On August 19, 2022, the Company entered into a loan agreement (the “Second August 2022 Loan Agreement”) with a lender (the “Second August 2022 Lender”), whereby the Second August 2022 Lender issued the Company a promissory note of $923,000 (the “Second August 2022 Note”). The Company received cash proceeds of $300,100 and rolled the remaining $312,400 of principal from the June 2022 Loan Agreement. Pursuant to the Second August 2022 Loan Agreement, the Second August 2022 Note has an effective interest rate of 704%. The maturity date of the Second August 2022 Note is January 9, 2022 (the “Second August 2022 Maturity Date”). The Company is required to make weekly payment of $46,150. The Second August 2022 Note is secured by officers of the Company. The Company recorded a $310,500 debt discount relating to an original issue discount. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost. During the nine months ended September 30, 2022, the Company repaid $276,900 in principal. The First September 2022 Loan Agreement On September 1, 2022, the Company entered into a loan agreement (the “First September 2022 Loan Agreement”) with a lender (the “First September 2022 Lender”), whereby the First September 2022 Lender issued the Company a promissory note of $87,884 (the “First September 2022 Note”). Pursuant to the First September 2022 Loan Agreement, the First September 2022 Note has an effective interest rate of 13%. The maturity date of the First September 2022 Note is September 1, 2023 (the “First September 2022 Maturity Date”). During the nine months ended September 30, 2022, the Company repaid $0 in principal. The Second September 2022 Loan Agreement On September 22, 2022, the Company entered into a loan agreement (the “Second September 2022 Loan Agreement”) with a lender (the “Second September 2022 Lender”), whereby the Second September 2022 Lender issued the Company a promissory note of $876,000 (the “Second September 2022 Note”). The Company received cash proceeds of $272,614 and rolled the remaining $303,386 of principal from the First May 2022 Loan Agreement. Pursuant to the Second September 2022 Loan Agreement, the Second September 2022 Note has an effective interest rate of 475%. The maturity date of the Second September 2022 Note is May 5, 2023 (the “Second September 2022 Maturity Date”). The Company is required to make weekly payment of $27,375. The Second September 2022 Note is secured by officers of the Company. The Company recorded a $300,000 debt discount relating to an original issue discount. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost. During the nine months ended September 30, 2022, the Company repaid $27,375 in principal. The Third September 2022 Loan Agreement On September 22, 2022, the Company entered into a loan agreement (the “Third September 2022 Loan Agreement”) with a lender (the “Third September 2022 Lender”), whereby the Third September 2022 Lender issued the Company a promissory note of $365,000 (the “Third September 2022 Note”). The Company received cash proceeds of $110,762 and rolled the remaining $129,053 of principal from the Second May 2022 Loan Agreement. Pursuant to the Third September 2022 Loan Agreement, the Third September 2022 Note has an effective interest rate of 556%. The maturity date of the Third September 2022 Note is May 5, 2023 (the “Second September 2022 Maturity Date”). The Company is required to make weekly payment of $13,036. The Third September 2022 Note is secured by officers of the Company. The Company recorded a $300,000 debt discount relating to an original issue discount. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost. During the nine months ended September 30, 2022, the Company repaid $13,036 in principal. | Note 8 – Notes Payable Notes payable as of December 31, 2021 and 2020 is as follows: Outstanding Principal as of December 31, December 31, Interest Maturity Seller’s Choice Note $ 660,000 $ 660,000 30 % September 2020 The May 2020 PPP Loan Agreement - 412,500 1 % April 2022 The April 2020 PPP Loan Agreement 198,577 282,432 1 % May 2022 The October 2020 Loan Agreement - 55,928 14 % July 2021 The November 2020 Loan Agreement - 23,716 14 % May 2021 The February 2021 Loan Agreement - - 14 % July 2021 The July 2021 Loan Agreement - - 10 % October 2022 The First December 2021 Loan Agreement 185,655 - 10 % June 2023 The Second December 2021 Loan Agreement 313,979 - 14 % June 2022 1,358,211 1,434,576 Less: Debt Discount (15,547 ) - Less: Debt Issuance Costs - - 1,342,664 1,434,576 Less: Current Debt (1,278,672 ) (1,221,539 ) Total Long-Term Debt $ 63,992 $ 213,037 Seller’s Choice Note On September 11, 2019, the Company entered into Seller’s Choice Purchase Agreement with Home Revolution LLC. As a part of the consideration provided pursuant to the Seller’s Choice Acquisition, the Company issued the Seller’s Choice Note to the Seller in the principal amount of $660,000. The Seller’s Choice Note bears interest at a rate of 9.5% per annum and is payable on March 11, 2020 (the “Seller’s Choice Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts become due. Upon maturity the Company utilized an automatic extension up to 6 months. This resulted in a 5% increase in the interest rate every month the Seller’s Choice Note is outstanding. As of December 31, 2021, the Company is in default on the Seller’s Choice note. During the year ended December 31, 2021, the Company accrued interest of $198,000. On March 3, 2022, the Company settled the Seller’s Choice Note for a cash payment of $799,000. The First March 2020 Loan Agreement On March 23, 2020, the Company entered into a loan agreement (the “First March 2020 Loan Agreement”) with an individual (the “First March 2020 Lender”) whereby the First March 2020 Lender issued the Company a promissory note of $11,000 (the “First March 2020 Note”). Pursuant to the First March 2020 Loan Agreement, the First March 2020 Note has an effective interest rate of 25%. The maturity date of the First March 2020 Note was September 23, 2020 (the “First March 2020 Maturity Date”), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the First March 2020 Note were due. During the year ended December 31, 2020, the Company repaid $11,000 in principal and $2,695 in interest. The Second March 2020 Loan Agreement On March 26, 2020, the Company entered into a loan agreement (the “Second March 2020 Loan Agreement”) with an individual (the “Second March 2020 Lender”), whereby the Second March 2020 Lender issued the Company a promissory note of $17,000 (the “Second March 2020 Note”). Pursuant to the Second March 2020 Loan Agreement, the Second March 2020 Note has an effective interest rate of 19%. The maturity date of the Second March 2020 Note was September 17, 2020 (the “Second March 2020 Maturity Date”), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Second March 2020 Note were due. During the year ended December 31, 2020, the Company repaid $17,000 in principal and $1,398 in interest. The April 2020 PPP Loan Agreement On April 30, 2020, the Company was granted a loan with a principal amount of $282,432 (the “Loan”), pursuant to the Paycheck Protection Program (the “PPP”) under Division A, Title I of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which was enacted on March 27, 2020. The Loan, which was in the form of a Note dated April 30, 2020, matures on April 30, 2022, and bears interest at a fixed rate of 1.00% per annum, payable monthly commencing on October 30, 2020. The Note may be prepaid by the Company at any time prior to maturity without payment of any premium. Funds from the Loan may only be used to retain workers and maintain payroll or make mortgage payments, lease payments and utility payments. During the year ended December 31, 2021, the Company accrued interest of $1,637. During the year ended December 31, 2021, the Company repaid $83,855 in principal. The Company is in the process of returning the funds received from the Loan. When the applications for PPP first opened up, there was limited available funding and much confusion surrounding the application process. The Company initially submitted its application for the May 2020 PPP Loan in early April but received no response in the aftermath of submitting the application. After consulting multiple advisors, the Company made the decision to apply elsewhere, due to the rampant media coverage of institutions running out of funding and the Company’s need for the capital and belief that if 2 separate loans were approved, the remaining application could simply be withdrawn. Therefore, in late April, the company proceeded with applying for the April 2020 PPP Loan. After some conflicting communications regarding acceptance, the Company attempted to contact the lender to clarify but got no response. After continued attempts to follow up with both lenders, the Company received approval for the May 2020 PPP Loan and funding for the April 2020 PPP Loan on the same day, followed the next day by the funding of the May 2020 PPP Loan. The Company immediately separated the funds for the April 2020 PPP Loan into a separate reserved bank account with the intention of returning the funds. However, after several attempts to contact the lender with no response, the Company was faced with difficulty raising funds in the early-Covid economy and made the decision to utilize the funds for operations and pursue an installment repayment plan when they were able to reach the lender. As of the date of this filing, the Company has begun making repayments on the loan, absent a formal installment agreement due to difficulties reaching the lender. As each company is only permitted one loan under the CARES Act, there is a possibility the loan may be called by the SBA and the Company would have to repay the loan in full at such time. The May 2020 PPP Loan Agreement On May 4, 2020, Jerrick Ventures, LLC (“Jerrick Ventures”), the Company’s wholly-owned subsidiary, was granted a loan from PNC Bank, N.A. with a principal amount of $412,500, pursuant to the Paycheck Protection Program (the “PPP”). The Loan, which was in the form of a Note dated May 4, 2020, matures on May 4, 2022, and bears interest at a fixed rate of 1.00% per annum, payable monthly commencing on November 4, 2020. The Note may be prepaid by Jerrick Ventures at any time prior to maturity without payment of any premium. Funds from the Loan may only be used to retain workers and maintain payroll or make mortgage payments, lease payments and utility payments. Jerrick Ventures intends to use the entire Loan amount for qualifying expenses. Under the terms of the PPP, certain amounts of the Loan may be forgiven if they are used for qualifying expenses as described in the CARES Act. During the year ended December 31, 2021, the Company accrued interest of $396. During the year ended December 31, 2021, the Company repaid $136,597 in principal and was forgiven $275,903 of principal and $3,119 of accrued interest. The June 2020 Loan Agreement On June 30, 2020, the Company entered into a loan agreement (the “June 2020 Loan Agreement”) with a banking institution (the “June 2020 Lender”), whereby the June 2020 Lender issued the Company a promissory note of A$510,649 Australian dollar (“AUD”) or $351,692 United States Dollar (the “June 2020 Note”). Pursuant to the June 2020 Loan Agreement, the June 2020 Note has an effective interest rate of 15%. The maturity date of the June 2020 Note was July 31, 2020 (the “June 2020 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the June 2020 Note were due in AUD currency. This loan was secured by the Australian research & development credit. During the year ended December 31, 2020 the Company repaid A$510,649 in principal and A$14,814 in interest. The October 2020 Loan Agreement On October 6, 2020, the Company entered into a secured loan agreement (the “October 2020 Loan Agreement”) with a lender (the “October 2020 Lender”), whereby the October 2020 Lender issued the Company a secured promissory note of $74,300 AUD or $54,412 United States Dollars (the “October 2020 Note”). Pursuant to the October 2020 Loan Agreement, the October 2020 Note has an effective interest rate of 14%. The maturity date of the October 2020 Note is September 30, 2021 (the “October 2020 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the October 2020 Loan Agreement are due. The loan is secured by the Australian research & development credit. During the year ended December 31, 2021, the Company accrued $4,850 AUD in interest. During the year ended December 31, 2021, the Company’s repaid $111,683 in principal and $6,408 in interest from our R&D tax credit receivable. The November 2020 Loan Agreement On November 24, 2020, the Company entered into a loan agreement (the “November 2020 Loan Agreement”) with a lender (the “November 2020 Lender”) whereby the November 2020 Lender issued the Company a promissory note of $34,000 (the “November 2020 Note”). Pursuant to the November 2020 Loan Agreement, the November 2020 Note has an effective interest rate of 14%. The maturity date of the November 2020 Note is May 25, 2021 (the “November 2020 Maturity Date”), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the November 2020 Note are due. During the year ended December 31, 2020, the Company repaid $10,284 in principal. During the year ended December 31, 2021, the Company repaid $23,716 in principal and $4,736 of accrued interest. The February 2021 Loan Agreement On February 24, 2021, the Company entered into a secured loan agreement (the “February 2021 Loan Agreement”) with a lender (the “February 2021 Lender”), whereby the February 2021 Lender issued the Company a secured promissory note of $111,683 AUD or $81,789 United States Dollars (the “February 2021 Note”). Pursuant to the February 2021 Loan Agreement, the February 2021 Note has an effective interest rate of 14%. The maturity date of the February 2021 Note is July 31, 2021 (the “February 2021 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the February 2021 Loan Agreement are due. The loan is secured by the Australian research & development credit. During the year ended December 31, 2021, the Company accrued $9,339 AUD in interest. The April 2021 Loan Agreement On April 9, 2021, the Company entered into a loan agreement (the “April 2021 Loan Agreement”) with a lender (the “April 2021 Lender”) whereby the April 2021 Lender issued the Company a promissory note of $128,110 (the “April 2021 Note”). Pursuant to the April 2021 Loan Agreement, the April 2021 Note has an effective interest rate of 11%. The maturity date of the April 2021 Note is October 8, 2022 (the “April 2021 Maturity Date”), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the April 2021 Note are due. During the year ended December 31, 2021, the Company repaid $92,140 in principal and converted $35,970 into the July 2021 Loan Agreement. As part of the conversion the Company recorded $8,341 as extinguishment expense. The July 2021 Loan Agreement On July 2, 2021, the Company entered into a loan agreement (the “July 2021 Loan Agreement”) with a lender (the “July 2021 Lender”) whereby the July 2021 Lender issued the Company a promissory note of $137,625 (the “July 2021 Note”). Pursuant to the July 2021 Loan Agreement, the July 2021 Note has an effective interest rate of 10%. The maturity date of the July 2021 Note is December 31, 2022 (the “July 2021 Maturity Date”), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the July 2021 Note are due. During the year ended December 31, 2021, the Company repaid $113,606 in principal and converted $24,019 into the Second December 2021 Loan. As part of the conversion the Company recorded $7,109 as extinguishment expense. The First December 2021 Loan Agreement On December 3, 2021, the Company entered into a loan agreement (the “First December 2021 Loan Agreement”) with a lender (the “First December 2021 Lender”) whereby the First December 2021 Lender issued the Company a promissory note of $191,975 (the “First December 2021 Note”). Pursuant to the First December 2021 Loan Agreement, the First December 2021 Note has an effective interest rate of 9%. The maturity date of the First December 2021 Note is June 3, 2023 (the “First December 2021 Maturity Date”), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the First December 2021 Note are due. During the year ended December 31, 2021, the Company repaid $6,320 in principal. The Second December 2021 Loan Agreement On December 14, 2021, the Company entered into a secured loan agreement (the “Second December 2021 Loan Agreement”) with a lender (the “Second December 2021 Lender”), whereby the Second December 2021 Lender issued the Company a secured promissory note of $438,096 AUD or $329,127 United States Dollars (the “Second December 2021 Note”). Pursuant to the Second December 2021 Loan Agreement, the Second December 2021 Note has an effective interest rate of 14%. The maturity date of the Second December 2021 Note is June 30, 2022 (the “Second December 2021 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Second December 2021 Loan Agreement are due. The loan is secured by the Australian research & development credit. During the year ended December 31, 2021, the Company accrued $2,857 AUD in interest. |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Convertible Notes Payable [Abstract] | ||
Convertible Notes Payable | Note 7 – Convertible Notes Payable Convertible notes payable as of September 30, 2022, is as follows: Outstanding Warrants granted September 30, 2022 Interest Rate Conversion Price Maturity Date Quantity Exercise Price The Second February 2022 Loan Agreement $ 112,613 11 % - (*) February-23 - - The May 2022 Convertible Loan Agreement 76,814 11 % - (*) May-23 - - The May 2022 Convertible Note Offering 4,090,000 18 % 2.00 (*) November-22 4,000,000 $3.00 – $6.00 The July 2022 Convertible Note Offering 2,150,000 18 % 2.00 (*) November-22 2,150,000 $3.00 – $6.00 6,429,427 Less: Debt Discount (360,854 ) Less: Debt Issuance Costs (5,648 ) 6,062,926 (*) As subject to adjustment as further outlined in the notes The July 2021 Convertible Loan Agreement On July 6, 2021, the Company entered into a loan agreement (the “July 2021 Loan Agreement”) with an individual (the “July 2021 Lender”), whereby the July 2021 Lender issued the Company a promissory note of $168,850 (the “July 2021 Note”). Pursuant to the July 2021 Loan Agreement, the July 2021 Note has interest of six percent (6%). The July 2021 Note matures on the first (12 th Upon default or 180 days after issuance the July 2021 Note is convertible into shares of the Company’s common stock, par value $0.001 per share (“Conversion Shares”) equal to 75% of average the lowest three trading prices of the Company’s common stock on the fifteen-trading day immediately preceding the date of the respective conversion. The Company recorded a $15,850 debt discount relating to an original issue discount and $3,000 of debt issuance costs related to fees paid to vendors relating to the offering. The debt discount and debt issuance costs are being accreted over the life of the note to accretion of debt discount and issuance cost. During the nine months ended September 30, 2022, the July 2021 Note became convertible. Due to the fact that these convertible notes have an option to convert at a variable amount, they are subject to derivative liability treatment. The Company has applied ASC 815, due to the potential for settlement in a variable quantity of shares. The conversion feature has been measured at fair value using a Binomial model at the conversion date. The conversion feature of July 2021 Note gave rise to a derivative liability of $100,532. The Company recorded this as a debt discount. The debt discount is charged to accretion of debt discount over the remaining term of the convertible note. During the nine months ended September 30, 2022, the note holder converted $168,850 of principal and $4,605 of interest into 109,435 shares of the Company’s common stock. The unamortized debt discount of $96,803 was recorded to extinguishment of debt due to conversion. The Second February 2022 Loan Agreement On February 22, 2022, the Company entered into a loan agreement (the “Second February 2022 Loan Agreement”) with a lender (the “Second February 2022 Lender”), whereby the Second February 2022 Lender issued the Company a promissory note of $337,163 (the “Second February 2022 Note”). Pursuant to the Second February 2022 Loan Agreement, the Second February 2022 Note has an interest rate of 11%. The maturity date of the Second February 2022 Note is February 22, 2023 (the “Second February 2022 Maturity Date”). The Company is required to make 10 monthly payments of $37,425. Upon default the May 2022 Note is convertible into shares of the Company’s common stock, par value $0.001 per share (“Conversion Shares”) equal to 75% of average the lowest three trading prices of the Company’s common stock on the ten-trading day immediately preceding the date of the respective conversion. The Company recorded a $37,163 debt discount relating to an original issue discount. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost. During the nine months ended September 30, 2022, the Company repaid $224,550 in principal. The May 2022 Convertible Loan Agreement On May 20, 2022, the Company entered into a loan agreement (the “May 2022 Loan Agreement”) with an individual (the “May 2022 Lender”), whereby the May 2022 Lender issued the Company a promissory note of $115,163 (the “July 2021 Note”). Pursuant to the Third May 2022 Loan Agreement, the Third May 2022 Note has an interest rate of 11%. The May 2022 Note matures on the first (12 th Upon default the May 2022 Note is convertible into shares of the Company’s common stock, par value $0.001 per share (“Conversion Shares”) equal to 75% of average the lowest three trading prices of the Company’s common stock on the ten-trading day immediately preceding the date of the respective conversion. The Company recorded a $15,163 debt discount relating to an original issue discount The debt discount and debt issuance costs are being accreted over the life of the note to accretion of debt discount and issuance cost. During the nine months ended September 30, 2022, the Company repaid $38,349 in principal. The May 2022 Convertible Note Offering During May of 2022, the Company conducted multiple closings of a private placement offering to accredited investors (the “May 2022 Convertible Note Offering”) of units of the Company’s securities by entering into subscription agreements with “accredited investors” (the “May 2022 Investors”) for aggregate gross proceeds of $4,000,000. The May 2022 convertible notes are convertible into shares of the Company’s common stock, par value $.001 per share at a conversion price of $2.00 per share. As additional consideration for entering in the May 2022 Convertible Note Offering, the Company issued 4,000,000 warrants of the Company’s common stock. The May 2022 Convertible Note matures on November 30, 2022. The Company recorded a $1,895,391 debt discount relating to 4,000,000 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of these notes to accretion of debt discount and issuance cost. The Company recorded a $399,964 debt discount relating to an original issue discount and $125,300 of debt issuance costs related to fees paid to vendors relating to the offering. The debt discount and debt issuance costs are being accreted over the life of the note to accretion of debt discount and issuance cost. On September 2, 2022, the Company went into default on these notes. As part of the default terms the Company owes 110% of the principal outstanding and the notes accrue interest at a rate of 18%. On September 15, 2022, the Company and six out of eight lenders May 2022 Investors agreed to forgive default interest and extend the maturity date to March 31, 2023, for a reduced conversion price of $0.20 for the convertible notes and warrants. Since the PV cashflows of the new and old debt were more than 10% differences the company used extinguishment accounting. As part of the agreement the Company recognized $737,756 as loss on extinguishment of debt due to the remaining debt discount and recognized $331,861 as a gain on extinguishment of debt due to the forgiveness of interest. The company also recognized an additional $75,610 of debt discount from the change in relative fair value on the warrants. During the nine months ended September 30, 2022, the Company accrued $103,670 in interest that was not forgiven. As of September 30, 2022, the Company is in default on $900,000 of principal and $103,670 of interest. Subsequent to September 30, 2022, the Company made a repayment of $35,714 towards these notes. The July 2022 Convertible Note Offering During July of 2022, the Company conducted multiple closings of a private placement offering to accredited investors (the “July 2022 Convertible Note Offering”) of units of the Company’s securities by entering into subscription agreements with “accredited investors” (the “July 2022 Investors”) for aggregate gross proceeds of $2,150,000. The July 2022 convertible notes are convertible into shares of the Company’s common stock, par value $.001 per share at a conversion price of $2.00 per share. As additional consideration for entering in the July 2022 Convertible Note Offering, the Company issued 2,150,000 warrants of the Company’s common stock. The July 2022 Convertible Note matures on November 30, 2022. The Company recorded a $863,792 debt discount relating to 2,150,000 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of these notes to accretion of debt discount and issuance cost. The Company recorded a $214,981 debt discount relating to an original issue discount. The debt discount are being accreted over the life of the note to accretion of debt discount and issuance cost. On September 2, 2022, the Company went into default on these notes. As part of the default terms the Company owes 110% of the principal outstanding and the notes accrue interest at a rate of 18%. On September 15, 2022, the Company and the July Investors agreed to forgive default interest and extend the maturity date to March 31, 2023 for a reduced conversion price of $0.20 for the convertible notes and warrants. Since the present value of the cash flows of the new and old debt were more than 10% different, the company used extinguishment accounting. As part of the agreement the Company recognized $640,521 as loss on extinguishment related to the change in fair value from the restructuring agreement. Subsequent to September 30, 2022, the Company made a repayment of $714,285 towards these notes. | Note 9 – Convertible Notes Payable Convertible notes payable as of December 31, 2021, and 2020, is as follows: Outstanding Principal as of Warrants granted December 31, 2021 December 31, 2020 Interest Rate Conversion Price Maturity Date Quantity Exercise Price The September 2020 convertible Loan Agreement $ - $ 341,880 12 % - (*) September-21 85,555 5 The First December 2020 convertible Loan Agreement - 600,000 12 % - (*) December-21 - - The October 2020 convertible Loan Agreement - 169,400 6 % - (*) October-21 - - The Second December 2020 convertible Loan Agreement - 169,400 6 % - (*) December-21 - - The May 2021 Loan - - - % 5.00 (*) November-22 1,090,908 4.50 The July 2021 Loan 168,850 - 6 % - (*) July - 22 168,850 1,280,680 Less: Debt Discount (8,120 ) (309,637 ) Less: Debt Issuance Costs (1,537 ) (73,527 ) 897,516 Less: Current Debt (159,193 ) (897,516 ) Total Long-Term Debt $ - $ - (*) As subject to adjustment as further outlined in the notes The February 2018 Convertible Note Offering During the three months ended March 31, 2018, the Company conducted multiple closings of a private placement offering to accredited investors (the “February 2018 Convertible Note Offering”) of units of the Company’s securities by entering into subscription agreements with “accredited investors” (the “February 2018 Investors”) for aggregate gross proceeds of $725,000. In addition, $250,000 of the Company’s short-term debt along with accrued but unpaid interest of $40,675 was exchanged for convertible debt in the February 2018 Offering. These conversions resulted in the issuance of 24,223 warrants with a fair value of $181,139. These were recorded as a loss on extinguishment of debt. The February 2018 Convertible Note Offering consisted of a maximum of $750,000 of units of the Company’s securities (each, a “February 2018 Unit” and collectively, the “February 2018 Units”), with each February 2018 Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a “February 2018 Convertible Note” and together the “February 2018 Convertible Notes”), convertible into shares of the Company’s common stock, par value $.001 per share (“February 2018 Conversion Shares”) at a conversion price of $12.00 per share (the “February 2018 Note Conversion Price”), and (b) a five-year warrant (each a “February 2018 Offering Warrant and together the “February 2018 Offering Warrants”) to purchase common stock equal to one hundred percent (100%) of the shares into which the February 2018 Convertible Notes can be converted into (“February 2018 Warrant Shares”) at an exercise price of $12.00 per share (“February 2018 Warrant Exercise Price”). The February 2018 Offering Notes mature on the second (2nd) anniversary of their issuance dates. The February 2018 Offering Notes are secured by a second priority security interest in the Company’s assets up to $1,000,000. The February 2018 Note Conversion Price and the February 2018 Offering Warrant Exercise Price are subject to adjustment for issuances of the Company’s common stock or any equity linked instruments or securities convertible into the Company’s common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price and Exercise Price being reduced to such lower purchase price, subject to carve-outs as described therein. The conversion feature of the February 2018 Convertible Note Offering provides for an effective conversion price that is below market value on the date of issuance. Such feature is normally characterized as a beneficial conversion feature (“BCF”). When the Company records a BCF the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument. The Company recorded a BCF and related debt discount of $37,350, the discount is being accreted over the life of the first Debenture to accretion of debt discount and issuance cost. The Company recorded a $316,875 debt discount relating to 60,416 February 2018 Offering Warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of these notes to accretion of debt discount and issuance cost. In connection with the February 2018 Convertible Note Offering, the Company retained a placement agent (the “Placement Agent”), to carry out the Offering on a “best-efforts” basis. For services in its capacity as Placement Agent, the Company has paid the Placement Agent a cash fee of $94,250 and issued to the Placement Agent shares of the Company’s common stock equal to ten percent (10%) of the Conversion Shares underlying the February 2018 Convertible Notes or 6,041 shares that had a fair value of $74,881, which was recorded as issuance cost and is being accreted over the life of these notes to accretion of debt discount and issuance cost. During the year ended December 31, 2018, the Company converted $940,675 of principal and $86,544 of unpaid interest into the August 2018 Equity Raise. During the year ended December 31, 2019 the Company repaid $19,758 in interest. During the year ended December 31, 2020 the Company repaid $75,000 in principal and $781 in interest, and the February 2018 Convertible Notes are no longer outstanding. The March 2018 Convertible Note Offering During the three months ended March 31, 2018, the Company conducted multiple closings of a private placement offering to accredited investors (the “March 2018 Convertible Note Offering”) of units of the Company’s securities by entering into subscription agreements with “accredited investors” (the “March 2018 Investors”) for aggregate gross proceeds of $770,000. In addition, $50,000 of the Company’s short-term debt, $767 accrued but unpaid interest and $140,600 of the Company’s vendor liabilities was exchanged for convertible debt within the March 2018 Convertible Note Offering. These conversions resulted in the issuance of 15,947 warrants with a fair value of $84,087. These were recorded as a loss on extinguishment of debt. The March 2018 Convertible Note Offering consisted of a maximum of $900,000, with an over-allotment option of an additional $300,000 of units of the Company’s securities (each, a “March 2018 Unit” and collectively, the “March 2018 Units”), with each March 2018 Unit consisting of (a) a 14% Convertible Secured Promissory Note (each a “March 2018 Note” and together the “March 2018 Notes”), convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) at a conversion price of $12.00 per share (the “Conversion Price”), and (b) a four-year warrant (each a “Warrant and together the “Warrants”) to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into (“Warrant Shares”) at an exercise price of $12.00 per share (“Exercise Price”). The March 2018 Notes mature on the second (2nd) anniversary of their issuance dates. The Conversion Price of the March 2018 Note and the Exercise Price of the Warrants are subject to adjustment for issuances of the Company’s common stock or any equity linked instruments or securities convertible into the Company’s common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price and Exercise Price being reduced to such lower purchase price, subject to carve-outs as described therein. The Company recorded a $254,788 debt discount relating to 80,114 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost. During the year ended December 31, 2018, the Company converted $886,367 of principal and $51,293 of unpaid interest pursuant to the August 2018 Equity Raise. During the year ended December 31, 2020, the Company converted $50,000 of principal and $17,949 of unpaid interest into the September 2020 Equity Raise. During the year ended December 31, 2020, the Company repaid $25,000 in principal and $9,364 in interest. The February 2019 Convertible Note Offering During the year ended December 31, 2019, the Company conducted an offering to accredited investors (the “February 2019 Convertible Note Offering”) of units of the Company’s securities by entering into subscription agreements with “accredited investors” (the “February 2019 Investors”) for aggregate gross proceeds of $1,993,025. The February 2019 Convertible Note Offering consisted of (a) a 10% Convertible Promissory Note (each a “February 2019 Note” and together, the “February 2019 Notes”), convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) at the lesser of (i) a fixed conversion price equal to $15.00 per share or (ii) the price provided to investors in connection with (a) any private placement offerings or one or more registered public offerings by the Company under the Securities Act, pursuant to which the Company receives monies in the amount greater than $1,500,000 in exchange for securities of the Company between February 21, 2019 and the date on which the Company’s consummates a listing onto a national securities exchange, or (b) any private placement offerings or one or more registered public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a “Qualified Offering”), and (b) a four-year stock purchase warrant (each a “Warrant and together the “Warrants”) to purchase a quantity of shares of the Company’s common stock up to thirty-three percent (33%) of the number of shares of common stock into which the underlying Notes may be converted, at an exercise price of $18.00 per share (“Exercise Price”). During the year ended December 31, 2019 a total of 44,396 Warrants were issued in conjunction with The February 2019 Convertible Note Offering. The February 2019 Notes mature on the first (1 st The Conversion Price of the February 2019 Note and the Exercise Price of the Warrants are subject to adjustment for issuances of the Company’s common stock or any equity linked instruments or securities convertible into the Company’s common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price and Exercise Price being reduced to such lower purchase price, subject to carve-outs as described therein. The Company recorded a $222,632 debt discount relating to 44,396 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost. During the year ended December 31, 2020, the Company converted $1,963,567 of principal and $416,786 of unpaid interest into the September 2020 Equity Raise. During the year ended December 31, 2020, the Company repaid $348,136 in principal and $0 in interest. The November 2019 Convertible Note Offering During the year ended December 31, 2019, the Company conducted an offering to accredited investors (the “November 2019 Convertible Note Offering”) of units of the Company’s securities by entering into subscription agreements with “accredited investors” (the “November 2019 Investors”) for aggregate gross proceeds of $479,500. In addition, the Company converted $318,678 in Accounts Payable into this offering. The November 2019 Convertible Note Offering consisted of (a) a 10% Convertible Promissory Note (each a “November 2019 Note” and together, the “November 2019 Notes”), convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) at a fixed conversion price equal to $13.50 per share. The November 2019 Notes mature six months after the anniversary of their issuance dates. At any time on or after the maturity date, at the election of the Offering’s Purchaser, this Note may convert into Common Stock equal to the quotient obtained by dividing the outstanding principal and unpaid accrued interest of this Note on the date of such conversion by $13.50. The Company recorded a $84,377 debt discount relating to an original issue discount equal to $79,933 and a beneficial conversion feature of $4,444. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost. During the year ended December 31, 2020, the Company converted $559,433 of principal and $77,785 of unpaid interest into the September 2020 Equity Raise. The January 2020 Convertible Note Offering During the three months ended March 31, 2020, the Company conducted an offering to accredited investors (the “January 2020 Convertible Note Offering”) of units of the Company’s securities by entering into subscription agreements with “accredited investors” (the “January 2020 Investors”) for aggregate gross proceeds of $87,473. The January 2020 Convertible Note Offering consisted of (a) a 12% Convertible Promissory Note (each a “January 2020 Note” and together, the “January 2020 Notes”), convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) at the lesser of (i) a fixed conversion price equal to $13.50 per share or (ii) the price provided to investors in connection with (a) any private placement offerings or one or more registered public offerings by the Company under the Securities Act, pursuant to which the Company receives monies in the amount greater than $1,500,000 in exchange for securities of the Company, or (b) any private placement offerings or one or more registered public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a “Qualified Offering”). The January 2020 Notes mature on the first (6 th The Conversion Price of the January 2020 Note are subject to adjustment for issuances of the Company’s common stock or any equity linked instruments or securities convertible into the Company’s common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price being reduced to such lower purchase price, subject to carve-outs as described therein. The Company recorded a $12,473 debt discount relating to original issue discount associated with these notes. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost. During the year ended December 31, 2020, the Company converted $87,473 of principal and $8,275 of unpaid interest into the September 2020 Equity Raise. The First February 2020 Convertible Loan Agreement On February 4, 2020, the Company entered into a loan agreement (the “First February 2020 Loan Agreement”) with an individual (the “First February 2020 Lender”), whereby the First February 2020 Lender issued the Company a promissory note of $85,000 (the “First February 2020 Note”). Pursuant to the First February 2020 Loan Agreement, the First February 2020 Note has interest of ten percent (10%). The First February 2020 Note are convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) at the lesser of (i) a fixed conversion price equal to $12.00 per share or (ii) the price provided to investors in connection with (a) any private placement offerings or one or more registered public offerings by the Company under the Securities Act, pursuant to which the Company receives monies in the amount greater than $1,500,000 in exchange for securities of the Company, or (b) any private placement offerings or one or more registered public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a “Qualified Offering”). The First February 2020 Notes mature on the first (6 th The Conversion Price of the First February 2020 Note are subject to adjustment for issuances of the Company’s common stock or any equity linked instruments or securities convertible into the Company’s common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price being reduced to such lower purchase price, subject to carve-outs as described therein. The Company recorded a $8,000 debt discount relating to original issue discount associated with these notes. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost. During the year ended December 31, 2020, the Company repaid $158,065 in principal and $0 in interest. The Second February 2020 Convertible Loan Agreement On February 11, 2020, the Company entered into a loan agreement (the “Second February 2020 Loan Agreement”) with an individual (the “Second February 2020 Lender”), whereby the Second February 2020 Lender issued the Company a promissory note of $200,000 (the “Second February 2020 Note”). Pursuant to the Second February 2020 Loan Agreement, the Second February 2020 Note has interest of twelve percent (12%). As additional consideration for entering in the Second February 2020 convertible Loan Agreement, the Company issued a five-year warrant to purchase 6,666 shares of the Company’s common stock at a purchase price of $15.00 per share. The Second February 2020 Note is convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) at the lesser of (i) a fixed conversion price equal to $13.50 per share or (ii) the price provided to investors in connection with (a) any private placement offerings or one or more registered public offerings by the Company under the Securities Act, pursuant to which the Company receives monies in the amount greater than $1,500,000 in exchange for securities of the Company, or (b) any private placement offerings or one or more registered public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a “Qualified Offering”). The Second February 2020 Note matures on the first (12 th The Conversion Price of the First February 2020 Note is subject to adjustment for issuances of the Company’s common stock or any equity linked instruments or securities convertible into the Company’s common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price being reduced to such lower purchase price, subject to carve-outs as described therein. The Company recorded a $33,340 debt discount relating to original issue discount associated with this note. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost. During the year ended December 31, 2020, the Company converted $125,000 of principal and $0 of unpaid interest into the September 2020 Equity Raise. The Company recorded a Loss on extinguishment of debt of $136,115. During the year ended December 31, 2020, the Company repaid $175,000 in principal and $0 in interest. The Third February 2020 Convertible Loan Agreement On February 25, 2020, the Company entered into a loan agreement (the “Third February 2020 Loan Agreement”) with an individual (the “Third February 2020 Lender”), whereby the Third February 2020 Lender issued the Company a promissory note of $1,500,000 (the “Third February 2020 Note”). The Company received proceeds of $864,950 and converted notes payable of $385,000 in exchange for the note (see Note 5). Pursuant to the Third February 2020 Loan Agreement, the Second February 2020 Note has interest of twelve percent (12%). The Third February 2020 Note is convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) at the lesser of (i) a fixed conversion price equal to $4.50 per share or (ii) the price provided to investors in connection with (a) any private placement offerings or one or more registered public offerings by the Company under the Securities Act, pursuant to which the Company receives monies in the amount greater than $1,500,000 in exchange for securities of the Company, or (b) any private placement offerings or one or more registered public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a “Qualified Offering”). The Third February 2020 Note matures on the first (12 th The Conversion Price of the Third February 2020 Note are subject to adjustment for issuances of the Company’s common stock or any equity linked instruments or securities convertible into the Company’s common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price being reduced to such lower purchase price, subject to carve-outs as described therein. In accordance with ASC 470-50, since the present value of the cash flows under the new debt instrument was at least ten percent different from the present value of the remaining cash flows under the terms of the original debt instrument, the Company accounted for the note exchange as described above as a debt extinguishment. The Company recorded a loss on debt extinguishment of $535,041. This represents the fair value of the warrants issued $445,705 and a debt premium of $89,336. The note has an effective interest rate of 24%. The Company recorded a debt discount of $160,714. This is made up of an original issue discount of $250,050 less a debt premium of $89,336. During the year ended December 31, 2020, the Company converted $1,500,000 of principal and $100,603 of unpaid interest into the September 2020 Equity Raise. The April 2020 Convertible Note Offering During April of 2020, the Company conducted multiple closings of a private placement offering to accredited investors (the “April 2020 Convertible Note Offering”) of units of the Company’s securities by entering into subscription agreements with “accredited investors” (the “April 2020 Investors”) for aggregate gross proceeds of $350,010. The April 2020 Convertible Note Offering accrues interest at a rate of twelve percent per annum (12%). The April 2020 Convertible Note Offering mature on the six (6 th The April 2020 Note is convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) at the lesser of (i) a fixed conversion price equal to $13.50 per share after the maturity date or (ii) any private placement offerings or one or more registered public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a “Qualified Offering”). The Company recorded a $50,010 debt discount relating to original issue discount associated with these notes. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost. During the year ended December 31, 2020, the Company converted $350,010 of principal and $16,916 of unpaid interest into the September 2020 Equity Raise. The June 2020 Convertible Loan Agreement On June 19, 2020, the Company entered into a loan agreement (the “June 2020Loan Agreement”) with an individual (the “June 2020 Lender”), whereby the June 2020 Lender issued the Company a promissory note of $550,000 (the “June 2020 Note”). Pursuant to the June 2020 Loan Agreement, the June 2020 Note has interest of twelve percent (12%). As additional consideration for entering in the June 2020 convertible Loan Agreement, the Company issued a five-year warrant to purchase 49,603 shares of the Company’s common stock at a purchase price of $11.55 per share. The June 2020 Note matures on the first (12 th Upon default the June 2020 Note is convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) equal to the closing bid price of the Company’s common stock on the trading day immediately preceding the date of the respective conversion. The Company recorded a $67,500 debt discount relating to original issue discount associated with this note. The Company recorded a $274,578 debt discount relating to 49,603 warrants and 5,424 shares issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost. During the year ended December 31, 2020, the lender converted $59,200 of principal into the Second July 2020 Convertible Loan Agreement During the year ended December 31, 2020, the Company repaid $490,800 in principal and $16,944 in interest. The First July 2020 Convertible Loan Agreement On July 01, 2020, the Company entered into a loan agreement (the “First July 2020 Loan Agreement”) with an individual (the “First July 2020 Lender”), whereby the First July 2020 Lender issued the Company a promissory note of $68,000 (the “First July 2020 Note”). Pursuant to the First July 2020 Loan Agreement, the First July 2020 Note has interest of ten percent (10%). The First July 2020 Note matures on June 29, 2021. Upon default or 180 days after issuance the First July 2020 Note is convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) equal to 61% multiplied by the lowest trade of the common stock during the twenty (15) consecutive trading day period immediately preceding the date of the respective conversion. During the year ended December 31, 2021, the First July 2020 Note became convertible. Due to the fact that these convertible notes have an option to convert at a variable amount, they are subject to derivative liability treatment. The Company has applied ASC 815, due to the potential for settlement in a variable quantity of shares. The conversion feature has been measured at fair value using a Binomial model at the conversion date and the period end. The conversion feature of First July 2020 Note gave rise to a derivative liability of $112,743. The Company recorded $68,000 as a debt discount and $44,743 was recorded to derivative expense. The debt discount is charged to accretion of debt discount over the remaining term of the convertible note. During the year ended December 31, 2021, the Company converted $68,000 in principal and $3,400 in interest into 35,469 shares of the Company’s common stock. The Second July 2020 Convertible Loan Agreement On July 17, 2020, the Company entered into a loan agreement (the “Second July 2020 Loan Agreement”) with an individual (the “Second July 2020 Lender”), whereby the Second July 2020 Lender issued the Company a promissory note of $250,000 (the “Second July 2020 Note”). Pursuant to the Second July 2020 Loan Agreement, the Second July 2020 Note has interest of twelve percent (12%). The Second July 2020 Note matures on July 17, 2021. Upon default the Second July 2020 Note is convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) equal to the closing bid price of the Company’s common stock on the trading day immediately preceding the date of the respective conversion. The Company recorded a $46,750 debt discount relating to original issue discount associated with this note. The Company recorded a $71,329 debt discount relating to 6,667 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost. During the year ended December 31, 2020, the Company repaid $250,000 in principal and $0 in interest. The July 2020 Convertible Note Offering From July 2020 to September 2020, the Company conducted multiple closings of a private placement offering to accredited investors (the “July 2020 Convertible Note Offering”) of units of the Company’s securities by entering into subscription agreements with “accredited investors” (the “July 2020 Investors”) for aggregate gross proceeds of $390,000. The July 2020 Convertible Note Offering accrues interest at a rate of twelve percent per annum (12%). The July 2020 Convertible Note Offering mature on the six (6 th The July 2020 Note Offering is convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) at the lesser of (i) a fixed conversion price equal to $12.75 per share after the maturity date or (ii) any private placement offerings or one or more registered public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a “Qualified Offering”). Upon default the July 2020 Convertible Note Offering is convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) equal to 61% multiplied by the lowest trade of the common stock during the twenty (15) consecutive trading day period immediately preceding the date of the respective conversion. The conversion feature of the July 2020 Convertible Note Offering provides for an effective conversion price that is below market value on the date of issuance. Such feature is normally characterized as a beneficial conversion feature. When the Company records a BCF the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument. The Company recorded a BCF and related debt discount of $38,215, the discount is being accreted over the life of the Debenture to accretion of debt discount and issuance cost. The Company recorded a $158,078 debt discount relating to 30,589 July 2020 Convertible Note Offering issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of these notes to accretion of debt discount and issuance cost. During the year ended December 31, 2020, the Company converted $390,000 of principal and $3,436 of unpaid interest into the September 2020 Equity Raise. The August 2020 Convertible Loan Agreement On August 17, 2020, the Company entered into a loan agreement (the “August 2020 Loan Agreement”) with an individual (the “August 2020 Lender”), whereby the August 2020 Lender issued the Company a promissory note of $68,000 (the “August 2020 Note”). Pursuant to the August 2020 Loan Agreement, the August 2020 Note has interest of twelve percent (12%). The August 2020 Note matures on August 17, 2021. Upon default or 180 days after issuance the August 2020 Convertible Note is convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) equal to 61% multiplied by the lowest trade of the common stock during the twenty (15) consecutive trading day period immediately preceding the date of the respective conversion. The Company recorded a $3,000 debt discount relating to original issue discount associated with this note. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost.t During the year ended December 31, 2021, the August 2020 Note became convertible. Due to the fact that these convertible notes have an option to convert at a variable amount, they are subject to derivative liability treatment. The Company has applied ASC 815, due to the potential for settlement in a variable quantity of shares. The conversion feature has been measured at fair value using a Binomial model at the conversion date and the period end. The conversion feature of August 2020 Note gave rise to a derivative liability of $120,759. The Company recorded $65,000 was recorded as a debt discount and $55,759 was recorded to derivative expense. The debt discount is charged to accretion of debt discount over the remaining term of the convertible note. During the year ended December 31, 2021, the Company converted $68,000 in principal and $3,400 in interest into 29,859 shares of the Company’s common stock. The September 2020 Convertible Loan Agreement On September 23, 2020, the Company entered into a loan agreement (the “September 2020 Loan Agreement”) with an individual (the “September 2020 Lender”), whereby the September 2020 Lender issued the Company a promissory note of $385,000 (the “September 2020 Note”). Pursuant to the September 2020 Loan Agreement, the September 2020 Note has interest of twelve percent (12%). The September 2020 Note matures on September 23, 2021. Upon default or 180 days after issuance the Second July 2020 Note is convertible into shares of the Company’s common stock, par value $.001 per share equal to th |
Related Party
Related Party | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
Related Party | Note 8 – Related Party Equity raises During the nine months ended September 30, 2022, the Company conducted two equity raises in which officers, directors, employees, and an affiliate of an officer cumulatively invested $421,001 for 240,571 shares of common stock and 240,571 warrants to purchase common stock. Officer compensation During the nine months ended September 30, 2022 and 2021, the Company paid $87,275 and $72,328, respectively for living expenses for officers of the Company. | Note 10 – Related Party Note receivable October 2019 Cacher Loan Agreement On October 28, 2019, the Company entered into a loan agreement with Cacher Studios LLC (the “October 2019 Cacher Loan Agreement”) whereby Cacher Studios issued the Company a promissory note in the principal amount of $11,450 (the “October 2019 Cacher Note”). The October 2019 Cacher Note has a maturity date of October 28, 2020. Repayment is due from Cacher Studios LLC’s revenues, with 100% of net revenues due to the Company until $2,500 in principal has been repaid, and 50% of net revenues due to the Company thereafter. Cacher Studios LLC is owned and operated by Alexandra Frommer, daughter of Jeremy Frommer, the Company’s CEO. This investment is evaluated for impairment if events or circumstances arise that indicate that the carrying amount of such assets may not be recoverable. During the year ended December 31, 2020 the Company recorded an impairment of $11,450. Convertible notes The March 2018 Convertible Note Offering During the year ended December 31, 2018, the Company conducted multiple closings of a private placement offering to accredited investors (the “March 2018 Convertible Note Offering”) of units of the Company’s securities by entering into subscription agreements with “accredited investors” (the “Investors”) for aggregate gross proceeds of $239,400. The March 2018 Convertible Note Offering consisted of a maximum of $900,000, with an over-allotment option of an additional $300,000, of units of the Company’s securities (each, a “March 2018 Unit” and collectively, the “March 2018 Units”), with each March 2018 Unit consisting of (a) a 14% Convertible Secured Promissory Note (each a “March 2018 Note” and together the “March 2018 Notes”), convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) at a conversion price of $12.00 per share (the “Conversion Price”), and (b) a four-year warrant (each a “Warrant and together the “Warrants”) to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into (“Warrant Shares”) at an exercise price of $12.00 per share (“Exercise Price”). The Notes mature on the second (2nd) anniversary of their issuance dates. The Conversion Price of the Note and the Exercise Price of the Warrants are subject to adjustment for issuances of the Company’s common stock or any equity linked instruments or securities convertible into the Company’s common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price and Exercise Price being reduced to such lower purchase price, subject to carve-outs as described therein. The Company recorded a $84,854 debt discount relating to 19,950 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of these notes to accretion of debt discount and issuance cost. During the year ended December 31, 2018, the Company converted $239,000 of principal and $15,401 of unpaid interest into the August 2018 Equity Raise. During the year ended December 31, 2020 the lender forgave $400 of principal and $70 of unpaid interest. This was recorded as a gain on settlement of debt on the Consolidated Statements of Comprehensive Income (Loss). The February 2019 Convertible Note Offering During the year ended December 31, 2019, the Company conducted an offering to accredited investors (the “February 2019 Convertible Note Offering”) of units of the Company’s securities by entering into subscription agreements with “accredited investors” (the “February 2019 Investors”) for aggregate gross proceeds of $20,000. The February 2019 Convertible Note Offering consisted of (a) a 10% Convertible Promissory Note (each a “February 2019 Note” and together, the “February 2019 Notes”), convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) at the lesser of (i) a fixed conversion price equal to $15.00 per share or (ii) the price provided to investors in connection with (a) any private placement offerings or one or more registered public offerings by the Company under the Securities Act, pursuant to which the Company receives monies in the amount greater than $1,500,000 in exchange for securities of the Company between February 21, 2019 and the date on which the Company’s consummates a listing onto a national securities exchange, or (b) any private placement offerings or one or more registered public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a “Qualified Offering”), and (b) a four-year stock purchase warrant (each a “Warrant and together the “Warrants”) to purchase a quantity of shares of the Company’s common stock up to thirty-three percent (33%) of the number of shares of common stock into which the underlying Notes may be converted, at an exercise price of $18.00 per share (“Exercise Price”). During the year ended December 31, 2019 a total of 440 Warrants were issued in conjunction with The February 2019 Convertible Note Offering. The February 2019 Notes mature on the first (1 st The Company recorded a $2,465 debt discount relating to 440 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost. During the year ended December 31, 2019, $20,000 of principal was converted from a promissory note into this offering. During the year ended December 31, 2020, the Company converted $20,000 of principal and $3,065 of unpaid interest into the September 2020 Equity Raise. The July 2020 Convertible Note Offering From July 2020 to September 2020, the Company conducted multiple closings of a private placement offering to accredited investors (the “July 2020 Convertible Note Offering”) of units of the Company’s securities by entering into subscription agreements with “accredited investors” (the “July 2020 Investors”) for aggregate gross proceeds of $50,000. The July 2020 Convertible Note Offering accrues interest at a rate of twelve percent per annum (12%). The July 2020 Convertible Note Offering mature on the six (6 th The July 2020 Note Offering is convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) at the lesser of (i) a fixed conversion price equal to $12.75 per share after the maturity date or (ii) any private placement offerings or one or more registered public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a “Qualified Offering”). Upon default the July 2020 Convertible Note Offering is convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) equal to 61% multiplied by the lowest trade of the common stock during the twenty (15) consecutive trading day period immediately preceding the date of the respective conversion. The conversion feature of the July 2020 Convertible Note Offering provides for an effective conversion price that is below market value on the date of issuance. Such feature is normally characterized as a beneficial conversion feature. When the Company records a BCF the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument. The Company recorded a BCF and related debt discount of $9,812, the discount is being accreted over the life of the Debenture to accretion of debt discount and issuance cost. The Company recorded a $21,577 debt discount relating to 3,922 July 2020 Convertible Note Offering issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of these notes to accretion of debt discount and issuance cost. During the year ended December 31, 2020, the Company converted $50,000 of principal and $630 of unpaid interest into the September 2020 Equity Raise. Notes payable Notes payable – related party as of December 31, 2021 and 2020 is as follows: Outstanding Principal as of Warrants granted December 31, December 31, Interest Maturity Quantity Exercise The September 2020 Goldberg Loan Agreement - 16,705 7 % September 2022 - - The September 2020 Rosen Loan Agreement - 3,295 7 % September 2022 - - - 20,000 Less: Debt Discount - (17,068 ) - 2,932 Less: Current Debt - (2,932 ) $ - $ - The June 2018 Frommer Loan Agreement On June 29, 2018, the Company entered into a loan agreement (the “June 2018 Frommer Loan Agreement”) with Jeremy Frommer, an officer and director of the Company, whereby the Company issued Frommer a promissory note in the principal amount of $10,000 (the “June 2018 Frommer Note”). As additional consideration for entering in the June 2018 Frommer Note Loan Agreement, the Company issued Frommer a four-year warrant to purchase 500 shares of the Company’s common stock at a purchase price of $12.00 per share. Pursuant to the June 2018 Frommer Loan Agreement, the June 2018 Frommer Note bears interest at a rate of 6% per annum and payable on the maturity date of August 17, 2018 (the “June 2018 Frommer Maturity Date”). On November 8, 2018, the Company executed upon an agreement that extended the maturity date of the June 2018 Frommer Agreement to March 7, 2019. As part of the extension agreement, the Company issued Frommer an additional 681 warrants to purchase common stock of the Company at an exercise price of $18.00. These warrants had a fair value of $4,645 which was recorded to loss on extinguishment of debt. On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the June 2018 Frommer Agreement to March 30, 2019. As part of the extension agreement, the Company issued Frommer an additional 692 warrants to purchase common stock of the Company at an exercise price of $18.00. On March 29, 2019, the Company entered into an agreement with Mr. Frommer that further extended the maturity date of this loan to May 15, 2019. On June 29, 2019 the Company entered into an agreement with Mr. Frommer that further extended the maturity date of this loan to December 15, 2019. On December 15, 2019 the Company entered into an agreement with Mr. Frommer that further extended the maturity date to May 15, 2020. During the year ended December 31, 2020, the Company converted $10,000 of principal and $2,748 of unpaid interest into the September 2020 Equity Raise and the June 2018 Frommer Note is no longer outstanding. The July 2018 Schiller Loan Agreement On July 17, 2018, the Company entered into a loan agreement (the “Second July 2018 Schiller Loan Agreement”) with Schiller, a member of the Board, whereby the Company issued Schiller a promissory note in the principal aggregate amount of $25,000 (the “Second July 2018 Schiller Note”). As additional consideration for entering in the Second July 2018 Schiller Loan Agreement, the Company issued Schiller a four-year warrant to purchase 1,250 shares of the Company’s common stock at a purchase price of $12.00 per share. Pursuant to the Second July 2018 Schiller Loan Agreement, the Second July 2018 Schiller Note bears interest at a rate of 6% per annum and payable on the maturity date of August 17, 2018. Subsequent to the balance sheet date, on November 8, 2018 the Company executed upon an agreement that extended the maturity date of this loan to March 7, 2019. As part of the extension agreement, the Company issued Schiller warrants to purchase 1,698 shares of common stock of the Company at an exercise price of $18.00. On February 18, 2019 the Company executed upon an agreement that further extended the maturity date of the Second July 2018 Schiller Loan Agreement to March 7, 2019. As part of the extension agreement, the Company issued Schiller an additional 1,726 warrants to purchase common stock of the Company at an exercise price of $18.00. On March 29, 2019 the Company entered into an agreement with Mr. Schiller that further extended the maturity date of this loan to May 15, 2019. On December 15, 2019 the Company entered into an agreement that further extended the maturity date of this loan to May 15, 2020. During the year ended December 31, 2019 $4,137 in principal was converted into the February 2019 Convertible Note Offering. During the year ended December 31, 2020 the Company repaid $20,863 in principal and $3,216 in interest. The June 2019 Loan Agreement On June 3, 2019, the Company entered into a loan agreement (the “June 2019 Loan Agreement”), pursuant to which the Company was to be indebted in the amount of $2,400,000, of which $1,200,000 was funded by September 30, 2019 and $1,200,000 was exchanged from the May 2016 Rosen Loan Agreement dated May 26, 2016 in favor of Rosen for a joint and several interest in the Term Loan pursuant to the Debt Exchange Agreement. The June 2019 Loan Agreement, the June 2019 Loan bears interest at a rate of 12.5% per annum, compounded annually and payable on the maturity date of December 3, 2019 (the “June 2019 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the June 2019. In connection with the conversion of the May 2016 Rosen Loan Agreement the Company recorded a debt discount of $92,752. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost. On July 29, 2019, the Company entered into the First Amendment Agreement to the June 2019 Loan Agreement pursuant to which the parties agreed to amend the June 2019 Loan Agreement and the June 2019 Security Agreement so as to (i) increase the principal aggregate amount of the June 2019 Loan to $2,500,000, and (ii) amend the provisions regarding the ranking of interest of such loan. On August 12, 2019, the Company entered into the Second Amendment Agreement to the June 2019 Loan Agreement pursuant to which the parties agreed to further amend the June 2019 Loan Agreement and the June 2019 Security Agreement so as to (i) increase the principal aggregate amount of the June 2019 Loan to $3,000,000, and (ii) amend the provisions regarding the ranking of interest of such loan. On September 16, 2019, the Company entered into the Third Amendment Agreement to the June 2019 Loan Agreement pursuant to which the parties agreed to further amend the June 2019 Loan Agreement and the June 2019 Security Agreement so as to (i) increase the principal amount of the June 2019 Loan to $4,000,000; and (ii) amend the provisions therein with regard to the ranking of security interests. On October 10, 2019 the Company and investors entered into the Fourth Amendment Agreement to the June 2019 Loan Agreement, whereby the parties thereto agreed to (i) increase the principal amount of the June 2019 Loan to $4,825,000; and (ii) amend the interest, conversion terms, and other covenants of the note. On February 27, 2020, the Company entered into a fifth amendment agreement to the June 2019 Loan Agreement, whereby the parties agreed to amend Section 2.6 of the June 2019 Loan Agreement and provide for: (i) an additional 10% of shares to be issued at the time of conversion in the event that the price per share (or unit, as applicable) of securities issued in a Qualified Public Offering (as such term is defined in the Fifth Amendment) is below $15.00; and (ii) provide for the acceleration of all outstanding interest due on the Loan upon the consummation of a Qualified Public Offering. During year ended December 31, 2020, the Company converted $4,325,000 of principal and $752,346 of unpaid interest into the September 2020 Equity Raise. During the year ended December 31, 2020 the Company repaid $500,000 in principal and $0 in interest. The December 2019 Gravitas Loan Agreement On December 23, 2019, the Company entered into a loan agreement (the “December 2019 Gravitas Loan Agreement”), whereby the Company issued Gravitas a promissory note in the principal amount of $300,000 (the “December 2019 Gravitas Note”). Pursuant to the December 2019 Gravitas Loan Agreement, the December 2019 Gravitas Note has a flat interest payment of $20,000. During the year ended December 31, 2020 the Company repaid $300,000 in principal and $50,000 in accrued interest. The First January 2020 Loan Agreement On January 3, 2020, the Company entered into a loan agreement (the “First January 2020 Loan Agreement”) with an individual (the “First January 2020 Lender”) whereby the First January 2020 Lender issued the Company a promissory note of $250,000 (the “First January 2020 Note”). Pursuant to the First January 2020 Loan Agreement, the First January 2020 Note has an effective interest rate of 6%. As additional consideration for entering in the First January 2020 Loan Agreement, the Company issued the First January 2020 Lender 1,333 shares of the Company’s common stock. The maturity date of the First January 2020 Note was January 15, 2020 (the “First January 2020 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the First January 2020 Note were due. The Company recorded a $16,000 debt discount relating to the 1,333 shares issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of these notes to accretion of debt discount and issuance cost. During the year ended December 31, 2020, the Company converted $250,000 in principal to the Third February 2020 Note (as defined in Note 8). The Second January 2020 Loan Agreement On January 14, 2020, the Company entered into a loan agreement (the “Second January 2020 Loan Agreement”) with an individual (the “Second January 2020 Lender”), whereby the Second January 2020 Lender issued the Company a promissory note of $10,000 (the “Second January 2020 Note”). Pursuant to the Second January 2020 Loan Agreement, the Second January 2020 Note has an effective interest rate of 5%. The maturity date of the Second January 2020 Note was January 24, 2020 (the “Second January 2020 Maturity Date”), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Second January 2020 Note were due. As additional consideration for entering in the Second January Loan Agreement, the Company issued a five-year warrant to purchase 50 shares of the Company’s common stock at a purchase price of $18.00 per share. The Company recorded a $580 debt discount relating to 50 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost. During the year ended December 31, 2020, the Company repaid $10,000 in principal and $500 in interest. The Third January 2020 Loan Agreement On January 22, 2020, the Company entered into a loan agreement (the “Third January 2020 Loan Agreement”) with an individual (the “Third January 2020 Lender”), whereby the Third January 2020 Lender issued the Company a promissory note of $15,000 (the “Third January 2020 Note”). Pursuant to the Third January 2020 Loan Agreement, the Third January 2020 Note has an effective interest rate of 10%. The maturity date of the Third January 2020 Note was January 29, 2020 (the “Third January 2020 Maturity Date”), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Third January 2020 Note were due. As additional consideration for entering in the Third January Loan Agreement, the Company issued a five-year warrant to purchase 75 shares of the Company’s common stock at a purchase price of $18.00 per share. The Company recorded a $892 debt discount relating to 75 warrants issued to the Third January 2020 Lender based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost. During the year ended December 31, 2020, the Company repaid $15,000 in principal and $1,500 in interest. The Fourth January 2020 Loan Agreement On January 23, 2020, the Company entered into a loan agreement (the “Fourth January 2020 Loan Agreement”) with an individual (the “Fourth January 2020 Lender”) whereby the Fourth January 2020 Lender issued the Company a promissory note of $135,000 (the “Fourth January 2020 Note”). Pursuant to the Fourth January 2020 Loan Agreement, the Fourth January 2020 Note has an effective interest rate of 7%. As additional consideration for entering in the First January 2020 Loan Agreement, the Company issued the Fourth January 2020 Lender 750 shares of the Company’s common stock. The maturity date of the Fourth January 2020 Note was February 23, 2020 (the “Fourth January 2020 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Fourth January 2020 Note were due. During the year ended December 31, 2020, the Company converted $135,000 in principal to the Second February 2020 Note (as defined below). The January 2020 Rosen Loan Agreement On January 14, 2020, the Company entered into a loan agreement (the “January 2020 Rosen Loan Agreement”), whereby the Company issued a promissory note in the principal amount of $150,000 (the “January 2020 Rosen Note”). Pursuant to the January 2020 Rosen Loan Agreement, the January 2020 Rosen Note accrues interest at a fixed amount of $2,500 for the duration of the note. During the year ended December 31, 2020 the Company repaid $150,000 in principal and $15,273 in interest. The February Banner 2020 Loan Agreement On February 15, 2020, the Company entered into a loan agreement (the “February 2020 Banner Loan Agreement”), whereby the Company issued a promissory note in the principal amount of $9,900 (the “February 2020 Note”) for expenses paid on behalf of the Company by an employee. Pursuant to the February 2020 Loan Agreement, the February 2020 Note bears interest at a rate of $495. As additional consideration for entering in the February 2020 Loan Agreement, the Company issued a five-year warrant to purchase 49 shares of the Company’s common stock at a purchase price of $18.00 per share. During the year ended December 31, 2020 the Company repaid $9,900 in principal and $495 in interest. The February 2020 Frommer Loan Agreement On February 18, 2020, the Company entered into a loan agreement (the “February 2020 Frommer Loan Agreement”) with Jeremy Frommer, an officer of the Company, whereby the Company issued Frommer a promissory note in the principal amount of $2,989 (the “February 2020 Frommer Note”). As additional consideration for entering in the June 2018 Frommer Note Loan Agreement, the Company issued Frommer a five-year warrant to purchase 15 shares of the Company’s common stock at a purchase price of $18.00 per share. Pursuant to the February 2020 Frommer Loan Agreement, the note is payable on the maturity date of February 28, 2020 (the “February 2020 Frommer Maturity Date”). During the year ended December 31, 2020 the Company repaid $2,989 in principal and $160 in interest. The February 2020 Loan Agreement On February 25, 2020, the Company entered into a loan agreement (the “February 2020 Loan Agreement”) with an individual (the “February 2020 Lender”), whereby the February 2020 Lender issued the Company a promissory note of $15,000 (the “February 2020 Note”). Pursuant to the February 2020 Loan Agreement, the February 2020 Note has an effective interest rate of 5%. The maturity date of the February 2020 Note was March 3, 2020 (the “February 2020 Maturity Date”), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the February 2020 Note were due. As additional consideration for entering in the February 2020 Loan Agreement, the Company issued a five-year warrant to purchase 75 shares of the Company’s common stock at a purchase price of $18.00 per share. The Company recorded a $801 debt discount relating to 75 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost. During the year ended December 31, 2020, the Company repaid $15,000 in principal and $750 in interest. The July 2020 Loan Agreement On July 30, 2020, the Company entered into a loan agreement (the “July 2020 Loan Agreement”) with an individual (the “July 2020 Lender”), whereby the July 2020 Lender issued the Company a promissory note of $5,000 (the “July 2020 Note”). Pursuant to the July 2020 Loan Agreement, the July 2020 Note has an effective interest rate of 5%. The maturity date of the July 2020 Note was August 06, 2020 (the “July 2020 Maturity Date”), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the July 2020 Note were due. As additional consideration for entering in the July 2020 Loan Agreement, the Company issued a five-year warrant to purchase 25 shares of the Company’s common stock at a purchase price of $18.00 per share. The Company recorded a $316 debt discount relating to 25 warrants issued to investors based on the relative fair value of each equity instrument on the dates of issuance. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost. During the year ended December 31, 2020, the Company repaid $5,000 in principal and $250 in interest. The September 2020 Goldberg Loan Agreement On September 15, 2020, the Company entered into a loan agreement (the “September 2020 Goldberg Loan Agreement”) with Goldberg whereby the Company issued a promissory note of $16,705 (the “September 2020 Goldberg Note”). Pursuant to the September 2020 Goldberg Loan Agreement, the September 2020 Goldberg Note has an interest rate of 7%. The maturity date of the September 2020 Goldberg Note is September 15, 2022 (the “September 2020 Goldberg Maturity Date”), at which time all outstanding principal, accrued and unpaid interest and other amounts due under note are due. The September 2020 Goldberg Loan is secured by the tangible and intangible property of the Company. Since the September 2020 Goldberg Note has a make-whole provision if the shares of the Company’s common stock issued to the lender in accordance with the Lender’s Exchange Agreement (see note 10) have a value equal to or less than $6,463,363 determined by using the lowest VWAP of the last 30 days prior to September 14, 2021. The principal amount of the September 2020 Goldberg Note shall increase by 200% of the difference between the initial consideration and the September 14, 2021, value. The Company has applied ASC 815, due to the potential for settlement in a variable quantity of shares. The make-whole feature gave rise to a derivative liability that has been marked to market during the year ended December 31, 2021, and the change in derivative liability is recorded on Consolidated Statements of Comprehensive Loss. See note 10. On September 15, 2021, the make-whole provision was triggered, causing an increase in principal of the September 2020 Goldberg Note by $939,022. During the year ended December 31, 2021, the Company accrued interest of $3,576. During the year ended December 31, 2021, the Company entered into a settlement agreement whereas the Company agreed to pay $200,000 in cash and $150,000 in shares of Common Stock. The September 2020 Rosen Loan Agreement On September 15, 2020, the Company entered into a loan agreement (the “September 2020 Rosen Loan Agreement”) with Rosen whereby the Company issued a promissory note of $3,295 (the “September 2020 Rosen Note”). Pursuant to the September 2020 Rosen Loan Agreement, the September 2020 Rosen Note has an interest rate of 7%. The maturity date of the September 2020 Rosen Note is September 15, 2022 (the “September 2020 Rosen Maturity Date”), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the note are due. The September 2020 Rosen Loan is secured by the tangible and intangible property of the Company. Since the September 2020 Rosen Note has a make-whole provision if the shares of the Company’s common stock issued to the lender in accordance with the Lender’s Exchange Agreement (see note 10) have a value equal to or less than $1,274,553 determined by using the lowest VWAP of the last 30 days prior to September 14, 2021. The principal amount of the September 2020 Rosen Note shall increase by 200% of the difference the initial consideration and the September 14, 2021 value. The Company has applied ASC 815, due to the potential for settlement in a variable quantity of shares. The make-whole feature of gave rise to a derivative that has been marked to market during the year ended December 31, 2021, and the change in derivative liability is recorded on Consolidated Statements of Comprehensive Loss. See note 10. On September 15, 2021 the make-whole provision was triggered, causing an increase in principal of the September 2020 Rosen Note by $185,279. During the year ended December 31, 2021, the Company accrued interest of $1,610. During the year ended December 31, 2021, the Company repaid $188,574 in principal and $1,677 in interest. Demand loan During the year ended December 31, 2020 the Company repaid $75,000 of principal. On December 17, 2019, Standish made non-interest bearing loans of $150,000 to the Company in the form of cash. The loan is due on demand and unsecured. During the year ended December 31, 2020 the Company repaid $150,000 of principal. On March 27, 2020, a lender made non-interest bearing loans of $100,000 to the Company in the form of cash. The loan is due on demand and unsecured. During the year ended December 31, 2020, the Company converted $100,000 of principal and $6,707 of unpaid interest into the September 2020 Equity Raise. On April 9, 2020, a lender made non-interest bearing loans of $50,000 to the Company in the form of cash. The loan is due on demand and unsecured. During the year ended December 31, 2020, the Company converted $50,000 of principal into the September 2020 Equity Raise. On April 21, 2020, a lender made non-interest bearing loans of $100,000 to the Company in the form of cash. The loan is due on demand and unsecured. During the year ended December 31, 2020, the Company converted $100,000 of principal and $6,707 of unpaid interest into the September 2020 Equity Raise. On July 6, 2020, a lender made non-interest bearing loans of $100,000 to the Company in the form of cash. The loan is due on demand and unsecured. During the year ended December 31, the Company converted $100,000 of principal and $6,707 of unpaid interest into the September 2020 Equity Raise. On August 10, 2020, a lender made non-interest bearing loans of $40,000 to the Company in the form of cash. The loan is due on demand and unsecured. During the year ended December 31, 2020 the Company repaid $40,000 of principal. On September 9, 2020, a lender made non-interest bearing loans of $50,000 to the Company in the form of cash. The loan is due on demand and unsecured. During the year ended December 31, 2020 the Company repaid $50,000 of principal. Officer compensation During the year ended December 31, 2021 and 2020, the Company paid $138,713 and $57,455, respectively for living expenses for officers of the Company. Revenue During the year ended December 31, 2021 the Company received revenue of $80,000 from Dune for branded content services prior to consolidation but after recognition as an equity method investee. |
Derivative Liabilities
Derivative Liabilities | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Derivative Liabilities [Abstract] | ||
Derivative Liabilities | Note 9 – Derivative Liabilities The Company has identified derivative instruments arising from convertible notes that have an option to convert at a variable number of shares in the Company’s convertible notes payable during the nine months ended September 30, 2022. For the terms of the conversion features see Note 7. The Company had no derivative assets measured at fair value on a recurring basis as of September 30, 2022. The Company utilizes a binomial option model for convertible notes that have an option to convert at a variable number of shares to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The inputs utilized in the application of the Binomial model included a stock price on valuation date, an expected term of each debenture remaining from the valuation date to maturity, an estimated volatility, and a risk-free rate. The Company records the change in the fair value of the derivative as other income or expense in the condensed consolidated statements of operations. Risk-free interest rate: The Company uses the risk-free interest rate of a U.S. Treasury Note adjusted to be on a continuous return basis to align with the Monte Carlo simulation model and binomial model. Dividend yield: The Company uses a 0% expected dividend yield as the Company has not paid dividends to date and does not anticipate declaring dividends in the near future. Volatility: The Company calculates the expected volatility based on the company’s historical stock prices with a look back period commensurate with the period to maturity. Expected term: The Company’s remaining term is based on the remaining contractual maturity of the convertible notes. The following are the changes in the derivative liabilities during the nine months ended September 30, 2022. Nine Months Ended Level 1 Level 2 Level 3 Derivative liabilities as January 1, 2022 $ - $ - $ - Addition - - 100,532 Changes in fair value - - (3,729 ) Extinguishment - - (96,803 ) Derivative liabilities as September 30, 2022 $ - $ - $ - | Note 11 – Derivative Liabilities The Company has identified derivative instruments arising from a make-whole feature in the Company’s notes payable during the year ended December 31, 2021. For the terms of the make-whole features see the September 2020 Rosen Loan Agreement and the September 2020 Goldberg Loan Agreement in Note 10. The Company has also identified derivative instruments arising from convertible notes that have an option to convert at a variable number of shares in the Company’s convertible notes payable during the year ended December 31, 2021. For the terms of the conversion features see Note 10. The Company had no derivative assets or liabilities measured at fair value on a recurring basis as of December 31, 2021. The Company utilizes a Monte Carlo simulation model for the make whole feature and a binomial option model for convertible notes that have an option to convert at a variable number of shares to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The inputs utilized in the application of the Monte Carlo model included a starting stock price, an expected term of each debenture remaining from the valuation date to maturity, an estimated volatility, drift, and a risk-free rate. The inputs utilized in the application of the Binomial model included a stock price on valuation date, an expected term of each debenture remaining from the valuation date to maturity, an estimated volatility, and a risk-free rate. The Company records the change in the fair value of the derivative as other income or expense in the consolidated statements of operations. Risk-free interest rate: The Company uses the risk-free interest rate of a U.S. Treasury Note adjusted to be on a continuous return basis to align with the Monte Carlo simulation model and binomial model. Dividend yield: The Company uses a 0% expected dividend yield as the Company has not paid dividends to date and does not anticipate declaring dividends in the near future. Volatility: The Company calculates the expected volatility based on the company’s historical stock prices with a look back period commensurate with the period to maturity. Expected term: The Company’s remaining term is based on the remaining contractual maturity of the convertible notes. The following are the changes in the derivative liabilities during the year ended December 31, 2021 and 2020. Years Ended Level 1 Level 2 Level 3 Derivative liabilities as January 1, 2020 $ - $ - $ - Addition - - 3,061,688 Changes in fair value - - (3,019,457 ) Derivative liabilities as January 1, 2021 - - 42,231 Addition - - 417,241 Extinguishment - - (431,458 ) Conversion to Note payable - related party - - (1,124,301 ) Changes in fair value - - 1,096,287 Derivative liabilities as December 31, 2021 $ - $ - $ - |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | ||
Stockholders’ Equity | Note 10 – Stockholders’ Equity Shares Authorized The Company is authorized to issue up to one hundred and twenty million (120,000,000) shares of capital stock, of which one hundred million (100,000,000) shares are designated as common stock, par value $0.001 per share, and twenty million (20,000,000) are designated as preferred stock, par value $0.001 per share. Preferred Stock Series E Convertible Preferred Stock The Company has designated 8,000 shares of Series E Convertible Preferred stock and has 500 shares issued and outstanding as of September 30, 2022. The shares of Series E Preferred Stock have a stated value of $1,000 per share and are convertible into Common Stock at the election of the holder of the Series E Preferred Stock, at any time following the Original Issue Date at a price of $4.12 per share, subject to adjustment. Each holder of Series E Preferred Stock shall be entitled to receive, with respect to each share of Series E Preferred Stock then outstanding and held by such holder, dividends on an as-converted basis in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock. The holders of Series E Preferred Stock shall be paid pari passu with the holders of Common Stock with respect to payment of dividends and rights upon liquidation and shall have no voting rights. In addition, as further described in the Series E Designation, as long as any of the shares of Series E Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of Series E Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series E Preferred Stock or alter or amend this Series E Designation, (b) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of the Series E Preferred Stock, (c) increase the number of authorized shares of Series E Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing. Each share of Series E Preferred Stock shall be convertible, at any time and from time to time at the option of the holder of such shares, into that number of shares of Common Stock determined by dividing the Series E Stated Value by the Conversion Price, subject to certain beneficial ownership limitations. Common Stock During the nine months ended September 30, 2022, the Company issued 82,342 shares of its restricted common stock to settle outstanding vendor liabilities of $130,625. In connection with this transaction the Company also recorded a loss on settlement of vendor liabilities of $17,024. On January 6, 2022, the Company issued 8,850 shares of its restricted common stock to consultants in exchange for services at a fair value of $19,736. On February 24, 2022, the Company issued 50,000 shares of its restricted common stock to consultants in exchange for four months of services at a fair value of $69,000. These shares were recorded as common stock issued for prepaid services and will be expensed over the life of the consulting contract to share based payments. During the nine months ended September 30, 2022 the Company recorded $69,000 to share based payments. On March 1, 2022, the Company entered into securities purchase agreements with twenty-eight accredited investors whereby, at the closing, such investors purchased from the Company an aggregate of 1,401,457 shares of the Company’s common stock and (ii) 1,401,457 warrants to purchase shares of common stock, for an aggregate purchase price of $2,452,550. Such warrants are exercisable for a term of five-years from the date of issuance, at an exercise price of $1.75 per share. The Company has recorded $40,000 to stock issuance costs, which are part of Additional Paid-in Capital. On March 7, 2022, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with thirteen accredited investors resulting in the raise of $2,659,750 in gross proceeds to the Company. Pursuant to the terms of the Purchase Agreement, the Company agreed to sell in a registered direct offering an aggregate of 1,519,857 shares of the Company’s common stock together with warrants to purchase an aggregate of 1,519,857 shares of Common Stock at an exercise price of $1.75 per share. The warrants are immediately exercisable and will expire on March 9, 2027. The Company has recorded $75,000 to stock issuance costs, which are part of Additional Paid-in Capital. During the three months ended March 31, 2022, the Company issued 7,488 shares of its restricted common stock to consultants in exchange for services at a fair value of $8,364. On April 5, 2022 the Company issued 185,000 shares of its restricted common stock to officers of the company in exchange for services at a fair value of $192,400. On June 24, 2022, the Company issued 50,000 shares of its restricted common stock to consultants in exchange for four months of services at a fair value of $37,200. These shares were recorded as common stock issued for prepaid services and will be expensed over the life of the consulting contract to share based payments. During the nine months ended September 30, 2022 the Company recorded $2,405 to share based payments. During the three months ended June 30, 2022, the Company issued 29,387 shares of its restricted common stock to consultants in exchange for services at a fair value of $24,001. On September 15, 2022, the Company entered into a securities purchase agreement with five accredited investors resulting in the raise of $796,000 in gross proceeds to the Company. Pursuant to the terms of the Purchase Agreement, the Company agreed to sell in a registered direct offering an aggregate of 4,000,000 shares of the Company’s common stock together with warrants to purchase an aggregate of 4,000,000 shares of Common Stock at an exercise price of $0.20 per share. The warrants are immediately exercisable and will expire on September 15, 2027. The Company has recorded $75,000 to stock issuance costs, which are part of Additional Paid-in Capital. During the three months ended September 30, 2022, the Company issued 50,000 shares of its restricted common stock to consultants in exchange for prepaid services at a fair value of $34,900. During the three months ended September 30, 2022, the Company issued 107,206 shares of its restricted common stock to consultants in exchange for services at a fair value of $22,892. During the three months ended September 30, 2022 the company repurchased 83,800 shares of common stock for $13,700 Stock Options The assumptions used for options granted during the nine months ended September 30, 2022 and 2021, are as follows: September 30, Exercise price $ 1.10 – 1.90 Expected dividends 0 % Expected volatility 165.38% – 166.48 % Risk free interest rate 2.69% – 2.95 % Expected life of option 5 years September 30, Exercise price $ 2.55 – 14.10 Expected dividends 0 % Expected volatility 194.39% – 242.98 % Risk free interest rate 0.46% – 0.98 % Expected life of option 5 - 7 years The following is a summary of the Company’s stock option activity: Options Weighted Weighted Balance – December 31, 2020 – outstanding 541,021 12.75 3.27 Granted 1,850,588 6.32 6.20 Exercised - - - Forfeited/Cancelled (64,164 ) 13.06 - Balance – September 30, 2021 – outstanding 2,327,445 7.63 4.29 Balance – September 30, 2021 – exercisable 608,524 12.75 3.75 Options Weighted Weighted Balance – January 1, 2022 – outstanding 2,902,619 7.07 4.71 Granted 1,940,000 1.38 - Exercised - - - Forfeited/Cancelled (434,352 ) 13.56 - Balance – September 30, 2022 – outstanding 4,408,267 3.93 4.43 Balance – September 30, 2022 – exercisable 3,010,101 4.12 4.32 Option Outstanding Option Exercisable Exercise price Number Weighted Weighted Number Weighted $ 3.93 4,408,267 4.43 4.12 3,010,101 4.32 During the year ended December 31, 2018 the Company granted options of 11,667 to consultants that have a fair value of $57,123. As of the date of this filing the company has not issued these options and they are recorded as an accrued liability on the Condensed Consolidated Balance Sheet. Stock-based compensation for stock options has been recorded in the consolidated statements of operations and totaled $4,100,729, for the nine months ended September 30, 2021. Stock-based compensation for stock options has been recorded in the condensed consolidated statements of operations and totaled $523,749, for the three months ended September 30, 2022. Stock-based compensation for stock options has been recorded in the condensed consolidated statements of operations and totaled $3,355,445, for the nine months ended September 30, 2022. As of September 30, 2022, there was $1,283,111 of total unrecognized compensation expense related to unvested employee options granted under the Company’s share-based compensation plans that is expected to be recognized over a weighted average period of approximately 1.21 years. Warrants The Company applied fair value accounting for all share-based payments awards. The fair value of each warrant granted is estimated on the date of grant using the Black-Scholes option-pricing model. The assumptions used for warrants granted during the nine months ended September 30, 2022 and 2021 are as follows: September 30, Exercise price $4.50 – 4.95 Expected dividends 0% Expected volatility 237.14% - 237.68 % Risk free interest rate 0.82% - 0.86 % Expected life of warrant 5 years September 30, Exercise price $0.20 – 6.00 Expected dividends 0% Expected volatility 164.34% - 169.75% Risk free interest rate 2.81% – 4.00% Expected life of warrant 5.00 – 5.50 years Warrant Activities The following is a summary of the Company’s warrant activity: Warrant Weighted Balance – December 31, 2020 – outstanding 6,130,948 4.96 Granted 1,881,267 5.63 Exercised (1,438,788 ) 4.59 Forfeited/Cancelled (14,722 ) 24.00 Balance – September 30, 2021 – outstanding 6,558,705 4.92 Balance – September 30, 2021 – exercisable 6,558,705 $ 4.92 Warrant Weighted Balance – January 1, 2022 – outstanding 5,658,830 4.98 Granted 14,812,262 2.29 Exercised - - Forfeited/Cancelled (41,462 ) 12.00 Balance – September 30, 2022 – outstanding 20,429,630 1.88 Balance – September 30, 2022 – exercisable 16,429,630 $ 2.62 Warrants Outstanding Warrants Exercisable Exercise price Number Weighted Weighted Number Weighted $ 1.88 20,429,630 4.07 2.62 16,429,630 3.81 During the nine months ended September 30, 2021, the Company issued 1,275,261 shares of common stock to a certain warrant holder upon the cashless exercise of a warrant to purchase 1,438,788 shares of common stock. The Company received $5,472,068 in connection with the exercise of the warrant. During the nine months ended September 30, 2021, a total of 486,516 warrants were issued in connection with the Series E Convertible Preferred Stock raise. During the nine months ended September 30, 2021, a total of 1,090,908 warrants were issued with convertible notes. The warrants have a grant date fair value of $3,067,617 using a Black-Scholes option-pricing model and the above assumptions. During the nine months ended September 30, 2021, some of the Company’s warrants had a reset provision triggered that also resulted in an additional 127,801 warrants to be issued. A deemed dividend of $410,750 was recorded to the Statements of Comprehensive Loss. On June 17, 2021, the Company issued 46,667 warrants in connection with the underwriting agreement. Stock-based compensation for stock warrants has been recorded in the consolidated statements of operations and totaled $480,863, for the nine months ended September 30, 2021 During the nine months ended September 30, 2022, some of the Company’s warrants had a down-round provision triggered that also resulted in an additional 1,740,948 warrants to be issued. A deemed dividend of $303,557 was recorded to the Statements of Operations and Comprehensive Loss. During the nine months ended September 30, 2022, a total of 6,150,000 warrants were issued with convertible notes (See Note 7 above). The warrants have a grant date fair value of $5,185,826 using a Black-Scholes option-pricing model and the above assumptions and a relative fair value of $2,929,303. | Note 12 – Stockholders’ Equity Shares Authorized Prior to July 13, 2020, the Company was authorized to issue up to thirty-five million (35,000,000) shares of capital stock, of which fifteen million (15,000,000) shares are designated as common stock, par value $0.001 per share, and twenty million (20,000,000) are designated as “blank check” preferred stock, par value $0.001 per share. The designations, rights, and preferences of such preferred stock are to be determined by the Company’s board of directors. On July 13, 2020, the Company filed the Second Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada, which authorize the issuance of 100,000,000 shares of common stock, and 20,000,000 shares of preferred stock. On August 17, 2020, following board of director’s approval, the Company filed a Certificate of Change to its Articles of Incorporation (the “Amendment”), with the Secretary of State of the State of Nevada to effectuate a one-for-twenty (1:3) reverse stock split (the “Reverse Stock Split”) of its common stock, par value $0.001 per share, without any change to its par value. The Amendment became effective on August 17, 2020. No fractional shares were issued in connection with the Reverse Stock Split as all fractional shares were “rounded up” to the next whole share. As a result, all share information in the accompanying consolidated financial statements has been adjusted as if the reverse stock split happened on the earliest date presented. Preferred Stock Series E Convertible Preferred Stock On December 29, 2020, the Company entered into securities purchase agreements with thirty-three accredited investors whereby the Investors have agreed to purchase from the Company an aggregate of 7,778 shares of the Company’s Series E Convertible Preferred Stock, par value $0.001 per share and 2,831,715 warrants to purchase shares of the Company’s common stock, par value $0.001 per share. The Series E Preferred Stock is convertible into a total of 1,887,810 shares of Common Stock. The combined purchase price of one Conversion Share and one and a half warrant was $4.12. The aggregate purchase price for the Series E Preferred Stock and warrants was $7,777,777. The Company has recorded $817,353 to stock issuance costs, which are part of Additional Paid-in Capital. The warrants are exercisable for a term of five-years from the date of issuance, at an exercise price of $4.50 per share. The warrants provide for cashless exercise to the extent that there is no registration statement available for the underlying shares of Common Stock. The placement agent for the transaction and received cash compensation equal to 10% of the aggregate purchase price and warrants to purchase 471,953 shares of the Company’s common stock, at an exercise price of $5.15 per share (the “PA Warrants”). The PA Warrants are exercisable for a term of five-years from the date of issuance. During the year ended December 31, 2021, the Company received the $40,000 of the subscription receivable for the Series E Convertible Preferred Stock. The Company has recorded $4,225 to stock issuance costs, which are part of Additional Paid-in Capital. During the year ended December 31, 2021, investors converted 7,278 shares of the Company’s Series E Convertible Preferred Stock into 1,766,449 shares of the Company’s common stock. Common Stock On January 30, 2020, the Company issued 50,000 shares of its restricted common stock to consultants in exchange for three months of services at a fair value of $585,000. These shares were recorded as common stock issued for prepaid services and will be expensed over the life of the consulting contract to share based payments. During the year ended December 31, 2020 the Company recorded $585,000 to share based payments. On January 6, 2020, the Company issued 1,412 shares of its restricted common stock to settle outstanding vendor liabilities of $12,500. In connection with this transaction the Company also recorded a loss on settlement of vendor liabilities of $4,233. On March 5, 2020, the Company issued 2,153 shares of its restricted common stock to settle outstanding vendor liabilities of $25,000. In connection with this transaction, the Company also recorded a gain on settlement of vendor liabilities of $1,098. On March 13, 2020 the Company entered into an exchange agreement with a warrant holder. The company agreed to exchange 5,833 warrants for 5,000 shares of the company common stock. In connection with this agreement the company recorded a loss on conversion of warrants to stock of $5,772. On March 19, 2020, the Company issued 20,000 shares of its restricted common stock to settle outstanding vendor liabilities of $72,048. In connection with this transaction the Company also recorded a gain on settlement of vendor liabilities of $122,953. On June 18, 2020, the Company issued 50,000 shares of its restricted common stock to consultants in exchange for services at a fair value of $525,000. On June 29, 2020 the Company entered into an exchange agreement with a warrant holder. The company agreed to exchange 5,833 warrants for 2,239 shares of the company common stock and $10,000. On July 3, 2020, the Company issued 15,000 shares of its restricted common stock to consultants in exchange for services at a fair value of $204,300. On July 17, 2020 the Company issued 6,667 shares of its restricted common stock to the Second February 2020 Lender in connection with the Second July 2020 convertible Loan Agreement. On August 15, 2020, the Company issued 6,167 shares of its restricted common stock to consultants in exchange for services at a fair value of $50,693. On August 21, 2020, the Company issued 20,000 shares of its restricted common stock to consultants in exchange for services at a fair value of $180,000. On August 31, 2020, the Company issued 1,866 shares of its restricted common stock to consultants in exchange for services at a fair value of $15,842. On September 11, 2020 the Second February 2020 Lender converted $125,000 of the outstanding principal into 34,722 shares of the Company’s common stock. On September 11, 2020 the February 2019 Convertible Note Lender converted $70,542 of the outstanding principal and $112,888 of the outstanding interest into 64,124 shares of the Company’s common stock. Lender’s Exchange Agreement On September 15, 2020, the Company exchanged $7,325,000 of principal and $967,518 of accrued but unpaid interest of the Company’s debt obligations for $500,000 cash, 2,744,288 shares of Common Stock, and 331,456 warrants (the “Lender’s Exchange Agreement”). The Company also issued the lenders notes totaling $20,000. See note 9 for the September 2020 Goldberg Loan and the September 2020 Rosen Loan. The warrants have an exercise price equal to $4.50 per share, expiring five years from the date of issuance. Since the terms of the original debt were exchanged this was accounted for under extinguishment accounting. The Company determined this debt exchange was a debt extinguishment and the Company recognized a loss on debt extinguishment of $4,915,327, including the derivative liability value. September 2020 Equity Raise Effective September 15, 2020, the Company consummated an underwritten public offering (the “September 2020 Equity Raise”) of 1,725,000 units of securities (the “Units”), with each Unit consisting of (i) one share of common stock, and (ii) one warrant to purchase one share of common stock (the “Warrants”). The September 2020 Equity Raise was conducted pursuant to an Underwriting Agreement, dated September 10, 2020, by and between the Company and The Benchmark Company, LLC, acting as the representative (the “Representative”) of the several underwriters named therein (the “Underwriting Agreement”). In connection with the September 2020 Equity Raise, the Company granted the underwriters a 45-day option to purchase up to 258,750 shares of common stock and/or 258,750 Warrants to purchase common stock to cover over-allotments, if any. The public offering price per Unit was $4.50. The shares of common stock and Warrants were issued separately and were immediately separable upon issuance. Each Warrant represents the right to purchase one share of common stock at an exercise price of $4.50 per share, expiring 5 years from the date of issuance. The gross proceeds to the Company from the September 2020 Equity Raise, before deducting underwriting discounts and commissions and other estimated offering expenses, and excluding the exercise of any Warrants, was approximately $7,762,500. In connection with the September 2020 Equity Raise, the Company converted $3,183,667 of principal and accrued but unpaid interest of the Company’s debt obligations into 768,204 shares of Common Stock and $570,416 warrants. See Notes 7, 8, and 9. The warrants have an exercise price equal to $4.50 per share, expiring five years from the date of issuance. A down-round event was triggered in connection with the September 2020 Equity Raise, resulting in a contingent BCF that had a value of $3,051,810. As these notes were fully converted in the September 2020 Equity Raise, the discount was expensed to accretion of debt discount and issuance cost on the Consolidated Statements of Comprehensive Loss. On September 30, 2020, the Company issued 7,979 shares of its restricted common stock to consultants in exchange for services at a fair value of $21,304. On December 14, 2020, the Company issued 10,417 shares of its restricted common stock to consultants in exchange for services at a fair value of $38,647. On December 21, 2020, the Company issued 8,371 shares of its restricted common stock to employees in exchange for services at a fair value of $31,323. During the year ended December 31, 2020 the Company cancelled 50,650 shares of treasury stock. On January 14, 2021, the Company issued 30,000 shares of its restricted common stock to consultants in exchange for services at a fair value of $133,200. On January 20, 2021, the Company issued 40,000 shares of its restricted common stock to consultants in exchange for a year of services at a fair value of $192,000. On May 24, 2021, the Company amended the contract and issued and additional 10,000 shares of its restricted common stock. these shares had a fair value of $34,500. The shares issued to the consultant were recorded as common stock issued for prepaid services and will be expensed over the life of the consulting contract to share based payments. During the year ended December 31, 2021, the Company recorded $99,908 to stock-based compensation expense related to these shares. On February 1, 2021, the Company issued 50,000 shares of its restricted common stock to consultants in exchange for services at a fair value of $196,000. On February 3, 2021, the Company issued 1,929 shares of its restricted common stock to consultants in exchange for services at a fair value of $8,198. On February 8, 2021, the Company entered into a consulting agreement whereas the Company issued a total of 2,092 shares of common stock in exchange for services at a fair value of $7,502. On February 18, 2021, the Company issued 10,000 shares of its restricted common stock to consultants in exchange for services at a fair value of $48,000. On February 18, 2021, the Company issued 10,417 shares of its restricted common stock to consultants in exchange for services at a fair value of $50,002. On February 26, 2021, the Company issued 291 shares of its restricted common stock to consultants in exchange for services at a fair value of $1,499. On March 17, 2021, the Company issued 9,624 shares of its restricted common stock to consultants in exchange for services at a fair value of $49,371. On March 28, 2021, the Company issued 31,782 shares of its restricted common stock to settle outstanding vendor liabilities of $125,000. On March 31, 2021, the Company issued 13,113 shares of its restricted common stock to settle outstanding vendor liabilities of $43,667. In connection with this transaction the Company also recorded a loss on settlement of vendor liabilities of $12,719. On April 10, 2021, the Company issued 16,275 shares of its restricted common stock to consultants in exchange for services at a fair value of $69,332. On April 21, 2021, the Company entered into a consulting agreement whereas the Company issued a total of 1,048 shares of common stock in exchange for services at a fair value of $3,587. On June 17, 2021, the Company entered into an underwriting agreement with The Benchmark Company LLC, pursuant to which we agreed to sell to the Underwriter in a firm commitment underwritten public offering an aggregate of 750,000 shares of the Company’s common stock, at a public offering price of $3.40 per share. The Company also granted the Underwriter a 30-day option to purchase up to an additional 112,500 shares of Common Stock to cover over-allotments, if any. The Offering closed on June 21, 2021. The net proceeds to the Company from the equity raise was $2,213,500. As part of the underwriting agreement the Company issued 46,667 warrants of the Company’s common stock to Benchmark. The warrants have an exercise price $5.40 and a term of five years. On July 9, 2021, the Representative exercised the over-allotment option to purchase an additional 954,568 shares of Common Stock. On July 20, 2021, the Company issued 2,154 shares of its restricted common stock to consultants in exchange for services at a fair value of $8,570. On July 15, 2021, the Company issued 715 shares of its restricted common stock to consultants in exchange for services at a fair value of $2,500. On August 15, 2021, the Company issued 820 shares of its restricted common stock to consultants in exchange for services at a fair value of $2,500. On August 26, 2021, the Company issued 348 shares of its restricted common stock to consultants in exchange for services at a fair value of $999. On September 15, 2021, the Company issued 793 shares of its restricted common stock to consultants in exchange for services at a fair value of $2,500. On October 25, 2021, the Company entered into a securities purchase agreement with institutional investors resulting in the raise of $3,407,250 in gross proceeds to the Company. Pursuant to the terms of the purchase agreement, the Company agreed to sell, in a registered direct offering, an aggregate of 850,000 shares of the Company’s common stock, par value $0.001 per share, at a purchase price of $4.50 per Share. On November 5, 2021, the Company issued 25,000 shares of its restricted common stock to consultants in exchange for services at a fair value of $85,750. On November 15, 2021, the Company issued 13,392 shares of its restricted common stock to consultants in exchange for services at a fair value of $41,917. On November 29, 2021, the Company issued 250,000 shares of its restricted common stock to settle outstanding vendor liabilities of $576,783. In connection with this transaction the Company also recorded a loss on settlement of vendor liabilities of $33,217. On November 29, 2021, the Company issued 101,097 shares of its restricted common stock to consultants in exchange for services at a fair value of $246,676. On December 3, 2021, the Company issued 194 shares of its restricted common stock to consultants in exchange for services at a fair value of $429. On December 14, 2021, the Company issued 211 shares of its restricted common stock to consultants in exchange for services at a fair value of $452. Stock Options The Company applied fair value accounting for all share-based payments awards. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model. The assumptions used for options granted during the years December 31, 2021 and 2020, are as follows: December 31, December 31, Exercise price $ 2.09 - 4.89 $ 8.55 Expected dividends 0% 0% Expected volatility 169.78 – 242.98% 229.95% Risk free interest rate 0.46 – 1.26% 0.25% Expected life of option 5 - 7 years 5.67 years The following is a summary of the Company’s stock option activity: Options Weighted Weighted Balance – January 1, 2020 – outstanding 303,825 24.48 2.51 Granted 391,853 8.55 5.67 Exercised - - - Cancelled/Modified (154,657 ) 25.17 - Balance – December 31, 2020 – outstanding 541,021 12.75 4.29 Balance – December 31, 2020 – exercisable 149,168 23.77 1.75 Balance – December 31, 2020 – outstanding 541,021 12.75 3.27 Granted 2,425,762 5.97 5.91 Exercised - - - Forfeited/Cancelled (64,164 ) 13.06 - Balance – December 31, 2021 – outstanding 2,902,619 7.07 4.71 Balance – December 31, 2021 – exercisable 1,165,191 9.01 4.12 Option Outstanding Option Exercisable Exercise price Number Weighted Weighted Number Weighted $ 7.07 2,902,619 4.71 9.01 1,165,191 4.12 During the year ended December 31, 2018 the Company granted options of 11,667 to consultants that has a fair value of $57,123. As of the date of this filing the company has not issued these options and they are recorded as an accrued liability on the Consolidated Balance Sheet. On May 7, 2020, the board of directors approved the Jerrick Media Holdings, Inc. 2020 Omnibus Equity Incentive Plan (the “Plan”). Only employees, non-employee directors and consultants are eligible for awards under the Plan. The Plan provides for awards in the form of options (incentive stock options or nonstatutory stock options) restricted stock grants, and restricted stock unit grants. Up to 2,500,000 shares of common stock may be issued under the Plan and the option exercise price of stock options granted under the Plan shall not be less than 100% of the Fair Market Value (as defined in the Plan) (110% for 10% shareholders in the case of ISOs) of a share of common stock on the date of the grant. The option exercise price may be payable in cash, surrender of stock, cashless exercise or net exercise. Each grant awarded under the Plan shall be evidenced by a grant agreement and may or may not be subject to vesting. The Plan is subject to the approval of the Company’s stockholders within one year of the date of adoption by the Board of Directors. On July 8, 2020, the Company’s stockholders approved the Plan, which terminates on May 7, 2030. The Board of Directors may amend or terminate the Plan at any time and for any reason. An amendment of the Plan shall be subject to the approval of the Company’s stockholders only to the extent required by applicable laws, regulations or rules. On May 13, 2020 the Company entered into an exchange agreement with eight option holders. The company agreed to exchange 152,992 options previously issued under the 2015 Incentive Stock and Award Plan for 229,491 shares of the Company common stock. In connection with this agreement the Company recorded incremental compensation on the exchange of options to stock of $1,117,031. Stock-based compensation for stock options has been recorded in the consolidated statements of operations and totaled $7,616,195 and $4,092,013, for the year ended December 31, 2021 and 2020, respectively. As of December 31, 2021, there was $3,197,018 of total unrecognized compensation expense related to unvested employee options granted under the Company’s share-based compensation plans that is expected to be recognized over a weighted average period of approximately 1.23 year. Warrants The Company applied fair value accounting for all share-based payments awards. The fair value of each warrant granted is estimated on the date of grant using the Black-Scholes option-pricing model. The assumptions used for warrants granted during the year ended December 31, 2021 are as follows: December 31, December 31, Exercise price $ 4.50 – 5.40 $ 4.50 - 18.00 Expected dividends 0 % 0 % Expected volatility 232.10% - 237.14 % 234.03% - 247 % Risk free interest rate 0.82% - 0.89 % 0.21% - 1.63 % Expected life of warrant 5 – 5.5 years 5 years Warrant Activities The following is a summary of the Company’s warrant activity: Warrant Weighted Balance – January 1, 2020 – outstanding 247,403 15.75 Granted 5,921,071 4.70 Exercised - - Cancelled/Modified (37,526 ) 13.31 Balance – December 31, 2020 – outstanding 6,130,948 4.96 Balance – December 31, 2020 – exercisable 3,228,235 5.37 Balance – December 31, 2020 – outstanding 6,130,948 4.96 Granted 1,961,267 5.60 Exercised (2,414,218 ) 4.55 Forfeited/Cancelled (19,167 ) 24.00 Balance – December 31, 2021 – outstanding 5,658,830 4.98 Balance – December 31, 2021 – exercisable 5,616,330 $ 4.97 Warrants Outstanding Warrants Exercisable Exercise price Number Weighted Weighted Number Weighted $ 4.98 5,658,830 3.80 4.97 5,616,330 3.79 On October 6, 2020, the underwriters for the September 2020 Equity Raise partially exercised the over-allotment option and on October 8, 2020, purchased an additional 258,750 warrants, generating gross proceeds, before deducting underwriting discounts and commissions, of $2,588. During the year ended December 31, 2020 a total of 214,080 warrants were issued with convertible notes (See Note 8 above). The warrants have a grant date fair value of $1,520,449 using a Black-Scholes option-pricing model and the above assumptions. During the year ended December 31, 2020, a total of 289 warrants were issued with notes payable – related party (See Note 9 above). The warrants have a grant date fair value of $3,342 using a Black-Scholes option-pricing model and the above assumptions. During the year ended December 31, 2020, a total of 3,922 warrants were issued with convertible notes payable – related party (See Note 9 above). The warrants have a grant date fair value of $37,927 using a Black-Scholes option-pricing model and the above assumptions. During the year ended December 31, 2020, some of the Company’s warrants had a down-round provision triggered that resulted in a lower exercise price. A deemed dividend of $18,421 was recorded to the Statements of Comprehensive Loss. During the Year ended December 31, 2021, the Company issued 2,250,691 shares of common stock to a certain warrant holder upon the exercise of 2,414,218 warrants. The Company received $9,487,223 in connection with the exercise of the warrant. During the year ended December 31, 2021, a total of 486,516 warrants were issued in connection with the Series E Convertible Preferred Stock raise. During the year ended December 31, 2021, a total of 1,137,575 warrants were issued with convertible notes (See Note 9 above). The warrants have a grant date fair value of $3,258,955 using a Black-Scholes option-pricing model and the above assumptions. During the year ended December 31, 2021, some of the Company’s warrants had a down-round provision triggered that also resulted in an additional 127,801 warrants to be issued. A deemed dividend of $410,750 was recorded to the Statements of Comprehensive Loss. During the year ended December 31, 2021, the Company issued 80,000 warrants in connection with the underwriting agreement. Stock-based compensation for stock warrants of 129,375 has been recorded in the Consolidated Statements of Comprehensive Loss and totaled $480,863, for the year ended December 31, 2021. Share-based awards, restricted stock award (“RSAs”) On February 4, 2021, the Board resolved that, the Company shall pay each member of the Board, for each calendar quarter during which such member continues to serve on the Board, compensation as a group amounts to $62,500 per quarter. The shares vest one year after issuance. A summary of the activity related to RSUs for the year ended December 31, 2021 is presented below: Restricted stock units (RSUs) Total Grant date RSAs non-vested at January 1, 2021 - $ - RSAs granted 112,010 $ 2.71 – 4.32 RSAs vested - $ - RSAs forfeited (13,927 ) $ 3.75 – 4.32 RSAs non-vested December 31, 2021 98,083 $ 2.71 – 4.32 Stock-based compensation for RSA’s has been recorded in the consolidated statements of operations and totaled $391,035 for the year ended December 31, 2021. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 11 – Commitments and Contingencies Litigation On or about June 25, 2020, Home Revolution, LLC (“Home Revolution”) filed a lawsuit in the United States District Court for the District of New Jersey, Home Revolution, LLC, et al. v. Jerrick Media Holdings, Inc. et al., Case No. 2:20-cv-07775-JMV-MF. The Complaint alleges, among other things, that Creatd, Inc. breached the Membership Interest Purchase Agreement, as modified, and ancillary transaction documents in connection with the acquisition of Seller’s Choice, LLC, from Home Revolution in September 2019. The Complaint additionally alleges violation of the New Jersey Uniform Securities Law, violations of the Exchange Act and Rule 10b-5 thereunder, fraud, equitable accounting, breach of fiduciary duty, conversion and unjust enrichment. Plaintiff also sought to have a receiver appointed by the Court to take over Creatd’s operations. After substantial motion practice, Creatd successfully settled this dispute from June 2020 for a total of $799,000, which includes $660,000 of note principal and $139,000 of accrued interest. The matter has been dismissed as of March 3, 2022. On or about August 30, 2021, Robert W. Monster and Anonymize, Inc. (“Monster”) filed a lawsuit in the United States District Court for the Western District of Washington at Seattle, Robert W. Monster, et al. v. Creatd, Inc., et al. (Western District of Washington at Seattle 2:21-CV-1177). The Complaint alleges, among other things, that action for Declaratory Judgment under 28 U.S.C. § 2201 that Monster’s registration and use of the internet domain name VOCL.COM (the “Domain Name”) does not violate Creatd’s rights under the Anticybersquatting Consumer Protection Act (“ACPA”), 15 U.S.C. § 1125(d), or otherwise under the Lanham Act, 15 U.S.C. § 1051 et seq. Creatd claims trademark rights and certain other rights with respect to the term and the domain name VOCL.COM. Monster seeks a determination by the Court that Monster’s registration and/or use of VOCL.COM is not, and has not been in violation of the ACPA, and that Plaintiffs’ use of VOCL.COM constitutes neither a violation of the ACPA nor trademark infringement or dilution under the Lanham Act. Creatd believes the lawsuit lacks merit and will vigorously challenge the action. At this time, we are unable to estimate potential damage exposure, if any, related to the litigation. A complaint against the Company, dated September 21, 2022, has been filed in the Supreme Court of the State of New York, New York County, by Lind Global Macro Fund LP and Lind Global Fund II LP, making certain claims alleging breach of contract related to two Securities Purchase Agreements executed on May 31, 2022, seeking damages in excess of $920,000. No response to the Complaint has been filed at this time. The Company has not yet submitted a response to the Complaint or had the opportunity to conduct discovery as to the allegations. The Company will file an initial response on or before November 18, 2022. Given the premature nature of this case, it is still too early for the Company to make an assessment as to liability. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law. The IRA includes a 15% Corporate Alternative Minimum Tax (“Corporate AMT”) for tax years beginning after December 31, 2022. We do not expect the Corporate AMT to have a material impact on our consolidated financial statements. Additionally, the IRA imposes a 1% excise tax on net repurchases of stock by certain publicly traded corporations. The excise tax is imposed on the value of the net stock repurchased or treated as repurchased. The new law will apply to stock repurchases occurring after December 31, 2022. Lease Agreements On April 26, 2022, the Company signed a 7-year lease for approximately 8,000 square feet of office space at 419 Lafayette Street, 6th Floor, New York, NY, 10003. Commencement date of the lease is May 1, 2022. The total amount due under this lease is $3,502,033. On July 28, 2022, the Company signed a 3-year lease for approximately 1,364 square feet of office space at 1674 Meridian Ave., Miami Beach, FL, 33131. Commencement date of the lease is July 28, 2022. The total amount due under this lease is $181,299. During the three months ended September 30, 2022, it was decided the company would not be using the office space and recorded an impairment of $101,623 on the right-of-use asset. The components of lease expense were as follows: Three Months Operating lease cost $ 148,446 Short term lease cost 5,568 Total net lease cost $ 154,015 Nine Months Operating lease cost $ 241,601 Short term lease cost 154,108 Total net lease cost $ 395,709 Supplemental cash flow and other information related to leases was as follows: Nine Months Cash paid for amounts included in the measurement of lease liabilities: Operating lease payments 54,564 Weighted average remaining lease term (in years): 3.40 Weighted average discount rate: 12.50 % Total future minimum payments required under the lease as of September 30, are as follows: For the Twelve Months Ended September 30, Operating 2023 $ 534,880 2024 541,905 2025 513,507 2026 528,589 2027 544,122 Thereafter 892,399 Total lease payments 3,555,402 Less: Amounts representing interest (1,140,416 ) Total lease obligations 2,414,986 Less: Current (279,593 ) $ 2,135,393 Rent expense for the three months ended September 30, 2022 and 2021 was $154,015 and $67,397, respectively. Rent expense for the nine months ended September 30, 2022 and 2021 was $395,709 and $121,266, respectively. Market price risk of crypto (“digital”) assets The Company holds crypto and digital assets in third-party wallets. Crypto asset price risk could adversely affect its operating results and will depend upon the market price of Bitcoin, ETH, as well as other crypto assets. Crypto asset prices have fluctuated significantly from quarter to quarter. There is no assurance that crypto asset prices will reflect historical trends. A decline in the market price of Bitcoin, ETH, and Other crypto assets could have an adverse effect on our earnings, the carrying value of the crypto assets, and future cash flows. This may also affect the liquidity and the ability to meet our ongoing obligations. Appointment of New Directors On February 17, 2022, the Board of Directors (the “Board”) of the Company appointed Joanna Bloor, Brad Justus, and Lorraine Hendrickson to serve as members of the Board. Ms. Bloor has been nominated to, and will serve as, chair of the Compensation Committee, and to be a member of the Audit Committee and Nominating & Corporate Governance Committee. Mr. Justus has been nominated, and will serve as, chair of the Nominating & Corporate Governance Committee, and to be a member of the Compensation Committee and Audit Committee. Ms. Hendrickson has been nominated to, and will serve as, chair of the Audit Committee and to be a member of the Compensation and Nominating & Corporate Governance Committee. Departure of Directors On February 17, 2022, the Board received notice that effective immediately, Mark Standish resigned as Chair of the Board, Chair of the Audit Committee and as a member of the Compensation Committee and Nominating & Corporate Governance Committee; Leonard Schiller resigned as member of the Board, Chair of the Compensation Committee and as a member of the Audit Committee and Nominating & Corporate Governance Committee; and LaBrena Martin resigned as a member of the Board, Chair of the Nominating & Corporate Governance Committee and as a member of the Audit Committee and Compensation Committee. Such resignations are not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Management Restructuring On February 17, 2022, the Board of the Company approved the restructuring of the Company’s senior management team to eliminate the Co-Chief Executive Officer role, appointing Jeremy Frommer as Executive Chairman and Founder, and appointing Laurie Weisberg as Chief Executive Officer (the “Second Restructuring”). Prior to the Second Restructuring, Mr. Frommer and Ms. Weisberg served as the Company’s co-Chief Executive Officers and Ms. Weisberg served as the Company’s Chief Operating Officer. The Second Restructuring does not impact the role or functions of the Company’s Chief Financial Officer, Chelsea Pullano, or the role or functions of the Company’s President and Chief Operating Officer, Justin Maury. Nasdaq Notice of Delisting On September 2, 2022, the Company received a letter from the staff of The Nasdaq Capital Market notifying the Company that the Nasdaq Hearings Panel has determined to delist the Company’s common stock from the Exchange, based on the Company’s failure to comply with the listing requirements of Nasdaq Rule 5550(b)(1) as a result of the Company’s shareholder equity deficit for the period ended June 30, 2022, as demonstrated in Company’s Quarterly Report on Form 10-Q filed on August 15, 2022, following the Company having not complied with the market value of listed securities requirement in Nasdaq Rule 5550(b)(2) on March 1, 2022, while the Company was under a Panel Monitor, as had been previously disclosed. Suspension of trading in the Company’s shares on the Exchange became effective at the opening of business on September 7, 2022, at which time the Company’s common stock, under the symbol “CRTD,” and publicly-traded warrants, under the symbol “CRTDW,” was quoted on the OTCPink marketplace operated by OTC Markets Group Inc. Following passage of the proscribed 15-day time period for appeal as stated in the Letter, on October 26, 2022, Nasdaq completed the delisting by filing a Form 25 Notification of Delisting with the Securities and Exchange Commission. The Company’s common stock, under the symbol “CRTD,” is quoted on the OTCQB marketplace operated by OTC Markets Group Inc. effective as of September 26, 2022. The Company’s publicly-traded warrants, under the symbol “CRTDW,” are quoted on the OTCPink marketplace operated by OTC Markets Group Inc. Employment Agreements On April 5, 2022, upon the recommendation of the Compensation Committee of the Board, the Board approved employment agreements with, and equity issuances for, (i) Jeremy Frommer, Executive Chairman, who will receive (a) an signing award of $80,000, (b) an annual salary of $420,000; (c) 121,000 options, to vest immediately with a strike price of $1.75, and (d) 50,000 shares of the Company’s restricted common stock; (ii) Laurie Weisberg, Chief Executive Officer, who will receive (a) an annual salary of $475,000; (b) 121,000 options, to vest immediately with a strike price of $1.75, and (c) 50,000 shares of the Company’s restricted common stock; (iii) Justin Maury, Chief Operating Officer & President, who will receive (a) an annual salary of $475,000 (b) 81,000 options, to vest immediately with a strike price of $1.75, and (c) 50,000 shares of the Company’s restricted common stock; and (iv) Chelsea Pullano, Chief Financial Officer, who will receive (a) an annual salary of $250,000; (b) 37,000 options, to vest immediately with a strike price of $1.75, and (c) 35,000 shares of the Company’s restricted common stock (collectively, the “Executive Employment Arrangements”). Pursuant to the Executive Employment Arrangements, the Company entered into executive employment agreements with each of the respective executives as of April 5, 2022 (the “Executive Employment Agreements”). The Executive Employment Agreements contain customary terms, conditions and rights. Executive Separation Agreement On September 2, 2022, the Company entered into an Executive Separation Agreement with Laurie Weisberg the Company’s Chief Executive Officer and member of the Board of Directors setting forth the terms and conditions related to the Executive’s resignation for good reason as Chief Executive Officer, Director and any other positions held with the Company or any subsidiary. The Company will pay severance in the aggregate amount of $475,000, payable as follows: (i) 1/24 will be paid on each of September 15, 2022, October 1, 2022 and November 1, 2022, respectively; (ii) 1/8 will be paid on each of December 1, 2022, January 1, 2023 and February 1, 2023, respectively; (iii) 1/4 will be paid on April 1, 2023; and (iv) the balance will be paid on May 1, 2023. The Company has executed and delivered a Confession of Judgment concerning the severance amount, which is being held in escrow pending satisfaction of payment. Additionally, all unvested and/or outstanding stock options held by Ms. Weisberg as of the date of the separation agreement that are not subject to metric based vesting shall automatically and fully vest. All unvested and/or outstanding stock options held by Ms. Weisberg as of the date of the separation agreement that are subject to metric based vesting shall vest in accordance with their respective original terms. | Note 13 – Commitments and Contingencies The CARES Act lifts certain deduction limitations originally imposed by the Tax Cuts and Jobs Act of 2017 (“2017 Tax Act”). Corporate taxpayers may carry back net operating losses (NOLs) originating between 2018 and 2020 for up to five years, which was not previously allowed under the 2017 Tax Act. The CARES Act also eliminates the 80% of taxable income limitations by allowing corporate entities to fully utilize NOL carryforwards to offset taxable income in 2018, 2019 or 2020. Taxpayers may generally deduct interest up to the sum of 50% of adjusted taxable income plus business interest income (30% limit under the 2017 Tax Act) for 2019 and 2020. The CARES Act allows taxpayers with alternative minimum tax credits to claim a refund in 2020 for the entire amount of the credits instead of recovering the credits through refunds over a period of years, as originally enacted by the 2017 Tax Act. In addition, the CARES Act raises the corporate charitable deduction limit to 25% of taxable income and makes qualified improvement property generally eligible for 15-year cost-recovery and 100% bonus depreciation. The enactment of the CARES Act did not result in any material adjustments to our income tax provision for the year ended December 31, 2020. On March 26, 2020 and April 30, 2020, the Company received 2 separate loans pursuant to the Paycheck Protection Program (the “PPP”) under Division A, Title I of the CARES Act. When the applications for PPP first opened up, there was limited available funding and much confusion surrounding the application process. The Company initially submitted its application for the May 2020 PPP Loan in early April but received no response in the aftermath of submitting the application. After consulting multiple advisors, the Company made the decision to apply elsewhere, due to the rampant media coverage of institutions running out of funding and the Company’s need for the capital and belief that if 2 separate loans were approved, the remaining application could simply be withdrawn. Therefore, in late April, the company proceeded with applying for the April 2020 PPP Loan. After some conflicting communications regarding acceptance, the Company attempted to contact the lender to clarify but got no response. After continued attempts to follow up with both lenders, the Company received approval for the May 2020 PPP Loan and funding for the April 2020 PPP Loan on the same day, followed the next day by the funding of the May 2020 PPP Loan. The Company immediately separated the funds for the April 2020 PPP Loan into a separate reserved bank account with the intention of returning the funds. However, after several attempts to contact the lender with no response, the Company was faced with difficulty raising funds in the early-Covid economy and made the decision to utilize the funds for operations and pursue an installment repayment plan when they were able to reach the lender. As of the date of this filing, the Company has begun making repayments on the loan, absent a formal installment agreement due to difficulties reaching the lender. The Company intends to complete repayment before the end of 2021. As each company is only permitted one loan under the CARES Act, there is a possibility the loan may be called by the SBA and the Company would have to repay the loan in full at such time. As of December 31, 2021, the May 2020 PPP Loan is no longer outstanding, as during the year ended December 31, 2021, the Company repaid $136,597 in principal and was forgiven $275,903 of principal and $3,119 of accrued interest. As of December 31, 2021 there was $198,655 in principal outstanding on the April 2020 PPP Loan. Litigation On or about June 25, 2020, Home Revolution, LLC (“Home Revolution”) filed a lawsuit in the United States District Court for the District of New Jersey, Home Revolution, LLC, et al. v. Jerrick Media Holdings, Inc. et al., Case No. 2:20-cv-07775-JMV-MF. The Complaint alleges, among other things, that Creatd, Inc. breached the Membership Interest Purchase Agreement, as modified, and ancillary transaction documents in connection with the acquisition of Seller’s Choice, LLC, from Home Revolution in September 2019. The Complaint additionally alleges violation of the New Jersey Uniform Securities Law, violations of the Exchange Act and Rule 10b-5 thereunder, fraud, equitable accounting, breach of fiduciary duty, conversion and unjust enrichment. Plaintiff also sought to have a receiver appointed by the Court to take over Creatd’s operations. After substantial motion practice, Creatd successfully settled this dispute from June 2020 for a total of $799,000, which includes $660,000 of note principal and $139,000 of accrued interest. The matter has been dismissed as of March 3, 2022. On or about August 30, 2021, Robert W. Monster and Anonymize, Inc. (“Monster”) filed a lawsuit in the United States District Court for the Western District of Washington at Seattle, Robert W. Monster, et al. v. Creatd, Inc., et al. (Western District of Washington at Seattle 2:21-CV-1177). The Complaint alleges, among other things, that action for Declaratory Judgment under 28 U.S.C. § 2201 that Monster’s registration and use of the internet domain name VOCL.COM (the “Domain Name”) does not violate Creatd’s rights under the Anticybersquatting Consumer Protection Act (“ACPA”), 15 U.S.C. § 1125(d), or otherwise under the Lanham Act, 15 U.S.C. § 1051 et seq. Creatd claims trademark rights and certain other rights with respect to the term and the domain name VOCL.COM. Monster seeks a determination by the Court that Monster’s registration and/or use of VOCL.COM is not, and has not been in violation of the ACPA, and that Plaintiffs’ use of VOCL.COM constitutes neither a violation of the ACPA nor trademark infringement or dilution under the Lanham Act. Creatd believes the lawsuit lacks merit and will vigorously challenge the action. At this time, we are unable to estimate potential damage exposure, if any, related to the litigation. Lease Agreements On May 5, 2018, the Company signed a 5-year lease for approximately 2,300 square feet of office space at 2050 Center Avenue Suite 640, Fort Lee, New Jersey 07024. Commencement date of the lease is June 1, 2018. The total amount due under this lease is $411,150. On April 1, 2019, the Company signed a 4-year lease for approximately 796 square feet of office space at 2050 Center Avenue Suite 660, Fort Lee, New Jersey 07024. Commencement date of the lease is April 1, 2019. The total amount due under this lease is $108,229. On July 28, 2021, the Company signed a 3-year lease for approximately 1,364 square feet of office space at 1674 Meridian Avenue, Miami Beach, Florida 33139. The office space is currently under construction and the Company’s commencement date was April 1, 2022. The total amount due under this lease is $181,300. On February 16, 2022, the company entered into a termination agreement whereas CRTD agrees to pay $115,000 and forfeit the security deposit of $16,836. The lease was terminated as of February 28, 2022 and was determined that the lease agreement was abandoned under ASC 842- 20 -35 -10. The Company updated useful life of the ROU asset and marked the ROU asset and lease liability its single lease cost of $18,451. Year Operating lease cost $ 202,804 Short term lease cost 14,041 Total net lease cost $ 216,845 Supplemental cash flow and other information related to leases was as follows: Year Cash paid for amounts included in the measurement of lease liabilities: Operating lease payments $ 100,100 Weighted average remaining lease term (in years): 0.17 Weighted average discount rate: 0 % Total payments required under the lease as of December 31, 2021, are $18,451 and will recognized in the first quarter of 2022. Rent expense for the year ended December 31, 2021 and 2020 was $216,845 and $107,737, respectively. |
Acquisitions
Acquisitions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Asset Acquisition [Abstract] | ||
Acquisitions | Note 12 – Acquisitions Denver Bodega, LLC d/b/a Basis On March 7, 2022, the Company entered into a Membership Interest Purchase (the “Agreement”) with Henry Springer and Kyle Nowak (collectively the “Sellers”), whereby the Company purchased a majority stake in Denver Bodega, LLC, a Colorado limited liability company whose product is Basis, a direct-to-consumer functional beverage brand that makes high-electrolyte mixes meant to aid hydration. Pursuant to the Agreement, Creatd acquired all of the issued and outstanding membership interests of Denver Bodega, LLC for consideration of one dollar ($1.00), as well as the Company’s payoff, assumption, or satisfaction of certain debts and liabilities. The following sets forth the components of the purchase price: Purchase price: Cash paid to seller $ 1 Total purchase price 1 Assets acquired: Cash 44,977 Accounts Receivable 2,676 Inventory 194,365 Total assets acquired 242,018 Liabilities assumed: Accounts payable and accrued expenses 127,116 Notes payable 293,888 Total liabilities assumed 421,004 Net liabilities acquired (178,986 ) Excess purchase price $ 178,987 The excess purchase price amounts are provisional and may be adjusted during the one-year measurement period as required by U.S. GAAP. The following table provides a summary of the preliminary allocation of the excess purchase price. Goodwill $ 8,950 Trade Names & Trademarks 8,949 Know-How and Intellectual Property 107,392 Website 8,949 Customer Relationships 44,747 Excess purchase price $ 178,987 The goodwill represents the assembled workforce, acquired capabilities, and future economic benefits resulting from the acquisition. Acquisition of Orbit On August 1, 2022 the Company entered into a Membership Interest Purchase (the “Agreement”) with Zachary Shenkman, Wuseok Jung, Wesley Petry, Nicholas Scibilia, Gary Rettig, Brandon Fallin (collectively the “Sellers”), whereby the Company purchased a majority stake in Orbit Media LLC, a New York limited liability company whose product is an app-based stock trading platform designed to empower a new generation of investors, providing users with a like-minded community as well as access to tools, content, and other resources to learn, train, and excel in the financial markets. Pursuant to the Agreement, Creatd acquired fifty one percent (51%) of the issued and outstanding membership interests of Orbit Media LLC for consideration of forty-four thousand dollars ($44,000) in cash and 57,576 shares of the Company’s Common Stock. The following sets forth the components of the purchase price: Purchase price: Cash paid to seller $ 44,000 Shares granted to seller 40,994 Total purchase price 84,994 Net Assets acquired - Non-controlling interest in consolidated subsidiary 81,661 Excess purchase price $ 166,655 The excess purchase price amounts are provisional and may be adjusted during the one-year measurement period as required by U.S. GAAP. The following table provides a summary of the preliminary allocation of the excess purchase price. Know-How and Intellectual Property $ 166,655 Excess purchase price $ 166,655 On September 13, 2022, the Company acquired 100% of the membership interests of Brave Foods, LLC, a Maine limited liability company for $150,000. Brave is a The following sets forth the components of the purchase price: Purchase price: Cash paid to seller $ 150,000 Total purchase price 150,000 Assets acquired: Cash 73,344 Inventory 86,154 Total assets acquired 159,498 Liabilities assumed: Accounts payable and accrued expenses 1,316 Notes payable 75,000 Total liabilities assumed 76,316 Net assets acquired 83,182 Excess purchase price $ 66,818 The excess purchase price amounts are provisional and may be adjusted during the one-year measurement period as required by U.S. GAAP. The following table provides a summary of the preliminary allocation of the excess purchase price. Goodwill $ 6,683 Trade Names & Trademarks 16,704 Know-How and Intellectual Property 16,704 Website 16,704 Customer Relationships 10,023 Excess purchase price $ 66,818 The goodwill represents the assembled workforce, acquired capabilities, and future economic benefits resulting from the acquisition. The following presents the unaudited pro-forma combined results of operations of the Company with Plant Camp, WHE, Dune, Denver Bodega, Orbit, and Brave as if the entities were combined on January 1, 2021. Three Months September 30, 2021 Revenues $ 3,429,748 Net loss attributable to common shareholders $ (25,735,007 ) Net loss per share $ (2.17 ) Weighted average number of shares outstanding 11,845,229 Three Months Ended September 30, 2022 Revenues $ 4,057,080 Net loss attributable to common shareholders $ (9,425,313 ) Net loss per share $ (0.45 ) Weighted average number of shares outstanding 21,087,764 Nine Months 2021 Revenues $ 5,069,181 Net loss attributable to common shareholders $ (26,428,192 ) Net loss per share $ (2.23 ) Weighted average number of shares outstanding 11,845,229 Nine Months 2022 Revenues $ 4,683,843 Net loss attributable to common shareholders $ (24,217,030 ) Net loss per share $ (1.23 ) Weighted average number of shares outstanding 19,726,987 | Note 14 – Acquisition Plant Camp LLC On June 1, 2021, the Company, entered into a Membership Interest Purchase Agreement (the “MIPA”) with Angela Hein (“Hein”) and Heidi Brown (“Brown”, and together with Hein, the “ Sellers On June 4, 2021, the Company, entered into a MIPA with Sellers, pursuant to which the Purchaser acquired 841,005 common units of Plant Camp from the Sellers, resulting in the Purchaser owning a total of 89% of the issued and outstanding equity of Plant Camp. The additional Membership Interests were purchased for $300,000. The acquisition was accounted for as a step acquisition however there was no change in value of the Company’s existing equity interest. The Company utilized the fair value of the consideration to determine the fair value of the existing equity interest based on the total merger consideration offered. The following sets forth the components of the purchase price: Purchase price: Cash paid to seller $ 300,000 Fair value of equity investment purchased on June 1, 2021 175,000 Total purchase price 475,000 Assets acquired: Cash 5,232 Accounts Receivable 7,645 Inventory 19,970 Total assets acquired 32,847 Liabilities assumed: Accounts payable and accrued expenses 5,309 Deferred Revenue 671 Total liabilities assumed 5,980 Net assets acquired 26,867 Non-controlling interest in consolidated subsidiary 56,865 Excess purchase price $ 504,998 The excess purchase price amounts are provisional and may be adjusted during the one-year measurement period as required by U.S. GAAP. The following table provides a summary of the preliminary allocation of the excess purchase price. Goodwill $ 7,198 Trade Names & Trademarks 100,000 Know-How and Intellectual Property 316,500 Website 51,300 Customer Relationships 30,000 Excess purchase price $ 504,998 The goodwill represents the assembled workforce, acquired capabilities, and future economic benefits resulting from the acquisition. The following presents the unaudited pro-forma combined results of operations of the Company with Plant Camp as if the entities were combined on January 1, 2020. Year Ended December 31, 2021 Revenues $ 4,335,593 Net loss attributable to common shareholders $ (37,822,820 ) Net loss per share $ (2.99 ) Weighted average number of shares outstanding 12,652,470 Year Ended Revenues $ 1,213,430 Net loss attributable to common shareholders $ (27,476,400 ) Net loss per share $ (5.71 ) Weighted average number of shares outstanding 4,812,153 WHE Agency, Inc. On July 20, 2021, the Company entered into a Stock Purchase Agreement to purchase 44% ownership and 55% of voting power of the issued and outstanding shares of WHE Agency, Inc., (“WHE”). The aggregate closing consideration was $1,038,271, which consists of a combination of $144,750 in cash and $893,521 in the form of 224,503 shares of the Company’s restricted common stock at a price of $3.98 per share. Based on the purchase price of $1,038,271 for 44% ownership, the fair value of the non-controlling interest was estimated to be $1,190,000 based on the consideration from the Company. WHE is a talent management and public relations agency dedicated to the representation and management of family- and lifestyle-focused influencers and digital creators. The following sets forth the components of the purchase price: Purchase price: Cash paid to seller $ 144,750 Shares granted to seller 893,521 Total purchase price 1,038,271 Assets acquired: Cash 26,575 Accounts Receivable 446,272 Total assets acquired 472,847 Liabilities assumed: Accounts payable and accrued expenses 353,017 Total liabilities assumed 353,017 Net assets acquired 119,830 Non-controlling interest in consolidated subsidiary 1,190,000 Excess purchase price $ 2,108,442 The excess purchase price amounts were recorded to goodwill and is provisional and may be adjusted during the one-year measurement period as required by U.S. GAAP. The following table provides a summary of the preliminary allocation of the excess purchase price. Goodwill $ 1,349,697 Trade Names & Trademarks 85,945 Non-Compete Agreements 45,190 Influencers / Customers 627,610 Excess purchase price $ 2,108,442 The goodwill represents the assembled workforce, acquired capabilities, and future economic benefits resulting from the acquisition. The following presents the unaudited pro-forma combined results of operations of the Company with WHE as if the entities were combined on January 1, 2020. Year Ended December 31, 2021 Revenues $ 4,916,777 Net loss attributable to common shareholders $ (37,707,250 ) Net loss per share $ (2.98 ) Weighted average number of shares outstanding 12,652,470 Year Ended December 31, 2020 Revenues $ 1,685,336 Net loss attributable to common shareholders $ (27,235,057 ) Net loss per share $ (5.66 ) Weighted average number of shares outstanding 4,812,153 Dune Inc. Prior to October 3, 2021, the Company invested $732,297 into Dune See note 6 & 7. Using step acquisition accounting, the Company decreased the value of its existing equity interest to its fair value based on its purchase price on October 3, 2021, resulting in the recognition of an impairment in investment of $424,632, which was included in within our consolidated statements of operations. The Company utilized the fair value of the consideration to determine the fair value of the existing equity interest based on the total merger consideration offered and the Company’s stock price at acquisition. On October 3, 2021, we, through Creatd Partners, LLC (“Buyer”), entered into a Stock Purchase Agreement (the “Dune Agreement”) with Standard Holdings, Inc. (“SHI”) and Mark De Luca (“De Luca”) (SHI and De Luca, collectively the “Dune Sellers”), and Stephanie Roy Dufault, whereby Buyer purchased a majority stake in Dune, Inc., a Delaware corporation (“Dune”). Pursuant to the Dune Agreement, which closed on October 4, 2021, Buyer acquired a total of 3,905,634 shares of the common stock of Dune (the “Purchased Shares”). The Company issued 163,344 restricted shares of the Company’s common stock to the Dune Sellers. In addition, pursuant to the Dune Agreement, $50,000 worth of the Company’s common stock issuable to the Dune Sellers on a pro rata basis, priced in accordance with the terms and conditions set forth in the Dune Agreement (the “Indemnification Escrow Amount”), shall be held in escrow and reserved in each Dune Seller’s name by the Company’s transfer agent until such time as release is authorized under the Agreement. The following sets forth the components of the purchase price: Purchase price: Shares granted to seller $ 424,698 Fair value of equity investment purchased before October 4, 2021 307,665 Total purchase price 732,363 Assets acquired: Cash 186,995 Inventory 47,250 Total assets acquired 234,246 Liabilities assumed: Accounts payable 40,000 Total liabilities assumed 40,000 Net assets acquired 194,246 Non-controlling interest in consolidated subsidiary 720,581 Excess purchase price $ 1,258,698 Due to the limited amount of time since the acquisition date, the assets and liabilities of Dune Inc. were recorded based primarily on their acquisition date carrying values. Management believes the estimated fair value of these accounts on the acquisition date approximates their carrying value as reflected in the table above due to the short-term nature of these instruments. The remaining assets and liabilities primarily consisted of goodwill, customer relationships, know how, and tradenames. We will adjust the remaining assets and liabilities to fair value as valuations are completed and we obtain information necessary to complete the analyses, but no later than one year from the acquisition data. The excess purchase price amounts are provisional and may be adjusted during the one-year measurement period as required by U.S. GAAP. The following table provides a summary of the preliminary allocation of the excess purchase price. Goodwill $ 17,941 Trade Names & Trademarks 249,248 Know-How and Intellectual Property 788,870 Website 127,864 Customer Relationships 74,774 Excess purchase price $ 1,258,698 The goodwill represents the assembled workforce, acquired capabilities, and future economic benefits resulting from the acquisition. The following presents the unaudited pro-forma combined results of operations of the Company with Dune as if the entities were combined on January 1, 2020. Year Ended December 31, 2021 Revenues $ 4,299,717 Net loss attributable to common shareholders $ (38,265,301 ) Net loss per share $ (3.02 ) Weighted average number of shares outstanding 12,652,470 Year Ended December 31, 2020 Revenues $ 1,212,870 Net loss attributable to common shareholders $ (27,382,216 ) Net loss per share $ (5.69 ) Weighted average number of shares outstanding 4,812,153 |
Segment Information
Segment Information | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Segment Reporting [Abstract] | ||
Segment Information | Note 13 – Segment Information We operate in three reportable segments: Creatd Labs, Creatd Ventures, and Creatd Partners. Our segments were determined based on the economic characteristics of our products and services, our internal organizational structure, the manner in which our operations are managed and the criteria used by our Chief Operating Decision Maker (CODM) to evaluate performance, which is generally the segment’s operating losses. Operations of: Products and services provided: Creatd Labs Creatd Labs is the segment focused on development initiatives. Creatd Labs houses the Company’s proprietary technology, including its flagship platform, Vocal, as well as oversees the Company’s content creation framework, and management of its digital communities. Creatd Labs derives revenues from Vocal creator subscriptions, platform processing fees and technology licensing fees. Creatd Ventures Creatd Ventures builds, develops, and scales e-commerce brands. This segment generates revenues through product sales of its two majority-owned direct-to-consumer brands, Camp and Dune Glow Remedy. Creatd Partners Creatd Partners fosters relationships between brands and creators through its suite of agency services, including content marketing (Vocal for Brands), performance marketing (Seller’s Choice), and influencer marketing (WHE Agency). Creatd Partners derives revenues in the form of brand fees and talent management commissions. The following tables present certain financial information related to our reportable segments and Corporate: As of September 30, 2022 Creatd Creatd Creatd Corporate Total Accounts receivable, net $ - $ 4,973 $ 217,210 $ - $ 222,183 Prepaid expenses and other current assets 43,336 - - 96,390 139,726 Deposits and other assets 576,551 - - 192,585 769,136 Intangible assets 162,489 1,568,347 648,469 157,294 2,536,599 Goodwill - 15,632 1,349,696 - 1,365,328 Inventory - 879,050 - - 879,050 All other assets - - - 2,811,769 2,811,769 Total Assets $ 782,376 $ 2,468,002 $ 2,215,375 $ 3,258,038 $ 8,723,791 Accounts payable and accrued liabilities $ 1,365 $ 1,518,544 $ 68,063 $ 5,126,634 $ 6,714,606 Note payable, net of debt discount and issuance costs 129,634 170,365 - 1,487,100 1,787,099 Deferred revenue 161,112 - 144,443 - 305,555 All other Liabilities - - - 8,529,992 8,529,992 Total Liabilities $ 292,111 $ 1,688,909 $ 212,506 $ 15,143,726 $ 17,337,252 As of December 31, 2021 Creatd Creatd Creatd Corporate Total Accounts receivable, net $ - $ 2,884 $ 334,556 $ - $ 337,440 Prepaid expenses and other current assets 48,495 - - 188,170 236,665 Deposits and other assets 626,529 - - 92,422 718,951 Intangible assets - 1,637,924 783,676 11,241 2,432,841 Goodwill - 25,139 1,349,696 - 1,374,835 Inventory - 106,403 - - 106,403 All other assets - - - 3,966,124 3,966,124 Total Assets $ 675,024 $ 1,772,350 $ 2,467,928 $ 4,257,957 $ 9,173,259 Accounts payable and accrued liabilities $ 9,693 $ 766,253 $ 6,232 $ 2,948,362 $ 3,730,540 Note payable, net of debt discount and issuance costs 313,979 - - 1,028,685 1,342,664 Deferred revenue 161,112 13,477 59,570 - 234,159 All other Liabilities - - - 177,644 177,644 Total Liabilities $ 484,784 $ 779,730 $ 65,802 $ 4,154,691 $ 5,485,007 For the three months ended September 30, 2022 Creatd Creatd Ventures Creatd Partners Corporate Total Net revenue $ 291,414 $ 316,654 $ 414,783 $ - $ 1,022,851 Cost of revenue 564,349 502,396 337,817 - 1,404,562 Gross margin (loss) (272,935 ) (185,742 ) 76,966 - (381,711 ) Research and development 139,997 - 94,968 - 234,965 Marketing 370,584 234,760 41,176 - 646,520 Stock based compensation 122,964 111,472 126,654 265,478 626,568 General and administrative not including depreciation, amortization, or Impairment 90,212 476,386 384,365 3,136,092 4,087,055 Depreciation and amortization 1,489 43,001 40,917 72,589 157,996 Impairment of intangibles - 85,406 - 164,180 249,586 Total operating expenses $ 723,757 $ 822,618 $ 647,163 $ 3,401,570 $ 5,595,108 Interest expense (17,048 ) - - (656,647 ) (673,694 ) All other expenses - - - (2,875,832 ) (2,875,832 ) Other expenses, net (17,048 ) - - (3,532,479 ) (3,549,526 ) Loss before income tax provision $ (1,001,024 ) $ (1,008,360 ) $ (570,197 ) $ (6,946,764 ) $ (9,526,345 ) For the three months ended September 30, 2021 Creatd Creatd Creatd Corporate Total Net revenue $ 565,852 $ 3,919 $ 609,849 $ - $ 1,179,620 Cost of revenue 849,079 174,438 394,696 - 1,418,213 Gross margin (283,227 ) (170,519 ) 215,153 - (238,593 ) Research and development 250,474 60 72,412 - 322,946 Marketing 1,540,540 - 181,240 90,620 1,812,400 Stock based compensation 337,026 - 332,531 1,179,579 2,151,900 General and administrative 386,844 302,764 293,296 1,672,176 2,385,135 Total operating expenses 2,514,884 32,819 879,479 2,942,375 6,672,381 Loss before income tax provision and equity in net loss from unconsolidated investments $ (2,802,443 ) $ (506,162 ) $ (664,326 ) $ (5,747,190 ) $ (9,720,121 ) For the Nine months ended September 30, 2022 Creatd Creatd Creatd Corporate Total Net revenue $ 1,138,904 $ 1,237,542 $ 1,621,044 $ - $ 3,997,490 Cost of revenue 1,917,039 1,706,586 1,147,526 - 4,771,151 Gross margin (loss) (778,135 ) (469,044 ) 473,518 - (773,661 ) Research and development 408,810 - 277,321 - 686,131 Marketing 2,301,994 1,458,280 255,777 - 4,016,051 Stock based compensation 755,284 684,697 777,948 1,630,649 3,848,578 General and administrative not including depreciation, amortization, or Impairment 242,330 1,279,676 1,032,487 8,401,553 10,956,046 Depreciation and amortization 4,166 120,282 114,453 203,042 441,943 Impairment of intangibles - 87,983 - 169,134 257,117 Total operating expenses $ 3,712,584 $ 3,630,918 $ 2,457,986 $ 10,404,378 $ 20,205,866 Interest expense (34,095 ) - - (673,855 ) (707,950 ) All other expenses - - (3,424,854 ) (3,424,854 ) Other expenses, net (34,095 ) - - (4,098,709 ) (4,132,804 ) Loss before income tax provision $ (4,524,814 ) $ (4,099,962 ) $ (1,984,468 ) $ (14,503,087 ) $ (25,112,331 ) For the nine months ended September 30, 2021 Creatd Creatd Ventures Creatd Partners Corporate Total Net revenue $ 1,388,411 $ 9,616 $ 1,496,363 $ - $ 2,894,390 Cost of revenue 2,482,848 497,194 1,180,701 - 4,160,743 Gross margin (1,094,437 ) (487,578 ) 315,662 - (1,266,353 ) Research and development 549,426 131 158,839 - 708,396 Marketing 6,842,142 - 804,958 402,479 8,049,579 Stock based compensation 886,832 796,676 875,004 3,103,877 5,662,389 General and administrative 900,323 76,381 682,602 3,891,743 5,551,049 Total operating expenses $ 9,178,723 $ 873,188 $ 2,521,403 $ 7,398,099 $ 19,971,413 Loss before income tax provision and equity in net loss from unconsolidated investments $ (10,286,156 ) $ (1,360,766 ) $ (2,205,741 ) $ (11,073,171 ) $ (24,925,834 ) | Note 15 – Segment Information We operate in three reportable segments: Creatd Labs, Creatd Ventures, and Creatd Partners. Our segments were determined based on the economic characteristics of our products and services, our internal organizational structure, the manner in which our operations are managed and the criteria used by our Chief Operating Decision Maker (CODM) to evaluate performance, which is generally the segment’s operating losses. Operations of: Products and services provided: Creatd Labs Creatd Labs is the segment focused on development initiatives. Creatd Labs houses the Company’s proprietary technology, including its flagship platform, Vocal, as well as oversees the Company’s content creation framework, and management of its digital communities. Creatd Labs derives revenues from Vocal creator subscriptions, platform processing fees and technology licensing fees. Creatd Ventures Creatd Ventures builds, develops, and scales e-commerce brands. This segment generates revenues through product sales of its two majority-owned direct-to-consumer brands, Camp and Dune Glow Remedy. Creatd Partners Creatd Partners fosters relationships between brands and creators through its suite of agency services, including content marketing (Vocal for Brands), performance marketing (Seller’s Choice), and influencer marketing (WHE Agency). Creatd Partners derives revenues in the form of brand fees and talent management commissions. The following tables present certain financial information related to our reportable segments and Corporate: As of December 31, 2021 Creatd Labs Creatd Ventures Creatd Partners Corporate Total Accounts receivable, net $ - $ 2,884 $ 334,556 $ - $ 337,440 Prepaid expenses and other current assets 48,495 - - 188,170 236,665 Deposits and other assets 626,529 - - 92,422 718,951 Intangible assets - 1,637,924 783,676 11,241 2,432,841 Goodwill - 25,139 1,349,696 - 1,374,835 Inventory - 106,403 - - 106,403 All other assets - - - 3,966,124 3,966,124 Total Assets $ 675,024 $ 1,772,350 $ 2,467,928 $ 4,257,957 $ 9,173,259 Accounts payable and accrued liabilities $ 9,693 $ 766,253 $ 6,232 $ 2,948,362 $ 3,730,540 Note payable, net of debt discount and issuance costs 313,979 - - 1,028,685 1,342,664 Deferred revenue 161,112 13,477 59,570 - 234,159 All other Liabilities - - - 177,644 177,644 Total Liabilities $ 484,784 $ 779,730 $ 65,802 $ 4,154,691 $ 5,485,007 As of December 31, 2020 Creatd Labs Creatd Partners Corporate Total Accounts receivable, net $ 3,800 $ 86,555 $ - $ 90,355 Prepaid expenses and other current assets 19,631 - 4,225 23,856 Intangible assets - 960,611 - 960,611 Goodwill - 1,035,795 - 1,035,795 All other assets - - 8,673,863 8,673,863 Total Assets $ 23,431 $ 2,082,961 $ 8,678,088 $ 10,784,480 Accounts payable and accrued liabilities $ 6,221 $ 83,964 $ 2,548,503 $ 2,638,688 Note payable, net of debt discount and issuance costs 55,928 - 1,165,611 1,221,539 Deferred revenue - 88,637 - 88,637 All other Liabilities - - 1,390,420 1,390,420 Total Liabilities $ 62,149 $ 172,601 $ 5,104,534 $ 5,339,284 For the year ended December 31, 2021 Creatd Labs Creatd Ventures Creatd Partners Corporate Total Net revenue $ 1,926,374 $ 90,194 $ 2,283,149 $ - $ 4,299,717 Cost of revenue 3,186,240 148,989 1,964,808 - 5,300,037 Gross margin (1,259,866 ) (58,940 ) 318,341 - (1,000,320 ) Research and development 758,293 131 225,104 - 983,528 Marketing 8,182,935 - 962,698 481,349 9,626,982 Stock based compensation 1,727,021 1,560,546 1,884,986 4,488,615 9,661,168 Impairment of goodwill - - 1,035,795 - 1,035,795 General and administrative not including depreciation, amortization, or Impairment 3,918,130 1,665,783 1,600,212 2,791,236 9,975,360 Depreciation and amortization - 100,633 252,730 44,076 397,440 Impairment of intangibles - - 688,127 - 688,127 Total operating expenses $ 14,586,379 $ 3,327,093 $ 6,649,652 $ 11,803,003 $ 32,368,400 Interest expense (12,706 ) - - (359,400 ) (372,106 ) All other expenses - - - (3,638,327 ) (3,638,327 ) Other expenses, net (12,706 ) (3,997,727 ) (4,010,433 ) Loss before income tax provision and equity in net loss from unconsolidated investments $ (15,858,951 ) $ (3,385,888 ) $ (6,331,311 ) $ (11,803,003 ) $ (37,379,153 ) For the year ended December 31, 2020 Creatd Labs Creatd Partners Corporate Total Net revenue $ 375,043 $ 837,827 $ - $ 1,212,870 Cost of revenue 652,259 842,783 - 1,495,042 Gross margin (277,216 ) (4,956 ) - (282,172 ) Research and development 227,656 29,775 - 257,431 Marketing 2,426,668 285,490 142,745 2,854,904 Stock based compensation 1,226,495 1,338,678 4,295,990 6,861,163 General and administrative not including depreciation, amortization, or Impairment 2,301,088 939,792 2,592,581 5,858,454 Depreciation and amortization - 132,768 24,993 157,761 Impairment of intangibles - - 11,450 11,450 Total operating expenses $ 6,181,907 $ 2,726,504 $ 7,067,759 $ 16,001,163 Interest expense (15,828 ) - (356,278 ) (372,106 ) All other expenses - - (7,557,342 ) (7,557,342 ) Other expenses, net (15,828 ) - (7,913,620 ) (7,929,448 ) Loss before income tax provision and equity in net loss from unconsolidated investments $ (6,474,951 ) $ (2,731,460 ) $ (14,981,379 ) $ (24,212,783 ) During the year ended December 31, 2021, Creatd Partners acquired assets from the Purchase of WHE. See note 14 for a list of assets acquired. During the year ended December 31, 2021, Creatd Ventures acquired assets from the Purchase of Dune and Plant Camp. See note 14 for a list of assets acquired. |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 14 – Subsequent Events Warrant Exercises Subsequent to September 30, 2022, a total of 4,227,114 warrants were exercised, resulting in the cancellation of 4,227,114 warrants, the issuance of 3,802,626 shares of Common Stock, and gross proceeds of $354,994 to the Company. Promissory Notes Subsequent to September 30, 2022, the Company entered into one promissory note agreement with net proceeds of $100,000. Common Stock Purchase Agreement, Securities Purchase Agreement and Promissory Note On October 20, 2022, Creatd, Inc. a Nevada corporation (the “Company”), entered into a Common Stock Purchase Agreement (the “Investment Agreement”) with an otherwise unaffiliated third party (the “Investor”). Pursuant to the terms of the Investment Agreement, for a period of thirty-six (36) months commencing on the trading day immediately following date of effectiveness of the Registration Statement (as defined below), the Investor purchase up to $15,000,000 of the Company’s common stock, par value $0.001 per share (the “Shares”), pursuant to Drawdown Notices (as defined below), covering the Registrable Securities (as defined below). The purchase price of the Shares under the Investment Agreement is equal to 82% of the lowest volume weighted average price (VWAP) during the last ten trading days after the Company delivers to the Investor a Put notice (a “Drawdown Notice”) in writing requiring Investor to purchase shares of the Company, subject to the terms of the Investment Agreement. On October 20, 2022, the Company also entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the Investor, pursuant to which the Company issued to the Investor on that date a Promissory Note (the “Note”) in the principal amount of $300,000 in exchange for a purchase price of $255,000, which the Investor funded on October 20,2022. The proceeds of the Note will be used by the Company for general working capital purposes. The Note bears interest at the rate of 10% per annum. Starting on the fifth month anniversary of the funding of the Note, and for the next six months thereafter, the Company will make seven equal monthly payments of $47,142.85 to the Investor. On October 20, 2022, in connection with the entry by the Company and the Investor into the economic agreements, ( i.e. Securities Purchase Agreement On October 24, 2022 (the “Effective Date”), the Company, entered into and closed securities purchase agreement (the “Purchase Agreement”) with one accredited investor (the “Investor”), whereby the Investor purchased from the Company for an aggregate of $1,500,000 in subscription amount, an unsecured debenture in the principal amount of $1,666,650 (the “Debenture”). The Debenture has an original issue discount of 10%, has a term of six months with a maturity date of April 24, 2023, may be extended by six months at the Company’s option subject to certain conditions, and are convertible into shares of Common Stock at a conversion price of $0.20 per share, subject to adjustment upon certain events. In connection with its entry into the Purchase Agreement and issuance of the Debenture, the Company also entered into a side letter agreement (the “Letter Agreement”) with the holders of debentures of the Company, the Series C Warrants and Series D Warrants issued as of May 31, 2022 (the “May Investors”) and the holders of debentures of the Company, the Series E Warrants and Series F Warrants issued as of July 25, 2022 (the “July Investors”). Pursuant to the Letter Agreement each of the May Investors and the July Investors have entered into a lock-up agreement whereby they may not sell any such debentures, warrants, the shares into which such debentures may be converted, or certain shares underlying such warrants until the date that is 30 days after the date on which the registration statement registering for resale the shares of the Company’s common stock underlying the Debenture is declared effective by the Securities and Exchange Commission. Additionally, the Letter Agreement, provides that the May Investors and July Investors have agreed to a further lock up of such shares for a further 30 days upon the receipt of a certain amount of the proceeds from future potential issuances of debentures, common stock or similar securities by the Company. Further additionally, pursuant to the Letter Agreement, the May Investors and the July Investors have agreed to exchange and return for cancellation the Series C Warrants, Series D Warrants, Series E Warrants and Series F Warrants, receiving replacement warrants from the Company (the “Replacement Warrants”), in consideration for (i) the Company’s payment of $750,000 of the proceeds from the sale of the Debenture to the May Investors and July Investors on a pro rata basis and (ii) the Company’s agreement to pay, on a pro rata basis to the May Investors and July Investors, the greater of (x) $750,000 and (y) 50% of the gross proceeds raised in a subsequent financing. The Replacement Warrants reflect a reduction in the number of Series C and Series D Warrants from 1,550,000 in each class to 1,536,607 in each class and a reduction in the number of Series E and Series F Warrants from 1,075,000 in each class to 807,143 in each class, and the initial exercise date for the Replacement Warrants are unchanged from the date as set forth in the respective exchanged Series C, Series D, Series E or Series F Warrant. | Note 17 – Subsequent Events Board of Directors and Management Appointment of New Directors On February 17, 2022, the Board of Directors (the “Board”) of the Company appointed Joanna Bloor, Brad Justus, and Lorraine Hendrickson to serve as members of the Board. Ms. Bloor has been nominated to, and will serve as, chair of the Compensation Committee, and to be a member of the Audit Committee and Nominating & Corporate Governance Committee. Mr. Justus has been nominated, and will serve as, chair of the Nominating & Corporate Governance Committee, and to be a member of the Compensation Committee and Audit Committee. Ms. Hendrickson has been nominated to, and will serve as, chair of the Audit Committee and to be a member of the Compensation and Nominating & Corporate Governance Committee. Departure of Directors On February 17, 2022, the Board received notice that effective immediately, Mark Standish resigned as Chair of the Board, Chair of the Audit Committee and as a member of the Compensation Committee and Nominating & Corporate Governance Committee; Leonard Schiller resigned as member of the Board, Chair of the Compensation Committee and as a member of the Audit Committee and Nominating & Corporate Governance Committee; and LaBrena Martin resigned as a member of the Board, Chair of the Nominating & Corporate Governance Committee and as a member of the Audit Committee and Compensation Committee. Such resignations are not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Management Restructuring On February 17, 2022, the Board of the Company approved the restructuring of the Company’s senior management team to eliminate the Co-Chief Executive Officer role, appointing Jeremy Frommer as Executive Chairman and Founder, and appointing Laurie Weisberg as Chief Executive Officer (the “Second Restructuring”). Prior to the Second Restructuring, Mr. Frommer and Ms. Weisberg served as the Company’s co-Chief Executive Officers and Ms. Weisberg served as the Company’s Chief Operating Officer. The Second Restructuring does not impact the role or functions of the Company’s Chief Financial Officer, Chelsea Pullano, or the role or functions of the Company’s President and Chief Operating Officer, Justin Maury. Securities Purchase Agreement On March 1, 2022, the Company entered into securities purchase agreements with twenty-eight accredited investors whereby, at the closing, such investors purchased from the Company an aggregate of 1,401,457 shares of the Company’s common stock and (ii) 1,401,457 warrants to purchase shares of common stock, for an aggregate purchase price of $2,452,550. Such warrants are exercisable for a term of five-years from the date of issuance, at an exercise price of $1.75 per share. Nasdaq Notice of Delisting On March 1, 2022, the Company received a letter (the “Letter”) from the staff of The Nasdaq Capital Market (the “Exchange”) notifying the Company that the Exchange has determined to delist the Company’s common stock from the Exchange based on the Company’s Market Value of Listed Securities for the 30-consecutive day period between January 15, 2022 and February 25, 2022 falling short of the requirements under Listing Rule 5550(b)(2) (the “Rule”). Although a 180-day period is typically allowed for an issuer to regain compliance, the Company is not eligible to use such compliance period, as the Exchange had instituted a Panel Monitor through March 9, 2022. The Company is pursuing an appeal to the Panel of such determination, in accordance with the Exchange’s rules and, pursuant to such request by the Company to appeal, the delisting of the Company’s securities and the Form 25 Notification of Delisting filing will be stayed pending the Panel’s decision. The Company intends to present to the Panel evidence that the Company has regained compliance with the Rule; however, there can be no assurance that the Panel will grant the Company’s request for continued listing. The Letter has no immediate impact on the listing of the Company’s common stock or warrants, which will continue to be listed and traded on the Exchange, subject to the Company’s compliance with other continued listing requirements. The Company’s receipt of the Letter does not affect the Company’s business, operations or reporting requirements with the Securities and Exchange Commission. Registered Direct Offering On March 7, 2022, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with thirteen accredited investors resulting in the raise of $2,659,750 in gross proceeds to the Company. Pursuant to the terms of the Purchase Agreement, the Company agreed to sell in a registered direct offering an aggregate of 1,519,857 shares of the Company’s common stock together with warrants to purchase an aggregate of 1,519,857 shares of Common Stock at an exercise price of $1.75 per share. The warrants are immediately exercisable and will expire on March 9, 2027. Acquisition of Denver Bodega, LLC d/b/a Basis On March 7, 2022, the Company entered into a Membership Interest Purchase (the “Agreement”) with Henry Springer and Kyle Nowak (collectively the “Sellers”), whereby the Company purchased a majority stake in Denver Bodega, LLC, a Colorado limited liability company whose product is Basis, a direct-to-consumer functional beverage brand that makes high-electrolyte mixes meant to aid hydration. Pursuant to the Agreement, Creatd acquired all of the issued and outstanding membership interests of Denver Bodega, LLC for consideration of one dollar ($1.00), as well as the Company’s payoff, assumption, or satisfaction of certain debts and liabilities totaling $278,163. Settlement of Home Revolution Litigation On March 3, 2022, after substantial motion practice, Creatd successfully settled the dispute with Home Revolution, LLC for a total of $799,000, which includes $660,000 of note principal and $139,000 of accrued interest. The matter has been dismissed. Note Conversions Subsequent to December 31, 2021, a total of $168,850 in principal of convertible notes converted into 109,435 shares of common stock. Promissory Note Subsequent to December 31, 2021, the Company entered into one promissory note agreement with net proceeds of $300,000 and one promissory note agreement with net proceeds of AUD$224,540. Consultant Shares Subsequent to December 31, 2021, the Company issued 183,590 shares of Common Stock to consultants. Employment Agreements On April 5, 2022, upon the recommendation of the Compensation Committee of the Board, the Board approved employment agreements with, and equity issuances for, (i) Jeremy Frommer, Executive Chairman, who will receive (a) an signing award of $80,000, (b) an annual salary of $420,000; (c) 121,000 options, to vest immediately with a strike price of $1.75, and (d) 50,000 shares of the Company’s restricted common stock; (ii) Laurie Weisberg, Chief Executive Officer, who will receive (a) an annual salary of $475,000; (b) 121,000 options, to vest immediately with a strike price of $1.75, and (c) 50,000 shares of the Company’s restricted common stock; (iii) Justin Maury, Chief Operating Officer & President, who will receive (a) an annual salary of $475,000 (b) 81,000 options, to vest immediately with a strike price of $1.75, and (c) 50,000 shares of the Company’s restricted common stock; and (iv) Chelsea Pullano, Chief Financial Officer, who will receive (a) an annual salary of $250,000; (b) 37,000 options, to vest immediately with a strike price of $1.75, and (c) 35,000 shares of the Company’s restricted common stock (collectively, the “Executive Employment Arrangements”). Pursuant to the Executive Employment Arrangements, the Company entered into executive employment agreements with each of the respective executives as of April 5, 2022 (the “Executive Employment Agreements”). The Executive Employment Agreements contain customary terms, conditions and rights. The foregoing descriptions of the Executive Employment Agreements do not purport to be complete and are qualified in their entirety by reference to the forms of Amended Executive Employment Agreements, copies of which are filed as Exhibits 10.40, 10.41, 10.42 and 10.43 to this Annual Report on Form 10-K and is incorporated herein by reference. |
Equity Investments, at Cost
Equity Investments, at Cost | 12 Months Ended |
Dec. 31, 2021 | |
Equity Investments, at Cost [Abstract] | |
Equity investments, at cost | Note 6 – Equity investments, at cost The Company has elected to measure its equity securities without a readily determinable fair value at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. An election to measure an equity security in accordance with this paragraph shall be made for each investment separately. The Company performed a qualitative assessment considering impairment indicators to evaluate whether these investments were impaired. Impairment indicators that the Company considered included the following: a) a significant deterioration in the earnings performance, credit rating, asset quality or business prospects of the investee; b) a significant adverse change in the regulatory, economic or technology environment of the investee; c) a significant adverse change in the general market condition of either the geographical area or the industry in which the investee operates; d) a bona fide offer to purchase or an offer by the investee to sell the investment; e) factors that raise significant concerns about the investee’s ability to continue as a going concern. On October 2, 2020, the Company converted $102,096 of its marketable debt security into 119,355 shares of preferred stock or a 1.3% equity investment in a private company. During the year ended December 31, 2021, the Company recorded a full impairment on this investment. On October 23, 2020, the Company entered into an equity interest purchase agreement whereas the Company purchased 3.8% ownership of a private company for $115,000. During the year ended December 31, 2021, the Company acquired additional equity interests that resulted in the Company achieving significant influence over this investee, therefore the investments were reclassified as an equity method investment (see Note 7). On February 17, 2021, the Company entered into a membership interest purchase agreement whereas the Company purchased another 3.3% ownership of a private company for $100,000. During the year ended December 31, 2021, the Company acquired additional equity interests that resulted in the Company achieving significant influence over this investee, therefore the investments were reclassified as an equity method investment (see Note 7). On May 21, 2021, the Company entered into a common stock purchase agreement whereas the Company purchased 10.0% ownership of a private company for $50,000. |
Equity Method Investments
Equity Method Investments | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments [Abstract] | |
Equity Method Investments | Note 7 – Equity Method Investments During the year ended December 31, 2021, we invested $410,000 in cash into Dune, Inc., and received equity interest for services valued at $123,710 that were recorded to other income on the Statement of Operations. Our investment in Dune, Inc., was accounted for under the equity method until the 29% purchased on October 3, 2021 that increased our ownership to 50.41%. During the year ended December 31, 2021, we recorded $16,413 of losses from this investment as equity in net loss from equity method investment and an impairment in investment of $424,632 related to the remeasurement of previously held interest as of October 3, 2021. These amounts are recorded within our consolidated statements of operations. As of December 31, 2021, our Equity method investment total $0. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 16 –Income Taxes Components of deferred tax assets are as follows: December 31, December 31, Net deferred tax assets – Non-current: Depreciation $ (70,194 ) $ (145,749 ) Amortization 95,115 21,096 Stock based compensation 4,369,372 1,653,617 Expected income tax benefit from NOL carry-forwards 15,073,606 8,780,233 Less valuation allowance (19,467,900 ) (10,309,197 ) Deferred tax assets, net of valuation allowance $ - $ - Income Tax Provision in the Consolidated Statements of Operations A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows: For the For the Federal statutory income tax rate 21.0 % 21.0 % State tax rate, net of federal benefit 7.1 % 6.5 % Change in valuation allowance on net operating loss carry-forwards (28.1 )% (27.5 )% Effective income tax rate 0.0 % 0.0 % The following is a reconciliation of the beginning and ending amount of the unrecognized tax benefit for the years ended December 31, 2021 and 2020: 2021 2020 Balance at January 1, $ - $ 68,000 Additions based on tax positions relating to the current year - - Reductions for tax positions of prior years - (68,000 ) Balance at December 31, $ - $ - Based on the available objective evidence, management believes it is more likely than not that the net deferred tax assets of the Company will not be fully realizable for the years ended December 31, 2021 and 2020. Accordingly, management had applied a full valuation allowance against net deferred tax assets as of December 31, 2021 and 2020. As of December 31, 2021, the Company had approximately $54 million of federal net operating loss carryforwards available to reduce future taxable income which will begin to expire in 2034 for both federal and state purposes. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Act”) was signed into law making significant changes to the Internal Revenue Code of 1986, as amended (the “Code”). The Act reduces the federal corporate income tax rate from 35% to 21% effective for tax years beginning after December 31, 2017. ASC 470 requires the Company to remeasure the existing net deferred tax asset in the period of enactment. The Act also provides for immediate expensing of 100% or the costs of qualified property that is incurred and placed in service during the period from September 27, 2017 to December 31, 2022. Beginning January 1, 2023, the immediate expensing provision is phased down by 20% per year until it is completely phased out as of January 1, 2027. Additionally, effective January 1, 2018, the Act imposes possible limitations on the deductibility of interest expense. As a result of the provisions of the Act, the Company’s deduction for interest expense could be limited in future years. The effects of other provisions of the Act are not expected to have a material impact on the Company’s financial statements. On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to provide guidance on accounting for the tax effects of the Act. SAB 118 provides a measurement period that begins in the reporting period that includes the Act’s enactment date and ends when an entity has obtained, prepared and analyzed the information that was needed in order to complete the accounting requirements under ASC 720. However, in no circumstance should the measurement period extend beyond one year from the enactment date. In accordance with SAB 118, a company must reflect in its financial statements the income tax effects of those aspects of the Act for which the accounting under ASC 740 is complete. SAB 118 provides that to the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete, but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. The Company does not reflect a deferred tax asset in its financial statements but includes that calculation and valuation in its footnotes. We are still analyzing the impact of certain provisions of the Act and refining our calculations. The Company will disclose any change in the estimates as it refines the accounting for the impact of the Act. Federal and state tax laws impose limitations on the utilization of net operating losses and credit carryforwards in the event of an ownership change for tax purposes, as defined in Section 382 of the Internal Revenue Code. Accordingly, the Company’s ability to utilize these carryforwards may be limited as a result of an ownership change which may have already happened or may happen in the future. Such an ownership change could result in a limitation in the use of the net operating losses in future years and possibly a reduction of the net operating losses available. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The Company’s condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and following the requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These interim financial statements have been prepared on the same basis as the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or any other interim period or for any other future year. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2021, included in the Company’s 2021 Annual Report on Form 10-K filed with the SEC. The balance sheet as of December 31, 2021 has been derived from audited financial statements at that date but does not include all of the information required by U.S. GAAP for complete financial statements. | |
Use of Estimates and Critical Accounting Estimates and Assumptions | Use of Estimates and Critical Accounting Estimates and Assumptions The preparation of financial statements in conformity with U.S. GAAP 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 dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. The Company uses estimates in accounting for, among other items, revenue recognition, allowance for doubtful accounts, stock-based compensation, income tax provisions, excess and obsolete inventory reserve, and impairment of intellectual property. Actual results could differ from those estimates. | Use of Estimates and Critical Accounting Estimates and Assumptions The preparation of financial statements in conformity with U.S. GAAP 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 dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. The Company uses estimates in accounting for, among other items, revenue recognition, allowance for doubtful accounts, stock-based compensation, income tax provisions, excess and obsolete inventory reserve, and impairment of intellectual property. During the fourth quarter of 2021, management changed its estimates for cost of revenues. This change in estimates did not result in a change to loss from operations or net loss. Actual results could differ from those estimates. |
Presentation | Presentation During 2021, we adopted a change in presentation on our Condensed Consolidated Statements of Comprehensive Loss in order to present a gross profit line and allocate certain overhead expenses, the presentation of which is consistent with our peers. Under the new presentation, we began allocating overhead expenses related to cost of goods sold. Prior periods have been revised to reflect this change in presentation. | Presentation During 2021, we adopted a change in presentation on our Consolidated Statements of Comprehensive Loss in order to present a gross profit line and allocate certain overhead expenses, the presentation of which is consistent with our peers. Under the new presentation, we began allocating overhead expenses related to cost of goods sold. Prior periods have been revised to reflect this change in presentation. |
Principles of consolidation | Principles of consolidation The Company consolidates all majority-owned subsidiaries, if any, in which the parent’s power to control exists. As of September 30, 2022, the Company’s consolidated subsidiaries and/or entities are as follows: Name of combined affiliate State or other Company Jerrick Ventures LLC Delaware 100 % Abacus Tech Pty Ltd Australia 100 % Brave Foods, LLC Brave Foods, LLC 100 % Denver Bodega, LLC Colorado 100 % Dune Inc. Delaware 50 % Plant Camp LLC Delaware 89 % OG Collection, Inc. Delaware 100 % OG Gallery, LLC Delaware 100 % Orbit Media LLC New York 51 % WHE Agency, Inc. Delaware 44 % All inter-company balances and transactions have been eliminated. The condensed consolidated financial statements include Denver Bodega, LLC activity since March 7, 2022, Orbit Media LLC activity since August 1, 2022, and activity since September 13, 2022. | Principles of consolidation The Company consolidates all majority-owned subsidiaries, if any, in which the parent’s power to control exists. As of December 31, 2021, the Company’s consolidated subsidiaries and/or entities are as follows: Name of combined affiliate State or other Company Jerrick Ventures LLC Delaware 100 % Abacus Tech Pty Ltd Australia 100 % Seller’s Choice, LLC New Jersey 100 % Recreatd, LLC Delaware 100 % Give, LLC Delaware 100 % Creatd Partners LLC Delaware 100 % Dune Inc. Delaware 50 % Plant Camp LLC Delaware 89 % Sci-Fi Shop, LLC Delaware 100 % OG Collection LLC Delaware 100 % VMENA LLC Delaware 100 % Vocal For Brands, LLC Delaware 100 % Vocal Ventures LLC Delaware 100 % What to Buy, LLC Delaware 100 % WHE Agency, Inc. Delaware 44 % All inter-company balances and transactions have been eliminated. |
Variable Interest Entities | Variable Interest Entities Management performs an ongoing assessment of its noncontrolling interests from investments in unrelated entities to determine if those entities are variable interest entities (VIEs), and if so, whether the Company is the primary beneficiary. If an entity in such a transaction, by design, meets the definition of a VIE and the Company determines that it, or a condensed consolidated subsidiary is the primary beneficiary, the Company will include the VIE in its condensed consolidated financial statements. If such an entity is deemed to not be condensed consolidated, the Company records only its investment in equity securities as a marketable security or investment under the equity method, as applicable | Variable Interest Entities Management performs an ongoing assessment of its noncontrolling interests from investments in unrelated entities to determine if those entities are variable interest entities (VIEs), and if so, whether the Company is the primary beneficiary. If an entity in such a transaction, by design, meets the definition of a VIE and the Company determines that it, or a consolidated subsidiary is the primary beneficiary, the Company will include the VIE in its consolidated financial statements. If such an entity is deemed to not be consolidated, the Company records only its investment in equity securities as a marketable security or investment under the equity method, as applicable |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value measurement disclosures are grouped into three levels based on valuation factors: ● Level 1 – quoted prices in active markets for identical investments ● Level 2 – other significant observable inputs (including quoted prices for similar investments and market corroborated inputs) ● Level 3 – significant unobservable inputs (including our own assumptions in determining the fair value of investments) The Company’s Level 1 assets/liabilities include cash, accounts receivable, marketable trading securities, accounts payable, marketable trading securities, prepaid and other current assets, line of credit and due to related parties. Management believes the estimated fair value of these accounts at September 30, 2022 approximate their carrying value as reflected in the balance sheets due to the short-term nature of these instruments or the use of market interest rates for debt instruments. The Company’s Level 2 assets/liabilities include certain of the Company’s notes payable. Their carrying value approximates their fair values based upon a comparison of the interest rate and terms of such debt given the level of risk to the rates and terms of similar debt currently available to the Company in the marketplace. The Company’s Level 3 assets/liabilities include goodwill, intangible assets, equity investments at cost, and derivative liabilities. Inputs to determine fair value are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. Unobservable inputs used in the models are significant to the fair values of the assets and liabilities. The following tables provides a summary of the relevant assets that are measured at fair value on a recurring basis: Fair Value Measurements as of September 30, 2022 Total Quoted Quoted Significant Assets: Marketable securities - equity securities $ 96 $ 96 $ - $ - Total assets $ 96 $ 96 $ - $ - Our marketable equity securities are publicly traded stocks measured at fair value using quoted prices for identical assets in active markets and classified as Level 1 within the fair value hierarchy. Marketable equity securities as of September 30, 2022 are $96. The change in net realized depreciation on equity trading securities that has been included in other expenses for the nine months ended September 30, 2022 and 2021 was $11,646 and $0, respectively. | Fair Value of Financial Instruments The fair value measurement disclosures are grouped into three levels based on valuation factors: ● Level 1 – quoted prices in active markets for identical investments ● Level 2 – other significant observable inputs (including quoted prices for similar investments and market corroborated inputs) ● Level 3 – significant unobservable inputs (including our own assumptions in determining the fair value of investments) The Company’s Level 1 assets/liabilities include cash, accounts receivable, marketable trading securities, accounts payable, prepaid and other current assets, line of credit and due to related parties. Management believes the estimated fair value of these accounts at December 31, 2021 approximate their carrying value as reflected in the balance sheets due to the short-term nature of these instruments or the use of market interest rates for debt instruments. The Company’s Level 2 assets/liabilities include certain of the Company’s notes payable and capital lease obligations. Their carrying value approximates their fair values based upon a comparison of the interest rate and terms of such debt given the level of risk to the rates and terms of similar debt currently available to the Company in the marketplace. The Company’s Level 3 assets/liabilities include goodwill, intangible assets, marketable debt securities, equity investments at cost, and derivative liabilities. Inputs to determine fair value are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. Unobservable inputs used in the models are significant to the fair values of the assets and liabilities. The following tables provides a summary of the relevant assets and liabilities that are measured at fair value on recurring basis: Fair Value Measurements as of December 31, 2020 Total Quoted Quoted Significant Assets: Marketable securities - debt securities $ 62,733 $ - $ - $ 62,733 Total assets $ 62,733 $ - $ - $ 62,733 Liabilities: Derivative liabilities $ 42,231 $ - $ - $ 42,231 Total Liabilities 42,231 $ - $ - $ 42,231 Fair Value Measurements as of December 31, 2021 Total Quoted Quoted Significant Assets: Marketable securities - debt securities $ - $ - $ - $ - Total assets $ - $ - $ - $ - Liabilities: Derivative liabilities $ - $ - $ - $ - Total Liabilities - $ - $ - $ - The following table shows the valuation methodology and unobservable inputs for Level 3 assets and liabilities measured at fair value on recurring basis as of December 31, 2021 and 2020: Fair Value Fair Value Valuation Unobservable Marketable securities - debt securities $ - $ 62,733 Discounted cash flow analysis Expected cash flows from the investment Derivative liabilities $ - $ 42,231 Monte Carlo simulations and Binomial model Risk free rate Expected volatility; Drift rate The following tables provides a summary of the relevant assets that are measured at fair value on non-recurring basis: Fair Value Measurements as of December 31, 2021 Total Quoted Quoted Significant Assets: Equity investments, at cost $ 50,000 $ - $ - $ 50,000 Total assets $ 50,000 $ - $ - $ 50,000 Fair Value Measurements as of December 31, 2020 Total Quoted Quoted Significant Assets: Equity investments, at cost $ 217,096 $ - $ - $ 217,096 Total assets $ 217,096 $ - $ - $ 217,096 The following table shows the valuation methodology and unobservable inputs for Level 3 assets measured at fair value on non-recurring basis as of December 31, 2021: Fair Value Fair Value Valuation Methodology Unobservable Inputs Equity investments, at cost $ - $ 217,096 Qualitative assessment per ASC 321-10-35 Qualitative factors The Company recognizes impairment on loans or notes receivable (that do not meet the definition of a debt security) when it is probable that it will be unable to collect all amounts due according to the contractual terms, and the amount of loss can be estimated. The loss is estimated based on the present value of expected cash flows. The change in net realized depreciation on equity trading securities that has been included in other expenses for the year ended December 31, 2021 and 2020 was $0 and $(7,453), respectively. The Company valued the initial value of debt securities, which are investments in convertible notes receivable, by assessing the separate values of the debt and equity components for similar instruments convertible into private company equity (Level 3). The investment was initially measured at cost, which was determined to approximate fair value due to the lack of marketability of the conversion shares underlying these convertible instruments and the expected recoverability of the note principal. The key assumption affecting the level 3 fair values would be observable price changes to the equity investments. The Company monitors for impairment indicators at each balance sheet date. |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. At times, cash balances may exceed the Federal Deposit Insurance Corporation (“FDIC”) or Financial Claims Scheme (“FCS”) insurable limits. The Company has never experienced any losses related to these balances. The uninsured cash balance as of September 30, 2022, was $0. The Company does not believe it is exposed to significant credit risk on cash and cash equivalents. | Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. At times, cash balances may exceed the Federal Deposit Insurance Corporation (“FDIC”) or Financial Claims Scheme (“FCS”) insurable limits . The Company has never experienced any losses related to these balances. As of December 31, 2021 and 2020, cash amounts in excess of $250,000 were not fully insured. The uninsured cash balance as of December 31, 2021 and 2020, was approximately $2.7 million and $7.7 million, respectively. The Company does not believe it is exposed to significant credit risk on cash and cash equivalents. |
Concentration of Credit Risk and Other Risks and Uncertainties | Concentration of Credit Risk and Other Risks and Uncertainties The Company provides credit in the normal course of business. The Company maintains allowances for credit losses on factors surrounding the credit risk of specific customers, historical trends, and other information. The Company operates in Australia and holds total assets of $622,445. It is reasonably possible that operations located outside an entity’s home country will be disrupted in the near term. | Concentration of Credit Risk and Other Risks and Uncertainties The Company provides credit in the normal course of business. The Company maintains allowances for credit losses on factors surrounding the credit risk of specific customers, historical trends, and other information. The Company operates in Australia and holds total assets of $675,024 that are considered to be reasonably possible that operations located outside an entity’s home country will be disrupted in the near term. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method (after taking into account their respective estimated residual values) over the estimated useful lives of the respective assets as follows: Estimated Computer equipment and software 3 Furniture and fixtures 5 Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the condensed consolidated statements of operations. | Property and Equipment Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation is computed by the straight-line method (after taking into account their respective estimated residual values) over the estimated useful lives of the respective assets as follows: Estimated Computer equipment and software 3 Furniture and fixtures 5 Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the consolidated statements of operations. |
Long-lived Assets Including Goodwill and Other Acquired Intangibles Assets | Long-lived Assets Including Goodwill and Other Acquired Intangible Assets We evaluate the recoverability of property and equipment, acquired finite-lived intangible assets and, purchased infinite life digital assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. The evaluation is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate from the use and eventual disposition. Digital assets accounted for as intangible assets are subject to impairment losses if the fair value of digital assets decreases other than temporary below the carrying value. The fair value is measured using the quoted price of the crypto asset at the time its fair value is being measured. If such review indicates that the carrying amount of property and equipment and intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value. During the three months ended September 30, 2022, the Company recorded an impairment charge of $249,586 for intangible assets. During the nine months ended September 30, 2022, the Company recorded an impairment charge of $257,117 for intangible assets. Acquired finite-lived intangible assets are amortized on a straight-line basis over the estimated useful lives of the assets. We routinely review the remaining estimated useful lives of property and equipment and finite-lived intangible assets. If we change the estimated useful life assumption for any asset, the remaining unamortized balance is amortized or depreciated over the revised estimated useful life. The remaining weighted average life of the intangible assets are 7.1 years. Scheduled amortization over the next five years are as follows: Twelve months ending September 30, 2023 $ 415,215 2024 443,236 2025 280,223 2026 260,935 2027 239,934 Thereafter 739,762 Total 2,379,305 Intangible assets not subject to amortization 157,294 Total Intangible Assets $ 2,536,599 Amortization expense was $94,130 and $75,069 for the three months ended September 30, 2022 and 2021, respectively. Amortization expense was $355,509 and $143,776 for the nine months ended September 30, 2022 and 2021, respectively. Goodwill is not amortized but is subject to periodic testing for impairment in accordance with ASC Topic 350 “Intangibles – Goodwill and Other – Testing Indefinite-Lived Intangible Assets for Impairment” (“ASC Topic 350”). The Company tests goodwill for impairment on an annual basis as of the last day of the Company’s fiscal December each year or more frequently if events occur or circumstances change indicating that the fair value of the goodwill may be below its carrying amount. The Company has four reporting units. The Company uses an income-based approach to determine the fair value of the reporting units. This approach uses a discounted cash flow methodology and the ability of our reporting units to generate cash flows as measures of fair value of our reporting units. During the year ended December 31, 2021, the Company completed its annual impairment test of goodwill. The Company performed the qualitative assessment as permitted by ASC 350-20 and determined for three of its reporting units that the fair value of those reporting units was more likely than not greater than their carrying value, including Goodwill. However, based on this qualitative assessment, the Company determined that the carrying value of the Seller’s Choice reporting unit was more likely than not greater than its carrying value, including Goodwill. Based on completion of the annual impairment test, the Company recorded an impairment charge of $1,035,795 for goodwill. During the three months ended September 30, 2022, management observed impairment indicators that led them to believe the carrying amount of goodwill was below its carrying value. The Company determined that the carrying value of the Plant Camp and Dune reporting units were more likely than not greater than their carrying value, including Goodwill. Based on estimated impairment computed, the Company recorded an impairment charge of $25,139 for goodwill. The following table sets forth a summary of the changes in goodwill for the three months ended September 30, 2022. For the Total As of July 1, 2022 $ 1,383,785 Goodwill acquired in a business combination 6,682 Impairment of goodwill (25,139 ) As of September 30, 2022 $ 1,365,328 The following table sets forth a summary of the changes in goodwill for the nine months ended September 30, 2022. For the Total As of January 1, 2022 $ 1,374,835 Goodwill acquired in a business combination 15,632 Impairment of goodwill (25,139 ) As of September 30, 2022 $ 1,365,328 | Long-lived Assets Including Goodwill and Other Acquired Intangible Assets We evaluate the recoverability of property and equipment and acquired finite-lived intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. The evaluation is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate from the use and eventual disposition. If such review indicates that the carrying amount of property and equipment and intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value. During the year ended December 31, 2021 and 2020, the Company recorded an impairment charge of $688,127.00 and $0, respectively for intangible assets. Acquired finite-lived intangible assets are amortized on a straight-line basis over the estimated useful lives of the assets. We routinely review the remaining estimated useful lives of property and equipment and finite-lived intangible assets. If we change the estimated useful life assumption for any asset, the remaining unamortized balance is amortized or depreciated over the revised estimated useful life. The remaining weighted average life of the intangible assets are 7.26 years. Scheduled amortization over the next five years are as follows: Twelve months ending December 31, 2022 $ 493,660 2023 407,848 2024 347,936 2025 231,624 2026 219,749 Thereafter 732,024 Total $ 2,432,841 Goodwill is not amortized but is subject to periodic testing for impairment in accordance with ASC Topic 350 “Intangibles - Goodwill and Other - Testing Indefinite-Lived Intangible Assets for Impairment” (“ASC Topic 350”). The Company tests goodwill for impairment on an annual basis as of the last day of the Company’s fiscal December each year or more frequently if events occur or circumstances change indicating that the fair value of the goodwill may be below its carrying amount. The Company has four reporting units. The Company uses an income-based approach to determine the fair value of the reporting units. This approach uses a discounted cash flow methodology and the ability of our reporting units to generate cash flows as measures of fair value of our reporting units. During the year ended December 31, 2021, the Company completed its annual impairment test of goodwill. The Company performed the qualitative assessment as permitted by ASC 350-20 and determined for three of its reporting units that the fair value of those reporting units was more likely than not greater than their carrying value, including Goodwill. However, based on this qualitative assessment, the Company determined that the carrying value of the Seller’s Choice reporting unit was more likely than not greater than its carrying value, including Goodwill. Based on completion of the annual impairment test, the Company recorded an impairment charge of $1,035,795 for goodwill. The following table sets forth a summary of the changes in goodwill for the years ended December 31, 2020 and 2021. For the Total As of January 1, 2020 and 2021 $ 1,035,795 Goodwill acquired in a business combination 1,374,835 Impairment of goodwill (1,035,795 ) As of December 31, 2021 1,374,835 |
Commitments and Contingencies | Commitments and Contingencies The Company follows subtopic 450-20 of the FASB ASC to report accounting for contingencies. Certain conditions may exist as of the date the condensed consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s condensed consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. | Commitments and Contingencies The Company follows subtopic 450-20 of the FASB ASC to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. |
Foreign Currency | Foreign Currency Foreign currency denominated assets and liabilities are translated into U.S. dollars using the exchange rates in effect at our Condensed Consolidated Balance Sheet dates. Results of operations and cash flows are translated using the average exchange rates throughout the periods. The effect of exchange rate fluctuations on the translation of assets and liabilities is included as a component of stockholders’ equity in accumulated other comprehensive income. Gains and losses from foreign currency transactions, which are included in operating expenses, have not been significant in any period presented. | Foreign Currency Foreign currency denominated assets and liabilities are translated into U.S. dollars using the exchange rates in effect at our Consolidated Balance Sheet dates. Results of operations and cash flows are translated using the average exchange rates throughout the periods. The effect of exchange rate fluctuations on the translation of assets and liabilities is included as a component of stockholders’ equity in accumulated other comprehensive income. Gains and losses from foreign currency transactions, which are included in operating expenses, have not been significant in any period presented. |
Derivative Liability | Derivative Liability The Company evaluates its debt and equity issuances to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 815-10-05-4 and Section 815-40-25 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the condensed consolidated statement of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then the related fair value is reclassified to equity. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date. The Company adopted Section 815-40-15 of the FASB Accounting Standards Codification (“Section 815-40-15”) to determine whether an instrument (or an embedded feature) is indexed to the Company’s own stock. Section 815-40-15 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions. The Company utilizes a binomial option model for convertible notes that have an option to convert at a variable number of shares to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The inputs utilized in the application of the Binomial model included a stock price on valuation date, an expected term of each debenture remaining from the valuation date to maturity, an estimated volatility, and a risk-free rate. The Company records the change in the fair value of the derivative as other income or expense in the condensed consolidated statements of operations. | Derivative Liability The Company evaluates its debt and equity issuances to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 815-10-05-4 and Section 815-40-25 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the consolidated statement of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then the related fair value is reclassified to equity. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date. The Company adopted Section 815-40-15 of the FASB Accounting Standards Codification (“Section 815-40-15”) to determine whether an instrument (or an embedded feature) is indexed to the Company’s own stock. Section 815-40-15 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions. The Company changed its method of accounting for the debt and warrants through the early adoption of ASU 2017-11 during the three months ended December 31, 2017, on a retrospective basis. The Company utilizes a Monte Carlo simulation model for the make whole feature and a binomial option model for convertible notes that have an option to convert at a variable number of shares to compute the fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date. The inputs utilized in the application of the Monte Carlo model included a starting stock price, an expected term of each debenture remaining from the valuation date to maturity, an estimated volatility, drift, and a risk-free rate. The inputs utilized in the application of the Binomial model included a stock price on valuation date, an expected term of each debenture remaining from the valuation date to maturity, an estimated volatility, and a risk-free rate. The Company records the change in the fair value of the derivative as other income or expense in the consolidated statements of operations. |
Shipping and Handling Costs | Shipping and Handling Costs The Company classifies freight billed to customers as sales revenue and the related freight costs as cost of revenue. | Shipping and Handling Costs The Company classifies freight billed to customers as sales revenue and the related freight costs as cost or revenue. |
Revenue Recognition | Revenue Recognition Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We determine revenue recognition through the following steps: ● identification of the contract, or contracts, with a customer; ● identification of the performance obligations in the contract; ● determination of the transaction price. The transaction price for any given subscriber could decrease based on any payments made to that subscriber. A subscriber may be eligible for payment through one or more of the monetization features offered to Vocal creators, including earnings through reads (on a cost per mile basis) and cash prizes offered to Challenge winners; ● allocation of the transaction price to the performance obligations in the contract; and ● recognition of revenue when, or as, we satisfy a performance obligation. Revenue disaggregated by revenue source for the three and nine months ended September 30, 2022 and 2021 consists of the following: Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Agency (Managed Services, Branded Content, & Talent Management Services) $ 442,867 $ 555,766 $ 1,613,924 $ 1,472,902 Platform (Creator Subscriptions) 230,212 611,714 1,138,812 1,370,581 Ecommerce 347,944 4,153 1,237,634 9,679 Affiliate Sales 1,828 7,619 7,120 23,425 Other Revenue - 368 - 17,803 $ 1,022,851 $ 1,179,620 $ 3,997,490 $ 2,894,390 The Company utilizes the output method to measures the results achieved and value transferred to a customer over time. Timing of revenue recognition for the three and nine months ended September 30, 2022 and 2021 consists of the following: Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Products and services transferred over time $ 673,079 $ 1,167,480 $ 2,752,736 $ 2,843,483 Products transferred at a point in time 349,772 12,140 1,244,754 50,907 $ 1,022,851 $ 1,179,620 $ 3,997,490 $ 2,894,390 Agency Revenue Managed Services The Company provides Studio/Agency Service offerings to business-to-business (B2B) and business-to-consumer (B2C) product and service brands which encompasses a full range of digital marketing and e-commerce solutions. The Company’s services include the setup and ongoing management of clients’ websites, Amazon and Shopify storefronts and listings, social media pages, search engine marketing, and other various tools and sales channels utilized by e-commerce sellers for sales and growth optimization. Contracts are broken into three categories: Partners, Monthly Services, and Projects. Contract amounts for Partner and Monthly Services clients range from approximately $500-$7,500 per month while Project amounts vary depending on the scope of work. Partner and Monthly clients are billed monthly for the work completed within that month. Partner Clients may or may not have an additional billing component referred to as Sales Performance Fee, which is a fee based upon a previously agreed upon percentage point of the client’s total sales for the month. Some Partners may also have projects within their contracts that get billed and recognized as agreed upon project milestones are achieved. Revenue is recognized over time as service obligations and milestones in the contract are met. Branded Content Branded content represents the revenue recognized from the Company’s obligation to create and publish branded articles and/or branded challenges for clients on the Vocal platform and promote said stories, tracking engagement for the client. In the case of branded articles, the performance obligation is satisfied when the Company successfully publishes the articles on its platform and meets any required promotional milestones as per the contract. In the case of branded challenges, the performance obligation is satisfied when the Company successfully closes the challenge and winners have been announced. The Company utilizes the completed contract method when revenue is recognized over time as the services are performed and any required milestones are met. Certain contracts contain separate milestones whereas the Company separates its performance obligations and utilizes the stand-alone selling price method and residual method to determine the estimate of the allocation of the transaction price. Below are the significant components of a typical agreement pertaining to branded content revenue: ● The Company collects fixed fees ranging from $10,000 to $110,000, with branded challenges ranging from $10,000 to $25,000 and branded articles ranging from $2,500 to $7,500 per article. ● Branded articles are created and published, and challenges are completed, within three months of the signed agreement, or as previously negotiated with the client. ● Branded articles and challenges are promoted per the contract and engagement reports are provided to the client. ● Most contracts include provisions for clients to acquire content rights at the end of the campaign for a flat fee. Talent Management Services Talent Management represents the revenue recognized by WHE Agency, Inc. (“WHE”) from the Company’s obligation to manage and oversee influencer-led campaigns from the contract negotiation stage through content creation and publication. WHE acts in an agent capacity for influencers and collects a management fee of 20% of the value of an influencer’s contract with a brand. Revenue is recognized net of the 80% of the contract that is collected by the influencer and is recognized when performance obligations of the contract are met. Performance obligations are complete when milestones and deliverables of contracts are delivered to the client. Below are the significant components of a typical agreement pertaining to talent management revenue: ● Total gross contracts range from $500-$50,000. ● The Company collects fixed fees in the amount of 20% of the gross contract amount, ranging from $100 to $20,000 in net revenue per contract. ● The campaign is created and made live by the influencer within the timeframe specified in the contract. ● Campaigns are promoted per the contract and the customer is provided a link to the live deliverables on the influencer’s social media channels. ● Most billing for contracts occur 100% at execution of the performance obligation. Net payment terms vary by client. Platform Revenue Creator Subscriptions Vocal+ is a premium subscription offering for Vocal creators. In addition to joining for free, Vocal creators now have the option to sign up for a Vocal+ membership for either $9.99 monthly or $99 annually, though these amounts are subject to promotional discounts and free trials. Vocal+ subscribers receive access to value-added features such as increased rate of cost per mille (thousand) (“CPM”) monetization, a decreased minimum withdrawal threshold, a discount on platform processing fees, member badges for their profiles, access to exclusive Vocal+ Challenges, and early access to new Vocal features. Subscription revenues stem from both monthly and annual subscriptions, the latter of which is amortized over a twelve-month period. Any customer payments received are recognized over the subscription period, with any payments received in advance being deferred until they are earned. The transaction price for any given subscriber could decrease based on any payments made to that subscriber. A subscriber may be eligible for payment through one or more of the monetization features offered to Vocal creators, including earnings through reads (on a cost per mille basis) and cash prizes offered to Challenge winners. Potential revenue offset is calculated by reviewing a subscriber’s earnings in conjunction with payments made by the subscriber on a monthly and/or annual basis. Affiliate Sales Revenue Affiliate sales represents the commission the Company receives when a purchase is made through affiliate links placed within content hosted on the Vocal platform. Affiliate revenue is earned on a “click through” basis, upon referring visitors, via said links, to an affiliate’s site and having them complete a specific outcome, most commonly a product purchase. The Company uses multiple affiliate platforms, such as Skimlinks, Amazon, and Tune, to form and maintain thousands of vendor relationships. Each vendor establishes their own commission percentage, which typically range from 2-20%. The revenue is recognized upon receipt as reliable estimates could not be made. E-Commerce Revenue The Company’s e-commerce businesses are housed under Creatd Ventures, and currently consists of four majority-owned e-commerce companies, Camp (previously Plant Camp), Dune Glow Remedy (“Dune”), Basis, and Brave. The Company generates revenue through the sale of Camp, Dune, and Basis, and Brave’s consumer products through its e-commerce distribution channels. The Company satisfies its performance obligation upon shipment of product to its customers and recognizes shipping and handling costs as a fulfillment cost. Customers have 30 days from receipt of an item to return unopened, unused, or damaged items for a full refund. All returns are processed within the relevant recording period and accounted for as a reduction in revenue. The Company runs discounts from time to time to promote sales, improve market penetration, and increase customer retention. Any discounts are run as coupon codes applied at the time of transaction and accounted for as a reduction in gross revenue. The Company assesses variable consideration using the most likely amount method. | Revenue Recognition Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We determine revenue recognition through the following steps: ● identification of the contract, or contracts, with a customer; ● identification of the performance obligations in the contract; ● determination of the transaction price. The transaction price for any given subscriber could decrease based on any payments made to that subscriber. A subscriber may be eligible for payment through one or more of the monetization features offered to Vocal creators, including earnings through reads (on a cost per mile basis) and cash prizes offered to Challenge winners; ● allocation of the transaction price to the performance obligations in the contract; and ● recognition of revenue when, or as, we satisfy a performance obligation. Revenue disaggregated by revenue source for the years ended December 31, 2021 and 2020 consists of the following: Years Ended December 31, 2021 2020 Agency (Managed Services, Branded Content, & Talent Management Services) $ 2,256,546 $ 1,100,199 Platform (Creator Subscriptions) 1,926,135 70,623 Ecommerce (Tangible products) 90,433 - Affiliate Sales 26,453 33,748 Other Revenue 150 8,300 $ 4,299,717 $ 1,212,870 The Company utilizes the output method to measures the results achieved and value transferred to a customer over time. Timing of revenue recognition for the years ended December 31, 2021 and 2020 consists of the following: Years Ended December 31, 2021 2020 Products and services transferred over time $ 4,182,681 $ 1,100,199 Products and services transferred at a point in time 117,036 112,671 $ 4,299,717 $ 1,212,870 Agency Revenue Managed Services The Company provides Studio/Agency Service offerings to business-to-business (B2B) and business-to-consumer (B2C) product and service brands which encompasses a full range of digital marketing and e-commerce solutions. The Company’s services include the setup and ongoing management of clients’ websites, Amazon and Shopify storefronts and listings, social media pages, search engine marketing, and other various tools and sales channels utilized by e-commerce sellers for sales and growth optimization. Contracts are broken into three categories: Partners, Monthly Services, and Projects. Contract amounts for Partner and Monthly Services clients range from approximately $500-$7,500 per month while Project amounts vary depending on the scope of work. Partner and Monthly clients are billed monthly for the work completed within that month. Partner Clients may or may not have an additional billing component referred to as Sales Performance Fee, which is a fee based upon a previously agreed upon percentage point of the client’s total sales for the month. Some Partners may also have projects within their contracts that get billed and recognized as agreed upon project milestones are achieved. Revenue is recognized over time as service obligations and milestones in the contract are met. Branded Content Branded content represents the revenue recognized from the Company’s obligation to create and publish branded articles and/or branded challenges for clients on the Vocal platform and promote said stories, tracking engagement for the client. In the case of branded articles, the performance obligation is satisfied when the Company successfully publishes the articles on its platform and meets any required promotional milestones as per the contract. In the case of branded challenges, the performance obligation is satisfied when the Company successfully closes the challenge and winners have been announced. The Company utilizes the completed contract method when revenue is recognized over time as the services are performed and any required milestones are met. Certain contracts contain separate milestones whereas the Company separates its performance obligations and utilizes the stand-alone selling price method and residual method to determine the estimate of the allocation of the transaction price. Below are the significant components of a typical agreement pertaining to branded content revenue: ● The Company collects fixed fees ranging from $10,000 to $110,000, with branded challenges ranging from $10,000 to $25,000 and branded articles ranging from $2,500 to $7,500 per article. ● Branded articles are created and published, and challenges are completed, within three months of the signed agreement, or as previously negotiated with the client. ● Branded articles and challenges are promoted per the contract and engagement reports are provided to the client. ● Most contracts include provisions for clients to acquire content rights at the end of the campaign for a flat fee. Talent Management Services Talent Management represents the revenue recognized by WHE Agency, Inc. (“WHE”) from the Company’s obligation to manage and oversee influencer-led campaigns from the contract negotiation stage through content creation and publication. WHE acts in an agent capacity for influencers and collects a management fee of 20% of the value of an influencer’s contract with a brand. Revenue is recognized net of the 80% of the contract that is collected by the influencer and is recognized when performance obligations of the contract are met. Performance obligations are complete when milestones and deliverables of contracts are delivered to the client. Below are the significant components of a typical agreement pertaining to talent management revenue: ● Total gross contracts range from $500-$50,000. ● The Company collects fixed fees in the amount of 20% of the gross contract amount, ranging from $100 to $20,000 in net revenue per contract. ● The campaign is created and made live by the influencer within one month of the signed agreement, or as previously negotiated with the client. ● Campaigns are promoted per the contract and the customer is provided a link to the live deliverables on the influencer’s social media channels. ● Most billing for contracts occur 100% at execution of the performance obligation. Net payment terms vary by client. Platform Revenue Creator Subscriptions Vocal+ is a premium subscription offering for Vocal creators. In addition to joining for free, Vocal creators now have the option to sign up for a Vocal+ membership for either $9.99 monthly or $99 annually, though these amounts are subject to promotional discounts and free trials. Vocal+ subscribers receive access to value-added features such as increased rate of cost per mille (thousand) (“CPM”) monetization, a decreased minimum withdrawal threshold, a discount on platform processing fees, member badges for their profiles, access to exclusive Vocal+ Challenges, and early access to new Vocal features. Subscription revenues stem from both monthly and annual subscriptions, the latter of which is amortized over a twelve-month period. Any customer payments received are recognized over the subscription period, with any payments received in advance being deferred until they are earned. The transaction price for any given subscriber could decrease based on any payments made to that subscriber. A subscriber may be eligible for payment through one or more of the monetization features offered to Vocal creators, including earnings through reads (on a cost per mille basis) and cash prizes offered to Challenge winners. Estimates are utilized for payments made for earnings through reads, by establishing the lifetime a subscriber has had a Vocal account, determining the percentage of that lifetime that the subscriber has been a paying customer, and applying that percentage to payments for earnings through reads in the relevant reporting period. Affiliate Sales Revenue Affiliate sales represents the commission the Company receives when a purchase is made through affiliate links placed within content hosted on the Vocal platform. Affiliate revenue is earned on a “click through” basis, upon referring visitors, via said links, to an affiliate’s site and having them complete a specific outcome, most commonly a product purchase. The Company uses multiple affiliate platforms, such as Skimlinks, Amazon, and Tune, to form and maintain thousands of vendor relationships. Each vendor establishes their own commission percentage, which typically range from 2-20%. The revenue is recognized upon receipt as reliable estimates could not be made. E-Commerce Revenue The Company’s e-commerce businesses are housed under Creatd Ventures, and currently consists of two majority-owned e-commerce companies, Camp (previously Plant Camp) and Dune Glow Remedy (“Dune”). The Company generates revenue through the sale of Camp and Dune’s consumer products through its e-commerce distribution channels. The Company satisfies its performance obligation upon shipment of product to its customers and recognizes shipping and handling costs as a fulfillment cost. Customers have 30 days from receipt of an item to return unopened, unused items. The Company runs discounts from time to time to promote sales, improve market penetration, and increase customer retention. |
Deferred Revenue | Deferred Revenue Deferred revenue consists of billings and payments from clients in advance of revenue recognition. The Company has two types of deferred revenue, subscription revenue whereas the revenue is recognized over the subscription period and contract liabilities where the performance obligation was not satisfied. The Company will recognize the deferred revenue within the next twelve months. As of September 30, 2022, the Company had deferred revenue of $305,555. As of December 31, 2021, the Company had deferred revenue of $234,159, of which $159,727 was recognized as revenue in the nine months ended September 30, 2022, and $13,512 was recognized as revenue in the three months ended September 30, 2022. | Deferred Revenue Deferred revenue consists of billings and payments from clients in advance of revenue recognition. The Company has two types of deferred revenue, subscription revenue whereas the revenue is recognized over the subscription period and contract liabilities where the performance obligation was not satisfied. The Company will recognize the deferred revenue over the next year. As of December 31, 2021, and 2020, the Company had deferred revenue of $234,159 and $88,637, respectively. |
Accounts Receivable and Allowances | Accounts Receivable and Allowances Accounts receivable are recorded and carried when the Company has performed the work in accordance with managed services, project, partner, consulting and branded content agreements. For example, we bill a managed service client monthly when we have updated their Amazon store, modified SEO or completed the other services listed in the agreement. For projects and branded content, we will bill the client and record the receivable once milestones are reached that are set in the agreement. We make estimates for the allowance for doubtful accounts and allowance for unbilled receivables based upon our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, and other factors that may affect our ability to collect from customers. During the nine months ended September 30, 2022, the Company recorded $124,186, as a bad debt expense. As of September 30, 2022, the Company has an allowance for doubtful accounts of $311,133. As of December 31, 2021, the Company has an allowance for doubtful accounts of $186,147. | Accounts Receivable and Allowances Accounts receivable are recorded and carried when the Company has performed the work in accordance with managed services, project, partner, consulting and branded content agreements. For example, we bill a managed service client monthly when we have updated their Amazon store, modified SEO or completed the other services listed in the agreement. For projects and branded content, we will bill the client and record the receivable once milestones are reached that are set in the agreement. We make estimates for the allowance for doubtful accounts and allowance for unbilled receivables based upon our assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, and other factors that may affect our ability to collect from customers. During the years ended December 31, 2021 and 2020, the Company recorded $110,805 and $53,692, respectively as a bad debt expense. As of December 31, 2021 and 2020, the Company has an allowance for doubtful accounts of $186,147 and $80,509, respectively. |
Inventory | Inventory Inventories are stated at the lower of cost (first-in, first-out basis) or net realizable value. Inventories are periodically evaluated to identify obsolete or otherwise impaired products and are written off when management determines usage is not probable. The Company estimates the balance of excess and obsolete inventory by analyzing inventory by age using last used and original purchase date and existing sales pipeline for which the inventory could be used. As of September 30, 2022, and December 31, 2021, the Company had no valuation allowance. | Inventory Inventories are stated at the lower of cost (first-in, first-out basis) or net realizable value. Inventories are periodically evaluated to identify obsolete or otherwise impaired products and are written off when management determines usage is not probable. The Company estimates the balance of excess and obsolete inventory by analyzing inventory by age using last used and original purchase date and existing sales pipeline for which the inventory could be used. As of December 31, 2021 and 2020, the Company has no valuation allowance. |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes compensation expense for all equity–based payments granted in accordance with Accounting Standards Codification (“ASC”) 718 “Compensation – Stock Compensation”. Under fair value recognition provisions, the Company recognizes equity–based compensation over the requisite service period of the award. The company has a relatively low forfeiture rate of stock based compensation and forfeitures are recognized as they occur. Restricted stock awards are granted at the discretion of the Company. These awards are restricted as to the transfer of ownership and generally vest over the requisite service periods. The fair value of an option award is estimated on the date of grant using the Black–Scholes option valuation model. The Black–Scholes option valuation model requires the development of assumptions that are inputs into the model. These assumptions are the value of the underlying share, the expected stock volatility, the risk–free interest rate, the expected life of the option, the dividend yield on the underlying stock and the expected forfeiture rate. Expected volatility is volatility is derived from the Company’s historical data over the expected option life and other appropriate factors. Risk–free interest rates are calculated based on continuously compounded risk–free rates for the appropriate term. The dividend yield is assumed to be zero as the Company has never paid or declared any cash dividends on its Common stock and does not intend to pay dividends on its Common stock in the foreseeable future. Forfeitures are recognized as they occur. Determining the appropriate fair value model and calculating the fair value of equity–based payment awards requires the input of the subjective assumptions described above. The assumptions used in calculating the fair value of equity–based payment awards represent management’s best estimates, which involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and the Company uses different assumptions, our equity–based compensation could be materially different in the future. The Company issues awards of equity instruments, such as stock options and restricted stock units, to employees and certain non-employee directors. Compensation expense related to these awards is based on the fair value of the underlying stock on the award date and is amortized over the service period, defined as the vesting period. The vesting period is generally one to three years. A Black-Scholes model is utilized to estimate the fair value of stock options, while the market price of the Company’s common stock at the date of grant is used for restricted stock units. Compensation expense is reduced for actual forfeitures as they occur. | Stock-Based Compensation The Company recognizes compensation expense for all equity–based payments granted in accordance with Accounting Standards Codification (“ASC”) 718 “Compensation – Stock Compensation”. Under fair value recognition provisions, the Company recognizes equity–based compensation over the requisite service period of the award. The company has a relatively low forfeiture rate of stock based compensation and forfeitures are recognized as they occur. Restricted stock awards are granted at the discretion of the Company. These awards are restricted as to the transfer of ownership and generally vest over the requisite service periods. The fair value of an option award is estimated on the date of grant using the Black–Scholes option valuation model. The Black–Scholes option valuation model requires the development of assumptions that are inputs into the model. These assumptions are the value of the underlying share, the expected stock volatility, the risk–free interest rate, the expected life of the option, the dividend yield on the underlying stock and the expected forfeiture rate. Expected volatility is volatility is derived from the Company’s historical data over the expected option life and other appropriate factors. Risk–free interest rates are calculated based on continuously compounded risk–free rates for the appropriate term. The dividend yield is assumed to be zero as the Company has never paid or declared any cash dividends on its Common stock and does not intend to pay dividends on its Common stock in the foreseeable future. Forfeitures are recognized as they occur. Determining the appropriate fair value model and calculating the fair value of equity–based payment awards requires the input of the subjective assumptions described above. The assumptions used in calculating the fair value of equity–based payment awards represent management’s best estimates, which involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and the Company uses different assumptions, our equity–based compensation could be materially different in the future. The Company issues awards of equity instruments, such as stock options and restricted stock units, to employees and certain non-employee directors. Compensation expense related to these awards is based on the fair value of the underlying stock on the award date and is amortized over the service period, defined as the vesting period. The vesting period is generally one to three years. A Black-Scholes model is utilized to estimate the fair value of stock options, while the market price of the Company’s common stock at the date of grant is used for restricted stock units. Compensation expense is reduced for actual forfeitures as they occur. |
Loss Per Share | Loss Per Share Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, which is the case for the three and nine months ended September 30, 2022 and 2021 presented in these condensed consolidated financial statements, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. The Company had the following common stock equivalents at September 30, 2022 and 2021: September 30, 2022 2021 Series E preferred 121 148 Options 4,408,267 2,327,445 Warrants 20,429,630 6,558,705 Convertible notes 32,215,486 228,334 Totals 57,053,504 9,114,632 | Loss Per Share Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, which is the case for the years ended December 31, 2021 and 2020 presented in these consolidated financial statements, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. The Company had the following common stock equivalents at December 31, 2021 and 2020: December 31, 2021 2020 Options 2,902,619 541,021 Warrants 5,658,830 3,228,235 Totals 8,561,449 3,769,256 |
Reclassifications | Reclassifications Certain prior year amounts in the condensed consolidated financial statements and the notes thereto have been reclassified where necessary to conform to the current year’s presentation. These reclassifications did not affect the prior period’s total assets, total liabilities, stockholders’ deficit, net loss or net cash used in operating activities. During the year ended December 31, 2021, we adopted a change in presentation on our condensed consolidated statements of operations and comprehensive loss in order to present a gross profit line, the presentation of which is consistent with our peers. Under the new presentation, we began allocating payroll and related expenses, professional services and creator payouts. Prior periods have been revised to reflect this change in presentation. | Reclassifications Certain prior year amounts in the consolidated financial statements and the notes thereto have been reclassified where necessary to conform to the current year’s presentation. These reclassifications did not affect the prior period’s total assets, total liabilities, stockholders’ deficit, net loss or net cash used in operating activities. During the year ended December 31, 2021, we adopted a change in presentation on our consolidated statements of operations and comprehensive loss in order to present a gross profit line, the presentation of which is consistent with our peers. Under the new presentation, we began allocating payroll and related expenses, professional services and creator payouts. Prior periods have been revised to reflect this change in presentation. |
Recently Adopted Accounting Guidance | Recently Adopted Accounting Guidance In May 2021, the FASB issued authoritative guidance intended to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. (ASU 2021-04), “Derivatives and Hedging Contracts in Entity’s Own Equity (Topic 815). This guidance’s amendments provide measurement, recognition, and disclosure guidance for an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. The updated guidance, which became effective for fiscal years beginning after December 15, 2021, During the nine months ended September 30, 2022 the Company recognized a deemed dividend of $63,064 from the modification of warrants. | Recently Adopted Accounting Guidance In December 2019, the FASB issued authoritative guidance intended to simplify the accounting for income taxes (ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”). This guidance eliminates certain exceptions to the general approach to the income tax accounting model and adds new guidance to reduce the complexity in accounting for income taxes. This guidance is effective for annual periods after December 15, 2020, including interim periods within those annual periods. The updated guidance, which became effective for fiscal years beginning after December 15, 2020, did not have a material impact on the Company’s consolidated financial statements. |
Recent Accounting Guidance Not Yet Adopted | Recent Accounting Guidance Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU-2016-13”). ASU 2016-13 affects loans, debt securities, trade receivables, and any other financial assets that have the contractual right to receive cash. The ASU requires an entity to recognize expected credit losses rather than incurred losses for financial assets. On October 16, 2019, FASB approved a final ASU delaying the effective date of ASU 2016-13 for small reporting companies to interim and annual periods beginning after December 15, 2022. The Company is currently evaluating the impact of these amendments to the Company’s financial position and results of operations and currently does not know or cannot reasonably quantify the impact of the adoption of the amendments as a result of the complexity and extensive changes from the amendments. The Company does not believe the adoption will have a material impact on the Company’s condensed consolidated financial statements. The adoption of the guidance will affect disclosures and estimates around accounts receivable. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This ASU amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity’s own equity, and also improves and amends the related EPS guidance for both Subtopics. ASU 2020-06 is effective for the fiscal year beginning after December 15, 2022, including interim periods within that fiscal year. The Company is currently evaluating the impact of the new guidance on its condensed consolidated financial statements. In July 2021, the FASB issued ASU No. 2021-05, Lessors—Certain Leases with Variable Lease Payments (Topic 842), Which requires a lessor to classify a lease with variable lease payments that do not depend on an index or rate (hereafter referred to as “variable payments”) as an operating lease on the commencement date of the lease if specified criteria are met. ASU 2021-05 is effective for the fiscal year beginning after December 15, 2022, including interim periods within that fiscal year. The Company expects that there would be no material impact on the Company’s condensed consolidated financial statements upon the adoption of this ASU. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations — Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805), Which aims to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in recognition and payment terms that effect subsequent revenue recognition. ASU 2021-08 is effective for the fiscal year beginning after December 15, 2022, including interim periods within that fiscal year. The Company expects that there would be no material impact on the Company’s condensed consolidated financial statements upon the adoption of this ASU. Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying condensed consolidated financial statements. | Recent Accounting Guidance Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU-2016-13”). ASU 2016-13 affects loans, debt securities, trade receivables, and any other financial assets that have the contractual right to receive cash. The ASU requires an entity to recognize expected credit losses rather than incurred losses for financial assets. ASU 2016-13 is effective for the fiscal year beginning after December 15, 2022, including interim periods within that fiscal year. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This ASU amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity’s own equity, and also improves and amends the related EPS guidance for both Subtopics. The ASU will be effective for annual reporting periods after December 15, 2021, and interim periods within those annual periods and early adoption is permitted. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. In May 2021, the FASB issued authoritative guidance intended to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. (ASU 2021-04), “Derivatives and Hedging Contracts in Entity’s Own Equity (Topic 815). This guidance amendments provide measurement, recognition, and disclosure guidance for an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. This guidance is effective for annual periods after December 15, 2021, including interim periods within those annual periods. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements. In July 2021, the FASB issued ASU No. 2021-05, Lessors—Certain Leases with Variable Lease Payments (Topic 842), Which requires a lessor to classify a lease with variable lease payments that do not depend on an index or rate (hereafter referred to as “variable payments”) as an operating lease on the commencement date of the lease if specified criteria are met. ASU 2021-05 is effective for the fiscal year beginning after December 15, 2022, including interim periods within that fiscal year. The Company expects that there would be no material impact on the Company’s consolidated financial statements upon the adoption of this ASU. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations — Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805), Which aims to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in recognition and payment terms that effect subsequent revenue recognition. ASU 2021-08 is effective for the fiscal year beginning after December 15, 2022, including interim periods within that fiscal year. The Company expects that there would be no material impact on the Company’s consolidated financial statements upon the adoption of this ASU. Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying consolidated financial statements. |
Investments | Investments Marketable securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities and are reported at fair value, with unrealized gains and losses recognized in earnings. Debt securities not classified as held-to-maturity or as trading are classified as available-for-sale, and are carried at fair market value, with the unrealized gains and losses, net of tax, included in the determination of comprehensive income and reported in stockholders’ equity. The Company accounts for its investments in available-for-sale debt securities, in accordance with sub-topic 320-10 of the FASB ASC (“Sub-Topic 320-10”). Accrued interest on these securities is included in fair value and amortized cost. Pursuant to Paragraph 320-10-35, investments in debt securities that are classified as available for sale shall be measured subsequently at fair value in the statement of financial position. Unrealized holding gains and losses for available-for-sale securities (including those classified as current assets) shall be excluded from earnings and reported in other comprehensive income until realized. The Company follows FASB ASC 320-10-35 to assess whether an investment in debt securities is impaired in each reporting period. An investment in debt securities is impaired if the fair value of the investment is less than its amortized cost. If the Company intends to sell the debt security (that is, it has decided to sell the security), an other-than-temporary impairment shall be considered to have occurred. If the Company more likely than not will be required to sell the security before recovery of its amortized cost basis or it otherwise does not expect to recover the entire amortized cost basis of the security, an other-than-temporary impairment shall be considered to have occurred. The Company considers the expected cash flows from the investment based on reasonable and supportable forecasts as well as several other factors to estimate whether a credit loss exists. If the Company intends to sell the security or more likely than not will be required to sell the security before recovery of its amortized cost basis less any current-period credit loss, the other-than-temporary impairment shall be recognized in earnings equal to the entire difference between the investment’s amortized cost basis and its fair value at the balance sheet date. The following table sets forth a summary of the changes in marketable securities - available-for-sale debt securities that are measured at fair value on a recurring basis: For the Total As of January 1, 2020 - Purchase of marketable securities $ 210,000 Interest due at maturity 4,829 Other than temporary impairment (50,000 ) Conversion of marketable securities (102,096 ) As of December 31, 2020 62,733 Purchase of marketable securities - Interest due at maturity - Other than temporary impairment (62,733 ) Conversion of marketable securities - December 31, 2021 $ - We invest in debt securities. Our investments in debt securities are subject to interest rate risk. To minimize the exposure due to an adverse shift in interest rates, we invest in securities with maturities of two years or less and maintain a weighted average maturity of one year or less. As of December 31, 2021, all of our investments had maturities between one and three years. The marketable debt security investments are evaluated for impairment if events or circumstances arise that indicate that the carrying amount of such assets may not be recoverable. During the years ended December 31, 2021 and 2020, the Company recognized a $62,733 and $50,000 respectively from the impairment of the debt security. The following table sets forth a summary of the changes in equity investments, at cost that are measured at fair value on a non-recurring basis: For the Total As of January 1, 2020 $ - Purchase of equity investments 115,000 Conversion of marketable securities 102,096 As of December 31, 2020 217,096 Purchase of equity investments 150,000 Other than temporary impairment (102,096 ) Conversion to equity method investments (215,000 ) As of December 31, 2021 $ 50,000 The Company has elected to measure its equity securities without a readily determinable fair value at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. An election to measure an equity security in accordance with this paragraph shall be made for each investment separately. The Company performed a qualitative assessment considering impairment indicators to evaluate whether these investments were impaired. Impairment indicators that the Company considered included the following: a) a significant deterioration in the earnings performance, credit rating, asset quality or business prospects of the investee; b) a significant adverse change in the regulatory, economic or technology environment of the investee; c) a significant adverse change in the general market condition of either the geographical area or the industry in which the investee operates; d) a bona fide offer to purchase or an offer by the investee to sell the investment; e) factors that raise significant concerns about the investee’s ability to continue as a going concern. During the year ended December 31, 2021 the Company recognized a $102,096 impairment of the equity security. | |
Equity Method Investments | Equity Method Investments Investments in unconsolidated entities over which we have significant influence are accounted for under the equity method of accounting. Under the equity method of accounting, the Company does not consolidate the investment’s financial statements within its consolidated financial statements. Equity method investments are initially recorded at cost, then our proportional share of the underlying net income or loss is recorded as equity in net loss from equity method investments in our statement of operations, with a corresponding increase or decrease to the carrying value of the investment. Distributions received from the investee reduce our carrying value of the investment and are recorded in the consolidated statements of cash flows using the cumulative earnings approach. These investments are evaluated for impairment if events or circumstances arise that indicate that the carrying amount of such assets may not be recoverable. There were indicators of impairment related to our equity method investments for the year ended December 31, 2021. During the year ended December 31, 2021, the Company recorded an impairment charge of $487,365 for investments. | |
Income Taxes | Income Taxes Income taxes are provided in accordance with ASC No. 740, “ Accounting for Income Taxes 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 of 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. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. During the year ended December 31, 2021 and 2020, we recognized a $275,213 and $507,242 respectively, benefit for research and development tax credits in other income on the Statements of Comprehensive Income (Loss). The tax credits were claimed on our previous Australian tax returns and were based upon a research and development costs paid to an Australian company. |
Significant Accounting Polici_2
Significant Accounting Policies and Practices (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Schedule of consolidated subsidiaries and/or entities | Name of combined affiliate State or other Company Jerrick Ventures LLC Delaware 100 % Abacus Tech Pty Ltd Australia 100 % Brave Foods, LLC Brave Foods, LLC 100 % Denver Bodega, LLC Colorado 100 % Dune Inc. Delaware 50 % Plant Camp LLC Delaware 89 % OG Collection, Inc. Delaware 100 % OG Gallery, LLC Delaware 100 % Orbit Media LLC New York 51 % WHE Agency, Inc. Delaware 44 % | Name of combined affiliate State or other Company Jerrick Ventures LLC Delaware 100 % Abacus Tech Pty Ltd Australia 100 % Seller’s Choice, LLC New Jersey 100 % Recreatd, LLC Delaware 100 % Give, LLC Delaware 100 % Creatd Partners LLC Delaware 100 % Dune Inc. Delaware 50 % Plant Camp LLC Delaware 89 % Sci-Fi Shop, LLC Delaware 100 % OG Collection LLC Delaware 100 % VMENA LLC Delaware 100 % Vocal For Brands, LLC Delaware 100 % Vocal Ventures LLC Delaware 100 % What to Buy, LLC Delaware 100 % WHE Agency, Inc. Delaware 44 % |
Schedule of relevant assets and liabilities that are measured at fair value on recurring basis | Total Quoted Quoted Significant Assets: Marketable securities - equity securities $ 96 $ 96 $ - $ - Total assets $ 96 $ 96 $ - $ - | Total Quoted Quoted Significant Assets: Marketable securities - debt securities $ 62,733 $ - $ - $ 62,733 Total assets $ 62,733 $ - $ - $ 62,733 Liabilities: Derivative liabilities $ 42,231 $ - $ - $ 42,231 Total Liabilities 42,231 $ - $ - $ 42,231 Total Quoted Quoted Significant Assets: Marketable securities - debt securities $ - $ - $ - $ - Total assets $ - $ - $ - $ - Liabilities: Derivative liabilities $ - $ - $ - $ - Total Liabilities - $ - $ - $ - Total Quoted Quoted Significant Assets: Equity investments, at cost $ 50,000 $ - $ - $ 50,000 Total assets $ 50,000 $ - $ - $ 50,000 Total Quoted Quoted Significant Assets: Equity investments, at cost $ 217,096 $ - $ - $ 217,096 Total assets $ 217,096 $ - $ - $ 217,096 |
Schedule of property and equipment estimated useful lives | Estimated Computer equipment and software 3 Furniture and fixtures 5 | Estimated Computer equipment and software 3 Furniture and fixtures 5 |
Schedule of amortization over the next five years | Twelve months ending September 30, 2023 $ 415,215 2024 443,236 2025 280,223 2026 260,935 2027 239,934 Thereafter 739,762 Total 2,379,305 Intangible assets not subject to amortization 157,294 Total Intangible Assets $ 2,536,599 | Twelve months ending December 31, 2022 $ 493,660 2023 407,848 2024 347,936 2025 231,624 2026 219,749 Thereafter 732,024 Total $ 2,432,841 |
Schedule of changes in marketable securities | For the Total As of July 1, 2022 $ 1,383,785 Goodwill acquired in a business combination 6,682 Impairment of goodwill (25,139 ) As of September 30, 2022 $ 1,365,328 For the Total As of January 1, 2022 $ 1,374,835 Goodwill acquired in a business combination 15,632 Impairment of goodwill (25,139 ) As of September 30, 2022 $ 1,365,328 | For the Total As of January 1, 2020 and 2021 $ 1,035,795 Goodwill acquired in a business combination 1,374,835 Impairment of goodwill (1,035,795 ) As of December 31, 2021 1,374,835 For the Total As of January 1, 2020 - Purchase of marketable securities $ 210,000 Interest due at maturity 4,829 Other than temporary impairment (50,000 ) Conversion of marketable securities (102,096 ) As of December 31, 2020 62,733 Purchase of marketable securities - Interest due at maturity - Other than temporary impairment (62,733 ) Conversion of marketable securities - December 31, 2021 $ - For the Total As of January 1, 2020 $ - Purchase of equity investments 115,000 Conversion of marketable securities 102,096 As of December 31, 2020 217,096 Purchase of equity investments 150,000 Other than temporary impairment (102,096 ) Conversion to equity method investments (215,000 ) As of December 31, 2021 $ 50,000 |
Schedule of revenue disaggregated by revenue | Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Agency (Managed Services, Branded Content, & Talent Management Services) $ 442,867 $ 555,766 $ 1,613,924 $ 1,472,902 Platform (Creator Subscriptions) 230,212 611,714 1,138,812 1,370,581 Ecommerce 347,944 4,153 1,237,634 9,679 Affiliate Sales 1,828 7,619 7,120 23,425 Other Revenue - 368 - 17,803 $ 1,022,851 $ 1,179,620 $ 3,997,490 $ 2,894,390 | Years Ended December 31, 2021 2020 Agency (Managed Services, Branded Content, & Talent Management Services) $ 2,256,546 $ 1,100,199 Platform (Creator Subscriptions) 1,926,135 70,623 Ecommerce (Tangible products) 90,433 - Affiliate Sales 26,453 33,748 Other Revenue 150 8,300 $ 4,299,717 $ 1,212,870 |
Schedule of revenue recognition | Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Products and services transferred over time $ 673,079 $ 1,167,480 $ 2,752,736 $ 2,843,483 Products transferred at a point in time 349,772 12,140 1,244,754 50,907 $ 1,022,851 $ 1,179,620 $ 3,997,490 $ 2,894,390 | Years Ended December 31, 2021 2020 Products and services transferred over time $ 4,182,681 $ 1,100,199 Products and services transferred at a point in time 117,036 112,671 $ 4,299,717 $ 1,212,870 |
Schedule of common stock equivalents | September 30, 2022 2021 Series E preferred 121 148 Options 4,408,267 2,327,445 Warrants 20,429,630 6,558,705 Convertible notes 32,215,486 228,334 Totals 57,053,504 9,114,632 | December 31, 2021 2020 Options 2,902,619 541,021 Warrants 5,658,830 3,228,235 Totals 8,561,449 3,769,256 |
Schedule of fair value measurement inputs and valuation methodology | Fair Value Fair Value Valuation Unobservable Marketable securities - debt securities $ - $ 62,733 Discounted cash flow analysis Expected cash flows from the investment Derivative liabilities $ - $ 42,231 Monte Carlo simulations and Binomial model Risk free rate Expected volatility; Drift rate Fair Value Fair Value Valuation Methodology Unobservable Inputs Equity investments, at cost $ - $ 217,096 Qualitative assessment per ASC 321-10-35 Qualitative factors |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | ||
Schedule of Inventory | September 30, December 31, Raw Materials $ 82,834 $ - Packaging 78,799 2,907 Finished goods 717,417 103,496 $ 879,050 $ 106,403 | December 31, 2021 Packaging $ 2,907 Finished goods 103,496 $ 106,403 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of property and equipment stated at cost, less accumulated depreciation | September 30, December 31, Computer Equipment $ 447,342 $ 353,880 Furniture and Fixtures 184,524 102,416 Leasehold Improvements 47,616 11,457 679,482 467,753 Less: Accumulated Depreciation (430,519 ) (364,814 ) $ 248,963 $ 102,939 | December 31, December 31, Computer Equipment $ 353,880 $ 284,928 Furniture and Fixtures 102,416 86,888 Leasehold Improvements 11,457 - 467,753 371,816 Less: Accumulated Depreciation (364,814 ) (315,558 ) $ 102,939 $ 56,258 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Notes Payable [Abstract] | ||
Schedule of notes payable | Outstanding September 30, December 31, Interest Maturity Seller’s Choice Note $ - $ 660,000 30 % September 2020 The April 2020 PPP Loan Agreement 198,577 198,577 1 % May 2022 The First December 2021 Loan Agreement 47,990 185,655 10 % June 2023 The Second December 2021 Loan Agreement - 313,979 14 % June 2022 First Denver Bodega LLC Loan 44,008 - 5 % March 2025 The Third May 2022 Loan Agreement 16,169 - - % November 2022 The Fourth May 2022 Loan Agreement 30,558 - - % November 2022 The First August 2022 Loan Agreement 129,634 - 14 % November 2022 The Second August 2022 Loan Agreement 646,100 - - % January 2023 The First September 2022 Loan Agreement 87,884 - - % September 2023 The Second September 2022 Loan Agreement 848,625 - - % May 2023 The Third September 2022 Loan Agreement 351,964 - - % April 2023 2,401,509 1,358,211 Less: Debt Discount (614,410 ) (15,547 ) Less: Debt Issuance Costs - - 1,787,099 1,342,664 Less: Current Debt (1,758,179 ) (1,278,672 ) Total Long-Term Debt $ 28,920 $ 63,992 | Outstanding Principal as of December 31, December 31, Interest Maturity Seller’s Choice Note $ 660,000 $ 660,000 30 % September 2020 The May 2020 PPP Loan Agreement - 412,500 1 % April 2022 The April 2020 PPP Loan Agreement 198,577 282,432 1 % May 2022 The October 2020 Loan Agreement - 55,928 14 % July 2021 The November 2020 Loan Agreement - 23,716 14 % May 2021 The February 2021 Loan Agreement - - 14 % July 2021 The July 2021 Loan Agreement - - 10 % October 2022 The First December 2021 Loan Agreement 185,655 - 10 % June 2023 The Second December 2021 Loan Agreement 313,979 - 14 % June 2022 1,358,211 1,434,576 Less: Debt Discount (15,547 ) - Less: Debt Issuance Costs - - 1,342,664 1,434,576 Less: Current Debt (1,278,672 ) (1,221,539 ) Total Long-Term Debt $ 63,992 $ 213,037 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Convertible Notes Payable [Abstract] | ||
Schedule of convertible notes payable | Outstanding Warrants granted September 30, 2022 Interest Rate Conversion Price Maturity Date Quantity Exercise Price The Second February 2022 Loan Agreement $ 112,613 11 % - (*) February-23 - - The May 2022 Convertible Loan Agreement 76,814 11 % - (*) May-23 - - The May 2022 Convertible Note Offering 4,090,000 18 % 2.00 (*) November-22 4,000,000 $3.00 – $6.00 The July 2022 Convertible Note Offering 2,150,000 18 % 2.00 (*) November-22 2,150,000 $3.00 – $6.00 6,429,427 Less: Debt Discount (360,854 ) Less: Debt Issuance Costs (5,648 ) 6,062,926 (*) As subject to adjustment as further outlined in the notes | Outstanding Principal as of Warrants granted December 31, 2021 December 31, 2020 Interest Rate Conversion Price Maturity Date Quantity Exercise Price The September 2020 convertible Loan Agreement $ - $ 341,880 12 % - (*) September-21 85,555 5 The First December 2020 convertible Loan Agreement - 600,000 12 % - (*) December-21 - - The October 2020 convertible Loan Agreement - 169,400 6 % - (*) October-21 - - The Second December 2020 convertible Loan Agreement - 169,400 6 % - (*) December-21 - - The May 2021 Loan - - - % 5.00 (*) November-22 1,090,908 4.50 The July 2021 Loan 168,850 - 6 % - (*) July - 22 168,850 1,280,680 Less: Debt Discount (8,120 ) (309,637 ) Less: Debt Issuance Costs (1,537 ) (73,527 ) 897,516 Less: Current Debt (159,193 ) (897,516 ) Total Long-Term Debt $ - $ - (*) As subject to adjustment as further outlined in the notes |
Related Party (Tables)
Related Party (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of notes payable - related party | Outstanding Principal as of Warrants granted December 31, December 31, Interest Maturity Quantity Exercise The September 2020 Goldberg Loan Agreement - 16,705 7 % September 2022 - - The September 2020 Rosen Loan Agreement - 3,295 7 % September 2022 - - - 20,000 Less: Debt Discount - (17,068 ) - 2,932 Less: Current Debt - (2,932 ) $ - $ - |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Derivative Liabilities [Abstract] | ||
Schedule of changes in the derivative liabilities | Nine Months Ended Level 1 Level 2 Level 3 Derivative liabilities as January 1, 2022 $ - $ - $ - Addition - - 100,532 Changes in fair value - - (3,729 ) Extinguishment - - (96,803 ) Derivative liabilities as September 30, 2022 $ - $ - $ - | Years Ended Level 1 Level 2 Level 3 Derivative liabilities as January 1, 2020 $ - $ - $ - Addition - - 3,061,688 Changes in fair value - - (3,019,457 ) Derivative liabilities as January 1, 2021 - - 42,231 Addition - - 417,241 Extinguishment - - (431,458 ) Conversion to Note payable - related party - - (1,124,301 ) Changes in fair value - - 1,096,287 Derivative liabilities as December 31, 2021 $ - $ - $ - |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Stockholders’ Equity (Tables) [Line Items] | ||
Schedule of assumption granted warrants | September 30, Exercise price $ 1.10 – 1.90 Expected dividends 0 % Expected volatility 165.38% – 166.48 % Risk free interest rate 2.69% – 2.95 % Expected life of option 5 years September 30, Exercise price $ 2.55 – 14.10 Expected dividends 0 % Expected volatility 194.39% – 242.98 % Risk free interest rate 0.46% – 0.98 % Expected life of option 5 - 7 years September 30, Exercise price $4.50 – 4.95 Expected dividends 0% Expected volatility 237.14% - 237.68 % Risk free interest rate 0.82% - 0.86 % Expected life of warrant 5 years September 30, Exercise price $0.20 – 6.00 Expected dividends 0% Expected volatility 164.34% - 169.75% Risk free interest rate 2.81% – 4.00% Expected life of warrant 5.00 – 5.50 years | |
Schedule of the stock option activity | Options Weighted Weighted Balance – December 31, 2020 – outstanding 541,021 12.75 3.27 Granted 1,850,588 6.32 6.20 Exercised - - - Forfeited/Cancelled (64,164 ) 13.06 - Balance – September 30, 2021 – outstanding 2,327,445 7.63 4.29 Balance – September 30, 2021 – exercisable 608,524 12.75 3.75 Options Weighted Weighted Balance – January 1, 2022 – outstanding 2,902,619 7.07 4.71 Granted 1,940,000 1.38 - Exercised - - - Forfeited/Cancelled (434,352 ) 13.56 - Balance – September 30, 2022 – outstanding 4,408,267 3.93 4.43 Balance – September 30, 2022 – exercisable 3,010,101 4.12 4.32 | Options Weighted Weighted Balance – January 1, 2020 – outstanding 303,825 24.48 2.51 Granted 391,853 8.55 5.67 Exercised - - - Cancelled/Modified (154,657 ) 25.17 - Balance – December 31, 2020 – outstanding 541,021 12.75 4.29 Balance – December 31, 2020 – exercisable 149,168 23.77 1.75 Balance – December 31, 2020 – outstanding 541,021 12.75 3.27 Granted 2,425,762 5.97 5.91 Exercised - - - Forfeited/Cancelled (64,164 ) 13.06 - Balance – December 31, 2021 – outstanding 2,902,619 7.07 4.71 Balance – December 31, 2021 – exercisable 1,165,191 9.01 4.12 |
Schedule of option outstanding and option exercisable | Option Outstanding Option Exercisable Exercise price Number Weighted Weighted Number Weighted $ 3.93 4,408,267 4.43 4.12 3,010,101 4.32 | Option Outstanding Option Exercisable Exercise price Number Weighted Weighted Number Weighted $ 7.07 2,902,619 4.71 9.01 1,165,191 4.12 |
Schedule of warrant activity | Warrant Weighted Balance – December 31, 2020 – outstanding 6,130,948 4.96 Granted 1,881,267 5.63 Exercised (1,438,788 ) 4.59 Forfeited/Cancelled (14,722 ) 24.00 Balance – September 30, 2021 – outstanding 6,558,705 4.92 Balance – September 30, 2021 – exercisable 6,558,705 $ 4.92 Warrant Weighted Balance – January 1, 2022 – outstanding 5,658,830 4.98 Granted 14,812,262 2.29 Exercised - - Forfeited/Cancelled (41,462 ) 12.00 Balance – September 30, 2022 – outstanding 20,429,630 1.88 Balance – September 30, 2022 – exercisable 16,429,630 $ 2.62 | Warrants Outstanding Warrants Exercisable Exercise price Number Weighted Weighted Number Weighted $ 4.98 5,658,830 3.80 4.97 5,616,330 3.79 |
Schedule of warrants outstanding and warrants exercisable | Warrants Outstanding Warrants Exercisable Exercise price Number Weighted Weighted Number Weighted $ 1.88 20,429,630 4.07 2.62 16,429,630 3.81 | |
Schedule of activity related to RSUs | Restricted stock units (RSUs) Total Grant date RSAs non-vested at January 1, 2021 - $ - RSAs granted 112,010 $ 2.71 – 4.32 RSAs vested - $ - RSAs forfeited (13,927 ) $ 3.75 – 4.32 RSAs non-vested December 31, 2021 98,083 $ 2.71 – 4.32 | |
Options [Member] | ||
Stockholders’ Equity (Tables) [Line Items] | ||
Schedule of assumption granted warrants | December 31, December 31, Exercise price $ 2.09 - 4.89 $ 8.55 Expected dividends 0% 0% Expected volatility 169.78 – 242.98% 229.95% Risk free interest rate 0.46 – 1.26% 0.25% Expected life of option 5 - 7 years 5.67 years | |
Warrant [Member] | ||
Stockholders’ Equity (Tables) [Line Items] | ||
Schedule of assumption granted warrants | December 31, December 31, Exercise price $ 4.50 – 5.40 $ 4.50 - 18.00 Expected dividends 0 % 0 % Expected volatility 232.10% - 237.14 % 234.03% - 247 % Risk free interest rate 0.82% - 0.89 % 0.21% - 1.63 % Expected life of warrant 5 – 5.5 years 5 years | |
Schedule of the stock option activity | Warrant Weighted Balance – January 1, 2020 – outstanding 247,403 15.75 Granted 5,921,071 4.70 Exercised - - Cancelled/Modified (37,526 ) 13.31 Balance – December 31, 2020 – outstanding 6,130,948 4.96 Balance – December 31, 2020 – exercisable 3,228,235 5.37 Balance – December 31, 2020 – outstanding 6,130,948 4.96 Granted 1,961,267 5.60 Exercised (2,414,218 ) 4.55 Forfeited/Cancelled (19,167 ) 24.00 Balance – December 31, 2021 – outstanding 5,658,830 4.98 Balance – December 31, 2021 – exercisable 5,616,330 $ 4.97 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Schedule of components of lease expense | Three Months Operating lease cost $ 148,446 Short term lease cost 5,568 Total net lease cost $ 154,015 Nine Months Operating lease cost $ 241,601 Short term lease cost 154,108 Total net lease cost $ 395,709 | |
Schedule of supplemental cash flow and other information related to leases | Nine Months Cash paid for amounts included in the measurement of lease liabilities: Operating lease payments 54,564 Weighted average remaining lease term (in years): 3.40 Weighted average discount rate: 12.50 % | Year Cash paid for amounts included in the measurement of lease liabilities: Operating lease payments $ 100,100 Weighted average remaining lease term (in years): 0.17 Weighted average discount rate: 0 % |
Schedule of future minimum payments required under the lease | For the Twelve Months Ended September 30, Operating 2023 $ 534,880 2024 541,905 2025 513,507 2026 528,589 2027 544,122 Thereafter 892,399 Total lease payments 3,555,402 Less: Amounts representing interest (1,140,416 ) Total lease obligations 2,414,986 Less: Current (279,593 ) $ 2,135,393 | |
Schedule of components of lease expense | Year Operating lease cost $ 202,804 Short term lease cost 14,041 Total net lease cost $ 216,845 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Asset Acquisition [Abstract] | ||
Schedule of components of the purchase price | Purchase price: Cash paid to seller $ 1 Total purchase price 1 Assets acquired: Cash 44,977 Accounts Receivable 2,676 Inventory 194,365 Total assets acquired 242,018 Liabilities assumed: Accounts payable and accrued expenses 127,116 Notes payable 293,888 Total liabilities assumed 421,004 Net liabilities acquired (178,986 ) Excess purchase price $ 178,987 Purchase price: Cash paid to seller $ 44,000 Shares granted to seller 40,994 Total purchase price 84,994 Net Assets acquired - Non-controlling interest in consolidated subsidiary 81,661 Excess purchase price $ 166,655 Purchase price: Cash paid to seller $ 150,000 Total purchase price 150,000 Assets acquired: Cash 73,344 Inventory 86,154 Total assets acquired 159,498 Liabilities assumed: Accounts payable and accrued expenses 1,316 Notes payable 75,000 Total liabilities assumed 76,316 Net assets acquired 83,182 Excess purchase price $ 66,818 | Purchase price: Cash paid to seller $ 300,000 Fair value of equity investment purchased on June 1, 2021 175,000 Total purchase price 475,000 Assets acquired: Cash 5,232 Accounts Receivable 7,645 Inventory 19,970 Total assets acquired 32,847 Liabilities assumed: Accounts payable and accrued expenses 5,309 Deferred Revenue 671 Total liabilities assumed 5,980 Net assets acquired 26,867 Non-controlling interest in consolidated subsidiary 56,865 Excess purchase price $ 504,998 Goodwill $ 7,198 Trade Names & Trademarks 100,000 Know-How and Intellectual Property 316,500 Website 51,300 Customer Relationships 30,000 Excess purchase price $ 504,998 Purchase price: Cash paid to seller $ 144,750 Shares granted to seller 893,521 Total purchase price 1,038,271 Assets acquired: Cash 26,575 Accounts Receivable 446,272 Total assets acquired 472,847 Liabilities assumed: Accounts payable and accrued expenses 353,017 Total liabilities assumed 353,017 Net assets acquired 119,830 Non-controlling interest in consolidated subsidiary 1,190,000 Excess purchase price $ 2,108,442 Goodwill $ 1,349,697 Trade Names & Trademarks 85,945 Non-Compete Agreements 45,190 Influencers / Customers 627,610 Excess purchase price $ 2,108,442 Purchase price: Shares granted to seller $ 424,698 Fair value of equity investment purchased before October 4, 2021 307,665 Total purchase price 732,363 Assets acquired: Cash 186,995 Inventory 47,250 Total assets acquired 234,246 Liabilities assumed: Accounts payable 40,000 Total liabilities assumed 40,000 Net assets acquired 194,246 Non-controlling interest in consolidated subsidiary 720,581 Excess purchase price $ 1,258,698 Goodwill $ 17,941 Trade Names & Trademarks 249,248 Know-How and Intellectual Property 788,870 Website 127,864 Customer Relationships 74,774 Excess purchase price $ 1,258,698 |
Schedule of excess purchase price amounts | Goodwill $ 8,950 Trade Names & Trademarks 8,949 Know-How and Intellectual Property 107,392 Website 8,949 Customer Relationships 44,747 Excess purchase price $ 178,987 Know-How and Intellectual Property $ 166,655 Excess purchase price $ 166,655 Goodwill $ 6,683 Trade Names & Trademarks 16,704 Know-How and Intellectual Property 16,704 Website 16,704 Customer Relationships 10,023 Excess purchase price $ 66,818 | |
Schedule of unaudited pro-forma combined results of operations | Three Months September 30, 2021 Revenues $ 3,429,748 Net loss attributable to common shareholders $ (25,735,007 ) Net loss per share $ (2.17 ) Weighted average number of shares outstanding 11,845,229 Three Months Ended September 30, 2022 Revenues $ 4,057,080 Net loss attributable to common shareholders $ (9,425,313 ) Net loss per share $ (0.45 ) Weighted average number of shares outstanding 21,087,764 Nine Months 2021 Revenues $ 5,069,181 Net loss attributable to common shareholders $ (26,428,192 ) Net loss per share $ (2.23 ) Weighted average number of shares outstanding 11,845,229 Nine Months 2022 Revenues $ 4,683,843 Net loss attributable to common shareholders $ (24,217,030 ) Net loss per share $ (1.23 ) Weighted average number of shares outstanding 19,726,987 | Year Ended December 31, 2021 Revenues $ 4,335,593 Net loss attributable to common shareholders $ (37,822,820 ) Net loss per share $ (2.99 ) Weighted average number of shares outstanding 12,652,470 Year Ended Revenues $ 1,213,430 Net loss attributable to common shareholders $ (27,476,400 ) Net loss per share $ (5.71 ) Weighted average number of shares outstanding 4,812,153 Year Ended December 31, 2021 Revenues $ 4,916,777 Net loss attributable to common shareholders $ (37,707,250 ) Net loss per share $ (2.98 ) Weighted average number of shares outstanding 12,652,470 Year Ended December 31, 2020 Revenues $ 1,685,336 Net loss attributable to common shareholders $ (27,235,057 ) Net loss per share $ (5.66 ) Weighted average number of shares outstanding 4,812,153 Year Ended December 31, 2021 Revenues $ 4,299,717 Net loss attributable to common shareholders $ (38,265,301 ) Net loss per share $ (3.02 ) Weighted average number of shares outstanding 12,652,470 Year Ended December 31, 2020 Revenues $ 1,212,870 Net loss attributable to common shareholders $ (27,382,216 ) Net loss per share $ (5.69 ) Weighted average number of shares outstanding 4,812,153 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Segment Reporting [Abstract] | ||
Schedule of reportable segments and corporate | As of September 30, 2022 Creatd Creatd Creatd Corporate Total Accounts receivable, net $ - $ 4,973 $ 217,210 $ - $ 222,183 Prepaid expenses and other current assets 43,336 - - 96,390 139,726 Deposits and other assets 576,551 - - 192,585 769,136 Intangible assets 162,489 1,568,347 648,469 157,294 2,536,599 Goodwill - 15,632 1,349,696 - 1,365,328 Inventory - 879,050 - - 879,050 All other assets - - - 2,811,769 2,811,769 Total Assets $ 782,376 $ 2,468,002 $ 2,215,375 $ 3,258,038 $ 8,723,791 Accounts payable and accrued liabilities $ 1,365 $ 1,518,544 $ 68,063 $ 5,126,634 $ 6,714,606 Note payable, net of debt discount and issuance costs 129,634 170,365 - 1,487,100 1,787,099 Deferred revenue 161,112 - 144,443 - 305,555 All other Liabilities - - - 8,529,992 8,529,992 Total Liabilities $ 292,111 $ 1,688,909 $ 212,506 $ 15,143,726 $ 17,337,252 As of December 31, 2021 Creatd Creatd Creatd Corporate Total Accounts receivable, net $ - $ 2,884 $ 334,556 $ - $ 337,440 Prepaid expenses and other current assets 48,495 - - 188,170 236,665 Deposits and other assets 626,529 - - 92,422 718,951 Intangible assets - 1,637,924 783,676 11,241 2,432,841 Goodwill - 25,139 1,349,696 - 1,374,835 Inventory - 106,403 - - 106,403 All other assets - - - 3,966,124 3,966,124 Total Assets $ 675,024 $ 1,772,350 $ 2,467,928 $ 4,257,957 $ 9,173,259 Accounts payable and accrued liabilities $ 9,693 $ 766,253 $ 6,232 $ 2,948,362 $ 3,730,540 Note payable, net of debt discount and issuance costs 313,979 - - 1,028,685 1,342,664 Deferred revenue 161,112 13,477 59,570 - 234,159 All other Liabilities - - - 177,644 177,644 Total Liabilities $ 484,784 $ 779,730 $ 65,802 $ 4,154,691 $ 5,485,007 | As of December 31, 2021 Creatd Labs Creatd Ventures Creatd Partners Corporate Total Accounts receivable, net $ - $ 2,884 $ 334,556 $ - $ 337,440 Prepaid expenses and other current assets 48,495 - - 188,170 236,665 Deposits and other assets 626,529 - - 92,422 718,951 Intangible assets - 1,637,924 783,676 11,241 2,432,841 Goodwill - 25,139 1,349,696 - 1,374,835 Inventory - 106,403 - - 106,403 All other assets - - - 3,966,124 3,966,124 Total Assets $ 675,024 $ 1,772,350 $ 2,467,928 $ 4,257,957 $ 9,173,259 Accounts payable and accrued liabilities $ 9,693 $ 766,253 $ 6,232 $ 2,948,362 $ 3,730,540 Note payable, net of debt discount and issuance costs 313,979 - - 1,028,685 1,342,664 Deferred revenue 161,112 13,477 59,570 - 234,159 All other Liabilities - - - 177,644 177,644 Total Liabilities $ 484,784 $ 779,730 $ 65,802 $ 4,154,691 $ 5,485,007 As of December 31, 2020 Creatd Labs Creatd Partners Corporate Total Accounts receivable, net $ 3,800 $ 86,555 $ - $ 90,355 Prepaid expenses and other current assets 19,631 - 4,225 23,856 Intangible assets - 960,611 - 960,611 Goodwill - 1,035,795 - 1,035,795 All other assets - - 8,673,863 8,673,863 Total Assets $ 23,431 $ 2,082,961 $ 8,678,088 $ 10,784,480 Accounts payable and accrued liabilities $ 6,221 $ 83,964 $ 2,548,503 $ 2,638,688 Note payable, net of debt discount and issuance costs 55,928 - 1,165,611 1,221,539 Deferred revenue - 88,637 - 88,637 All other Liabilities - - 1,390,420 1,390,420 Total Liabilities $ 62,149 $ 172,601 $ 5,104,534 $ 5,339,284 |
Schedule of financial information related to our reportable segments and corporate | For the three months ended September 30, 2022 Creatd Creatd Ventures Creatd Partners Corporate Total Net revenue $ 291,414 $ 316,654 $ 414,783 $ - $ 1,022,851 Cost of revenue 564,349 502,396 337,817 - 1,404,562 Gross margin (loss) (272,935 ) (185,742 ) 76,966 - (381,711 ) Research and development 139,997 - 94,968 - 234,965 Marketing 370,584 234,760 41,176 - 646,520 Stock based compensation 122,964 111,472 126,654 265,478 626,568 General and administrative not including depreciation, amortization, or Impairment 90,212 476,386 384,365 3,136,092 4,087,055 Depreciation and amortization 1,489 43,001 40,917 72,589 157,996 Impairment of intangibles - 85,406 - 164,180 249,586 Total operating expenses $ 723,757 $ 822,618 $ 647,163 $ 3,401,570 $ 5,595,108 Interest expense (17,048 ) - - (656,647 ) (673,694 ) All other expenses - - - (2,875,832 ) (2,875,832 ) Other expenses, net (17,048 ) - - (3,532,479 ) (3,549,526 ) Loss before income tax provision $ (1,001,024 ) $ (1,008,360 ) $ (570,197 ) $ (6,946,764 ) $ (9,526,345 ) For the three months ended September 30, 2021 Creatd Creatd Creatd Corporate Total Net revenue $ 565,852 $ 3,919 $ 609,849 $ - $ 1,179,620 Cost of revenue 849,079 174,438 394,696 - 1,418,213 Gross margin (283,227 ) (170,519 ) 215,153 - (238,593 ) Research and development 250,474 60 72,412 - 322,946 Marketing 1,540,540 - 181,240 90,620 1,812,400 Stock based compensation 337,026 - 332,531 1,179,579 2,151,900 General and administrative 386,844 302,764 293,296 1,672,176 2,385,135 Total operating expenses 2,514,884 32,819 879,479 2,942,375 6,672,381 Loss before income tax provision and equity in net loss from unconsolidated investments $ (2,802,443 ) $ (506,162 ) $ (664,326 ) $ (5,747,190 ) $ (9,720,121 ) For the Nine months ended September 30, 2022 Creatd Creatd Creatd Corporate Total Net revenue $ 1,138,904 $ 1,237,542 $ 1,621,044 $ - $ 3,997,490 Cost of revenue 1,917,039 1,706,586 1,147,526 - 4,771,151 Gross margin (loss) (778,135 ) (469,044 ) 473,518 - (773,661 ) Research and development 408,810 - 277,321 - 686,131 Marketing 2,301,994 1,458,280 255,777 - 4,016,051 Stock based compensation 755,284 684,697 777,948 1,630,649 3,848,578 General and administrative not including depreciation, amortization, or Impairment 242,330 1,279,676 1,032,487 8,401,553 10,956,046 Depreciation and amortization 4,166 120,282 114,453 203,042 441,943 Impairment of intangibles - 87,983 - 169,134 257,117 Total operating expenses $ 3,712,584 $ 3,630,918 $ 2,457,986 $ 10,404,378 $ 20,205,866 Interest expense (34,095 ) - - (673,855 ) (707,950 ) All other expenses - - (3,424,854 ) (3,424,854 ) Other expenses, net (34,095 ) - - (4,098,709 ) (4,132,804 ) Loss before income tax provision $ (4,524,814 ) $ (4,099,962 ) $ (1,984,468 ) $ (14,503,087 ) $ (25,112,331 ) For the nine months ended September 30, 2021 Creatd Creatd Ventures Creatd Partners Corporate Total Net revenue $ 1,388,411 $ 9,616 $ 1,496,363 $ - $ 2,894,390 Cost of revenue 2,482,848 497,194 1,180,701 - 4,160,743 Gross margin (1,094,437 ) (487,578 ) 315,662 - (1,266,353 ) Research and development 549,426 131 158,839 - 708,396 Marketing 6,842,142 - 804,958 402,479 8,049,579 Stock based compensation 886,832 796,676 875,004 3,103,877 5,662,389 General and administrative 900,323 76,381 682,602 3,891,743 5,551,049 Total operating expenses $ 9,178,723 $ 873,188 $ 2,521,403 $ 7,398,099 $ 19,971,413 Loss before income tax provision and equity in net loss from unconsolidated investments $ (10,286,156 ) $ (1,360,766 ) $ (2,205,741 ) $ (11,073,171 ) $ (24,925,834 ) | For the year ended December 31, 2021 Creatd Labs Creatd Ventures Creatd Partners Corporate Total Net revenue $ 1,926,374 $ 90,194 $ 2,283,149 $ - $ 4,299,717 Cost of revenue 3,186,240 148,989 1,964,808 - 5,300,037 Gross margin (1,259,866 ) (58,940 ) 318,341 - (1,000,320 ) Research and development 758,293 131 225,104 - 983,528 Marketing 8,182,935 - 962,698 481,349 9,626,982 Stock based compensation 1,727,021 1,560,546 1,884,986 4,488,615 9,661,168 Impairment of goodwill - - 1,035,795 - 1,035,795 General and administrative not including depreciation, amortization, or Impairment 3,918,130 1,665,783 1,600,212 2,791,236 9,975,360 Depreciation and amortization - 100,633 252,730 44,076 397,440 Impairment of intangibles - - 688,127 - 688,127 Total operating expenses $ 14,586,379 $ 3,327,093 $ 6,649,652 $ 11,803,003 $ 32,368,400 Interest expense (12,706 ) - - (359,400 ) (372,106 ) All other expenses - - - (3,638,327 ) (3,638,327 ) Other expenses, net (12,706 ) (3,997,727 ) (4,010,433 ) Loss before income tax provision and equity in net loss from unconsolidated investments $ (15,858,951 ) $ (3,385,888 ) $ (6,331,311 ) $ (11,803,003 ) $ (37,379,153 ) For the year ended December 31, 2020 Creatd Labs Creatd Partners Corporate Total Net revenue $ 375,043 $ 837,827 $ - $ 1,212,870 Cost of revenue 652,259 842,783 - 1,495,042 Gross margin (277,216 ) (4,956 ) - (282,172 ) Research and development 227,656 29,775 - 257,431 Marketing 2,426,668 285,490 142,745 2,854,904 Stock based compensation 1,226,495 1,338,678 4,295,990 6,861,163 General and administrative not including depreciation, amortization, or Impairment 2,301,088 939,792 2,592,581 5,858,454 Depreciation and amortization - 132,768 24,993 157,761 Impairment of intangibles - - 11,450 11,450 Total operating expenses $ 6,181,907 $ 2,726,504 $ 7,067,759 $ 16,001,163 Interest expense (15,828 ) - (356,278 ) (372,106 ) All other expenses - - (7,557,342 ) (7,557,342 ) Other expenses, net (15,828 ) - (7,913,620 ) (7,929,448 ) Loss before income tax provision and equity in net loss from unconsolidated investments $ (6,474,951 ) $ (2,731,460 ) $ (14,981,379 ) $ (24,212,783 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets | December 31, December 31, Net deferred tax assets – Non-current: Depreciation $ (70,194 ) $ (145,749 ) Amortization 95,115 21,096 Stock based compensation 4,369,372 1,653,617 Expected income tax benefit from NOL carry-forwards 15,073,606 8,780,233 Less valuation allowance (19,467,900 ) (10,309,197 ) Deferred tax assets, net of valuation allowance $ - $ - |
Schedule of federal statutory income tax rate | For the For the Federal statutory income tax rate 21.0 % 21.0 % State tax rate, net of federal benefit 7.1 % 6.5 % Change in valuation allowance on net operating loss carry-forwards (28.1 )% (27.5 )% Effective income tax rate 0.0 % 0.0 % |
Schedule of beginning and ending amount of the unrecognized tax benefit | 2021 2020 Balance at January 1, $ - $ 68,000 Additions based on tax positions relating to the current year - - Reductions for tax positions of prior years - (68,000 ) Balance at December 31, $ - $ - |
Organization and Operations (De
Organization and Operations (Details) - shares | 9 Months Ended | 12 Months Ended | |||||||||
Oct. 03, 2021 | Aug. 16, 2021 | Feb. 05, 2016 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 13, 2022 | Aug. 01, 2022 | Mar. 07, 2022 | Jul. 20, 2021 | Jun. 04, 2021 | Sep. 11, 2019 | |
Great Plains Holdings Inc [Member] | |||||||||||
Organization and Operations (Details) [Line Items] | |||||||||||
Issuance of common shares for cash (in Shares) | 475,000 | ||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||
Organization and Operations (Details) [Line Items] | |||||||||||
Issuance of common shares for cash (in Shares) | 33,415 | ||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||
Organization and Operations (Details) [Line Items] | |||||||||||
Issuance of common shares for cash (in Shares) | 8,064 | ||||||||||
Lil Marc, Inc [Member] | |||||||||||
Organization and Operations (Details) [Line Items] | |||||||||||
Cancelled of common stock (in Shares) | 39,091 | 39,091 | |||||||||
Seller’s Choice [Member] | |||||||||||
Organization and Operations (Details) [Line Items] | |||||||||||
Acquired percentage | 100% | ||||||||||
Plant Camp [Member] | |||||||||||
Organization and Operations (Details) [Line Items] | |||||||||||
Acquired percentage | 89% | ||||||||||
WHE Agency [Member] | |||||||||||
Organization and Operations (Details) [Line Items] | |||||||||||
Acquired percentage | 44% | ||||||||||
Ownership voting interest | 55% | ||||||||||
Dune, Inc [Member] | |||||||||||
Organization and Operations (Details) [Line Items] | |||||||||||
Acquired percentage | 29% | 16% | |||||||||
Ownership voting interest | 50% | ||||||||||
Total membership interests percentage | 50% | 21% | |||||||||
Denver Bodega, LLC [Member] | |||||||||||
Organization and Operations (Details) [Line Items] | |||||||||||
Acquired percentage | 100% | ||||||||||
Ownership voting interest | 100% | ||||||||||
Orbit Media LLC [Member] | |||||||||||
Organization and Operations (Details) [Line Items] | |||||||||||
Acquired percentage | 51% | ||||||||||
Ownership voting interest | 51% | ||||||||||
Brave Foods, LLC [Member] | |||||||||||
Organization and Operations (Details) [Line Items] | |||||||||||
Acquired percentage | 100% | ||||||||||
Ownership voting interest | 100% |
Significant Accounting Polici_3
Significant Accounting Policies and Practices (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 02, 2020 | |
Significant Accounting Policies and Practices (Details) [Line Items] | |||||||
Marketable equity securities | $ 96 | $ 96 | $ 102,096 | ||||
Other expenses | 11,646 | $ 0 | |||||
Uninsured cash balance | 0 | 0 | $ 2,700,000 | $ 7,700,000 | |||
Total assets | 622,445 | ||||||
Impairment charge | 249,586 | $ 257,117 | |||||
Weighted average life of the intangible assets | 7 years 1 month 6 days | 7 years 3 months 3 days | |||||
Amortization expense | 94,130 | $ 75,069 | $ 355,509 | $ 143,776 | |||
Goodwill | $ 25,139 | $ 25,139 | $ 1,035,795 | ||||
Management fee percentage | 20% | 20% | |||||
Revenue percentage | 80% | 80% | 80% | ||||
Fixed fees percentage | 20% | 20% | |||||
Contract occur percentage | 100% | 100% | |||||
Promotional discounts amount | $ 9.99 | ||||||
Free trials amount | 99 | ||||||
Deferred revenue | $ 305,555 | 305,555 | $ 234,159 | 88,637 | |||
Deferred revenue | 13,512 | 159,727 | |||||
Bad debt expense | 124,186 | 110,805 | 53,692 | ||||
Allowance for doubtful accounts | 311,133 | 186,147 | 80,509 | ||||
Deemed dividend | 63,064 | 410,750 | |||||
Other expenses | 0 | (7,453) | |||||
Cash excess amounts | 250,000 | ||||||
Total assets | 675,024 | ||||||
Impairment charge of investments | 688,127 | 0 | |||||
impairment charge of investements | 487,365 | ||||||
Research and development tax | $ 275,213 | 507,242 | |||||
Equity Investments [Member] | |||||||
Significant Accounting Policies and Practices (Details) [Line Items] | |||||||
Description of investments | Our investments in debt securities are subject to interest rate risk. To minimize the exposure due to an adverse shift in interest rates, we invest in securities with maturities of two years or less and maintain a weighted average maturity of one year or less. | ||||||
Minimum [Member] | |||||||
Significant Accounting Policies and Practices (Details) [Line Items] | |||||||
Contract amounts for partner and monthly services clients | 500 | $ 500 | |||||
Fixed fees | 10,000 | 10,000 | |||||
Branded challenges | 10,000 | 10,000 | |||||
Branded articles | 2,500 | 2,500 | |||||
Total gross | 500 | 500 | 500 | ||||
Net revenue | $ 100 | $ 100 | |||||
Affiliate sales percentage | 2% | 2% | |||||
Maximum [Member] | |||||||
Significant Accounting Policies and Practices (Details) [Line Items] | |||||||
Contract amounts for partner and monthly services clients | $ 7,500 | $ 7,500 | |||||
Fixed fees | 110,000 | 110,000 | |||||
Branded challenges | 25,000 | 25,000 | |||||
Branded articles | 7,500 | 7,500 | |||||
Total gross | $ 50,000 | 50,000 | 50,000 | ||||
Net revenue | $ 20,000 | $ 20,000 | |||||
Affiliate sales percentage | 20% | 20% | |||||
Subscription Arrangement [Member] | |||||||
Significant Accounting Policies and Practices (Details) [Line Items] | |||||||
Payment related percentage, description | Vocal+ is a premium subscription offering for Vocal creators. In addition to joining for free, Vocal creators now have the option to sign up for a Vocal+ membership for either $9.99 monthly or $99 annually, though these amounts are subject to promotional discounts and free trials. Vocal+ subscribers receive access to value-added features such as increased rate of cost per mille (thousand) (“CPM”) monetization, a decreased minimum withdrawal threshold, a discount on platform processing fees, member badges for their profiles, access to exclusive Vocal+ Challenges, and early access to new Vocal features. Subscription revenues stem from both monthly and annual subscriptions, the latter of which is amortized over a twelve-month period. Any customer payments received are recognized over the subscription period, with any payments received in advance being deferred until they are earned. | ||||||
Fair Value, Recurring [Member] | |||||||
Significant Accounting Policies and Practices (Details) [Line Items] | |||||||
Impairment of debt security | $ 62,733 | $ 50,000 | |||||
Fair Value, Nonrecurring [Member] | |||||||
Significant Accounting Policies and Practices (Details) [Line Items] | |||||||
Impairment of debt security | $ 102,096 |
Significant Accounting Polici_4
Significant Accounting Policies and Practices (Details) - Schedule of consolidated subsidiaries and/or entities | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Jerrick Ventures LLC [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
State or other jurisdiction of incorporation or organization | Delaware | Delaware |
Company Ownership Interest | 100% | 100% |
Abacus Tech Pty Ltd [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
State or other jurisdiction of incorporation or organization | Australia | Australia |
Company Ownership Interest | 100% | 100% |
Brave Foods, LLC [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
State or other jurisdiction of incorporation or organization | Brave Foods, LLC | |
Company Ownership Interest | 100% | |
Denver Bodega, LLC [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
State or other jurisdiction of incorporation or organization | Colorado | |
Company Ownership Interest | 100% | |
Dune Inc. [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
State or other jurisdiction of incorporation or organization | Delaware | Delaware |
Company Ownership Interest | 50% | 50% |
Plant Camp LLC [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
State or other jurisdiction of incorporation or organization | Delaware | Delaware |
Company Ownership Interest | 89% | 89% |
OG Collection, Inc. [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
State or other jurisdiction of incorporation or organization | Delaware | |
Company Ownership Interest | 100% | |
OG Gallery, LLC [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
State or other jurisdiction of incorporation or organization | Delaware | |
Company Ownership Interest | 100% | |
Orbit Media LLC [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
State or other jurisdiction of incorporation or organization | New York | |
Company Ownership Interest | 51% | |
WHE Agency, Inc. [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
State or other jurisdiction of incorporation or organization | Delaware | Delaware |
Company Ownership Interest | 44% | 44% |
Significant Accounting Polici_5
Significant Accounting Policies and Practices (Details) - Schedule of relevant assets and liabilities that are measured at fair value on recurring basis - USD ($) | Sep. 30, 2022 | Dec. 31, 2020 |
Assets: | ||
Marketable securities - equity securities | $ 96 | $ 62,733 |
Total assets | 96 | |
Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) [Member] | ||
Assets: | ||
Marketable securities - equity securities | 96 | |
Total assets | 96 | |
Quoted Prices for Similar Assets or Liabilities in Active Markets (Level 2) [Member] | ||
Assets: | ||
Marketable securities - equity securities | ||
Total assets | ||
Significant Unobservable Inputs (Level 3) [Member] | ||
Assets: | ||
Marketable securities - equity securities | ||
Total assets |
Significant Accounting Polici_6
Significant Accounting Policies and Practices (Details) - Schedule of property and equipment estimated useful lives | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Computer equipment and software [Member] | ||
Significant Accounting Policies and Practices (Details) - Schedule of property and equipment estimated useful lives [Line Items] | ||
Property and Equipment, Estimated Useful Life (Years) | 3 years | 3 years |
Furniture and fixtures [Member] | ||
Significant Accounting Policies and Practices (Details) - Schedule of property and equipment estimated useful lives [Line Items] | ||
Property and Equipment, Estimated Useful Life (Years) | 5 years | 5 years |
Significant Accounting Polici_7
Significant Accounting Policies and Practices (Details) - Schedule of amortization over the next five years - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Schedule Of Amortization Over The Next Five Years Abstract | ||
2023 | $ 415,215 | $ 407,848 |
2024 | 443,236 | 347,936 |
2025 | 280,223 | 231,624 |
2026 | 260,935 | 219,749 |
2027 | 239,934 | |
Thereafter | 739,762 | 732,024 |
Total | 2,379,305 | |
Intangible assets not subject to amortization | 157,294 | |
Total Intangible Assets | $ 2,536,599 | $ 2,432,841 |
Significant Accounting Polici_8
Significant Accounting Policies and Practices (Details) - Schedule of changes in marketable securities - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Schedule Of Changes In Marketable Securities Abstract | |||
Balance of beginning | $ 1,383,785 | $ 1,374,835 | |
Goodwill acquired in a business combination | 6,682 | 15,632 | |
Impairment of goodwill | (25,139) | (25,139) | $ (1,035,795) |
Balance of ending | $ 1,365,328 | $ 1,365,328 | $ 1,374,835 |
Significant Accounting Polici_9
Significant Accounting Policies and Practices (Details) - Schedule of revenue disaggregated by revenue - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Significant Accounting Policies and Practices (Details) - Schedule of revenue disaggregated by revenue [Line Items] | ||||||
Net revenue | $ 1,022,851 | $ 1,179,620 | $ 3,997,490 | $ 2,894,390 | $ 4,299,717 | $ 1,212,870 |
Agency (Managed Services, Branded Content, & Talent Management Services) [Member] | ||||||
Significant Accounting Policies and Practices (Details) - Schedule of revenue disaggregated by revenue [Line Items] | ||||||
Net revenue | 442,867 | 555,766 | 1,613,924 | 1,472,902 | 2,256,546 | 1,100,199 |
Platform (Creator Subscriptions) [Member] | ||||||
Significant Accounting Policies and Practices (Details) - Schedule of revenue disaggregated by revenue [Line Items] | ||||||
Net revenue | 230,212 | 611,714 | 1,138,812 | 1,370,581 | 1,926,135 | 70,623 |
Ecommerce (Tangible products) [Member] | ||||||
Significant Accounting Policies and Practices (Details) - Schedule of revenue disaggregated by revenue [Line Items] | ||||||
Net revenue | 347,944 | 4,153 | 1,237,634 | 9,679 | 90,433 | |
Affiliate Sales [Member] | ||||||
Significant Accounting Policies and Practices (Details) - Schedule of revenue disaggregated by revenue [Line Items] | ||||||
Net revenue | 1,828 | 7,619 | 7,120 | 23,425 | 26,453 | 33,748 |
Other Revenue [Member] | ||||||
Significant Accounting Policies and Practices (Details) - Schedule of revenue disaggregated by revenue [Line Items] | ||||||
Net revenue | $ 368 | $ 17,803 | $ 150 | $ 8,300 |
Significant Accounting Polic_10
Significant Accounting Policies and Practices (Details) - Schedule of revenue recognition - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Revenue Recognition Abstract | ||||||
Products and services transferred over time | $ 673,079 | $ 1,167,480 | $ 2,752,736 | $ 2,843,483 | $ 4,182,681 | $ 1,100,199 |
Products transferred at a point in time | 349,772 | 12,140 | 1,244,754 | 50,907 | 117,036 | 112,671 |
Revenue recognition | $ 1,022,851 | $ 1,179,620 | $ 3,997,490 | $ 2,894,390 | $ 4,299,717 | $ 1,212,870 |
Significant Accounting Polic_11
Significant Accounting Policies and Practices (Details) - Schedule of common stock equivalents - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Significant Accounting Policies and Practices (Details) - Schedule of common stock equivalents [Line Items] | ||
Common stock equivalents, total | 57,053,504 | 9,114,632 |
Series E Preferred [Member] | ||
Significant Accounting Policies and Practices (Details) - Schedule of common stock equivalents [Line Items] | ||
Common stock equivalents, total | 121 | 148 |
Warrants [Member] | ||
Significant Accounting Policies and Practices (Details) - Schedule of common stock equivalents [Line Items] | ||
Common stock equivalents, total | 20,429,630 | 6,558,705 |
Convertible notes [Member] | ||
Significant Accounting Policies and Practices (Details) - Schedule of common stock equivalents [Line Items] | ||
Common stock equivalents, total | 32,215,486 | 228,334 |
Options [Member] | ||
Significant Accounting Policies and Practices (Details) - Schedule of common stock equivalents [Line Items] | ||
Common stock equivalents, total | 4,408,267 | 2,327,445 |
Going Concern (Details)
Going Concern (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Going Concern [Abstract] | ||
Accumulated deficit | $ 133.8 | $ 109.6 |
Net cash used in operating activities | 13.9 | 21.1 |
Net loss | $ 25.1 | $ 37.3 |
Inventory (Details) - Schedule
Inventory (Details) - Schedule of inventory - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Schedule Of Inventory Abstract | ||
Raw Materials | $ 82,834 | |
Packaging | 78,799 | 2,907 |
Finished goods | 717,417 | 103,496 |
Total | $ 879,050 | $ 106,403 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||||||
Depreciation expense | $ 43,546 | $ 10,047 | $ 67,951 | $ 30,141 | $ 49,254 | $ 31,094 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of property and equipment stated at cost, less accumulated depreciation - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 679,482 | $ 467,753 | $ 371,816 |
Less: Accumulated Depreciation | (430,519) | (364,814) | (315,558) |
Property and Equipment, Net | 248,963 | 102,939 | 56,258 |
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 447,342 | 353,880 | 284,928 |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 184,524 | 102,416 | $ 86,888 |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 47,616 | $ 11,457 |
Notes Payable (Details)
Notes Payable (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||
Sep. 23, 2022 USD ($) | Sep. 22, 2022 USD ($) | Aug. 19, 2022 USD ($) | Aug. 18, 2022 USD ($) | Jun. 17, 2022 USD ($) | May 25, 2022 USD ($) | May 09, 2022 USD ($) | Mar. 22, 2022 USD ($) | Mar. 03, 2022 USD ($) | Feb. 22, 2022 USD ($) | Dec. 14, 2021 USD ($) | Dec. 14, 2021 USD ($) | Apr. 30, 2020 USD ($) | Sep. 11, 2019 USD ($) | Sep. 11, 2019 USD ($) | Sep. 15, 2020 USD ($) | Jun. 25, 2020 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2022 AUD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 AUD ($) | Dec. 31, 2020 USD ($) | Sep. 30, 2022 AUD ($) | Sep. 01, 2022 USD ($) | Aug. 18, 2022 AUD ($) | May 26, 2022 USD ($) | Mar. 07, 2022 USD ($) | Feb. 22, 2022 AUD ($) | Dec. 14, 2021 AUD ($) | Dec. 03, 2021 USD ($) | Jul. 02, 2021 USD ($) | Apr. 09, 2021 USD ($) | Feb. 24, 2021 USD ($) | Feb. 24, 2021 AUD ($) | Nov. 24, 2020 USD ($) | Oct. 06, 2020 USD ($) | Oct. 06, 2020 AUD ($) | Jun. 30, 2020 USD ($) | Jun. 30, 2020 AUD ($) | May 04, 2020 USD ($) | Mar. 26, 2020 USD ($) | Mar. 23, 2020 USD ($) | Mar. 11, 2020 | |
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 660,000 | $ 660,000 | ||||||||||||||||||||||||||||||||||||||||||||
Gain on extinguishment of debt | $ 4,915,327 | $ (979,738) | $ 137,109 | $ (832,482) | $ 423,118 | $ 1,025,555 | $ (5,586,482) | |||||||||||||||||||||||||||||||||||||||
Interest (in Dollars) | $ 139,000 | 673,694 | $ 59,859 | 707,950 | $ 319,290 | 372,106 | $ 1,376,902 | |||||||||||||||||||||||||||||||||||||||
Total liabilities | $ 17,337,252 | $ 17,337,252 | $ 5,485,007 | |||||||||||||||||||||||||||||||||||||||||||
Principal repaid, description | During the year ended December 31, 2021, the Company repaid $136,597 in principal and was forgiven $275,903 of principal and $3,119 of accrued interest. | During the year ended December 31, 2021, the Company repaid $136,597 in principal and was forgiven $275,903 of principal and $3,119 of accrued interest. | ||||||||||||||||||||||||||||||||||||||||||||
Seller’s Choice Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 660,000 | $ 660,000 | ||||||||||||||||||||||||||||||||||||||||||||
Notes conversion, description | The Seller’s Choice Note bears interest at a rate of 9.5% per annum and is payable on March 11, 2020 (the “Seller’s Choice Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts become due. Upon maturity the Company utilized an automatic extension up to 6 months. This resulted in a 5% increase in the interest rate every month the Seller’s Choice Note is outstanding. As of December 31, 2021, the Company was in default on the Seller’s Choice note. | |||||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 799,000 | |||||||||||||||||||||||||||||||||||||||||||||
Principal amount | 660,000 | |||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 139,000 | |||||||||||||||||||||||||||||||||||||||||||||
Gain on extinguishment of debt | $ 147,256 | |||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 30% | 30% | 30% | 30% | 9.50% | |||||||||||||||||||||||||||||||||||||||||
Increase in interest rate | 5% | |||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 198,000 | |||||||||||||||||||||||||||||||||||||||||||||
Seller’s Choice Note [Member] | Forecast [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Repayment of Cash | $ 799,000 | |||||||||||||||||||||||||||||||||||||||||||||
The April 2020 PPP Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Notes conversion, description | The Loan, which was in the form of a Note dated April 30, 2020, matures on April 30, 2022, and bears interest at a fixed rate of 1.00% per annum, payable monthly commencing on October 30, 2020. | The Loan, which was in the form of a Note dated April 30, 2020, matures on April 30, 2022, and bears interest at a fixed rate of 1.00% per annum, payable monthly commencing on October 30, 2020. | The Loan, which was in the form of a Note dated April 30, 2020, matures on April 30, 2022, and bears interest at a fixed rate of 1.00% per annum, payable monthly commencing on October 30, 2020. | |||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 282,432 | |||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 4,815 | $ 4,815 | ||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 1,637 | |||||||||||||||||||||||||||||||||||||||||||||
The First December 2021 Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Notes conversion, description | The maturity date of the First December 2021 Note is June 3, 2023 (the “First December 2021 Maturity Date”), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the First December 2021 Note are due. | The maturity date of the First December 2021 Note is June 3, 2023 (the “First December 2021 Maturity Date”), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the First December 2021 Note are due. | ||||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 191,975 | |||||||||||||||||||||||||||||||||||||||||||||
Principal amount | 137,665 | 137,665 | ||||||||||||||||||||||||||||||||||||||||||||
Effective interest rate | 9% | |||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 9% | |||||||||||||||||||||||||||||||||||||||||||||
Principal repaid | $ 6,320 | |||||||||||||||||||||||||||||||||||||||||||||
The Second December 2021 Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Notes conversion, description | The maturity date of the Second December 2021 Note is June 30, 2022 (the “Second December 2021 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Second December 2021 Loan Agreement are due. | The maturity date of the Second December 2021 Note is June 30, 2022 (the “Second December 2021 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Second December 2021 Loan Agreement are due. | ||||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 329,127 | $ 329,127 | $ 438,096 | |||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 293,499 | |||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 22,287 | |||||||||||||||||||||||||||||||||||||||||||||
Effective interest rate | 14% | 14% | 14% | |||||||||||||||||||||||||||||||||||||||||||
Maturity days | 60 days | |||||||||||||||||||||||||||||||||||||||||||||
Interest (in Dollars) | $ 26,115 | |||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 14% | 14% | 14% | |||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 2,857 | |||||||||||||||||||||||||||||||||||||||||||||
The First February 2022 Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Notes conversion, description | The maturity date of the First February 2022 Note is June 30, 2022 (the “First February 2022 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the First February 2022 Loan Agreement are due. | |||||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 159,223 | $ 222,540 | ||||||||||||||||||||||||||||||||||||||||||||
Principal amount | 149,089 | |||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 8,120 | |||||||||||||||||||||||||||||||||||||||||||||
Effective interest rate | 14% | 14% | ||||||||||||||||||||||||||||||||||||||||||||
Maturity days | 60 days | |||||||||||||||||||||||||||||||||||||||||||||
Interest (in Dollars) | $ 8,120 | |||||||||||||||||||||||||||||||||||||||||||||
Denver Bodega LLC Notes Payable [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Total liabilities | $ 293,888 | |||||||||||||||||||||||||||||||||||||||||||||
Repaid amount | 249,880 | 249,880 | ||||||||||||||||||||||||||||||||||||||||||||
Principal balance | $ 44,088 | $ 44,088 | ||||||||||||||||||||||||||||||||||||||||||||
Bears interest | 5% | 5% | 5% | |||||||||||||||||||||||||||||||||||||||||||
Requires payments | $ 1,496 | $ 1,496 | ||||||||||||||||||||||||||||||||||||||||||||
The First May 2022 Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 693,500 | |||||||||||||||||||||||||||||||||||||||||||||
Gain on extinguishment of debt | $ 33,115 | |||||||||||||||||||||||||||||||||||||||||||||
Effective interest rate | 143% | |||||||||||||||||||||||||||||||||||||||||||||
Cash proceeds | $ 455,924 | |||||||||||||||||||||||||||||||||||||||||||||
Payments | 21,673 | |||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 237,576 | 237,576 | ||||||||||||||||||||||||||||||||||||||||||||
Repaid principal amount | 390,114 | |||||||||||||||||||||||||||||||||||||||||||||
The Second September 2022 Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Promissory note | 876,000 | |||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 303,386 | |||||||||||||||||||||||||||||||||||||||||||||
Effective interest rate | 475% | |||||||||||||||||||||||||||||||||||||||||||||
Cash proceeds | $ 272,614 | |||||||||||||||||||||||||||||||||||||||||||||
Payments | 27,375 | |||||||||||||||||||||||||||||||||||||||||||||
Debt discount | 300,000 | |||||||||||||||||||||||||||||||||||||||||||||
Repaid principal amount | 27,375 | |||||||||||||||||||||||||||||||||||||||||||||
Loan agreement amount | $ 303,386 | |||||||||||||||||||||||||||||||||||||||||||||
New and old debt percentage | 10% | |||||||||||||||||||||||||||||||||||||||||||||
The Second May 2022 Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 401,500 | |||||||||||||||||||||||||||||||||||||||||||||
Gain on extinguishment of debt | $ 3,905 | $ 66,749 | ||||||||||||||||||||||||||||||||||||||||||||
Effective interest rate | 162% | |||||||||||||||||||||||||||||||||||||||||||||
Cash proceeds | $ 263,815 | |||||||||||||||||||||||||||||||||||||||||||||
Payments | 14,339 | |||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 137,685 | |||||||||||||||||||||||||||||||||||||||||||||
Repaid principal amount | 272,447 | |||||||||||||||||||||||||||||||||||||||||||||
The Third September 2022 Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 365,000 | |||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 129,053 | |||||||||||||||||||||||||||||||||||||||||||||
Effective interest rate | 556% | |||||||||||||||||||||||||||||||||||||||||||||
Cash proceeds | $ 110,762 | |||||||||||||||||||||||||||||||||||||||||||||
Payments | 13,036 | |||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 300,000 | |||||||||||||||||||||||||||||||||||||||||||||
Repaid principal amount | 13,036 | |||||||||||||||||||||||||||||||||||||||||||||
Loan agreement amount | $ 129,053 | $ 312,400 | ||||||||||||||||||||||||||||||||||||||||||||
New and old debt percentage | 10% | 10% | ||||||||||||||||||||||||||||||||||||||||||||
The Third May 2022 Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 27,604 | |||||||||||||||||||||||||||||||||||||||||||||
Effective interest rate | 20% | |||||||||||||||||||||||||||||||||||||||||||||
Payments | $ 3,067 | |||||||||||||||||||||||||||||||||||||||||||||
Repaid principal amount | 11,435 | |||||||||||||||||||||||||||||||||||||||||||||
The Fourth May 2022 Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 40,000 | |||||||||||||||||||||||||||||||||||||||||||||
Effective interest rate | 17% | |||||||||||||||||||||||||||||||||||||||||||||
Repaid principal amount | 9,442 | |||||||||||||||||||||||||||||||||||||||||||||
The June 2022 Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 568,000 | |||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 312,400 | |||||||||||||||||||||||||||||||||||||||||||||
Effective interest rate | 217% | |||||||||||||||||||||||||||||||||||||||||||||
Cash proceeds | $ 378,000 | |||||||||||||||||||||||||||||||||||||||||||||
Payments | 28,400 | |||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 190,000 | |||||||||||||||||||||||||||||||||||||||||||||
Repaid principal amount | 255,600 | |||||||||||||||||||||||||||||||||||||||||||||
The First August 2022 Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 129,634 | $ 193,500 | ||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 2,037 | |||||||||||||||||||||||||||||||||||||||||||||
Effective interest rate | 14% | 14% | ||||||||||||||||||||||||||||||||||||||||||||
Maturity days | 60 days | |||||||||||||||||||||||||||||||||||||||||||||
The Second August 2022 Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 923,000 | |||||||||||||||||||||||||||||||||||||||||||||
Effective interest rate | 704% | |||||||||||||||||||||||||||||||||||||||||||||
Cash proceeds | $ 300,100 | |||||||||||||||||||||||||||||||||||||||||||||
Payments | 46,150 | |||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 310,500 | |||||||||||||||||||||||||||||||||||||||||||||
Repaid principal amount | 276,900 | |||||||||||||||||||||||||||||||||||||||||||||
The First September 2022 Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 87,884 | |||||||||||||||||||||||||||||||||||||||||||||
Effective interest rate | 13% | |||||||||||||||||||||||||||||||||||||||||||||
Repaid principal amount | $ 0 | |||||||||||||||||||||||||||||||||||||||||||||
The First March 2020 Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Notes conversion, description | The maturity date of the First March 2020 Note was September 23, 2020 (the “First March 2020 Maturity Date”), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the First March 2020 Note were due. | The maturity date of the First March 2020 Note was September 23, 2020 (the “First March 2020 Maturity Date”), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the First March 2020 Note were due. | ||||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 11,000 | |||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 25% | |||||||||||||||||||||||||||||||||||||||||||||
Principal repaid | $ 11,000 | |||||||||||||||||||||||||||||||||||||||||||||
Unpaid interest | 2,695 | |||||||||||||||||||||||||||||||||||||||||||||
The Second March 2020 Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Notes conversion, description | The maturity date of the Second March 2020 Note was September 17, 2020 (the “Second March 2020 Maturity Date”), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Second March 2020 Note were due. | The maturity date of the Second March 2020 Note was September 17, 2020 (the “Second March 2020 Maturity Date”), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the Second March 2020 Note were due. | ||||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 17,000 | |||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 19% | |||||||||||||||||||||||||||||||||||||||||||||
Principal repaid | 17,000 | |||||||||||||||||||||||||||||||||||||||||||||
Unpaid interest | 1,398 | |||||||||||||||||||||||||||||||||||||||||||||
The May 2020 PPP Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Notes conversion, description | The Loan, which was in the form of a Note dated May 4, 2020, matures on May 4, 2022, and bears interest at a fixed rate of 1.00% per annum, payable monthly commencing on November 4, 2020. | The Loan, which was in the form of a Note dated May 4, 2020, matures on May 4, 2022, and bears interest at a fixed rate of 1.00% per annum, payable monthly commencing on November 4, 2020. | ||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 83,855 | $ 412,500 | ||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 396 | |||||||||||||||||||||||||||||||||||||||||||||
The June 2020 Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Notes conversion, description | The maturity date of the June 2020 Note was July 31, 2020 (the “June 2020 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the June 2020 Note were due in AUD currency. This loan was secured by the Australian research & development credit. | The maturity date of the June 2020 Note was July 31, 2020 (the “June 2020 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the June 2020 Note were due in AUD currency. This loan was secured by the Australian research & development credit. | ||||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 351,692 | $ 510,649 | ||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 15% | 15% | ||||||||||||||||||||||||||||||||||||||||||||
Principal repaid | $ 510,649 | |||||||||||||||||||||||||||||||||||||||||||||
Unpaid interest | 14,814 | |||||||||||||||||||||||||||||||||||||||||||||
The October 2020 Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 111,683 | |||||||||||||||||||||||||||||||||||||||||||||
Notes conversion, description | The maturity date of the October 2020 Note is September 30, 2021 (the “October 2020 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the October 2020 Loan Agreement are due. The loan is secured by the Australian research & development credit. | The maturity date of the October 2020 Note is September 30, 2021 (the “October 2020 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the October 2020 Loan Agreement are due. The loan is secured by the Australian research & development credit. | ||||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 54,412 | $ 74,300 | ||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 14% | 14% | ||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 4,850 | |||||||||||||||||||||||||||||||||||||||||||||
Unpaid interest | $ 6,408 | |||||||||||||||||||||||||||||||||||||||||||||
The November 2020 Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 34,000 | |||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 14% | |||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 4,736 | |||||||||||||||||||||||||||||||||||||||||||||
Principal repaid | $ 23,716 | $ 10,284 | ||||||||||||||||||||||||||||||||||||||||||||
The February 2021 Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Notes conversion, description | The maturity date of the February 2021 Note is July 31, 2021 (the “February 2021 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the February 2021 Loan Agreement are due. The loan is secured by the Australian research & development credit. | The maturity date of the February 2021 Note is July 31, 2021 (the “February 2021 Maturity Date”) at which time all outstanding principal, accrued and unpaid interest and other amounts due under the February 2021 Loan Agreement are due. The loan is secured by the Australian research & development credit. | ||||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 81,789 | $ 111,683 | ||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 14% | 14% | ||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 9,339 | |||||||||||||||||||||||||||||||||||||||||||||
The April 2021 Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Notes conversion, description | The maturity date of the April 2021 Note is October 8, 2022 (the “April 2021 Maturity Date”), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the April 2021 Note are due. | The maturity date of the April 2021 Note is October 8, 2022 (the “April 2021 Maturity Date”), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the April 2021 Note are due. | ||||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 128,110 | |||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 11% | |||||||||||||||||||||||||||||||||||||||||||||
Principal repaid | $ 92,140 | |||||||||||||||||||||||||||||||||||||||||||||
Converted amount | 35,970 | |||||||||||||||||||||||||||||||||||||||||||||
Extinguishment expense | $ 8,341 | |||||||||||||||||||||||||||||||||||||||||||||
The July 2021 Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
Notes conversion, description | The maturity date of the July 2021 Note is December 31, 2022 (the “July 2021 Maturity Date”), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the July 2021 Note are due. | The maturity date of the July 2021 Note is December 31, 2022 (the “July 2021 Maturity Date”), at which time all outstanding principal, accrued and unpaid interest and other amounts due under the July 2021 Note are due. | ||||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 137,625 | |||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 10% | |||||||||||||||||||||||||||||||||||||||||||||
Principal repaid | $ 113,606 | |||||||||||||||||||||||||||||||||||||||||||||
Converted amount | 24,019 | |||||||||||||||||||||||||||||||||||||||||||||
Extinguishment expense | $ 7,109 |
Notes Payable (Details) - Sched
Notes Payable (Details) - Schedule of notes payable - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 11, 2020 | |
Debt Instrument [Line Items] | ||||
Outstanding principal, Total | $ 2,401,509 | $ 1,358,211 | $ 1,434,576 | |
Less: Debt Discount | (614,410) | (15,547) | ||
Less: Debt Issuance Costs | ||||
Outstanding Principal, Total | 1,787,099 | 1,342,664 | 1,434,576 | |
Less: Current Debt | (1,758,179) | (1,278,672) | (1,221,539) | |
Total Long-Term Debt | 28,920 | 63,992 | 213,037 | |
The April 2020 PPP Loan Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Outstanding principal, Total | $ 198,577 | 198,577 | $ 282,432 | |
Interest Rate | 1% | 1% | ||
Maturity Date | May 2022 | May 2022 | ||
The First December 2021 Loan Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Outstanding principal, Total | $ 47,990 | 185,655 | ||
Interest Rate | 10% | 10% | ||
Maturity Date | June 2023 | June 2023 | ||
The Second December 2021 Loan Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Outstanding principal, Total | 313,979 | |||
Interest Rate | 14% | |||
Maturity Date | June 2022 | |||
First Denver Bodega LLC Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Outstanding principal, Total | $ 44,008 | |||
Interest Rate | 5% | |||
Maturity Date | March 2025 | |||
The Third May 2022 Loan Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Outstanding principal, Total | $ 16,169 | |||
Interest Rate | ||||
Maturity Date | November 2022 | |||
The Fourth May 2022 Loan Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Outstanding principal, Total | $ 30,558 | |||
Interest Rate | ||||
Maturity Date | November 2022 | |||
The First August 2022 Loan Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Outstanding principal, Total | $ 129,634 | |||
Interest Rate | 14% | |||
Maturity Date | November 2022 | |||
The Second August 2022 Loan Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Outstanding principal, Total | $ 646,100 | |||
Interest Rate | ||||
Maturity Date | January 2023 | |||
The First September 2022 Loan Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Outstanding principal, Total | $ 87,884 | |||
Interest Rate | ||||
Maturity Date | September 2023 | |||
The Second September 2022 Loan Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Outstanding principal, Total | $ 848,625 | |||
Interest Rate | ||||
Maturity Date | May 2023 | |||
The Third September 2022 Loan Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Outstanding principal, Total | $ 351,964 | |||
Interest Rate | ||||
Maturity Date | April 2023 | |||
Seller’s Choice Note [Member] | ||||
Debt Instrument [Line Items] | ||||
Outstanding principal, Total | $ 660,000 | $ 660,000 | ||
Interest Rate | 30% | 30% | 9.50% | |
Maturity Date | September 2020 | September 2020 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||
Mar. 07, 2022 | Oct. 25, 2021 | May 14, 2021 | Dec. 09, 2020 | Oct. 31, 2020 | Jul. 06, 2020 | Jul. 01, 2020 | Feb. 11, 2020 | Sep. 15, 2022 | Jul. 31, 2022 | May 31, 2022 | May 20, 2022 | Feb. 22, 2022 | Jun. 19, 2021 | Sep. 23, 2020 | Sep. 15, 2020 | Feb. 25, 2020 | Nov. 30, 2019 | Mar. 31, 2018 | Feb. 28, 2018 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 02, 2022 | Jul. 31, 2021 | Jul. 06, 2021 | Aug. 17, 2020 | Jul. 31, 2020 | Jul. 17, 2020 | Jul. 13, 2020 | Jun. 30, 2020 | Jun. 25, 2020 | Apr. 30, 2020 | Feb. 04, 2020 | Jul. 17, 2018 | ||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Conversion shares percentage | 75% | |||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 113,481 | $ 113,481 | ||||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 42,231 | $ 42,231 | ||||||||||||||||||||||||||||||||||||||||||
Debt discount | 84,854 | 84,854 | ||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 1,787,099 | $ 1,342,664 | 1,221,539 | $ 1,787,099 | $ 1,342,664 | 1,221,539 | ||||||||||||||||||||||||||||||||||||||
Common Stock Par Value (in Dollars per share) | $ 0.001 | $ 1 | $ 1 | $ 1 | $ 1 | $ 0.001 | $ 1 | $ 0.001 | $ 1 | $ 1 | $ 0.001 | $ 1 | ||||||||||||||||||||||||||||||||
Repaid principal amount | $ 2,292,953 | $ 403,843 | $ 456,233 | |||||||||||||||||||||||||||||||||||||||||
Gross proceeds | $ 2,659,750 | $ 3,407,250 | $ 796,000 | 354,994 | ||||||||||||||||||||||||||||||||||||||||
Issuance of warrants (in Shares) | 331,456 | 19,950 | ||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 4,915,327 | $ (979,738) | $ 137,109 | (832,482) | 423,118 | $ 1,025,555 | $ (5,586,482) | |||||||||||||||||||||||||||||||||||||
Promissory note | $ 660,000 | $ 660,000 | ||||||||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 1.75 | $ 4.5 | $ 0.2 | $ 4.5 | $ 18 | |||||||||||||||||||||||||||||||||||||||
Maturity date, description | The Notes mature on the second (2nd) anniversary of their issuance dates. | |||||||||||||||||||||||||||||||||||||||||||
Received proceeds | 2,174,402 | 321,229 | $ 747,937 | |||||||||||||||||||||||||||||||||||||||||
Warrant issued (in Shares) | 6,667 | |||||||||||||||||||||||||||||||||||||||||||
Converted principal | (a) a 14% Convertible Secured Promissory Note (each a “March 2018 Note” and together the “March 2018 Notes”), convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) at a conversion price of $12.00 per share (the “Conversion Price”), and (b) a four-year warrant (each a “Warrant and together the “Warrants”) to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into (“Warrant Shares”) at an exercise price of $12.00 per share (“Exercise Price”). | The February 2019 Convertible Note Offering consisted of (a) a 10% Convertible Promissory Note (each a “February 2019 Note” and together, the “February 2019 Notes”), convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) at the lesser of (i) a fixed conversion price equal to $15.00 per share or (ii) the price provided to investors in connection with (a) any private placement offerings or one or more registered public offerings by the Company under the Securities Act, pursuant to which the Company receives monies in the amount greater than $1,500,000 in exchange for securities of the Company between February 21, 2019 and the date on which the Company’s consummates a listing onto a national securities exchange, or (b) any private placement offerings or one or more registered public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a “Qualified Offering”), and (b) a four-year stock purchase warrant (each a “Warrant and together the “Warrants”) to purchase a quantity of shares of the Company’s common stock up to thirty-three percent (33%) of the number of shares of common stock into which the underlying Notes may be converted, at an exercise price of $18.00 per share (“Exercise Price”). | ||||||||||||||||||||||||||||||||||||||||||
Common stock issued | $ 34,950 | $ 141,150 | 226,500 | $ 226,500 | ||||||||||||||||||||||||||||||||||||||||
Related debt discount | $ (17,068) | |||||||||||||||||||||||||||||||||||||||||||
Common stock per value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 1 | |||||||||||||||||||||||||||||||||||||
Converted shares principal (in Shares) | 7,278 | |||||||||||||||||||||||||||||||||||||||||||
Warrants issued (in Shares) | 258,750 | 6,150,000 | 6,150,000 | |||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Principal amount of convertible notes (in Shares) | 59,774 | |||||||||||||||||||||||||||||||||||||||||||
Common stock issued | $ 50 | $ 150 | $ 50 | $ 50 | ||||||||||||||||||||||||||||||||||||||||
The march 2018 Convertible Note Offering [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Unpaid interest | $ 51,293 | |||||||||||||||||||||||||||||||||||||||||||
Converted principal amount | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||
The July 2021 Convertible Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Promissory notes | $ 168,850 | |||||||||||||||||||||||||||||||||||||||||||
Note accrues interest rate | 6% | 6% | ||||||||||||||||||||||||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.001 | |||||||||||||||||||||||||||||||||||||||||||
Conversion shares percentage | 75% | |||||||||||||||||||||||||||||||||||||||||||
Debt discount | 15,850 | $ 15,850 | 15,850 | 15,850 | ||||||||||||||||||||||||||||||||||||||||
Debt issuance costs | 3,000 | 3,000 | 3,000 | $ 3,000 | ||||||||||||||||||||||||||||||||||||||||
Derivative liability | 100,532 | 100,532 | ||||||||||||||||||||||||||||||||||||||||||
Converted of principal amount | 168,850 | 168,850 | ||||||||||||||||||||||||||||||||||||||||||
Unpaid interest | $ 4,605 | |||||||||||||||||||||||||||||||||||||||||||
Conversion Shares (in Shares) | 109,435 | |||||||||||||||||||||||||||||||||||||||||||
Debt discount | 96,803 | $ 96,803 | ||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 168,850 | |||||||||||||||||||||||||||||||||||||||||||
Maturity date, description | Upon default or 180 days after issuance the July 2021 Note is convertible into shares of the Company’s common stock, par value $0.001 per share (“Conversion Shares”) equal to 75% of average the lowest three trading prices of the Company’s common stock on the fifteen-trading day immediately preceding the date of the respective conversion. | |||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 4,941 | $ 4,941 | ||||||||||||||||||||||||||||||||||||||||||
The Second February 2022 Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Unpaid interest | $ 37,425 | |||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 37,163 | 37,163 | ||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 337,163 | |||||||||||||||||||||||||||||||||||||||||||
Effective interest rate | 11% | |||||||||||||||||||||||||||||||||||||||||||
Common Stock Par Value (in Dollars per share) | $ 0.001 | |||||||||||||||||||||||||||||||||||||||||||
Conversion shares at percentage | 75% | |||||||||||||||||||||||||||||||||||||||||||
Repaid principal amount | $ 224,550 | |||||||||||||||||||||||||||||||||||||||||||
Interest of agreement | 11% | 11% | ||||||||||||||||||||||||||||||||||||||||||
Price per shares (in Dollars per share) | [1] | |||||||||||||||||||||||||||||||||||||||||||
Warrant issued (in Shares) | ||||||||||||||||||||||||||||||||||||||||||||
The May 2022 Convertible Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Promissory notes | $ 115,163 | |||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 15,163 | |||||||||||||||||||||||||||||||||||||||||||
Effective interest rate | 11% | |||||||||||||||||||||||||||||||||||||||||||
Common Stock Par Value (in Dollars per share) | $ 0.001 | |||||||||||||||||||||||||||||||||||||||||||
Conversion shares at percentage | 75% | |||||||||||||||||||||||||||||||||||||||||||
Repaid principal amount | $ 38,349 | |||||||||||||||||||||||||||||||||||||||||||
Interest of agreement | 11% | 11% | ||||||||||||||||||||||||||||||||||||||||||
Price per shares (in Dollars per share) | [1] | |||||||||||||||||||||||||||||||||||||||||||
Warrant issued (in Shares) | ||||||||||||||||||||||||||||||||||||||||||||
The May 2022 Convertible Note Offering [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Debt issuance costs | $ 125,300 | $ 125,300 | ||||||||||||||||||||||||||||||||||||||||||
Converted of principal amount | 900,000 | 900,000 | ||||||||||||||||||||||||||||||||||||||||||
Unpaid interest | 103,670 | |||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 75,610 | $ 1,895,391 | $ 399,964 | 399,964 | ||||||||||||||||||||||||||||||||||||||||
Gross proceeds | $ 4,000,000 | |||||||||||||||||||||||||||||||||||||||||||
Conversion Price Per Share (in Dollars per share) | $ 2 | |||||||||||||||||||||||||||||||||||||||||||
Issuance of warrants (in Shares) | 4,000,000 | |||||||||||||||||||||||||||||||||||||||||||
Principal outstanding percentage | 110% | |||||||||||||||||||||||||||||||||||||||||||
Accrue interest rate percentage | 18% | |||||||||||||||||||||||||||||||||||||||||||
Conversion price (in Dollars per share) | $ 0.2 | |||||||||||||||||||||||||||||||||||||||||||
Debt percentage | 10% | |||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 103,670 | |||||||||||||||||||||||||||||||||||||||||||
Repayment of principal | $ 35,714 | |||||||||||||||||||||||||||||||||||||||||||
Interest of agreement | 18% | 18% | ||||||||||||||||||||||||||||||||||||||||||
Price per shares (in Dollars per share) | [1] | $ 2 | $ 2 | |||||||||||||||||||||||||||||||||||||||||
Warrant issued (in Shares) | 4,000,000 | |||||||||||||||||||||||||||||||||||||||||||
The May 2022 Convertible Note Offering [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Common Stock Par Value (in Dollars per share) | $ 1 | |||||||||||||||||||||||||||||||||||||||||||
The May 2022 Convertible Note Offering [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Issuance of warrants (in Shares) | 4,000,000 | |||||||||||||||||||||||||||||||||||||||||||
The May 2022 Convertible Note Offering [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 737,756 | |||||||||||||||||||||||||||||||||||||||||||
The May 2022 Convertible Note Offering [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 331,861 | |||||||||||||||||||||||||||||||||||||||||||
The July 2022 Convertible Note Offering [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 863,792 | $ 214,981 | $ 214,981 | |||||||||||||||||||||||||||||||||||||||||
Gross proceeds | $ 2,150,000 | |||||||||||||||||||||||||||||||||||||||||||
Conversion Price Per Share (in Dollars per share) | $ 2 | |||||||||||||||||||||||||||||||||||||||||||
Issuance of warrants (in Shares) | 2,150,000 | |||||||||||||||||||||||||||||||||||||||||||
Principal outstanding percentage | 110% | |||||||||||||||||||||||||||||||||||||||||||
Accrue interest rate percentage | 18% | |||||||||||||||||||||||||||||||||||||||||||
Conversion price (in Dollars per share) | $ 0.2 | |||||||||||||||||||||||||||||||||||||||||||
Debt percentage | 10% | |||||||||||||||||||||||||||||||||||||||||||
Repayment of principal | $ 714,285 | |||||||||||||||||||||||||||||||||||||||||||
Interest of agreement | 18% | 18% | ||||||||||||||||||||||||||||||||||||||||||
Price per shares (in Dollars per share) | [1] | $ 2 | $ 2 | |||||||||||||||||||||||||||||||||||||||||
Warrant issued (in Shares) | 2,150,000 | |||||||||||||||||||||||||||||||||||||||||||
The July 2022 Convertible Note Offering [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Common Stock Par Value (in Dollars per share) | $ 1 | |||||||||||||||||||||||||||||||||||||||||||
The July 2022 Convertible Note Offering [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Issuance of warrants (in Shares) | 2,150,000 | |||||||||||||||||||||||||||||||||||||||||||
The July 2022 Convertible Note Offering [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 640,521 | |||||||||||||||||||||||||||||||||||||||||||
The february 2018 Convertible Note Offering [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 37,350 | |||||||||||||||||||||||||||||||||||||||||||
Debt issuance costs | $ 725,000 | $ 316,875 | ||||||||||||||||||||||||||||||||||||||||||
Unpaid interest | $ 19,758 | 86,544 | ||||||||||||||||||||||||||||||||||||||||||
Conversion Shares (in Shares) | 6,041 | |||||||||||||||||||||||||||||||||||||||||||
Issuance of warrants (in Shares) | 24,223 | 60,416 | ||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 40,675 | |||||||||||||||||||||||||||||||||||||||||||
Secured debt | 250,000 | |||||||||||||||||||||||||||||||||||||||||||
Fair value derivative liability | 181,139 | |||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note, description | The February 2018 Convertible Note Offering consisted of a maximum of $750,000 of units of the Company’s securities (each, a “February 2018 Unit” and collectively, the “February 2018 Units”), with each February 2018 Unit consisting of (a) a 15% Convertible Secured Promissory Note (each a “February 2018 Convertible Note” and together the “February 2018 Convertible Notes”), convertible into shares of the Company’s common stock, par value $.001 per share (“February 2018 Conversion Shares”) at a conversion price of $12.00 per share (the “February 2018 Note Conversion Price”), and (b) a five-year warrant (each a “February 2018 Offering Warrant and together the “February 2018 Offering Warrants”) to purchase common stock equal to one hundred percent (100%) of the shares into which the February 2018 Convertible Notes can be converted into (“February 2018 Warrant Shares”) at an exercise price of $12.00 per share (“February 2018 Warrant Exercise Price”). The February 2018 Offering Notes mature on the second (2nd) anniversary of their issuance dates. The February 2018 Offering Notes are secured by a second priority security interest in the Company’s assets up to $1,000,000. | |||||||||||||||||||||||||||||||||||||||||||
Placement fees | $ 94,250 | |||||||||||||||||||||||||||||||||||||||||||
Conversion share percentage | 10% | |||||||||||||||||||||||||||||||||||||||||||
Conversion shares fair value | $ 74,881 | |||||||||||||||||||||||||||||||||||||||||||
Converted principal amount | 75,000 | 940,675 | ||||||||||||||||||||||||||||||||||||||||||
Un paid principal amount | $ 781 | 781 | ||||||||||||||||||||||||||||||||||||||||||
The march 2018 Convertible Note Offering [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Debt discount | 254,788 | $ 254,788 | ||||||||||||||||||||||||||||||||||||||||||
Debt issuance costs | 770,000 | |||||||||||||||||||||||||||||||||||||||||||
Unpaid interest | $ 140,600 | 17,949 | ||||||||||||||||||||||||||||||||||||||||||
Issuance of warrants (in Shares) | 15,947 | 80,114 | ||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 767 | |||||||||||||||||||||||||||||||||||||||||||
Secured debt | 50,000 | |||||||||||||||||||||||||||||||||||||||||||
Fair value derivative liability | $ 84,087 | |||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note, description | (a) a 14% Convertible Secured Promissory Note (each a “March 2018 Note” and together the “March 2018 Notes”), convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) at a conversion price of $12.00 per share (the “Conversion Price”), and (b) a four-year warrant (each a “Warrant and together the “Warrants”) to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into (“Warrant Shares”) at an exercise price of $12.00 per share (“Exercise Price”). | |||||||||||||||||||||||||||||||||||||||||||
Converted principal amount | $ 886,367 | |||||||||||||||||||||||||||||||||||||||||||
Repaid principal amount | 25,000 | |||||||||||||||||||||||||||||||||||||||||||
Repaid of interest | 9,364 | |||||||||||||||||||||||||||||||||||||||||||
The february 2019 convertible note offering [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Debt discount | 222,632 | $ 222,632 | ||||||||||||||||||||||||||||||||||||||||||
Unpaid interest | 416,786 | |||||||||||||||||||||||||||||||||||||||||||
Repaid principal amount | 348,136 | |||||||||||||||||||||||||||||||||||||||||||
Issuance of warrants (in Shares) | 44,396 | |||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note, description | The February 2019 Convertible Note Offering consisted of (a) a 10% Convertible Promissory Note (each a “February 2019 Note” and together, the “February 2019 Notes”), convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) at the lesser of (i) a fixed conversion price equal to $15.00 per share or (ii) the price provided to investors in connection with (a) any private placement offerings or one or more registered public offerings by the Company under the Securities Act, pursuant to which the Company receives monies in the amount greater than $1,500,000 in exchange for securities of the Company between February 21, 2019 and the date on which the Company’s consummates a listing onto a national securities exchange, or (b) any private placement offerings or one or more registered public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a “Qualified Offering”), and (b) a four-year stock purchase warrant (each a “Warrant and together the “Warrants”) to purchase a quantity of shares of the Company’s common stock up to thirty-three percent (33%) of the number of shares of common stock into which the underlying Notes may be converted, at an exercise price of $18.00 per share (“Exercise Price”). During the year ended December 31, 2019 a total of 44,396 Warrants were issued in conjunction with The February 2019 Convertible Note Offering. | |||||||||||||||||||||||||||||||||||||||||||
Converted principal amount | 1,963,567 | |||||||||||||||||||||||||||||||||||||||||||
Repaid of interest | 0 | |||||||||||||||||||||||||||||||||||||||||||
Promissory note | 1,993,025 | 1,993,025 | ||||||||||||||||||||||||||||||||||||||||||
The november 2019 convertible note offering [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Debt discount | 84,377 | $ 84,377 | ||||||||||||||||||||||||||||||||||||||||||
Debt issuance costs | 79,933 | 79,933 | ||||||||||||||||||||||||||||||||||||||||||
Unpaid interest | 77,785 | |||||||||||||||||||||||||||||||||||||||||||
Convertible note | 479,500 | |||||||||||||||||||||||||||||||||||||||||||
Converted principal amount | 559,433 | |||||||||||||||||||||||||||||||||||||||||||
Accounts Payable into offering | $ 318,678 | |||||||||||||||||||||||||||||||||||||||||||
Offering discount percentage | 10% | |||||||||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 13.5 | |||||||||||||||||||||||||||||||||||||||||||
Unpaid accrued interest | $ 13.5 | |||||||||||||||||||||||||||||||||||||||||||
Beneficial conversion feature | 4,444 | |||||||||||||||||||||||||||||||||||||||||||
The january 2020 convertible note offering [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Debt discount | 12,473 | $ 12,473 | ||||||||||||||||||||||||||||||||||||||||||
Unpaid interest | 8,275 | |||||||||||||||||||||||||||||||||||||||||||
Convertible note | 87,473 | 87,473 | ||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note, description | a 12% Convertible Promissory Note (each a “January 2020 Note” and together, the “January 2020 Notes”), convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) at the lesser of (i) a fixed conversion price equal to $13.50 per share or (ii) the price provided to investors in connection with (a) any private placement offerings or one or more registered public offerings by the Company under the Securities Act, pursuant to which the Company receives monies in the amount greater than $1,500,000 in exchange for securities of the Company, or (b) any private placement offerings or one or more registered public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a “Qualified Offering”).The January 2020 Notes mature on the first (6th) month anniversary of their issuance dates. If an event of default occurs and is not cured within 30 days of the Company receiving notice, the notes will be convertible at 80% multiplied by the lowest VWAP of the common stock during the five (5) consecutive trading day period immediately preceding the date of the respective conversion, and a default interest rate of 24% will become effective. The Conversion Price of the January 2020 Note are subject to adjustment for issuances of the Company’s common stock or any equity linked instruments or securities convertible into the Company’s common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price being reduced to such lower purchase price, subject to carve-outs as described therein. The Company recorded a $12,473 debt discount relating to original issue discount associated with these notes. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost. During the year ended December 31, 2020, the Company converted $87,473 of principal and $8,275 of unpaid interest into the September 2020 Equity Raise.The First February 2020 Convertible Loan Agreement On February 4, 2020, the Company entered into a loan agreement (the “First February 2020 Loan Agreement”) with an individual (the “First February 2020 Lender”), whereby the First February 2020 Lender issued the Company a promissory note of $85,000 (the “First February 2020 Note”). Pursuant to the First February 2020 Loan Agreement, the First February 2020 Note has interest of ten percent (10%). The First February 2020 Note are convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) at the lesser of (i) a fixed conversion price equal to $12.00 per share or (ii) the price provided to investors in connection with (a) any private placement offerings or one or more registered public offerings by the Company under the Securities Act, pursuant to which the Company receives monies in the amount greater than $1,500,000 in exchange for securities of the Company, or (b) any private placement offerings or one or more registered public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a “Qualified Offering”). The First February 2020 Notes mature on the first (6th) month anniversary of their issuance dates. In the event that the Offering’s Purchasers do not choose to convert the Notes into the Common Stock on or prior to the Maturity Dates and the Notes have not been repaid or an event of default occurs as defined in the Notes, the notes will be convertible at the lesser of the fixed conversion price or 65% multiplied by the lowest trade of the common stock during the twenty (20) consecutive trading day period immediately preceding the date of the respective conversion and a default interest rate of 15% will be applied. The Conversion Price of the First February 2020 Note are subject to adjustment for issuances of the Company’s common stock or any equity linked instruments or securities convertible into the Company’s common stock at a purchase price of less than the prevailing Conversion Price or Exercise Price. Such adjustment shall result in the Conversion Price being reduced to such lower purchase price, subject to carve-outs as described therein. The Company recorded a $8,000 debt discount relating to original issue discount associated with these notes. The debt discount is being accreted over the life of the note to accretion of debt discount and issuance cost. During the year ended December 31, 2020, the Company repaid $158,065 in principal and $0 in interest. The Second February 2020 Convertible Loan Agreement On February 11, 2020, the Company entered into a loan agreement (the “Second February 2020 Loan Agreement”) with an individual (the “Second February 2020 Lender”), whereby the Second February 2020 Lender issued the Company a promissory note of $200,000 (the “Second February 2020 Note”). Pursuant to the Second February 2020 Loan Agreement, the Second February 2020 Note has interest of twelve percent (12%). As additional consideration for entering in the Second February 2020 convertible Loan Agreement, the Company issued a five-year warrant to purchase 6,666 shares of the Company’s common stock at a purchase price of $15.00 per share. The Second February 2020 Note is convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) at the lesser of (i) a fixed conversion price equal to $13.50 per share or (ii) the price provided to investors in connection with (a) any private placement offerings or one or more registered public offerings by the Company under the Securities Act, pursuant to which the Company receives monies in the amount greater than $1,500,000 in exchange for securities of the Company, or (b) any private placement offerings or one or more registered public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange | |||||||||||||||||||||||||||||||||||||||||||
Maturity date, description | The January 2020 Notes mature on the first (6th) month anniversary of their issuance dates. If an event of default occurs and is not cured within 30 days of the Company receiving notice, the notes will be convertible at 80% multiplied by the lowest VWAP of the common stock during the five (5) consecutive trading day period immediately preceding the date of the respective conversion, and a default interest rate of 24% will become effective. | |||||||||||||||||||||||||||||||||||||||||||
Converted principal amount | 87,473 | |||||||||||||||||||||||||||||||||||||||||||
The first february 2020 convertible loan agreemen [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Note accrues interest rate | 10% | |||||||||||||||||||||||||||||||||||||||||||
Debt discount | 8,000 | $ 8,000 | ||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 85,000 | |||||||||||||||||||||||||||||||||||||||||||
Repayment of principal | 158,065 | |||||||||||||||||||||||||||||||||||||||||||
Un paid principal amount | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||
Maturity date, description | The First February 2020 Notes mature on the first (6th) month anniversary of their issuance dates. In the event that the Offering’s Purchasers do not choose to convert the Notes into the Common Stock on or prior to the Maturity Dates and the Notes have not been repaid or an event of default occurs as defined in the Notes, the notes will be convertible at the lesser of the fixed conversion price or 65% multiplied by the lowest trade of the common stock during the twenty (20) consecutive trading day period immediately preceding the date of the respective conversion and a default interest rate of 15% will be applied. | |||||||||||||||||||||||||||||||||||||||||||
Fixed conversion price per share (in Dollars per share) | $ 12 | |||||||||||||||||||||||||||||||||||||||||||
Principal amount of convertible notes | 1,500,000 | $ 1,500,000 | ||||||||||||||||||||||||||||||||||||||||||
The second february 2020 convertible loan agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Note accrues interest rate | 12% | |||||||||||||||||||||||||||||||||||||||||||
Debt discount | 33,340 | 33,340 | ||||||||||||||||||||||||||||||||||||||||||
Unpaid interest | 0 | |||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 200,000 | |||||||||||||||||||||||||||||||||||||||||||
Issuance of warrants (in Shares) | 6,666 | |||||||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of debt | $ 136,115 | |||||||||||||||||||||||||||||||||||||||||||
Converted principal amount | 125,000 | |||||||||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 15 | |||||||||||||||||||||||||||||||||||||||||||
Maturity date, description | The Second February 2020 Note matures on the first (12th) month anniversary of its issuance date. In the event that the Offering’s Purchasers do not choose to convert the Notes into the Common Stock on or prior to the Maturity Date and the Note is unpaid, the note will be convertible at the lesser of the fixed conversion price or 75% multiplied by the lowest trade of the common stock during the twenty (20) consecutive trading day period immediately preceding the date of the respective conversion. | |||||||||||||||||||||||||||||||||||||||||||
Fixed conversion price per share (in Dollars per share) | $ 13.5 | |||||||||||||||||||||||||||||||||||||||||||
Principal amount of convertible notes | 1,500,000 | $ 1,500,000 | ||||||||||||||||||||||||||||||||||||||||||
Repaid principal amount | 175,000 | |||||||||||||||||||||||||||||||||||||||||||
Repaid principal interest | 0 | |||||||||||||||||||||||||||||||||||||||||||
The third february 2020 convertible loan agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Note accrues interest rate | 12% | |||||||||||||||||||||||||||||||||||||||||||
Unpaid interest | 100,603 | |||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 385,000 | |||||||||||||||||||||||||||||||||||||||||||
Gross proceeds | 350,010 | |||||||||||||||||||||||||||||||||||||||||||
Converted principal amount | 1,500,000 | $ 1,500,000 | 1,500,000 | |||||||||||||||||||||||||||||||||||||||||
Maturity date, description | The Third February 2020 Note matures on the first (12th) month anniversary of their issuance dates. In the event that the Offering’s Purchasers do not choose to convert the Notes into the Common Stock on or prior to the Maturity Dates and the note is unpaid, the notes will be convertible at the lower of the fixed conversion price or 75% multiplied by the lowest trade of the common stock during the twenty (20) consecutive trading day period immediately preceding the date of the respective conversion. | |||||||||||||||||||||||||||||||||||||||||||
Fixed conversion price per share (in Dollars per share) | $ 4.5 | |||||||||||||||||||||||||||||||||||||||||||
Received proceeds | $ 864,950 | |||||||||||||||||||||||||||||||||||||||||||
Description of debt instrument | In accordance with ASC 470-50, since the present value of the cash flows under the new debt instrument was at least ten percent different from the present value of the remaining cash flows under the terms of the original debt instrument, the Company accounted for the note exchange as described above as a debt extinguishment. The Company recorded a loss on debt extinguishment of $535,041. This represents the fair value of the warrants issued $445,705 and a debt premium of $89,336. The note has an effective interest rate of 24%. The Company recorded a debt discount of $160,714. This is made up of an original issue discount of $250,050 less a debt premium of $89,336. | |||||||||||||||||||||||||||||||||||||||||||
April Convertible Note Offering [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Debt issuance costs | $ 50,010 | $ 50,010 | ||||||||||||||||||||||||||||||||||||||||||
Common Stock Par Value (in Dollars per share) | $ 1 | |||||||||||||||||||||||||||||||||||||||||||
Converted principal amount | 350,010 | |||||||||||||||||||||||||||||||||||||||||||
Interest of agreement | 12% | 12% | ||||||||||||||||||||||||||||||||||||||||||
Price per shares (in Dollars per share) | $ 13.5 | |||||||||||||||||||||||||||||||||||||||||||
Converted principal unpaid interest | 16,916 | |||||||||||||||||||||||||||||||||||||||||||
June Convertible Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Debt issuance costs | $ 67,500 | $ 67,500 | ||||||||||||||||||||||||||||||||||||||||||
Common Stock Par Value (in Dollars per share) | $ 1 | |||||||||||||||||||||||||||||||||||||||||||
Repaid principal amount | 490,800 | |||||||||||||||||||||||||||||||||||||||||||
Repaid of interest | $ 16,944 | |||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 550,000 | $ 550,000 | ||||||||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 274,578 | $ 274,578 | ||||||||||||||||||||||||||||||||||||||||||
Interest of agreement | 12% | 12% | ||||||||||||||||||||||||||||||||||||||||||
Warrant issued (in Shares) | 49,603 | 49,603 | ||||||||||||||||||||||||||||||||||||||||||
Common stock par value (in Shares) | 11.55 | |||||||||||||||||||||||||||||||||||||||||||
Converted principal | 5,424 | $59,200 | ||||||||||||||||||||||||||||||||||||||||||
The First July 2020 Convertible Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Note accrues interest rate | 10% | |||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 68,000 | $ 68,000 | ||||||||||||||||||||||||||||||||||||||||||
Repaid of interest | 3,400 | |||||||||||||||||||||||||||||||||||||||||||
Principal amount of convertible notes | 68,000 | 68,000 | ||||||||||||||||||||||||||||||||||||||||||
Principal amount of convertible notes (in Shares) | 68,000 | |||||||||||||||||||||||||||||||||||||||||||
Derivative liability | 112,743 | |||||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 44,743 | 44,743 | ||||||||||||||||||||||||||||||||||||||||||
Common stock issued | $ 35,469 | |||||||||||||||||||||||||||||||||||||||||||
The Second July 2020 Convertible Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Common Stock Par Value (in Dollars per share) | $ 1 | $ 1 | ||||||||||||||||||||||||||||||||||||||||||
Repaid principal amount | $ 250,000 | |||||||||||||||||||||||||||||||||||||||||||
Repaid of interest | 0 | |||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 250,000 | |||||||||||||||||||||||||||||||||||||||||||
Interest of agreement | 12% | 12% | ||||||||||||||||||||||||||||||||||||||||||
Related debt discount | $ 46,750 | |||||||||||||||||||||||||||||||||||||||||||
Debt discount related to original issue | $ 71,329 | |||||||||||||||||||||||||||||||||||||||||||
The July 2020 Convertible Note Offering [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Common Stock Par Value (in Dollars per share) | $ 1 | $ 1 | ||||||||||||||||||||||||||||||||||||||||||
Conversion shares at percentage | 61% | |||||||||||||||||||||||||||||||||||||||||||
Gross proceeds | $ 390,000 | |||||||||||||||||||||||||||||||||||||||||||
Unpaid accrued interest | 3,436 | $ 3,436 | ||||||||||||||||||||||||||||||||||||||||||
Interest of agreement | 12% | 12% | ||||||||||||||||||||||||||||||||||||||||||
Common stock par value (in Shares) | 12.75 | |||||||||||||||||||||||||||||||||||||||||||
Converted principal | $390,000 | |||||||||||||||||||||||||||||||||||||||||||
Related debt discount | $ 38,215 | |||||||||||||||||||||||||||||||||||||||||||
Debt discount related to original issue | $ 158,078 | |||||||||||||||||||||||||||||||||||||||||||
Convertible note offering issued (in Shares) | 30,589 | |||||||||||||||||||||||||||||||||||||||||||
The August 2020 Convertible Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 65,000 | $ 65,000 | ||||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 120,759 | $ 120,759 | ||||||||||||||||||||||||||||||||||||||||||
Common Stock Par Value (in Dollars per share) | $ 1 | $ 1 | ||||||||||||||||||||||||||||||||||||||||||
Conversion shares at percentage | 61% | |||||||||||||||||||||||||||||||||||||||||||
Converted principal amount | $ 68,000 | |||||||||||||||||||||||||||||||||||||||||||
Repaid of interest | $ 3,400 | |||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 68,000 | |||||||||||||||||||||||||||||||||||||||||||
Interest of agreement | 12% | 12% | ||||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 55,759 | $ 55,759 | ||||||||||||||||||||||||||||||||||||||||||
Common stock issued | 29,859 | |||||||||||||||||||||||||||||||||||||||||||
Related debt discount | 3,000 | |||||||||||||||||||||||||||||||||||||||||||
The September 2020 Convertible Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Note accrues interest rate | 12% | |||||||||||||||||||||||||||||||||||||||||||
Debt discount | 146,393 | 146,393 | ||||||||||||||||||||||||||||||||||||||||||
Debt issuance costs | $ 68,255 | 68,255 | ||||||||||||||||||||||||||||||||||||||||||
Unpaid interest | $ 46,200 | |||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 385,000 | |||||||||||||||||||||||||||||||||||||||||||
Maturity date, description | Upon default or 180 days after issuance the Second July 2020 Note is convertible into shares of the Company’s common stock, par value $.001 per share equal to the closing bid price of the Company’s common stock on the trading day immediately preceding the date of the respective conversion. | |||||||||||||||||||||||||||||||||||||||||||
Interest of agreement | 12% | 12% | ||||||||||||||||||||||||||||||||||||||||||
Price per shares (in Dollars per share) | [2] | |||||||||||||||||||||||||||||||||||||||||||
Warrant issued (in Shares) | 85,555 | |||||||||||||||||||||||||||||||||||||||||||
Warrants purchase of common stock (in Shares) | 85,555 | |||||||||||||||||||||||||||||||||||||||||||
Repaid shares (in Shares) | 341,880 | |||||||||||||||||||||||||||||||||||||||||||
The October 2020 Convertible Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Note accrues interest rate | 6% | |||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 19,400 | $ 19,400 | ||||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 74,860 | $ 74,860 | ||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 169,400 | |||||||||||||||||||||||||||||||||||||||||||
Interest of agreement | 6% | 6% | ||||||||||||||||||||||||||||||||||||||||||
Price per shares (in Dollars per share) | [2] | |||||||||||||||||||||||||||||||||||||||||||
Warrant issued (in Shares) | ||||||||||||||||||||||||||||||||||||||||||||
Common stock per value (in Dollars per share) | $ 0.001 | |||||||||||||||||||||||||||||||||||||||||||
Converted shares principal (in Shares) | 169,400 | |||||||||||||||||||||||||||||||||||||||||||
Interest on conversion shares | $ 4,620 | |||||||||||||||||||||||||||||||||||||||||||
Shares issued (in Shares) | 55,631 | 55,631 | ||||||||||||||||||||||||||||||||||||||||||
The First December 2020 convertible Loan Agreement | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Promissory notes | $ 600,000 | |||||||||||||||||||||||||||||||||||||||||||
Note accrues interest rate | 12% | |||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 110,300 | $ 110,300 | ||||||||||||||||||||||||||||||||||||||||||
Unpaid interest | $ 4,340 | |||||||||||||||||||||||||||||||||||||||||||
Common Stock Par Value (in Dollars per share) | $ 1 | |||||||||||||||||||||||||||||||||||||||||||
Maturity date, description | Upon default the First December 2020 Note is convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) equal to the closing bid price of the Company’s common stock on the trading day immediately preceding the date of the respective conversion. | |||||||||||||||||||||||||||||||||||||||||||
Interest of agreement | 12% | 12% | ||||||||||||||||||||||||||||||||||||||||||
Price per shares (in Dollars per share) | [2] | |||||||||||||||||||||||||||||||||||||||||||
Warrant issued (in Shares) | ||||||||||||||||||||||||||||||||||||||||||||
Common stock issued | $ 45,000 | |||||||||||||||||||||||||||||||||||||||||||
Repaid shares (in Shares) | 600,000 | |||||||||||||||||||||||||||||||||||||||||||
Shares issued (in Shares) | 45,000 | 45,000 | ||||||||||||||||||||||||||||||||||||||||||
The Second December 2020 Convertible Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Note accrues interest rate | 6% | 6% | ||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 18,900 | $ 18,900 | ||||||||||||||||||||||||||||||||||||||||||
Derivative liability | $ 108,880 | 108,880 | ||||||||||||||||||||||||||||||||||||||||||
Unpaid interest | $ 4,605 | |||||||||||||||||||||||||||||||||||||||||||
Conversion Shares (in Shares) | 74,706 | |||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 169,400 | $ 169,400 | ||||||||||||||||||||||||||||||||||||||||||
Maturity date, description | Upon default the Second December 2020 Note is convertible into shares of the Company’s common stock, par value $0.001 per share (“Conversion Shares”) equal to 75% of average the lowest three trading prices of the Company’s common stock on the fifteen-trading day immediately preceding the date of the respective conversion. | |||||||||||||||||||||||||||||||||||||||||||
Interest of agreement | 6% | 6% | ||||||||||||||||||||||||||||||||||||||||||
Price per shares (in Dollars per share) | [2] | |||||||||||||||||||||||||||||||||||||||||||
Warrant issued (in Shares) | ||||||||||||||||||||||||||||||||||||||||||||
Repaid shares (in Shares) | 168,900 | |||||||||||||||||||||||||||||||||||||||||||
The May 2021 Convertible Note Offering [Member] | ||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 1,601,452 | $ 1,601,452 | ||||||||||||||||||||||||||||||||||||||||||
Debt issuance costs | $ 539,509 | 539,509 | ||||||||||||||||||||||||||||||||||||||||||
Gross proceeds | $ 3,690,491 | |||||||||||||||||||||||||||||||||||||||||||
Conversion Price Per Share (in Dollars per share) | $ 5 | |||||||||||||||||||||||||||||||||||||||||||
Maturity date, description | The May 2021 Convertible Note matures on November 14, 2022. | |||||||||||||||||||||||||||||||||||||||||||
Debt discount related to original issue | $ 666,669 | |||||||||||||||||||||||||||||||||||||||||||
Repaid shares (in Shares) | 933,334 | |||||||||||||||||||||||||||||||||||||||||||
Warrants issued (in Shares) | 1,090,908 | 1,090,908 | 1,090,908 | |||||||||||||||||||||||||||||||||||||||||
Converted principal amount | $ 4,666,669 | $ 4,666,669 | ||||||||||||||||||||||||||||||||||||||||||
[1] As subject to adjustment as further outlined in the notes As subject to adjustment as further outlined in the notes |
Convertible Notes Payable (De_2
Convertible Notes Payable (Details) - Schedule of convertible notes payable - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | ||||
Outstanding Principal (in Dollars) | $ 6,429,427 | $ 168,850 | $ 1,280,680 | |
Warrants granted, Quantity (in Shares) | 6,667 | |||
Less: Debt Discount (in Dollars) | (360,854) | $ (8,120) | (309,637) | |
Less: Debt Issuance Costs (in Dollars) | (5,648) | $ (1,537) | (73,527) | |
Total (in Dollars) | 6,062,926 | $ 897,516 | ||
The Second February 2022 Loan Agreement [Member] | ||||
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | ||||
Outstanding Principal (in Dollars) | $ 112,613 | |||
Interest Rate | 11% | |||
Conversion Price | [1] | |||
Maturity Date | February-23 | |||
Warrants granted, Quantity (in Shares) | ||||
Warrants granted, Exercise Price | ||||
The May 2022 Convertible Loan Agreement [Member] | ||||
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | ||||
Outstanding Principal (in Dollars) | $ 76,814 | |||
Interest Rate | 11% | |||
Conversion Price | [1] | |||
Maturity Date | May-23 | |||
Warrants granted, Quantity (in Shares) | ||||
Warrants granted, Exercise Price | ||||
The May 2022 Convertible Note Offering [Member] | ||||
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | ||||
Outstanding Principal (in Dollars) | $ 4,090,000 | |||
Interest Rate | 18% | |||
Conversion Price | [1] | $ 2 | ||
Maturity Date | November-22 | |||
Warrants granted, Quantity (in Shares) | 4,000,000 | |||
The May 2022 Convertible Note Offering [Member] | Minimum [Member] | ||||
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | ||||
Warrants granted, Exercise Price | $ 3 | |||
The May 2022 Convertible Note Offering [Member] | Maximum [Member] | ||||
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | ||||
Warrants granted, Exercise Price | $ 6 | |||
The July 2022 Convertible Note Offering [Member] | ||||
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | ||||
Outstanding Principal (in Dollars) | $ 2,150,000 | |||
Interest Rate | 18% | |||
Conversion Price | [1] | $ 2 | ||
Maturity Date | November-22 | |||
Warrants granted, Quantity (in Shares) | 2,150,000 | |||
The July 2022 Convertible Note Offering [Member] | Minimum [Member] | ||||
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | ||||
Warrants granted, Exercise Price | $ 3 | |||
The July 2022 Convertible Note Offering [Member] | Maximum [Member] | ||||
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | ||||
Warrants granted, Exercise Price | $ 6 | |||
[1] As subject to adjustment as further outlined in the notes |
Related Party (Details)
Related Party (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||
Mar. 07, 2022 | Aug. 10, 2021 | Sep. 09, 2020 | Jul. 06, 2020 | May 13, 2020 | Apr. 09, 2020 | Jan. 14, 2020 | Jan. 03, 2020 | Jun. 03, 2019 | Sep. 15, 2022 | Sep. 30, 2020 | Sep. 15, 2020 | Jul. 30, 2020 | Apr. 21, 2020 | Mar. 27, 2020 | Feb. 27, 2020 | Feb. 25, 2020 | Feb. 18, 2020 | Feb. 15, 2020 | Jan. 23, 2020 | Jan. 22, 2020 | Dec. 31, 2019 | Dec. 23, 2019 | Dec. 17, 2019 | Oct. 28, 2019 | Sep. 30, 2019 | Jul. 17, 2018 | Jun. 29, 2018 | Mar. 31, 2018 | May 31, 2016 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 25, 2021 | Sep. 15, 2021 | Jul. 31, 2020 | Jun. 30, 2020 | Jun. 25, 2020 | Dec. 03, 2019 | Oct. 10, 2019 | Sep. 16, 2019 | Aug. 12, 2019 | Jul. 29, 2019 | Aug. 17, 2018 | |
Related Party (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Invested amount | $ 421,001 | |||||||||||||||||||||||||||||||||||||||||||||||||
Shares of common stock (in Shares) | 240,571 | |||||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase common stock (in Shares) | 1,519,857 | 4,000,000 | 240,571 | |||||||||||||||||||||||||||||||||||||||||||||||
Expenses | $ 87,275 | $ 72,328 | ||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | The Notes mature on the second (2nd) anniversary of their issuance dates. | |||||||||||||||||||||||||||||||||||||||||||||||||
Repaid principal | 2,292,953 | $ 403,843 | $ 456,233 | |||||||||||||||||||||||||||||||||||||||||||||||
Impairment amount | $ 11,450 | |||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 1,342,664 | $ 1,221,539 | $ 1,787,099 | 1,342,664 | $ 1,221,539 | |||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants | $ 300,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Convertible secured promissory note, description | (a) a 14% Convertible Secured Promissory Note (each a “March 2018 Note” and together the “March 2018 Notes”), convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) at a conversion price of $12.00 per share (the “Conversion Price”), and (b) a four-year warrant (each a “Warrant and together the “Warrants”) to purchase common stock equal to one hundred percent (100%) of the shares into which the Notes can be converted into (“Warrant Shares”) at an exercise price of $12.00 per share (“Exercise Price”). | The February 2019 Convertible Note Offering consisted of (a) a 10% Convertible Promissory Note (each a “February 2019 Note” and together, the “February 2019 Notes”), convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) at the lesser of (i) a fixed conversion price equal to $15.00 per share or (ii) the price provided to investors in connection with (a) any private placement offerings or one or more registered public offerings by the Company under the Securities Act, pursuant to which the Company receives monies in the amount greater than $1,500,000 in exchange for securities of the Company between February 21, 2019 and the date on which the Company’s consummates a listing onto a national securities exchange, or (b) any private placement offerings or one or more registered public offerings by the Company under the Securities Act in connection with its listing onto a national securities exchange (a “Qualified Offering”), and (b) a four-year stock purchase warrant (each a “Warrant and together the “Warrants”) to purchase a quantity of shares of the Company’s common stock up to thirty-three percent (33%) of the number of shares of common stock into which the underlying Notes may be converted, at an exercise price of $18.00 per share (“Exercise Price”). | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 84,854 | $ 84,854 | ||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of warrants (in Shares) | 331,456 | 19,950 | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase shares (in Shares) | 440 | 440 | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 1 | ||||||||||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 1.75 | $ 0.2 | $ 4.5 | $ 18 | $ 4.5 | |||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ (17,068) | |||||||||||||||||||||||||||||||||||||||||||||||||
Issued common stock shares (in Shares) | 229,491 | |||||||||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 660,000 | $ 660,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
cash | 200,000 | $ 200,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Shares of common stock | 150,000 | 150,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Derivative laibility | 42,231 | $ 42,231 | ||||||||||||||||||||||||||||||||||||||||||||||||
Revenue | $ 80,000 | 0 | $ 80,000 | 0 | ||||||||||||||||||||||||||||||||||||||||||||||
September 2020 Equity Raise [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 4.5 | $ 4.5 | ||||||||||||||||||||||||||||||||||||||||||||||||
October 2019 Cacher Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 11,450 | |||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | The October 2019 Cacher Note has a maturity date of October 28, 2020. | |||||||||||||||||||||||||||||||||||||||||||||||||
Percentage of net revenues | 100% | |||||||||||||||||||||||||||||||||||||||||||||||||
Repaid principal | $ 2,500 | |||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 50% | |||||||||||||||||||||||||||||||||||||||||||||||||
The June 2018 Frommer Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | 400 | |||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 900,000 | $ 239,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Unpaid interest | 70 | 15,401 | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase shares (in Shares) | 681 | |||||||||||||||||||||||||||||||||||||||||||||||||
The February 2019 Convertible Note Offering [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | 20,000 | $ 20,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | The February 2019 Notes mature on the first (1st) anniversary of their issuance dates. | |||||||||||||||||||||||||||||||||||||||||||||||||
Gross proceeds | $ 20,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 2,465 | $ 2,465 | ||||||||||||||||||||||||||||||||||||||||||||||||
Unpaid interest | 3,065 | |||||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase shares (in Shares) | 440 | 440 | ||||||||||||||||||||||||||||||||||||||||||||||||
The July 2020 Convertible Note Offering [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | The July 2020 Convertible Note Offering mature on the six (6th) month anniversary of their issuance dates. | |||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 12% | |||||||||||||||||||||||||||||||||||||||||||||||||
Gross proceeds | $ 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 3,922 | $ 3,922 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 21,577 | $ 21,577 | ||||||||||||||||||||||||||||||||||||||||||||||||
Unpaid interest | 630 | |||||||||||||||||||||||||||||||||||||||||||||||||
Conversion price per share (in Dollars per share) | $ 12.75 | |||||||||||||||||||||||||||||||||||||||||||||||||
Loan agreement, description | Upon default the July 2020 Convertible Note Offering is convertible into shares of the Company’s common stock, par value $.001 per share (“Conversion Shares”) equal to 61% multiplied by the lowest trade of the common stock during the twenty (15) consecutive trading day period immediately preceding the date of the respective conversion. | |||||||||||||||||||||||||||||||||||||||||||||||||
BCF and related debt discount | $ 9,812 | |||||||||||||||||||||||||||||||||||||||||||||||||
The June 2019 Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 10,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 6% | 18% | 18% | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible note | 10,000 | 10,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants | $ 4,645 | |||||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase shares (in Shares) | 500 | 692 | 692 | |||||||||||||||||||||||||||||||||||||||||||||||
Purchase price per share (in Dollars per share) | $ 12 | |||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 18 | |||||||||||||||||||||||||||||||||||||||||||||||||
Unpaid interest | 2,748 | 2,748 | ||||||||||||||||||||||||||||||||||||||||||||||||
Principal aggregate amount | $ 4,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
The July 2018 Schiller Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note | $ 4,137 | $ 4,137 | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase shares (in Shares) | 1,698 | |||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 18 | |||||||||||||||||||||||||||||||||||||||||||||||||
Principal aggregate amount | $ 25,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase (in Shares) | 1,250 | |||||||||||||||||||||||||||||||||||||||||||||||||
Purchase price (in Dollars per share) | $ 12 | |||||||||||||||||||||||||||||||||||||||||||||||||
Bear interest Rate | 6% | |||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase common stock (in Shares) | 1,726 | |||||||||||||||||||||||||||||||||||||||||||||||||
Repaid amount | 20,863 | |||||||||||||||||||||||||||||||||||||||||||||||||
Interest amount | 3,216 | |||||||||||||||||||||||||||||||||||||||||||||||||
The June 2019 Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note | 4,325,000 | 4,325,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Unpaid interest | 0 | |||||||||||||||||||||||||||||||||||||||||||||||||
Unpaid interest | 752,346 | 752,346 | ||||||||||||||||||||||||||||||||||||||||||||||||
Principal aggregate amount | $ 4,825,000 | $ 3,000,000 | $ 2,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Bear interest Rate | 12.50% | |||||||||||||||||||||||||||||||||||||||||||||||||
Repaid amount | 500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Indebted amount | $ 2,400,000 | $ 1,200,000 | $ 1,200,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 92,752 | |||||||||||||||||||||||||||||||||||||||||||||||||
Additional shares issued percentage | 10% | |||||||||||||||||||||||||||||||||||||||||||||||||
Securities issued public offering amount | $ 15 | |||||||||||||||||||||||||||||||||||||||||||||||||
The December 2019 Gravitas Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repaid amount | 300,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 300,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Interest payment | $ 20,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 50,000 | 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Officer [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Living expenses for officers | $ 138,713 | 57,455 | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes [Member] | The June 2018 Frommer Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Gross proceeds | $ 239,400 | |||||||||||||||||||||||||||||||||||||||||||||||||
The First January 2020 Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 6% | |||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note | 250,000 | 250,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 16,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Lender issued promissory note amount | $ 250,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Issued common stock shares (in Shares) | 1,333 | |||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued (in Shares) | 1,333 | |||||||||||||||||||||||||||||||||||||||||||||||||
The Second January 2020 Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 5% | |||||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase shares (in Shares) | 50 | |||||||||||||||||||||||||||||||||||||||||||||||||
Purchase price (in Dollars per share) | $ 18 | |||||||||||||||||||||||||||||||||||||||||||||||||
Repaid amount | 10,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 580 | |||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 500 | 500 | ||||||||||||||||||||||||||||||||||||||||||||||||
Lender issued promissory note amount | $ 10,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase of common stock (in Shares) | 50 | |||||||||||||||||||||||||||||||||||||||||||||||||
The Third January 2020 Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 10% | |||||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase shares (in Shares) | 75 | |||||||||||||||||||||||||||||||||||||||||||||||||
Purchase price (in Dollars per share) | $ 18 | |||||||||||||||||||||||||||||||||||||||||||||||||
Repaid amount | 15,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 892 | |||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 1,500 | 1,500 | ||||||||||||||||||||||||||||||||||||||||||||||||
Lender issued promissory note amount | $ 15,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Issued common stock shares (in Shares) | 75 | |||||||||||||||||||||||||||||||||||||||||||||||||
The Fourth January 2020 Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 7% | |||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note | 135,000 | 135,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Lender issued promissory note amount | $ 135,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Issued common stock shares (in Shares) | 750 | |||||||||||||||||||||||||||||||||||||||||||||||||
The January 2020 Rosen Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repaid amount | 150,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Interest payment | $ 2,500 | |||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 15,273 | 15,273 | ||||||||||||||||||||||||||||||||||||||||||||||||
Lender issued promissory note amount | $ 150,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
The February Banner 2020 Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Purchase price (in Dollars per share) | $ 18 | |||||||||||||||||||||||||||||||||||||||||||||||||
Repaid amount | 9,900 | |||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 495 | 495 | ||||||||||||||||||||||||||||||||||||||||||||||||
Lender issued promissory note amount | $ 9,900 | |||||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase of common stock (in Shares) | 49 | |||||||||||||||||||||||||||||||||||||||||||||||||
Pursuant bears interest rate | $ 495 | |||||||||||||||||||||||||||||||||||||||||||||||||
The February 2020 Frommer Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Purchase price (in Dollars per share) | $ 18 | |||||||||||||||||||||||||||||||||||||||||||||||||
Repaid amount | 2,989 | |||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 160 | 160 | ||||||||||||||||||||||||||||||||||||||||||||||||
Lender issued promissory note amount | $ 2,989 | |||||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase of common stock (in Shares) | 15 | |||||||||||||||||||||||||||||||||||||||||||||||||
The February 2020 Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 5% | |||||||||||||||||||||||||||||||||||||||||||||||||
Purchase price (in Dollars per share) | $ 18 | |||||||||||||||||||||||||||||||||||||||||||||||||
Repaid amount | 15,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 801 | |||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | 750 | 750 | ||||||||||||||||||||||||||||||||||||||||||||||||
Lender issued promissory note amount | $ 15,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase of common stock (in Shares) | 75 | |||||||||||||||||||||||||||||||||||||||||||||||||
The July 2020 Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 5% | |||||||||||||||||||||||||||||||||||||||||||||||||
Purchase price (in Dollars per share) | $ 18 | |||||||||||||||||||||||||||||||||||||||||||||||||
Repaid amount | 5,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 316 | |||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 250 | 250 | ||||||||||||||||||||||||||||||||||||||||||||||||
Lender issued promissory note amount | $ 5,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase of common stock (in Shares) | 25 | |||||||||||||||||||||||||||||||||||||||||||||||||
The September 2020 Goldberg Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Maturity date | The maturity date of the September 2020 Goldberg Note is September 15, 2022 (the “September 2020 Goldberg Maturity Date”), at which time all outstanding principal, accrued and unpaid interest and other amounts due under note are due. | |||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 7% | |||||||||||||||||||||||||||||||||||||||||||||||||
Unpaid interest | 3,576 | |||||||||||||||||||||||||||||||||||||||||||||||||
Loan agreement, description | the Company’s common stock issued to the lender in accordance with the Lender’s Exchange Agreement (see note 10) have a value equal to or less than $6,463,363 determined by using the lowest VWAP of the last 30 days prior to September 14, 2021. The principal amount of the September 2020 Goldberg Note shall increase by 200% of the difference between the initial consideration and the September 14, 2021, value. | |||||||||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 16,705 | |||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 939,022 | |||||||||||||||||||||||||||||||||||||||||||||||||
The September 2020 Rosen Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | 188,574 | |||||||||||||||||||||||||||||||||||||||||||||||||
Interest rate | 7% | |||||||||||||||||||||||||||||||||||||||||||||||||
Loan agreement, description | the Company’s common stock issued to the lender in accordance with the Lender’s Exchange Agreement (see note 10) have a value equal to or less than $1,274,553 determined by using the lowest VWAP of the last 30 days prior to September 14, 2021. The principal amount of the September 2020 Rosen Note shall increase by 200% of the difference the initial consideration and the September 14, 2021 value. | |||||||||||||||||||||||||||||||||||||||||||||||||
Interest amount | 1,677 | |||||||||||||||||||||||||||||||||||||||||||||||||
Promissory note | $ 3,295 | |||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 185,279 | |||||||||||||||||||||||||||||||||||||||||||||||||
Derivative laibility | $ 200 | $ 200 | ||||||||||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 1,610 | 1,610 | ||||||||||||||||||||||||||||||||||||||||||||||||
Demand loan [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repaid principal | 75,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Related party made non-interest bearing loans | $ 40,000 | $ 50,000 | $ 100,000 | $ 50,000 | $ 100,000 | $ 100,000 | $ 150,000 | |||||||||||||||||||||||||||||||||||||||||||
Demand loan [Member] | December 17, 2019 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repaid principal | 150,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Demand loan [Member] | March 27, 2020 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Repaid principal | 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Demand loan [Member] | March 27, 2020 [Member] | September 2020 Equity Raise [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Unpaid interest | 6,707 | |||||||||||||||||||||||||||||||||||||||||||||||||
Demand loan [Member] | April 9, 2020 [Member] | September 2020 Equity Raise [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Demand loan [Member] | April 21, 2020 [Member] | September 2020 Equity Raise [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Unpaid interest | 6,707 | |||||||||||||||||||||||||||||||||||||||||||||||||
Demand loan [Member] | July 6, 2020 [Member] | September 2020 Equity Raise [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | 100,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Unpaid interest | $ 6,707 | |||||||||||||||||||||||||||||||||||||||||||||||||
Demand loan [Member] | August 10, 2020 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | 40,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Demand loan [Member] | September 9, 2020 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 50,000 |
Derivative Liabilities (Details
Derivative Liabilities (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Derivative Liabilities [Abstract] | ||
Expected dividend yield, percentage | 0% | 0% |
Derivative Liabilities (Detai_2
Derivative Liabilities (Details) - Schedule of changes in the derivative liabilities - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Level 1 [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Derivative liabilities as January 1, 2022 | |||
Addition | |||
Changes in fair value | |||
Extinguishment | |||
Derivative liabilities as September 30, 2022 | |||
Level 2 [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Derivative liabilities as January 1, 2022 | |||
Addition | |||
Changes in fair value | |||
Extinguishment | |||
Derivative liabilities as September 30, 2022 | |||
Level 3 [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Derivative liabilities as January 1, 2022 | |||
Addition | 100,532 | 417,241 | 3,061,688 |
Changes in fair value | (3,729) | 1,096,287 | $ (3,019,457) |
Extinguishment | (96,803) | (431,458) | |
Derivative liabilities as September 30, 2022 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Apr. 05, 2022 USD ($) shares | Mar. 07, 2022 USD ($) $ / shares shares | Mar. 01, 2022 | Jan. 06, 2022 USD ($) shares | Dec. 14, 2021 USD ($) shares | Dec. 03, 2021 USD ($) shares | Nov. 15, 2021 USD ($) shares | Nov. 05, 2021 USD ($) shares | Oct. 25, 2021 USD ($) $ / shares shares | Aug. 15, 2021 USD ($) shares | Jul. 15, 2021 USD ($) shares | Feb. 04, 2021 | Feb. 03, 2021 USD ($) shares | Feb. 01, 2021 USD ($) shares | Jan. 14, 2021 USD ($) shares | Dec. 14, 2020 USD ($) shares | Oct. 08, 2020 USD ($) shares | Sep. 11, 2020 USD ($) shares | Aug. 15, 2020 USD ($) shares | Jul. 03, 2020 USD ($) shares | May 13, 2020 USD ($) shares | May 07, 2020 USD ($) | Mar. 13, 2020 | Mar. 05, 2020 USD ($) shares | Jan. 06, 2020 USD ($) shares | Sep. 15, 2022 USD ($) $ / shares shares | Jun. 24, 2022 USD ($) shares | Feb. 24, 2022 USD ($) shares | Nov. 29, 2021 USD ($) shares | Sep. 15, 2021 USD ($) shares | Aug. 26, 2021 USD ($) shares | Jul. 20, 2021 USD ($) shares | Jun. 17, 2021 USD ($) $ / shares shares | Mar. 17, 2021 USD ($) shares | Feb. 26, 2021 USD ($) shares | Feb. 18, 2021 USD ($) shares | Dec. 29, 2020 $ / shares | Dec. 21, 2020 USD ($) shares | Sep. 30, 2020 USD ($) shares | Sep. 15, 2020 USD ($) $ / shares shares | Aug. 31, 2020 USD ($) shares | Aug. 21, 2020 USD ($) shares | Aug. 17, 2020 | Jul. 17, 2020 shares | Jun. 29, 2020 | Jun. 18, 2020 USD ($) shares | Mar. 19, 2020 USD ($) shares | Jan. 30, 2020 USD ($) shares | Dec. 31, 2018 USD ($) shares | Sep. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2021 AUD ($) shares | Dec. 31, 2020 USD ($) shares | Dec. 31, 2018 USD ($) shares | Jul. 17, 2021 $ / shares shares | Jul. 09, 2021 shares | May 24, 2021 USD ($) shares | May 14, 2021 $ / shares | Apr. 21, 2021 USD ($) shares | Apr. 10, 2021 USD ($) shares | Mar. 31, 2021 USD ($) shares | Mar. 28, 2021 USD ($) shares | Feb. 08, 2021 USD ($) shares | Jan. 20, 2021 USD ($) shares | Jul. 31, 2020 $ / shares | Jul. 13, 2020 $ / shares shares | Feb. 25, 2020 $ / shares | Feb. 11, 2020 $ / shares | Feb. 04, 2020 $ / shares | Nov. 30, 2019 $ / shares | Jul. 17, 2018 $ / shares | |
Stockholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares of capital stock (in Shares) | 120,000,000 | 120,000,000 | 35,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Designated of common stock shares (in Shares) | 100,000,000 | 100,000,000 | 15,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 1 | $ 1 | $ 1 | $ 0.001 | $ 1 | $ 1 | $ 1 | $ 1 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Designated of preferred stock (in Shares) | 20,000,000 | 20,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock per share (in Dollars per share) | $ / shares | $ 3.4 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted common stock (in Shares) | 185,000 | 50,000 | 16,275 | 13,113 | 31,782 | 40,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gain/Loss on settlement of vendor liabilities | $ | $ 33,217 | $ 130,625 | $ 130,625 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted common stock issued, shares (in Shares) | 211 | 194 | 13,392 | 25,000 | 101,097 | 793 | 10,417 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of services | $ | $ 192,400 | $ 452 | $ 429 | $ 41,917 | $ 85,750 | $ 37,200 | $ 246,676 | $ 2,500 | $ 50,002 | $ 29,387 | $ 7,488 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued but unpaid. | $ | $ 967,518 | 69,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gross proceeds | $ | $ 2,659,750 | $ 3,407,250 | $ 796,000 | $ 354,994 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate common stock shares (in Shares) | 1,519,857 | 850,000 | 4,000,000 | 750,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
warrants to purchase common stock (in Shares) | 1,519,857 | 4,000,000 | 240,571 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 1.75 | $ 4.5 | $ 0.2 | $ 4.5 | $ 18 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted common stock issued | $ | $ 75,000 | $ 75,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value for service exchange | $ | $ 24,001 | $ 8,364 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share based payments | $ | 2,405 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Repurchased share (in Shares) | 83,800 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Grant options (in Shares) | 11,667 | 11,667 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value | $ | $ 57,123 | $ 57,123 | $ 34,500 | $ 3,587 | $ 69,332 | $ 43,667 | $ 125,000 | $ 7,502 | $ 192,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | $ | $ 4,100,729 | $ 480,863 | $ 4,100,729 | $ 480,863 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Unvested employee options, description | As of September 30, 2022, there was $1,283,111 of total unrecognized compensation expense related to unvested employee options granted under the Company’s share-based compensation plans that is expected to be recognized over a weighted average period of approximately 1.21 years. | As of December 31, 2021, there was $3,197,018 of total unrecognized compensation expense related to unvested employee options granted under the Company’s share-based compensation plans that is expected to be recognized over a weighted average period of approximately 1.23 year. | As of December 31, 2021, there was $3,197,018 of total unrecognized compensation expense related to unvested employee options granted under the Company’s share-based compensation plans that is expected to be recognized over a weighted average period of approximately 1.23 year. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant holder shares (in Shares) | 1,275,261 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise warrant shares (in Shares) | 1,438,788 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercises | $ | $ 5,472,068 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible share (in Shares) | 1,090,908 | 1,090,908 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value amount | $ | $ 3,067,617 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Additional warrant (in Shares) | 127,801 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividend cash | $ | $ 410,750 | $ 410,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Underwriting agreement. (in Shares) | 46,667 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Additional warrants (in Shares) | 1,740,948 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deemed dividend | $ | $ 303,557 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase (in Shares) | 258,750 | 6,150,000 | 6,150,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants | $ | $ 2,929,303 | $ 2,929,303 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Designated of preferred stock (in Shares) | 20,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance shares of common stock (in Shares) | 100,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of preferred stock (in Shares) | 20,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reverse stock split, description | following board of director’s approval, the Company filed a Certificate of Change to its Articles of Incorporation (the “Amendment”), with the Secretary of State of the State of Nevada to effectuate a one-for-twenty (1:3) reverse stock split (the “Reverse Stock Split”) of its common stock, par value $0.001 per share, without any change to its par value. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants, description | The Replacement Warrants reflect a reduction in the number of Series C and Series D Warrants from 1,550,000 in each class to 1,536,607 in each class and a reduction in the number of Series E and Series F Warrants from 1,075,000 in each class to 807,143 in each class, and the initial exercise date for the Replacement Warrants are unchanged from the date as set forth in the respective exchanged Series C, Series D, Series E or Series F Warrant. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Converted shares (in Shares) | 7,278 | 7,278 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share based payments | $ | 626,568 | 2,151,900 | $ 3,848,578 | 5,662,389 | $ 9,661,174 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares authorized to issue (in Shares) | 2,744,288 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal | $ | $ 7,325,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt obligations (in Shares) | 500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued (in Shares) | 331,456 | 19,950 | 19,950 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Lenders notes totaling | $ | $ 20,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss on debt extinguishment | $ | $ 4,915,327 | $ (979,738) | $ 137,109 | (832,482) | $ 423,118 | $ 1,025,555 | $ (5,586,482) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Underwritten public offering (in Shares) | 1,725,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Option to purchase shares (in Shares) | 258,750 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Underwriting discounts and commissions. | $ | $ 2,588 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Additional common stock (in Shares) | 112,500 | 10,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock based compensation expense | $ | $ 99,908 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total common stock shares (in Shares) | 1,048 | 2,092 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss on settlement of vendor liabilities | $ | $ 12,719 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net proceeds | $ 2,213,500 | $ 224,540 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued (in Shares) | 46,667 | 1,137,575 | 1,137,575 | 3,922 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant exercise price (in Dollars per share) | $ / shares | $ 5.4 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Additional shares of common stock (in Shares) | 954,568 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Outstanding vendor liabilities (in Shares) | 576,783 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted stock unit grants | $ | $ 2,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair market value percentage | 100% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Options previously issued (in Shares) | 152,992 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issued common stock (in Shares) | 229,491 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exchange of options to stock | $ | $ 1,117,031 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Weighted average remaining life | 1 year 2 months 23 days | 1 year 2 months 23 days | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Additional warrant issued (in Shares) | 258,750 | 127,801 | 127,801 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of Warrants | $ | $ 3,258,955 | $ 37,927 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deemed dividend | $ | $ 63,064 | 410,750 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Received exercise of warrants | $ | $ 9,487,223 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued (in Shares) | 80,000 | 80,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation for stock warrants | $ | $ 129,375 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation for stock warrants | $ | 480,863 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based awards, restricted stock award, description | On February 4, 2021, the Board resolved that, the Company shall pay each member of the Board, for each calendar quarter during which such member continues to serve on the Board, compensation as a group amounts to $62,500 per quarter. The shares vest one year after issuance. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation for RSA’s amount | $ | $ 391,035 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted common stock (in Shares) | 82,342 | 82,342 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gain/Loss on settlement of vendor liabilities | $ | $ 1,098 | $ 4,233 | $ 122,953 | $ 17,024 | $ 17,024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted common stock issued, shares (in Shares) | 8,850 | 820 | 715 | 1,929 | 50,000 | 30,000 | 10,417 | 6,167 | 15,000 | 2,153 | 1,412 | 50,000 | 793 | 348 | 2,154 | 9,624 | 291 | 10,000 | 8,371 | 7,979 | 1,866 | 20,000 | 6,667 | 50,000 | 20,000 | 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of services | $ | $ 19,736 | $ 2,500 | $ 2,500 | $ 8,198 | $ 196,000 | $ 133,200 | $ 38,647 | $ 50,693 | $ 204,300 | $ 2,500 | $ 999 | $ 8,570 | $ 49,371 | $ 1,499 | $ 48,000 | $ 31,323 | $ 21,304 | $ 15,842 | $ 180,000 | $ 525,000 | $ 585,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value exchange services | $ | $ 69,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock value | $ | 13,700 | 13,700 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share based payments | $ | $ 585,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted common stock issued to settle liabilities, value | $ | $ 25,000 | $ 12,500 | $ 72,048 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of warrant, description | The company agreed to exchange 5,833 warrants for 5,000 shares of the company common stock. In connection with this agreement the company recorded a loss on conversion of warrants to stock of $5,772. | The company agreed to exchange 5,833 warrants for 2,239 shares of the company common stock and $10,000. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Outstanding vendor liabilities (in Shares) | 44,895 | 294,895 | 294,895 | 23,565 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Treasury Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cancelled shares (in Shares) | 50,650 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued (in Shares) | 2,250,691 | 2,250,691 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deemed dividend | $ | $ 18,421 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant to purchase of common stock (in Shares) | 2,414,218 | 2,414,218 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Option [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock option | $ | 523,749 | $ 3,355,445 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share based payments | $ | $ 7,616,195 | $ 4,092,013 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of services | $ | 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value for service exchange | $ | 22,892 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share holders in the case of ISOs | 10% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of services | $ | 107,206 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value for service exchange | $ | $ 34,900 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share holders in the case of ISOs | 110% | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
September 2020 Equity Raise [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 4.5 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal | $ | $ 3,183,667 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt obligations (in Shares) | 768,204 | 768,204 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock exercise price. (in Dollars per share) | $ / shares | $ 4.5 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrant expiring | 5 years | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Underwriting discounts and commissions. | $ | $ 7,762,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase. | $ | 570,416 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Resulting in contingent BCF value | $ | $ 3,051,810 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Securities purchase agreements [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Securities purchase agreement, description | On March 1, 2022, the Company entered into securities purchase agreements with twenty-eight accredited investors whereby, at the closing, such investors purchased from the Company an aggregate of 1,401,457 shares of the Company’s common stock and (ii) 1,401,457 warrants to purchase shares of common stock, for an aggregate purchase price of $2,452,550. Such warrants are exercisable for a term of five-years from the date of issuance, at an exercise price of $1.75 per share. The Company has recorded $40,000 to stock issuance costs, which are part of Additional Paid-in Capital. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
IPO [Member] | September 2020 Equity Raise [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Price per unit (in Dollars per share) | $ / shares | $ 4.5 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Series E Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, share authorized (in Shares) | 8,000 | 8,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, share issued (in Shares) | 500 | 500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, share outstanding (in Shares) | 500 | 500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Series E Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 1,000 | $ 1,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, share authorized (in Shares) | 8,000 | 8,000 | 8,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, share issued (in Shares) | 500 | 500 | 500 | 7,738 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, share outstanding (in Shares) | 500 | 500 | 500 | 7,738 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock per share (in Dollars per share) | $ / shares | $ 4.12 | $ 4.12 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible share (in Shares) | 486,516 | 486,516 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Series E Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 4.5 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, description | the Company entered into securities purchase agreements with thirty-three accredited investors whereby the Investors have agreed to purchase from the Company an aggregate of 7,778 shares of the Company’s Series E Convertible Preferred Stock, par value $0.001 per share and 2,831,715 warrants to purchase shares of the Company’s common stock, par value $0.001 per share. The Series E Preferred Stock is convertible into a total of 1,887,810 shares of Common Stock. The combined purchase price of one Conversion Share and one and a half warrant was $4.12. The aggregate purchase price for the Series E Preferred Stock and warrants was $7,777,777. The Company has recorded $817,353 to stock issuance costs, which are part of Additional Paid-in Capital. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants, description | The placement agent for the transaction and received cash compensation equal to 10% of the aggregate purchase price and warrants to purchase 471,953 shares of the Company’s common stock, at an exercise price of $5.15 per share (the “PA Warrants”). The PA Warrants are exercisable for a term of five-years from the date of issuance. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subscription receivable | $ | $ 40,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance cost | $ | $ 4,225 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Converted shares (in Shares) | 1,766,449 | 1,766,449 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued (in Shares) | 486,516 | 486,516 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Settlement of Vendor Liabilities [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted common stock issued, shares (in Shares) | 250,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Black-Scholes Option-Pricing Model [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants | $ | $ 5,185,826 | $ 5,185,826 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The Second February 2020 [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note outstanding | $ | $ 125,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares authorized to issue (in Shares) | 34,722 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
February 2019 [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note outstanding | $ | $ 70,542 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares authorized to issue (in Shares) | 64,124 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest on Convertible Debt, Net of Tax | $ | $ 112,888 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued (in Shares) | 214,080 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of Warrants | $ | $ 1,520,449 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Notes Payable – Related Party [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued (in Shares) | 289 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of Warrants | $ | $ 3,342 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - Schedule of assumption granted warrants - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Stock Options [Member] | ||
Stockholders’ Equity (Details) - Schedule of assumption granted warrants [Line Items] | ||
Expected dividends | 0% | 0% |
Expected life of warrant | 5 years | |
Stock Options [Member] | Minimum [Member] | ||
Stockholders’ Equity (Details) - Schedule of assumption granted warrants [Line Items] | ||
Exercise price (in Dollars per share) | $ 1.1 | $ 2.55 |
Expected volatility | 165.38% | 194.39% |
Risk free interest rate | 2.69% | 0.46% |
Expected life of warrant | 5 years | |
Stock Options [Member] | Maximum [Member] | ||
Stockholders’ Equity (Details) - Schedule of assumption granted warrants [Line Items] | ||
Exercise price (in Dollars per share) | $ 1.9 | $ 14.1 |
Expected volatility | 166.48% | 242.98% |
Risk free interest rate | 2.95% | 0.98% |
Expected life of warrant | 7 years | |
Warrants granted [Member] | ||
Stockholders’ Equity (Details) - Schedule of assumption granted warrants [Line Items] | ||
Expected dividends | 0% | 0% |
Expected life of warrant | 5 years | |
Warrants granted [Member] | Minimum [Member] | ||
Stockholders’ Equity (Details) - Schedule of assumption granted warrants [Line Items] | ||
Exercise price (in Dollars per share) | $ 0.2 | $ 4.5 |
Expected volatility | 164.34% | 237.14% |
Risk free interest rate | 2.81% | 0.82% |
Expected life of warrant | 5 years | |
Warrants granted [Member] | Maximum [Member] | ||
Stockholders’ Equity (Details) - Schedule of assumption granted warrants [Line Items] | ||
Exercise price (in Dollars per share) | $ 6 | $ 4.95 |
Expected volatility | 169.75% | 237.68% |
Risk free interest rate | 4% | 0.86% |
Expected life of warrant | 5 years 6 months |
Stockholders_ Equity (Details_2
Stockholders’ Equity (Details) - Schedule of the stock option activity - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of The Stock Option Activity Abstract | ||||
Options beginning balance | 2,902,619 | 541,021 | 541,021 | |
Weighted Average Exercise Price, beginning balance | $ 7.07 | $ 12.75 | $ 12.75 | |
Weighted Average Remaining Contractual Life (in years), beginning balance | 4 years 8 months 15 days | 3 years 3 months 7 days | ||
Options, Granted | 1,940,000 | 1,850,588 | ||
Weighted Average Exercise Price, Granted | $ 1.38 | $ 6.32 | $ 5.97 | |
Weighted Average Remaining Contractual Life (in years), Granted | 6 years 2 months 12 days | 5 years 10 months 28 days | ||
Options, Exercised | ||||
Weighted Average Exercise Price, Exercised | ||||
Weighted Average Remaining Contractual Life (in years), Exercised | ||||
Options, Forfeited/Cancelled | (434,352) | (64,164) | (64,164) | |
Weighted Average Exercise Price, Forfeited/Cancelled | $ 13.56 | $ 13.06 | $ 13.06 | |
Weighted Average Remaining Contractual Life (in years), Forfeited/Cancelled | ||||
Options outstanding, ending balance | 4,408,267 | 2,327,445 | 2,902,619 | 541,021 |
Weighted Average Exercise Price outstanding, ending balance | $ 3.93 | $ 7.63 | $ 7.07 | $ 12.75 |
Weighted Average Remaining Contractual Life (in years) outstanding, ending balance | 4 years 5 months 4 days | 4 years 3 months 14 days | 4 years 8 months 15 days | 3 years 3 months 7 days |
Options, exercisable | 3,010,101 | 608,524 | 1,165,191 | 149,168 |
Weighted Average Exercise Price, exercisable | $ 4.12 | $ 12.75 | $ 9.01 | $ 23.77 |
Weighted Average Remaining Contractual Life (in years), exercisable | 4 years 3 months 25 days | 3 years 9 months | 4 years 1 month 13 days | 1 year 9 months |
Stockholders_ Equity (Details_3
Stockholders’ Equity (Details) - Schedule of option outstanding and option exercisable - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Schedule Of Option Outstanding And Option Exercisable Abstract | ||
Option Outstanding, Exercise price | $ 3.93 | $ 7.07 |
Option Outstanding, Number Outstanding | 4,408,267 | 2,902,619 |
Option Outstanding, Weighted Average Remaining Contractual Life (in years) | 4 years 5 months 4 days | 4 years 8 months 15 days |
Option Exercisable, Weighted Average Exercise Price | $ 4.12 | $ 9.01 |
Option Exercisable, Number Exercisable | 3,010,101 | 1,165,191 |
Option Exercisable, Weighted Average Remaining Contractual Life (in years) | 4 years 3 months 25 days | 4 years 1 month 13 days |
Stockholders_ Equity (Details_4
Stockholders’ Equity (Details) - Schedule of warrant activity - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Warrant [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Warrant, outstanding beginning balance | 5,658,830 | 6,130,948 | 6,130,948 | 247,403 |
Warrant, Granted | 14,812,262 | 1,881,267 | 1,961,267 | 5,921,071 |
Warrant, Exercised | (1,438,788) | (2,414,218) | ||
Warrant, Forfeited/Cancelled | (41,462) | (14,722) | (19,167) | (37,526) |
Warrant, outstanding ending balance | 20,429,630 | 6,558,705 | 5,658,830 | 6,130,948 |
Warrant, exercisable | 16,429,630 | 6,558,705 | 5,616,330 | 3,228,235 |
Weighted Average Exercise Price [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Weighted Average Exercise Price, beginning balance | $ 4.98 | $ 4.96 | $ 4.96 | |
Weighted Average Exercise Price, Granted | 2.29 | 5.63 | 5.6 | $ 4.7 |
Weighted Average Exercise, Exercised | 4.59 | 4.55 | ||
Weighted Average Exercise Price, Forfeited/Cancelled | 12 | 24 | 24 | 13.31 |
Weighted Average Exercise Price, outstanding ending balance | 1.88 | 4.92 | ||
Weighted Average Exercise Price, exercisable | $ 2.62 | $ 4.92 | $ 4.97 | $ 5.37 |
Stockholders_ Equity (Details_5
Stockholders’ Equity (Details) - Schedule of warrants outstanding and warrants exercisable - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Warrants Outstanding [Member] | ||
Stockholders’ Equity (Details) - Schedule of warrants outstanding and warrants exercisable [Line Items] | ||
Warrants Outstanding, Exercise price | $ 1.88 | $ 4.98 |
Warrants Outstanding, Number Outstanding (in Shares) | 20,429,630 | 5,658,830 |
Warrants Outstanding, Weighted Average Remaining Contractual Life (in years) | 4 years 25 days | 3 years 9 months 18 days |
Warrants Outstanding, Weighted Average Exercise Price | $ 4.97 | |
Warrants Exercisable, Number Exercisable (in Shares) | 5,616,330 | |
Warrants Exercisable, Weighted Average Exercise Price | $ 3.79 | |
Warrants Exercisable [Member] | ||
Stockholders’ Equity (Details) - Schedule of warrants outstanding and warrants exercisable [Line Items] | ||
Warrants Outstanding, Weighted Average Exercise Price | $ 2.62 | |
Warrants Exercisable, Number Exercisable (in Shares) | 16,429,630 | |
Warrants Exercisable, Weighted Average Exercise Price | $ 3.81 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||
Apr. 05, 2022 | Jan. 04, 2021 | May 05, 2018 USD ($) m² | Dec. 31, 2022 | Aug. 16, 2022 | Jul. 28, 2022 USD ($) | Apr. 26, 2022 USD ($) | Feb. 28, 2022 USD ($) | Jul. 28, 2021 USD ($) m² | Jun. 30, 2020 USD ($) | Jun. 25, 2020 USD ($) | Apr. 01, 2019 USD ($) m² | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Mar. 31, 2022 USD ($) | Feb. 16, 2022 USD ($) | |
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||
Settlement amount | $ 799,000 | $ 799,000 | ||||||||||||||||||
Principal amount | 660,000 | 660,000 | ||||||||||||||||||
Accrued interest | $ 139,000 | |||||||||||||||||||
Purchase agreements | $ 920,000 | |||||||||||||||||||
Excise tax on net repurchases | 1% | |||||||||||||||||||
Lease agreements, description | On July 28, 2022, the Company signed a 3-year lease for approximately 1,364 square feet of office space at 1674 Meridian Ave. | On April 26, 2022, the Company signed a 7-year lease for approximately 8,000 square feet of office space at 419 Lafayette Street, 6th Floor, New York, NY, 10003. | ||||||||||||||||||
Total lease amount | $ 181,299 | $ 3,502,033 | ||||||||||||||||||
Impaired asset | $ 101,623 | |||||||||||||||||||
Rent expense | $ 154,015 | $ 67,397 | $ 395,709 | $ 121,266 | ||||||||||||||||
Stockholders’ equity requirement, description | On September 2, 2022, the Company received a letter from the staff of The Nasdaq Capital Market notifying the Company that the Nasdaq Hearings Panel has determined to delist the Company’s common stock from the Exchange, based on the Company’s failure to comply with the listing requirements of Nasdaq Rule 5550(b)(1) as a result of the Company’s shareholder equity deficit for the period ended June 30, 2022, as demonstrated in Company’s Quarterly Report on Form 10-Q filed on August 15, 2022, following the Company having not complied with the market value of listed securities requirement in Nasdaq Rule 5550(b)(2) on March 1, 2022, while the Company was under a Panel Monitor, as had been previously disclosed. | |||||||||||||||||||
Employment agreements description | On April 5, 2022, upon the recommendation of the Compensation Committee of the Board, the Board approved employment agreements with, and equity issuances for, (i) Jeremy Frommer, Executive Chairman, who will receive (a) an signing award of $80,000, (b) an annual salary of $420,000; (c) 121,000 options, to vest immediately with a strike price of $1.75, and (d) 50,000 shares of the Company’s restricted common stock; (ii) Laurie Weisberg, Chief Executive Officer, who will receive (a) an annual salary of $475,000; (b) 121,000 options, to vest immediately with a strike price of $1.75, and (c) 50,000 shares of the Company’s restricted common stock; (iii) Justin Maury, Chief Operating Officer & President, who will receive (a) an annual salary of $475,000 (b) 81,000 options, to vest immediately with a strike price of $1.75, and (c) 50,000 shares of the Company’s restricted common stock; and (iv) Chelsea Pullano, Chief Financial Officer, who will receive (a) an annual salary of $250,000; (b) 37,000 options, to vest immediately with a strike price of $1.75, and (c) 35,000 shares of the Company’s restricted common stock (collectively, the “Executive Employment Arrangements”). | |||||||||||||||||||
Aggregate amount | 475,000 | 475,000 | ||||||||||||||||||
Commitments and contingencies, description | The CARES Act lifts certain deduction limitations originally imposed by the Tax Cuts and Jobs Act of 2017 (“2017 Tax Act”). Corporate taxpayers may carry back net operating losses (NOLs) originating between 2018 and 2020 for up to five years, which was not previously allowed under the 2017 Tax Act. The CARES Act also eliminates the 80% of taxable income limitations by allowing corporate entities to fully utilize NOL carryforwards to offset taxable income in 2018, 2019 or 2020. Taxpayers may generally deduct interest up to the sum of 50% of adjusted taxable income plus business interest income (30% limit under the 2017 Tax Act) for 2019 and 2020. The CARES Act allows taxpayers with alternative minimum tax credits to claim a refund in 2020 for the entire amount of the credits instead of recovering the credits through refunds over a period of years, as originally enacted by the 2017 Tax Act. | |||||||||||||||||||
Taxable income percentage | 25% | |||||||||||||||||||
Property generally eligible term | 15 years | |||||||||||||||||||
Bonus depreciation rate | 100% | |||||||||||||||||||
Accrued interest | $ 139,000 | 673,694 | $ 59,859 | 707,950 | $ 319,290 | $ 372,106 | $ 1,376,902 | |||||||||||||
Lease term | 5 years | 3 years | 4 years | |||||||||||||||||
Office space (in Square Meters) | m² | 2,300 | 1,364 | 796 | |||||||||||||||||
Operating lease due amount | $ 411,150 | $ 181,300 | $ 108,229 | |||||||||||||||||
Single lease cost | $ 154,015 | $ 395,709 | 216,845 | |||||||||||||||||
Total payments | 18,451 | |||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||
Payable | $ 115,000 | |||||||||||||||||||
Security deposit | $ 16,836 | |||||||||||||||||||
Single lease cost | $ 18,451 | |||||||||||||||||||
Agreements [Member] | ||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||
Rental expense | 216,845 | $ 107,737 | ||||||||||||||||||
Forecast [Member] | ||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||
Tax percentage | 15% | |||||||||||||||||||
The May 2020 PPP Loan Agreement [Member] | ||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||
Repaid principal | 136,597 | |||||||||||||||||||
Forgiven principal | 275,903 | |||||||||||||||||||
Accrued interest | 3,119 | |||||||||||||||||||
The April 2020 PPP Loan Agreement [Member] | ||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||
Principle outstanding | $ 198,655 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of components of lease expense - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Schedule Of Components Of Lease Expense Abstract | |||
Operating lease cost | $ 148,446 | $ 241,601 | $ 202,804 |
Short term lease cost | 5,568 | 154,108 | 14,041 |
Total net lease cost | $ 154,015 | $ 395,709 | $ 216,845 |
Commitments and Contingencies_4
Commitments and Contingencies (Details) - Schedule of supplemental cash flow and other information related to leases - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating lease payments | $ 54,564 | $ 100,100 |
Weighted average remaining lease term (in years): | 3 years 4 months 24 days | 2 months 1 day |
Weighted average discount rate: | 12.50% | 0% |
Commitments and Contingencies_5
Commitments and Contingencies (Details) - Schedule of future minimum payments required under the lease | Sep. 30, 2022 USD ($) |
Schedule Of Future Minimum Payments Required Under The Lease Abstract | |
2023 | $ 534,880 |
2024 | 541,905 |
2025 | 513,507 |
2026 | 528,589 |
2027 | 544,122 |
Thereafter | 892,399 |
Total lease payments | 3,555,402 |
Less: Amounts representing interest | (1,140,416) |
Total lease obligations | 2,414,986 |
Less: Current | (279,593) |
Total | $ 2,135,393 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||
Sep. 13, 2022 | Aug. 01, 2022 | Mar. 07, 2022 | Dec. 14, 2021 | Dec. 03, 2021 | Nov. 15, 2021 | Nov. 05, 2021 | Oct. 03, 2021 | Jul. 20, 2021 | Jun. 04, 2021 | Jun. 01, 2021 | Nov. 29, 2021 | Sep. 15, 2021 | Feb. 18, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Acquisitions (Details) [Line Items] | ||||||||||||||||||||
Purchase price per share (in Dollars per share) | $ 1 | |||||||||||||||||||
Cash | $ 410,750 | $ 410,000 | ||||||||||||||||||
Membership interests purchased | $ 122,655 | $ 893,521 | $ 122,655 | $ 893,522 | 3,185,662 | |||||||||||||||
Consideration in form of shares, value | ||||||||||||||||||||
Impairment in investment | $ 424,632 | |||||||||||||||||||
Common stock shares (in Shares) | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||||||||||
Restricted shares (in Shares) | 211 | 194 | 13,392 | 25,000 | 101,097 | 793 | 10,417 | |||||||||||||
Stock Purchase Agreement [Member] | ||||||||||||||||||||
Acquisitions (Details) [Line Items] | ||||||||||||||||||||
Consideration in cash | $ 144,750 | |||||||||||||||||||
Plant Camp LLC [Member] | ||||||||||||||||||||
Acquisitions (Details) [Line Items] | ||||||||||||||||||||
Membership interests purchased | $ 300,000 | |||||||||||||||||||
Plant Camp LLC [Member] | Membership Interest Purchase Agreement [Member] | ||||||||||||||||||||
Acquisitions (Details) [Line Items] | ||||||||||||||||||||
Purchase of acquired common shares (in Shares) | 841,005 | 490,863 | ||||||||||||||||||
Issued and outstanding equity, percentage | 89% | |||||||||||||||||||
Membership interests purchased | $ 175,000 | |||||||||||||||||||
Plant Camp LLC [Member] | Plant Camp LLC [Member] | ||||||||||||||||||||
Acquisitions (Details) [Line Items] | ||||||||||||||||||||
Issued and outstanding equity, percentage | 33% | |||||||||||||||||||
WHE Agency, Inc. [Member] | Stock Purchase Agreement [Member] | ||||||||||||||||||||
Acquisitions (Details) [Line Items] | ||||||||||||||||||||
Purchase ownership | 44% | |||||||||||||||||||
Percentage of voting power | 55% | |||||||||||||||||||
Aggregate closing consideration | $ 1,038,271 | |||||||||||||||||||
Consideration in form of shares, value | $ 893,521 | |||||||||||||||||||
Consideration in form of shares, shares (in Shares) | 224,503 | |||||||||||||||||||
Common stock at a price (in Dollars per share) | $ 3.98 | |||||||||||||||||||
Purchase price | $ 1,038,271 | |||||||||||||||||||
Purchase price percentage | 44% | |||||||||||||||||||
Fair value of the non-controlling interest | $ 1,190,000 | |||||||||||||||||||
Dune, Inc [Member] | ||||||||||||||||||||
Acquisitions (Details) [Line Items] | ||||||||||||||||||||
Invested amount | $ 732,297 | |||||||||||||||||||
Common stock shares (in Shares) | 3,905,634 | |||||||||||||||||||
Restricted shares (in Shares) | 163,344 | |||||||||||||||||||
Common stock shares issuable | $ 50,000 | |||||||||||||||||||
Orbit Media LLC [Member] | ||||||||||||||||||||
Acquisitions (Details) [Line Items] | ||||||||||||||||||||
Membership interest percentage | 51% | |||||||||||||||||||
Cash | $ 44,000 | |||||||||||||||||||
Shares of common stock (in Shares) | 57,576 | |||||||||||||||||||
Brave Foods, LLC [Member] | ||||||||||||||||||||
Acquisitions (Details) [Line Items] | ||||||||||||||||||||
Membership interest percentage | 100% | |||||||||||||||||||
Limited liability | $ 150,000 |
Acquisitions (Details) - Schedu
Acquisitions (Details) - Schedule of components of the purchase price | Sep. 30, 2022 USD ($) |
Denver Bodega, LLC [Member] | |
Asset Acquisition [Line Items] | |
Cash paid to seller | $ 1 |
Total purchase price | 1 |
Cash | 44,977 |
Accounts Receivable | 2,676 |
Inventory | 194,365 |
Total assets acquired | 242,018 |
Accounts payable and accrued expenses | 127,116 |
Notes payable | 293,888 |
Total liabilities assumed | 421,004 |
Net liabilities acquired | (178,986) |
Excess purchase price | 178,987 |
Orbit Media LLC [Member] | |
Asset Acquisition [Line Items] | |
Cash paid to seller | 44,000 |
Shares granted to seller | 40,994 |
Total purchase price | 84,994 |
Non-controlling interest in consolidated subsidiary | 81,661 |
Excess purchase price | 166,655 |
Brave Foods, LLC [Member] | |
Asset Acquisition [Line Items] | |
Cash paid to seller | 150,000 |
Total purchase price | 150,000 |
Net Assets acquired | 83,182 |
Cash | 73,344 |
Inventory | 86,154 |
Total assets acquired | 159,498 |
Accounts payable and accrued expenses | 1,316 |
Notes payable | 75,000 |
Total liabilities assumed | 76,316 |
Excess purchase price | $ 66,818 |
Acquisitions (Details) - Sche_2
Acquisitions (Details) - Schedule of excess purchase price amounts | Sep. 30, 2022 USD ($) |
Denver Bodega, LLC [Member] | |
Acquisitions (Details) - Schedule of excess purchase price amounts [Line Items] | |
Goodwill | $ 8,950 |
Trade Names & Trademarks | 8,949 |
Know-How and Intellectual Property | 107,392 |
Website | 8,949 |
Customer Relationships | 44,747 |
Excess purchase price | 178,987 |
Orbit Media LLC [Member] | |
Acquisitions (Details) - Schedule of excess purchase price amounts [Line Items] | |
Know-How and Intellectual Property | 166,655 |
Excess purchase price | 166,655 |
Brave Foods, LLC [Member] | |
Acquisitions (Details) - Schedule of excess purchase price amounts [Line Items] | |
Goodwill | 6,683 |
Trade Names & Trademarks | 16,704 |
Know-How and Intellectual Property | 16,704 |
Website | 16,704 |
Customer Relationships | 10,023 |
Excess purchase price | $ 66,818 |
Acquisitions (Details) - Sche_3
Acquisitions (Details) - Schedule of unaudited pro-forma combined results of operations - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Acquisitions (Details) - Schedule of unaudited pro-forma combined results of operations [Line Items] | ||||||
Revenues | $ 4,683,843 | $ 5,069,181 | ||||
Net loss attributable to common shareholders | $ (24,217,030) | $ (26,428,192) | ||||
Net loss per share (in Dollars per share) | $ (1.23) | $ (2.23) | ||||
Weighted average number of shares outstanding (in Shares) | 19,726,987 | 11,845,229 | ||||
Plant Camp LLC [Member] | ||||||
Acquisitions (Details) - Schedule of unaudited pro-forma combined results of operations [Line Items] | ||||||
Revenues | $ 3,429,748 | |||||
Net loss attributable to common shareholders | $ (25,735,007) | $ (37,822,820) | $ (27,476,400) | |||
Net loss per share (in Dollars per share) | $ (2.17) | |||||
Weighted average number of shares outstanding (in Shares) | 11,845,229 | |||||
WHE Agency, Inc. [Member] | ||||||
Acquisitions (Details) - Schedule of unaudited pro-forma combined results of operations [Line Items] | ||||||
Revenues | $ 4,057,080 | |||||
Net loss attributable to common shareholders | $ (9,425,313) | $ (37,707,250) | $ (27,235,057) | |||
Net loss per share (in Dollars per share) | $ (0.45) | |||||
Weighted average number of shares outstanding (in Shares) | 21,087,764 |
Segment Information (Details) -
Segment Information (Details) - Schedule of reportable segments and corporate - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Accounts receivable, net | $ 222,183 | $ 337,440 | $ 90,355 |
Prepaid expenses and other current assets | 139,726 | 236,665 | 23,856 |
Deposits and other assets | 769,136 | 718,951 | 191,836 |
Intangible assets | 2,536,599 | 2,432,841 | |
Goodwill | 1,365,328 | 1,374,835 | |
Inventory | 879,050 | 106,403 | |
All other assets | 2,811,769 | 3,966,124 | 8,673,863 |
Total Assets | 8,723,791 | 9,173,259 | |
Accounts payable and accrued liabilities | 6,714,606 | 3,730,540 | |
Note payable, net of debt discount and issuance costs | 1,787,099 | 1,342,664 | 1,221,539 |
Deferred revenue | 305,555 | 234,159 | 88,637 |
All other Liabilities | 8,529,992 | 177,644 | 1,390,420 |
Total Liabilities | 17,337,252 | 5,485,007 | |
Creatd Labs [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Accounts receivable, net | 3,800 | ||
Prepaid expenses and other current assets | 43,336 | 48,495 | 19,631 |
Deposits and other assets | 576,551 | 626,529 | |
Intangible assets | 162,489 | ||
Goodwill | |||
Inventory | |||
All other assets | |||
Total Assets | 782,376 | 675,024 | |
Accounts payable and accrued liabilities | 1,365 | 9,693 | |
Note payable, net of debt discount and issuance costs | 129,634 | 313,979 | 55,928 |
Deferred revenue | 161,112 | 161,112 | |
All other Liabilities | |||
Total Liabilities | 292,111 | 484,784 | |
Creatd Ventures [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Accounts receivable, net | 4,973 | 2,884 | |
Prepaid expenses and other current assets | |||
Deposits and other assets | |||
Intangible assets | 1,568,347 | 1,637,924 | |
Goodwill | 15,632 | 25,139 | |
Inventory | 879,050 | 106,403 | |
All other assets | |||
Total Assets | 2,468,002 | 1,772,350 | |
Accounts payable and accrued liabilities | 1,518,544 | 766,253 | |
Note payable, net of debt discount and issuance costs | 170,365 | ||
Deferred revenue | 13,477 | ||
All other Liabilities | |||
Total Liabilities | 1,688,909 | 779,730 | |
Creatd Partners [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Accounts receivable, net | 217,210 | 334,556 | 86,555 |
Prepaid expenses and other current assets | |||
Deposits and other assets | |||
Intangible assets | 648,469 | 783,676 | |
Goodwill | 1,349,696 | 1,349,696 | |
Inventory | |||
All other assets | |||
Total Assets | 2,215,375 | 2,467,928 | |
Accounts payable and accrued liabilities | 68,063 | 6,232 | |
Note payable, net of debt discount and issuance costs | |||
Deferred revenue | 144,443 | 59,570 | 88,637 |
All other Liabilities | |||
Total Liabilities | 212,506 | 65,802 | |
Corporate [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Accounts receivable, net | |||
Prepaid expenses and other current assets | 96,390 | 188,170 | 4,225 |
Deposits and other assets | 192,585 | 92,422 | |
Intangible assets | 157,294 | 11,241 | |
Goodwill | |||
Inventory | |||
All other assets | 2,811,769 | 3,966,124 | 8,673,863 |
Total Assets | 3,258,038 | 4,257,957 | |
Accounts payable and accrued liabilities | 5,126,634 | 2,948,362 | |
Note payable, net of debt discount and issuance costs | 1,487,100 | 1,028,685 | 1,165,611 |
Deferred revenue | |||
All other Liabilities | 8,529,992 | 177,644 | $ 1,390,420 |
Total Liabilities | $ 15,143,726 | $ 4,154,691 |
Segment Information (Details)_2
Segment Information (Details) - Schedule of financial information related to our reportable segments and corporate - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||||||
Net revenue | $ 1,022,851 | $ 1,179,620 | $ 3,997,490 | $ 2,894,390 | $ 4,299,717 | $ 1,212,870 |
Cost of revenue | 1,404,562 | 1,418,213 | 4,771,151 | 4,160,743 | 5,300,037 | 1,495,042 |
Gross margin | (381,711) | (238,593) | (773,661) | (1,266,353) | (1,000,320) | (282,172) |
Research and development | 234,965 | 322,946 | 686,131 | 708,396 | 983,528 | 257,431 |
Marketing | 646,520 | 1,812,400 | 4,016,051 | 8,049,579 | 9,626,982 | 2,854,904 |
Stock based compensation | 626,568 | 2,151,900 | 3,848,578 | 5,662,389 | 9,661,174 | |
General and administrative not including depreciation, amortization, or Impairment | 4,087,055 | 2,385,135 | 10,956,046 | 5,551,049 | 9,975,360 | 5,858,454 |
Depreciation and amortization | 157,996 | 441,943 | 194,929 | 397,440 | ||
Impairment of intangibles | 249,586 | 257,117 | 93,791 | 1,727,032 | ||
Total operating expenses | 5,595,108 | 6,672,381 | 20,205,866 | 19,971,413 | ||
Interest expense | (673,694) | (707,950) | ||||
All other expenses | (2,875,832) | (3,424,854) | ||||
Other expenses, net | (3,549,526) | (4,132,804) | ||||
Loss before income tax provision | (9,526,345) | (9,720,121) | (25,112,331) | (24,925,834) | (37,379,153) | (24,212,783) |
Creatd Labs [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenue | 291,414 | 565,852 | 1,138,904 | 1,388,411 | 1,926,374 | 375,043 |
Cost of revenue | 564,349 | 849,079 | 1,917,039 | 2,482,848 | 3,186,240 | 652,259 |
Gross margin | (272,935) | (283,227) | (778,135) | (1,094,437) | (1,259,866) | (277,216) |
Research and development | 139,997 | 250,474 | 408,810 | 549,426 | 758,293 | 227,656 |
Marketing | 370,584 | 1,540,540 | 2,301,994 | 6,842,142 | 8,182,935 | 2,426,668 |
Stock based compensation | 122,964 | 337,026 | 755,284 | 886,832 | ||
General and administrative not including depreciation, amortization, or Impairment | 90,212 | 386,844 | 242,330 | 900,323 | 3,918,130 | 2,301,088 |
Depreciation and amortization | 1,489 | 4,166 | ||||
Impairment of intangibles | ||||||
Total operating expenses | 723,757 | 2,514,884 | 3,712,584 | 9,178,723 | ||
Interest expense | (17,048) | (34,095) | ||||
All other expenses | ||||||
Other expenses, net | (17,048) | (34,095) | ||||
Loss before income tax provision | (1,001,024) | (2,802,443) | (4,524,814) | (10,286,156) | (15,858,951) | (6,474,951) |
Creatd Ventures [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenue | 316,654 | 3,919 | 1,237,542 | 9,616 | 90,194 | |
Cost of revenue | 502,396 | 174,438 | 1,706,586 | 497,194 | 148,989 | |
Gross margin | (185,742) | (170,519) | (469,044) | (487,578) | (58,940) | |
Research and development | 60 | 131 | 131 | |||
Marketing | 234,760 | 1,458,280 | ||||
Stock based compensation | 111,472 | 684,697 | 796,676 | |||
General and administrative not including depreciation, amortization, or Impairment | 476,386 | 302,764 | 1,279,676 | 76,381 | 1,665,783 | |
Depreciation and amortization | 43,001 | 120,282 | ||||
Impairment of intangibles | 85,406 | 87,983 | ||||
Total operating expenses | 822,618 | 32,819 | 3,630,918 | 873,188 | ||
Interest expense | ||||||
All other expenses | ||||||
Other expenses, net | ||||||
Loss before income tax provision | (1,008,360) | (506,162) | (4,099,962) | (1,360,766) | (3,385,888) | |
Creatd Partners [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenue | 414,783 | 609,849 | 1,621,044 | 1,496,363 | 2,283,149 | 837,827 |
Cost of revenue | 337,817 | 394,696 | 1,147,526 | 1,180,701 | 1,964,808 | 842,783 |
Gross margin | 76,966 | 215,153 | 473,518 | 315,662 | 318,341 | (4,956) |
Research and development | 94,968 | 72,412 | 277,321 | 158,839 | 225,104 | 29,775 |
Marketing | 41,176 | 181,240 | 255,777 | 804,958 | 962,698 | 285,490 |
Stock based compensation | 126,654 | 332,531 | 777,948 | 875,004 | ||
General and administrative not including depreciation, amortization, or Impairment | 384,365 | 293,296 | 1,032,487 | 682,602 | 1,600,212 | 939,792 |
Depreciation and amortization | 40,917 | 114,453 | ||||
Impairment of intangibles | ||||||
Total operating expenses | 647,163 | 879,479 | 2,457,986 | 2,521,403 | ||
Interest expense | ||||||
All other expenses | ||||||
Other expenses, net | ||||||
Loss before income tax provision | (570,197) | (664,326) | (1,984,468) | (2,205,741) | (6,331,311) | (2,731,460) |
Corporate [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenue | ||||||
Cost of revenue | ||||||
Gross margin | ||||||
Research and development | ||||||
Marketing | 90,620 | 402,479 | 481,349 | 142,745 | ||
Stock based compensation | 265,478 | 1,179,579 | 1,630,649 | 3,103,877 | ||
General and administrative not including depreciation, amortization, or Impairment | 3,136,092 | 1,672,176 | 8,401,553 | 3,891,743 | 2,791,236 | 2,592,581 |
Depreciation and amortization | 72,589 | 203,042 | ||||
Impairment of intangibles | 164,180 | 169,134 | ||||
Total operating expenses | 3,401,570 | 2,942,375 | 10,404,378 | 7,398,099 | ||
Interest expense | (656,647) | (673,855) | ||||
All other expenses | (2,875,832) | (3,424,854) | ||||
Other expenses, net | (3,532,479) | (4,098,709) | ||||
Loss before income tax provision | $ (6,946,764) | $ (5,747,190) | $ (14,503,087) | $ (11,073,171) | $ (11,803,003) | $ (14,981,379) |
Subsequent Events (Details)
Subsequent Events (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Apr. 05, 2022 | Mar. 07, 2022 USD ($) | Mar. 03, 2022 USD ($) | Mar. 01, 2022 | Oct. 25, 2021 USD ($) | Oct. 24, 2022 USD ($) | Oct. 20, 2022 USD ($) $ / shares | Sep. 15, 2022 USD ($) | Jun. 17, 2021 USD ($) | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2021 AUD ($) shares | Dec. 31, 2020 $ / shares shares | Jul. 31, 2020 $ / shares | |
Subsequent Events (Details) [Line Items] | |||||||||||||||
Warrants exercised (in Shares) | shares | 4,227,114 | 4,227,114 | |||||||||||||
Cancellation of warrants (in Shares) | shares | 4,227,114 | ||||||||||||||
Common stock, share issued (in Shares) | shares | 24,469,675 | 24,469,675 | 16,691,170 | 8,736,378 | |||||||||||
Gross proceeds | $ 2,659,750 | $ 3,407,250 | $ 796,000 | $ 354,994 | |||||||||||
Net proceeds | $ 75,000 | $ 190,000 | |||||||||||||
Common stock, per share (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 1 | ||||||||||
Proceeds from sale | $ 750,000 | ||||||||||||||
Agreement to pay | $ 750,000 | ||||||||||||||
Gross proceeds percentage | 50% | ||||||||||||||
Description of warrants | The Replacement Warrants reflect a reduction in the number of Series C and Series D Warrants from 1,550,000 in each class to 1,536,607 in each class and a reduction in the number of Series E and Series F Warrants from 1,075,000 in each class to 807,143 in each class, and the initial exercise date for the Replacement Warrants are unchanged from the date as set forth in the respective exchanged Series C, Series D, Series E or Series F Warrant. | ||||||||||||||
Note conversion, description | Subsequent to December 31, 2021, a total of $168,850 in principal of convertible notes converted into 109,435 shares of common stock. | Subsequent to December 31, 2021, a total of $168,850 in principal of convertible notes converted into 109,435 shares of common stock. | |||||||||||||
Net proceeds | $ 2,213,500 | $ 224,540 | |||||||||||||
Common stock shares to consultants (in Shares) | shares | 183,590 | 183,590 | |||||||||||||
Common Stock [Member] | |||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||
Common stock, share issued (in Shares) | shares | 3,802,626 | 3,802,626 | |||||||||||||
One Promissory Note [Member] | |||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||
Net proceeds | $ 300,000 | ||||||||||||||
Subsequent Event [Member] | |||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||
Investor purchase | $ 1,500,000 | $ 15,000,000 | |||||||||||||
Common stock, per share (in Dollars per share) | $ / shares | $ 0.001 | ||||||||||||||
Weighted average | 82% | ||||||||||||||
Principal amount | $ 300,000 | ||||||||||||||
Purchase price | $ 255,000 | ||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 10% | ||||||||||||||
Payments to investor | $ 47,142.85 | ||||||||||||||
Unsecured debenture | $ 1,666,650 | ||||||||||||||
Securities purchase agreement , description | The Debenture has an original issue discount of 10%, has a term of six months with a maturity date of April 24, 2023, may be extended by six months at the Company’s option subject to certain conditions, and are convertible into shares of Common Stock at a conversion price of $0.20 per share, subject to adjustment upon certain events. | ||||||||||||||
Forecast [Member] | |||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||
Securities purchase agreement , description | the Company entered into securities purchase agreements with twenty-eight accredited investors whereby, at the closing, such investors purchased from the Company an aggregate of 1,401,457 shares of the Company’s common stock and (ii) 1,401,457 warrants to purchase shares of common stock, for an aggregate purchase price of $2,452,550. Such warrants are exercisable for a term of five-years from the date of issuance, at an exercise price of $1.75 per share. | ||||||||||||||
Registered direct offering, description | the Company entered into a securities purchase agreement (the “Purchase Agreement”) with thirteen accredited investors resulting in the raise of $2,659,750 in gross proceeds to the Company. Pursuant to the terms of the Purchase Agreement, the Company agreed to sell in a registered direct offering an aggregate of 1,519,857 shares of the Company’s common stock together with warrants to purchase an aggregate of 1,519,857 shares of Common Stock at an exercise price of $1.75 per share. The warrants are immediately exercisable and will expire on March 9, 2027. | ||||||||||||||
Certain debts and liabilities | $ 278,163 | ||||||||||||||
Settlement total | $ 799,000 | ||||||||||||||
Note principal | 660,000 | ||||||||||||||
Accrued interest | $ 139,000 | ||||||||||||||
Employment agreements, description | On April 5, 2022, upon the recommendation of the Compensation Committee of the Board, the Board approved employment agreements with, and equity issuances for, (i) Jeremy Frommer, Executive Chairman, who will receive (a) an signing award of $80,000, (b) an annual salary of $420,000; (c) 121,000 options, to vest immediately with a strike price of $1.75, and (d) 50,000 shares of the Company’s restricted common stock; (ii) Laurie Weisberg, Chief Executive Officer, who will receive (a) an annual salary of $475,000; (b) 121,000 options, to vest immediately with a strike price of $1.75, and (c) 50,000 shares of the Company’s restricted common stock; (iii) Justin Maury, Chief Operating Officer & President, who will receive (a) an annual salary of $475,000 (b) 81,000 options, to vest immediately with a strike price of $1.75, and (c) 50,000 shares of the Company’s restricted common stock; and (iv) Chelsea Pullano, Chief Financial Officer, who will receive (a) an annual salary of $250,000; (b) 37,000 options, to vest immediately with a strike price of $1.75, and (c) 35,000 shares of the Company’s restricted common stock (collectively, the “Executive Employment Arrangements”). | ||||||||||||||
Promissory Notes [Member] | |||||||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||||||
Net proceeds | $ 100,000 |
Significant Accounting Polic_12
Significant Accounting Policies and Practices (Details) - Schedule of consolidated subsidiaries and/or entities | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Jerrick Ventures LLC [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
State or other jurisdiction of incorporation or organization | Delaware | Delaware |
Company Ownership Interest | 100% | 100% |
Abacus Tech Pty Ltd [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
State or other jurisdiction of incorporation or organization | Australia | Australia |
Company Ownership Interest | 100% | 100% |
Seller’s Choice, LLC [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
State or other jurisdiction of incorporation or organization | New Jersey | |
Company Ownership Interest | 100% | |
Recreatd, LLC [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
State or other jurisdiction of incorporation or organization | Delaware | |
Company Ownership Interest | 100% | |
Give, LLC [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
State or other jurisdiction of incorporation or organization | Delaware | |
Company Ownership Interest | 100% | |
Creatd Partners LLC [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
State or other jurisdiction of incorporation or organization | Delaware | |
Company Ownership Interest | 100% | |
Dune Inc. [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
State or other jurisdiction of incorporation or organization | Delaware | Delaware |
Company Ownership Interest | 50% | 50% |
Plant Camp LLC [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
State or other jurisdiction of incorporation or organization | Delaware | Delaware |
Company Ownership Interest | 89% | 89% |
Sci-Fi Shop, LLC [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
State or other jurisdiction of incorporation or organization | Delaware | |
Company Ownership Interest | 100% | |
OG Collection LLC [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
State or other jurisdiction of incorporation or organization | Delaware | |
Company Ownership Interest | 100% | |
VMENA LLC [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
State or other jurisdiction of incorporation or organization | Delaware | |
Company Ownership Interest | 100% | |
Vocal For Brands, LLC [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
State or other jurisdiction of incorporation or organization | Delaware | |
Company Ownership Interest | 100% | |
Vocal Ventures LLC [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
State or other jurisdiction of incorporation or organization | Delaware | |
Company Ownership Interest | 100% | |
What to Buy, LLC [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
State or other jurisdiction of incorporation or organization | Delaware | |
Company Ownership Interest | 100% | |
WHE Agency, Inc [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
State or other jurisdiction of incorporation or organization | Delaware | Delaware |
Company Ownership Interest | 44% | 44% |
Significant Accounting Polic_13
Significant Accounting Policies and Practices (Details) - Schedule of relevant assets and liabilities that are measured at fair value on recurring basis - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Fair value on recurring [Member] | ||
Significant Accounting Policies and Practices (Details) - Schedule of relevant assets and liabilities that are measured at fair value on recurring basis [Line Items] | ||
Marketable securities - debt securities | $ 62,733 | |
Total assets | 62,733 | |
Liabilities: | ||
Derivative liabilities | 42,231 | |
Total Liabilities | 42,231 | |
Fair value on recurring [Member] | Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) [Member] | ||
Significant Accounting Policies and Practices (Details) - Schedule of relevant assets and liabilities that are measured at fair value on recurring basis [Line Items] | ||
Marketable securities - debt securities | ||
Total assets | ||
Liabilities: | ||
Derivative liabilities | ||
Total Liabilities | ||
Fair value on recurring [Member] | Quoted Prices for Similar Assets or Liabilities in Active Markets (Level 2) [Member] | ||
Significant Accounting Policies and Practices (Details) - Schedule of relevant assets and liabilities that are measured at fair value on recurring basis [Line Items] | ||
Marketable securities - debt securities | ||
Total assets | ||
Liabilities: | ||
Derivative liabilities | ||
Total Liabilities | ||
Fair value on recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Significant Accounting Policies and Practices (Details) - Schedule of relevant assets and liabilities that are measured at fair value on recurring basis [Line Items] | ||
Marketable securities - debt securities | 62,733 | |
Total assets | 62,733 | |
Liabilities: | ||
Derivative liabilities | 42,231 | |
Total Liabilities | 42,231 | |
Fair value on non-recurring [Member] | ||
Significant Accounting Policies and Practices (Details) - Schedule of relevant assets and liabilities that are measured at fair value on recurring basis [Line Items] | ||
Total assets | 50,000 | 217,096 |
Liabilities: | ||
Equity investments, at cost | 50,000 | 217,096 |
Fair value on non-recurring [Member] | Quoted Prices in Active Markets for Identical Assets or Liabilities (Level 1) [Member] | ||
Significant Accounting Policies and Practices (Details) - Schedule of relevant assets and liabilities that are measured at fair value on recurring basis [Line Items] | ||
Total assets | ||
Liabilities: | ||
Equity investments, at cost | ||
Fair value on non-recurring [Member] | Quoted Prices for Similar Assets or Liabilities in Active Markets (Level 2) [Member] | ||
Significant Accounting Policies and Practices (Details) - Schedule of relevant assets and liabilities that are measured at fair value on recurring basis [Line Items] | ||
Total assets | ||
Liabilities: | ||
Equity investments, at cost | ||
Fair value on non-recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Significant Accounting Policies and Practices (Details) - Schedule of relevant assets and liabilities that are measured at fair value on recurring basis [Line Items] | ||
Total assets | 50,000 | 217,096 |
Liabilities: | ||
Equity investments, at cost | $ 50,000 | $ 217,096 |
Significant Accounting Polic_14
Significant Accounting Policies and Practices (Details) - Schedule of fair value measurement inputs and valuation methodology - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Marketable securities - debt securities [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value | $ 62,733 | |
Valuation Methodology | Discounted cash flow analysis | |
Unobservable Inputs | Expected cash flows from the investment | |
Derivative liabilities [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value | 42,231 | |
Valuation Methodology | Monte Carlo simulations and Binomial model | |
Unobservable Inputs | Risk free rate Expected volatility; Drift rate | |
Equity investments, at cost [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value | $ 217,096 | |
Valuation Methodology | Qualitative assessment per ASC 321-10-35 | |
Unobservable Inputs | Qualitative factors |
Significant Accounting Polic_15
Significant Accounting Policies and Practices (Details) - Schedule of property and equipment estimated useful lives | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Computer equipment and software [Member] | ||
Significant Accounting Policies and Practices (Details) - Schedule of property and equipment estimated useful lives [Line Items] | ||
Property and Equipment, Estimated Useful Life (Years) | 3 years | 3 years |
Furniture and fixtures [Member] | ||
Significant Accounting Policies and Practices (Details) - Schedule of property and equipment estimated useful lives [Line Items] | ||
Property and Equipment, Estimated Useful Life (Years) | 5 years | 5 years |
Significant Accounting Polic_16
Significant Accounting Policies and Practices (Details) - Schedule of amortization over the next five years - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Schedule Of Amortization Over The Next Five Years Abstract | ||
2022 | $ 493,660 | |
2023 | $ 415,215 | 407,848 |
2024 | 443,236 | 347,936 |
2025 | 280,223 | 231,624 |
2026 | 260,935 | 219,749 |
Thereafter | 739,762 | 732,024 |
Total | $ 2,536,599 | $ 2,432,841 |
Significant Accounting Polic_17
Significant Accounting Policies and Practices (Details) - Schedule of changes in marketable securities - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Significant Accounting Policies and Practices (Details) - Schedule of changes in marketable securities [Line Items] | ||||
Goodwill acquired in a business combination | $ 6,682 | $ 15,632 | ||
Impairment of goodwill | $ (25,139) | $ (25,139) | $ (1,035,795) | |
Fair Value, Recurring [Member] | Goodwill [Member] | ||||
Significant Accounting Policies and Practices (Details) - Schedule of changes in marketable securities [Line Items] | ||||
Beginning of period | 1,035,795 | |||
Goodwill acquired in a business combination | 1,374,835 | |||
Impairment of goodwill | (1,035,795) | |||
Ending of period | 1,374,835 | |||
Marketable Securities - Debt Securities [Member] | Fair Value, Nonrecurring [Member] | ||||
Significant Accounting Policies and Practices (Details) - Schedule of changes in marketable securities [Line Items] | ||||
Beginning of period | ||||
Ending of period | 62,733 | |||
Purchase of marketable securities | 210,000 | |||
Interest due at maturity | 4,829 | |||
Other than temporary impairment | (62,733) | (50,000) | ||
Conversion to equity method investments | ||||
Conversion of marketable securities | (102,096) | |||
Equity Investments [Member] | ||||
Significant Accounting Policies and Practices (Details) - Schedule of changes in marketable securities [Line Items] | ||||
Beginning of period | ||||
Ending of period | 50,000 | 217,096 | ||
Purchase of equity investments | 150,000 | 115,000 | ||
Other than temporary impairment | (102,096) | |||
Conversion to equity method investments | $ (215,000) | |||
Conversion of marketable securities | $ 102,096 |
Significant Accounting Polic_18
Significant Accounting Policies and Practices (Details) - Schedule of revenue disaggregated by revenue - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Significant Accounting Policies and Practices (Details) - Schedule of revenue disaggregated by revenue [Line Items] | ||||||
Net revenue | $ 1,022,851 | $ 1,179,620 | $ 3,997,490 | $ 2,894,390 | $ 4,299,717 | $ 1,212,870 |
Agency (Managed Services, Branded Content, & Talent Management Services) [Member] | ||||||
Significant Accounting Policies and Practices (Details) - Schedule of revenue disaggregated by revenue [Line Items] | ||||||
Net revenue | 442,867 | 555,766 | 1,613,924 | 1,472,902 | 2,256,546 | 1,100,199 |
Platform (Creator Subscriptions) [Member] | ||||||
Significant Accounting Policies and Practices (Details) - Schedule of revenue disaggregated by revenue [Line Items] | ||||||
Net revenue | 230,212 | 611,714 | 1,138,812 | 1,370,581 | 1,926,135 | 70,623 |
Ecommerce (Tangible products) [Member] | ||||||
Significant Accounting Policies and Practices (Details) - Schedule of revenue disaggregated by revenue [Line Items] | ||||||
Net revenue | 347,944 | 4,153 | 1,237,634 | 9,679 | 90,433 | |
Affiliate Sales [Member] | ||||||
Significant Accounting Policies and Practices (Details) - Schedule of revenue disaggregated by revenue [Line Items] | ||||||
Net revenue | 1,828 | 7,619 | 7,120 | 23,425 | 26,453 | 33,748 |
Other Revenue [Member] | ||||||
Significant Accounting Policies and Practices (Details) - Schedule of revenue disaggregated by revenue [Line Items] | ||||||
Net revenue | $ 368 | $ 17,803 | $ 150 | $ 8,300 |
Significant Accounting Polic_19
Significant Accounting Policies and Practices (Details) - Schedule of revenue recognition - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Revenue Recognition Abstract | ||||||
Products and services transferred over time | $ 673,079 | $ 1,167,480 | $ 2,752,736 | $ 2,843,483 | $ 4,182,681 | $ 1,100,199 |
Products and services transferred at a point in time | 349,772 | 12,140 | 1,244,754 | 50,907 | 117,036 | 112,671 |
Revenue recognition | $ 1,022,851 | $ 1,179,620 | $ 3,997,490 | $ 2,894,390 | $ 4,299,717 | $ 1,212,870 |
Significant Accounting Polic_20
Significant Accounting Policies and Practices (Details) - Schedule of common stock equivalents - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Significant Accounting Policies and Practices (Details) - Schedule of common stock equivalents [Line Items] | ||
Common stock equivalents, total | 8,561,449 | 3,769,256 |
Warrants [Member] | ||
Significant Accounting Policies and Practices (Details) - Schedule of common stock equivalents [Line Items] | ||
Common stock equivalents, total | 5,658,830 | 3,228,235 |
Options [Member] | ||
Significant Accounting Policies and Practices (Details) - Schedule of common stock equivalents [Line Items] | ||
Common stock equivalents, total | 2,902,619 | 541,021 |
Inventory (Details) - Schedul_2
Inventory (Details) - Schedule of inventory - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Schedule Of Inventory Abstract | ||
Packaging | $ 78,799 | $ 2,907 |
Finished goods | 717,417 | 103,496 |
Total | $ 879,050 | $ 106,403 |
Property and Equipment (Detai_3
Property and Equipment (Details) - Schedule of property and equipment stated at cost, less accumulated depreciation - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 679,482 | $ 467,753 | $ 371,816 |
Less: Accumulated Depreciation | (430,519) | (364,814) | (315,558) |
Property and Equipment, Net | 248,963 | 102,939 | 56,258 |
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 447,342 | 353,880 | 284,928 |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 184,524 | 102,416 | $ 86,888 |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 47,616 | $ 11,457 |
Equity Investments, at Cost (De
Equity Investments, at Cost (Details) - USD ($) | Sep. 30, 2022 | Oct. 03, 2021 | May 21, 2021 | Feb. 17, 2021 | Oct. 23, 2020 | Oct. 02, 2020 |
Equity Investments, at Cost (Details) [Line Items] | ||||||
Marketable debt security | $ 96 | $ 102,096 | ||||
Converted into shares of preferred stock | 119,355 | |||||
Purchase of ownership amount | $ 50,000 | $ 100,000 | $ 115,000 | |||
Equity Investments [Member] | ||||||
Equity Investments, at Cost (Details) [Line Items] | ||||||
Equity investment ownership percentage | 29% | 10% | 3.30% | 3.80% | 1.30% |
Equity Method Investments (Deta
Equity Method Investments (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2022 | Dec. 31, 2021 | Oct. 03, 2021 | May 21, 2021 | Feb. 17, 2021 | Oct. 23, 2020 | Oct. 02, 2020 | |
Equity Method Investments (Details) [Line Items] | |||||||
Cash | $ 410,750 | $ 410,000 | |||||
Equity interest | 123,710 | ||||||
Purchased of ownership amount | 50.41% | ||||||
Loss of investment | 16,413 | ||||||
Investment impairment | 424,632 | ||||||
Equity method investment total | $ 0 | ||||||
Equity Investments [Member] | |||||||
Equity Method Investments (Details) [Line Items] | |||||||
Equity investment ownership percentage | 29% | 10% | 3.30% | 3.80% | 1.30% |
Notes Payable (Details) - Sch_2
Notes Payable (Details) - Schedule of notes payable - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2020 | Dec. 31, 2021 | Mar. 11, 2020 | |
Debt Instrument [Line Items] | ||||
Outstanding Principal, Total | $ 2,401,509 | $ 1,434,576 | $ 1,358,211 | |
Outstanding Principal, Less: Debt Discount | (15,547) | |||
Outstanding Principal, Less: Debt Issuance Costs | ||||
Outstanding Principal, Less: Debt Total | 1,787,099 | 1,434,576 | 1,342,664 | |
Outstanding Principal, Less: Current Debt | (1,758,179) | (1,221,539) | (1,278,672) | |
Outstanding Principal, Total Long-Term Debt | 28,920 | 213,037 | 63,992 | |
The May 2020 PPP Loan Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Outstanding Principal, Total | $ 412,500 | |||
Interest Rate | 1% | |||
Maturity Date, description | April 2022 | |||
The April 2020 PPP Loan Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Outstanding Principal, Total | $ 198,577 | $ 282,432 | 198,577 | |
Interest Rate | 1% | 1% | ||
Maturity Date, description | May 2022 | May 2022 | ||
The October 2020 Loan Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Outstanding Principal, Total | $ 55,928 | |||
Interest Rate | 14% | |||
Maturity Date, description | July 2021 | |||
The November 2020 Loan Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Outstanding Principal, Total | $ 23,716 | |||
Interest Rate | 14% | |||
Maturity Date, description | May 2021 | |||
The February 2021 Loan Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Outstanding Principal, Total | ||||
Interest Rate | 14% | |||
Maturity Date, description | July 2021 | |||
The July 2021 Loan Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Outstanding Principal, Total | ||||
Interest Rate | 10% | |||
Maturity Date, description | October 2022 | |||
The December 2021 Loan Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Outstanding Principal, Total | $ 47,990 | 185,655 | ||
Interest Rate | 10% | 10% | ||
Maturity Date, description | June 2023 | June 2023 | ||
The Second December 2021 Loan Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Outstanding Principal, Total | 313,979 | |||
Interest Rate | 14% | |||
Maturity Date, description | June 2022 | |||
Seller’s Choice Note [Member] | ||||
Debt Instrument [Line Items] | ||||
Outstanding Principal, Total | $ 660,000 | $ 660,000 | ||
Interest Rate | 30% | 30% | 9.50% | |
Maturity Date, description | September 2020 | September 2020 |
Convertible Notes Payable (De_3
Convertible Notes Payable (Details) - Schedule of convertible notes payable - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2020 | ||
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | ||||
Outstanding Principal | $ 168,850 | $ 6,429,427 | $ 1,280,680 | |
Warrants granted, Quantity (in Shares) | 6,667 | |||
Less: Debt Discount | $ (8,120) | (360,854) | (309,637) | |
Less: Debt Issuance Costs | (1,537) | (5,648) | (73,527) | |
Total | $ 6,062,926 | 897,516 | ||
Less: Current Debt | (159,193) | (897,516) | ||
Total Long-Term Debt | ||||
The September 2020 convertible Loan Agreement [Member] | ||||
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | ||||
Outstanding Principal | 341,880 | |||
Interest Rate | 12% | |||
Conversion Price (in Dollars per share) | [1] | |||
Maturity Date | September-21 | |||
Warrants granted, Quantity (in Shares) | 85,555 | |||
Warrants granted, Exercise Price (in Dollars per share) | $ 5 | |||
The First December 2020 convertible Loan Agreement [Member] | ||||
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | ||||
Outstanding Principal | 600,000 | |||
Interest Rate | 12% | |||
Conversion Price (in Dollars per share) | [1] | |||
Maturity Date | December-21 | |||
Warrants granted, Quantity (in Shares) | ||||
Warrants granted, Exercise Price (in Dollars per share) | ||||
The October 2020 convertible Loan Agreement [Member] | ||||
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | ||||
Outstanding Principal | 169,400 | |||
Interest Rate | 6% | |||
Conversion Price (in Dollars per share) | [1] | |||
Maturity Date | October-21 | |||
Warrants granted, Quantity (in Shares) | ||||
Warrants granted, Exercise Price (in Dollars per share) | ||||
The Second December 2020 convertible Loan Agreement [Member] | ||||
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | ||||
Outstanding Principal | 169,400 | |||
Interest Rate | 6% | |||
Conversion Price (in Dollars per share) | [1] | |||
Maturity Date | December-21 | |||
Warrants granted, Quantity (in Shares) | ||||
Warrants granted, Exercise Price (in Dollars per share) | ||||
May 2021 Loan [Member] | ||||
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | ||||
Outstanding Principal | ||||
Interest Rate | ||||
Conversion Price (in Dollars per share) | [1] | $ 5 | ||
Maturity Date | November-22 | |||
Warrants granted, Quantity (in Shares) | 1,090,908 | |||
Warrants granted, Exercise Price (in Dollars per share) | $ 4.5 | |||
The July 2021 Loan [Member] | ||||
Convertible Notes Payable (Details) - Schedule of convertible notes payable [Line Items] | ||||
Outstanding Principal | $ 168,850 | |||
Interest Rate | 6% | |||
Conversion Price (in Dollars per share) | [1] | |||
Maturity Date | July - 22 | |||
[1] As subject to adjustment as further outlined in the notes |
Related Party (Details) - Sched
Related Party (Details) - Schedule of notes payable - related party - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | |
Related Party (Details) - Schedule of notes payable - related party [Line Items] | |||
Notes payable - related party, gross | $ 20,000 | $ 20,000 | |
Less: Debt Discount | (17,068) | ||
Notes payable | 2,932 | 2,932 | |
Less: Current Debt | (2,932) | (2,932) | |
Notes payable - related party, net | |||
The September 2020 Goldberg Loan Agreement [Member] | |||
Related Party (Details) - Schedule of notes payable - related party [Line Items] | |||
Notes payable - related party, gross | $ 16,705 | $ 16,705 | |
Interest Rate | 7% | 7% | |
Maturity Date | September 2022 | ||
Warrants granted, Quantity (in Shares) | |||
Warrants granted, Exercise Price (in Dollars per share) | |||
The September 2020 Rosen Loan Agreement [Member] | |||
Related Party (Details) - Schedule of notes payable - related party [Line Items] | |||
Notes payable - related party, gross | $ 3,295 | $ 3,295 | |
Interest Rate | 7% | 7% | |
Maturity Date | September 2022 | ||
Warrants granted, Quantity (in Shares) | |||
Warrants granted, Exercise Price (in Dollars per share) |
Derivative Liabilities (Detai_3
Derivative Liabilities (Details) - Schedule of changes in the derivative liabilities - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Level 1 [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Derivative liabilities at beginning | |||
Derivative liabilities at ending | |||
Addition | |||
Changes in fair value | |||
Extinguishment | |||
Conversion to Note payable - related party | |||
Level 2 [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Derivative liabilities at beginning | |||
Derivative liabilities at ending | |||
Addition | |||
Changes in fair value | |||
Extinguishment | |||
Conversion to Note payable - related party | |||
Level 3 [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Derivative liabilities at beginning | 42,231 | ||
Derivative liabilities at ending | 42,231 | ||
Addition | 100,532 | 417,241 | 3,061,688 |
Changes in fair value | (3,729) | 1,096,287 | $ (3,019,457) |
Extinguishment | $ (96,803) | (431,458) | |
Conversion to Note payable - related party | $ (1,124,301) |
Stockholders_ Equity (Detail
Stockholders’ Equity (Details) - Schedule of assumptions options granted - Options [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stockholders’ Equity (Details) - Schedule of assumptions options granted [Line Items] | ||
Exercise price (in Dollars per share) | $ 8.55 | |
Expected dividends | 0% | 0% |
Expected volatility | 229.95% | |
Risk free interest rate | 0.25% | |
Expected life of option | 5 years 8 months 1 day | |
Minimum [Member] | ||
Stockholders’ Equity (Details) - Schedule of assumptions options granted [Line Items] | ||
Exercise price (in Dollars per share) | $ 2.09 | |
Expected volatility | 169.78% | |
Risk free interest rate | 0.46% | |
Expected life of option | 5 years | |
Maximum [Member] | ||
Stockholders’ Equity (Details) - Schedule of assumptions options granted [Line Items] | ||
Exercise price (in Dollars per share) | $ 4.89 | |
Expected volatility | 242.98% | |
Risk free interest rate | 1.26% | |
Expected life of option | 7 years |
Stockholders_ Equity (Deta_2
Stockholders’ Equity (Details) - Schedule of the stock option activity - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stockholders’ Equity (Details) - Schedule of the stock option activity [Line Items] | ||||
Options beginning balance | 2,902,619 | 541,021 | 541,021 | |
Weighted Average Exercise Price, beginning balance | $ 7.07 | $ 12.75 | $ 12.75 | |
Weighted Average Remaining Contractual Life (in years), beginning balance | 4 years 8 months 15 days | 3 years 3 months 7 days | ||
Options, Granted | 2,425,762 | |||
Weighted Average Exercise Price, Granted | $ 1.38 | $ 6.32 | $ 5.97 | |
Weighted Average Remaining Contractual Life (in years), Granted | 6 years 2 months 12 days | 5 years 10 months 28 days | ||
Options, Exercised | ||||
Weighted Average Exercise Price, Exercised | ||||
Weighted Average Remaining Contractual Life (in years), Exercised | ||||
Options, Forfeited/Cancelled | (434,352) | (64,164) | (64,164) | |
Weighted Average Exercise Price, Forfeited/Cancelled | $ 13.56 | $ 13.06 | $ 13.06 | |
Weighted Average Remaining Contractual Life (in years), Forfeited/Cancelled | ||||
Options outstanding, ending balance | 4,408,267 | 2,327,445 | 2,902,619 | 541,021 |
Weighted Average Exercise Price outstanding, ending balance | $ 3.93 | $ 7.63 | $ 7.07 | $ 12.75 |
Weighted Average Remaining Contractual Life (in years) outstanding, ending balance | 4 years 5 months 4 days | 4 years 3 months 14 days | 4 years 8 months 15 days | 3 years 3 months 7 days |
Options, exercisable | 3,010,101 | 608,524 | 1,165,191 | 149,168 |
Weighted Average Exercise Price, exercisable | $ 4.12 | $ 12.75 | $ 9.01 | $ 23.77 |
Weighted Average Remaining Contractual Life (in years), exercisable | 4 years 3 months 25 days | 3 years 9 months | 4 years 1 month 13 days | 1 year 9 months |
Equity Option [Member] | ||||
Stockholders’ Equity (Details) - Schedule of the stock option activity [Line Items] | ||||
Options beginning balance | 541,021 | 541,021 | 303,825 | |
Weighted Average Exercise Price, beginning balance | $ 12.75 | $ 12.75 | $ 24.48 | |
Weighted Average Remaining Contractual Life (in years), beginning balance | 2 years 6 months 3 days | |||
Options, Granted | 391,853 | |||
Weighted Average Exercise Price, Granted | $ 8.55 | |||
Weighted Average Remaining Contractual Life (in years), Granted | 5 years 8 months 1 day | |||
Options, Exercised | ||||
Weighted Average Exercise Price, Exercised | ||||
Weighted Average Remaining Contractual Life (in years), Exercised | ||||
Options, Forfeited/Cancelled | (154,657) | |||
Weighted Average Exercise Price, Forfeited/Cancelled | $ 25.17 | |||
Weighted Average Remaining Contractual Life (in years), Forfeited/Cancelled | ||||
Options outstanding, ending balance | 541,021 | |||
Weighted Average Exercise Price outstanding, ending balance | $ 12.75 | |||
Weighted Average Remaining Contractual Life (in years) outstanding, ending balance | 4 years 3 months 14 days |
Stockholders_ Equity (Deta_3
Stockholders’ Equity (Details) - Schedule of outstanding and exercisable - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Schedule Of Outstanding And Exercisable Abstract | ||
Option Outstanding, Exercise price | $ 3.93 | $ 7.07 |
Option Outstanding, Number Outstanding | 4,408,267 | 2,902,619 |
Option Outstanding, Weighted Average Remaining Contractual Life (in years) | 4 years 5 months 4 days | 4 years 8 months 15 days |
Option Exercisable, Weighted Average Exercise Price | $ 4.12 | $ 9.01 |
Option Exercisable, Number Exercisable | 3,010,101 | 1,165,191 |
Option Exercisable, Weighted Average Remaining Contractual Life (in years) | 4 years 3 months 25 days | 4 years 1 month 13 days |
Stockholders_ Equity (Deta_4
Stockholders’ Equity (Details) - Schedule of assumptions warrant granted - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stockholders’ Equity (Details) - Schedule of assumptions warrant granted [Line Items] | ||
Expected dividends | 0% | 0% |
Expected life of warrant | 5 years | |
Minimum [Member] | ||
Stockholders’ Equity (Details) - Schedule of assumptions warrant granted [Line Items] | ||
Exercise price (in Dollars per share) | $ 4.5 | $ 4.5 |
Expected volatility | 232.10% | 234.03% |
Risk free interest rate | 0.82% | 0.21% |
Expected life of warrant | 5 years | |
Maximum [Member] | ||
Stockholders’ Equity (Details) - Schedule of assumptions warrant granted [Line Items] | ||
Exercise price (in Dollars per share) | $ 5.4 | $ 18 |
Expected volatility | 237.14% | 247% |
Risk free interest rate | 0.89% | 1.63% |
Expected life of warrant | 5 years 6 months |
Stockholders_ Equity (Deta_5
Stockholders’ Equity (Details) - Schedule of warrant activity - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Warrant [Member] | ||||
Stockholders’ Equity (Details) - Schedule of warrant activity [Line Items] | ||||
Warrant, outstanding beginning balance | 5,658,830 | 6,130,948 | 6,130,948 | 247,403 |
Warrant, Granted | 14,812,262 | 1,881,267 | 1,961,267 | 5,921,071 |
Warrant, Exercised | (1,438,788) | (2,414,218) | ||
Warrant, Forfeited/Cancelled | (41,462) | (14,722) | (19,167) | (37,526) |
Warrant, outstanding ending balance | 20,429,630 | 6,558,705 | 5,658,830 | 6,130,948 |
Warrant, exercisable | 16,429,630 | 6,558,705 | 5,616,330 | 3,228,235 |
Weighted Average Exercise Price [Member] | ||||
Stockholders’ Equity (Details) - Schedule of warrant activity [Line Items] | ||||
Weighted Average Exercise Price, outstanding beginning balance | $ 4.98 | $ 4.96 | $ 4.96 | $ 15.75 |
Weighted Average Exercise Price, Granted | 2.29 | 5.63 | 5.6 | 4.7 |
Weighted Average Exercise, Exercised | 4.59 | 4.55 | ||
Weighted Average Exercise Price, Forfeited/Cancelled | 12 | 24 | 24 | 13.31 |
Weighted Average Exercise Price, outstanding ending balance | 4.98 | 4.96 | ||
Weighted Average Exercise Price, exercisable | $ 2.62 | $ 4.92 | $ 4.97 | $ 5.37 |
Stockholders_ Equity (Deta_6
Stockholders’ Equity (Details) - Schedule of warrants outstanding and exercisable - Warrant [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | ||
Warrants Outstanding, Exercise price | $ 1.88 | $ 4.98 |
Warrants Outstanding, Number Outstanding (in Shares) | 20,429,630 | 5,658,830 |
Warrants Outstanding, Weighted Average Remaining Contractual Life (in years) | 4 years 25 days | 3 years 9 months 18 days |
Warrants Outstanding, Weighted Average Exercise Price | $ 4.97 | |
Warrants Exercisable, Number Exercisable (in Shares) | 5,616,330 | |
Warrants Exercisable, Weighted Average Exercise Price | $ 3.79 |
Stockholders_ Equity (Deta_7
Stockholders’ Equity (Details) - Schedule of activity related to RSUs | 12 Months Ended |
Dec. 31, 2021 $ / shares shares | |
RSAs non-vested at January 1, 2021 [Member] | |
Stockholders’ Equity (Details) - Schedule of activity related to RSUs [Line Items] | |
Total shares (in Shares) | shares | |
Grant date fair value | |
RSAs granted [Member] | |
Stockholders’ Equity (Details) - Schedule of activity related to RSUs [Line Items] | |
Total shares (in Shares) | shares | 112,010 |
RSAs granted [Member] | Minimum [Member] | |
Stockholders’ Equity (Details) - Schedule of activity related to RSUs [Line Items] | |
Grant date fair value | $ 2.71 |
RSAs granted [Member] | Maximum [Member] | |
Stockholders’ Equity (Details) - Schedule of activity related to RSUs [Line Items] | |
Grant date fair value | $ 4.32 |
RSAs vested [Member] | |
Stockholders’ Equity (Details) - Schedule of activity related to RSUs [Line Items] | |
Total shares (in Shares) | shares | |
Grant date fair value | |
RSAs forfeited [Member] | |
Stockholders’ Equity (Details) - Schedule of activity related to RSUs [Line Items] | |
Total shares (in Shares) | shares | (13,927) |
RSAs forfeited [Member] | Minimum [Member] | |
Stockholders’ Equity (Details) - Schedule of activity related to RSUs [Line Items] | |
Grant date fair value | $ 3.75 |
RSAs forfeited [Member] | Maximum [Member] | |
Stockholders’ Equity (Details) - Schedule of activity related to RSUs [Line Items] | |
Grant date fair value | $ 4.32 |
RSAs non-vested September 30, 2021 [Member] | |
Stockholders’ Equity (Details) - Schedule of activity related to RSUs [Line Items] | |
Total shares (in Shares) | shares | 98,083 |
RSAs non-vested September 30, 2021 [Member] | Minimum [Member] | |
Stockholders’ Equity (Details) - Schedule of activity related to RSUs [Line Items] | |
Grant date fair value | $ 2.71 |
RSAs non-vested September 30, 2021 [Member] | Maximum [Member] | |
Stockholders’ Equity (Details) - Schedule of activity related to RSUs [Line Items] | |
Grant date fair value | $ 4.32 |
Commitments and Contingencies_6
Commitments and Contingencies (Details) - Schedule of components of lease expense - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Schedule Of Components Of Lease Expense Abstract | |||
Operating lease cost | $ 148,446 | $ 241,601 | $ 202,804 |
Short term lease cost | 5,568 | 154,108 | 14,041 |
Total net lease cost | $ 154,015 | $ 395,709 | $ 216,845 |
Commitments and Contingencies_7
Commitments and Contingencies (Details) - Schedule of supplemental cash flow and other information related to leases - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Schedule Of Supplemental Cash Flow And Other Information Related To Leases Abstract | ||
Operating lease payments | $ 54,564 | $ 100,100 |
Weighted average remaining lease term (in years): | 3 years 4 months 24 days | 2 months 1 day |
Weighted average discount rate: | 12.50% | 0% |
Acquisition (Details) - Schedul
Acquisition (Details) - Schedule of components of the purchase price | Dec. 31, 2021 USD ($) |
Plant Camp LLC [Member] | |
Asset Acquisition [Line Items] | |
Cash paid to seller | $ 300,000 |
Fair value of equity investment purchased on June 1, 2021 | 175,000 |
Total purchase price | 475,000 |
Cash | 5,232 |
Accounts Receivable | 7,645 |
Inventory | 19,970 |
Total assets acquired | 32,847 |
Accounts payable and accrued expenses | 5,309 |
Deferred Revenue | 671 |
Total liabilities assumed | 5,980 |
Net assets acquired | 26,867 |
Non-controlling interest in consolidated subsidiary | 56,865 |
Excess purchase price | 504,998 |
Excess purchase price | 504,998 |
Plant Camp LLC [Member] | Goodwill [Member] | |
Asset Acquisition [Line Items] | |
Excess purchase price | 7,198 |
Plant Camp LLC [Member] | Trade Names & Trademarks [Member] | |
Asset Acquisition [Line Items] | |
Excess purchase price | 100,000 |
Plant Camp LLC [Member] | Know-How and Intellectual Property [Member] | |
Asset Acquisition [Line Items] | |
Excess purchase price | 316,500 |
Plant Camp LLC [Member] | Website [Member] | |
Asset Acquisition [Line Items] | |
Excess purchase price | 51,300 |
Plant Camp LLC [Member] | Customer Relationships [Member] | |
Asset Acquisition [Line Items] | |
Excess purchase price | 30,000 |
WHE Agency, Inc. [Member] | |
Asset Acquisition [Line Items] | |
Cash paid to seller | 144,750 |
Shares granted to seller | 893,521 |
Total purchase price | 1,038,271 |
Cash | 26,575 |
Accounts Receivable | 446,272 |
Total assets acquired | 472,847 |
Accounts payable and accrued expenses | 353,017 |
Total liabilities assumed | 353,017 |
Net assets acquired | 119,830 |
Non-controlling interest in consolidated subsidiary | 1,190,000 |
Excess purchase price | 2,108,442 |
Excess purchase price | 2,108,442 |
WHE Agency, Inc. [Member] | Goodwill [Member] | |
Asset Acquisition [Line Items] | |
Excess purchase price | 1,349,697 |
WHE Agency, Inc. [Member] | Trade Names & Trademarks [Member] | |
Asset Acquisition [Line Items] | |
Excess purchase price | 85,945 |
WHE Agency, Inc. [Member] | Non-Compete Agreements [Member] | |
Asset Acquisition [Line Items] | |
Excess purchase price | 45,190 |
WHE Agency, Inc. [Member] | Influencers / Customers [Member] | |
Asset Acquisition [Line Items] | |
Excess purchase price | 627,610 |
Dune, Inc [Member] | |
Asset Acquisition [Line Items] | |
Shares granted to seller | 424,698 |
Fair value of equity investment purchased before October 4, 2021 | 307,665 |
Total purchase price | 732,363 |
Cash | 186,995 |
Inventory | 47,250 |
Total assets acquired | 234,246 |
Accounts payable and accrued expenses | 40,000 |
Total liabilities assumed | 40,000 |
Net assets acquired | 194,246 |
Non-controlling interest in consolidated subsidiary | 720,581 |
Excess purchase price | 1,258,698 |
Excess purchase price | 1,258,698 |
Dune, Inc [Member] | Goodwill [Member] | |
Asset Acquisition [Line Items] | |
Excess purchase price | 17,941 |
Dune, Inc [Member] | Trade Names & Trademarks [Member] | |
Asset Acquisition [Line Items] | |
Excess purchase price | 249,248 |
Dune, Inc [Member] | Know-How and Intellectual Property [Member] | |
Asset Acquisition [Line Items] | |
Excess purchase price | 788,870 |
Dune, Inc [Member] | Website [Member] | |
Asset Acquisition [Line Items] | |
Excess purchase price | 127,864 |
Dune, Inc [Member] | Customer Relationships [Member] | |
Asset Acquisition [Line Items] | |
Excess purchase price | $ 74,774 |
Acquisition (Details) - Sched_2
Acquisition (Details) - Schedule of unaudited pro-forma combined results of operations - USD ($) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Plant Camp LLC [Member] | ||||
Acquisition (Details) - Schedule of unaudited pro-forma combined results of operations [Line Items] | ||||
Revenues | $ 4,335,593 | $ 1,213,430 | ||
Net loss attributable to common shareholders | $ (25,735,007) | $ (37,822,820) | $ (27,476,400) | |
Net loss per share (in Dollars per share) | $ (2.99) | $ (5.71) | ||
Weighted average number of shares outstanding (in Shares) | 12,652,470 | 4,812,153 | ||
WHE Agency, Inc. [Member] | ||||
Acquisition (Details) - Schedule of unaudited pro-forma combined results of operations [Line Items] | ||||
Revenues | $ 4,916,777 | $ 1,685,336 | ||
Net loss attributable to common shareholders | $ (9,425,313) | $ (37,707,250) | $ (27,235,057) | |
Net loss per share (in Dollars per share) | $ (2.98) | $ (5.66) | ||
Weighted average number of shares outstanding (in Shares) | 12,652,470 | 4,812,153 | ||
Dune, Inc [Member] | ||||
Acquisition (Details) - Schedule of unaudited pro-forma combined results of operations [Line Items] | ||||
Revenues | $ 4,299,717 | $ 1,212,870 | ||
Net loss attributable to common shareholders | $ (38,265,301) | $ (27,382,216) | ||
Net loss per share (in Dollars per share) | $ (3.02) | $ (5.69) | ||
Weighted average number of shares outstanding (in Shares) | 12,652,470 | 4,812,153 |
Segment Information (Details)_3
Segment Information (Details) - Schedule of reportable segments and corporate - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Accounts receivable, net | $ 222,183 | $ 337,440 | $ 90,355 |
Prepaid expenses and other current assets | 139,726 | 236,665 | 23,856 |
Deposits and other assets | 769,136 | 718,951 | 191,836 |
Intangible assets | 2,536,599 | 2,432,841 | 960,611 |
Goodwill | 1,365,328 | 1,374,835 | 1,035,795 |
Inventory | 879,050 | 106,403 | |
All other assets | 2,811,769 | 3,966,124 | 8,673,863 |
Total Assets | 8,723,791 | 9,173,259 | 10,784,480 |
Accounts payable and accrued liabilities | 6,714,606 | 3,730,540 | 2,638,688 |
Note payable, net of debt discount and issuance costs | 1,787,099 | 1,342,664 | 1,221,539 |
Deferred revenue | 305,555 | 234,159 | 88,637 |
All other Liabilities | 8,529,992 | 177,644 | 1,390,420 |
Total Liabilities | 17,337,252 | 5,485,007 | 5,339,284 |
Creatd Labs [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Accounts receivable, net | 3,800 | ||
Prepaid expenses and other current assets | 43,336 | 48,495 | 19,631 |
Deposits and other assets | 576,551 | 626,529 | |
Intangible assets | |||
Goodwill | |||
Inventory | |||
All other assets | |||
Total Assets | 675,024 | 23,431 | |
Accounts payable and accrued liabilities | 9,693 | 6,221 | |
Note payable, net of debt discount and issuance costs | 129,634 | 313,979 | 55,928 |
Deferred revenue | 161,112 | 161,112 | |
All other Liabilities | |||
Total Liabilities | 484,784 | 62,149 | |
Creatd Ventures [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Accounts receivable, net | 4,973 | 2,884 | |
Prepaid expenses and other current assets | |||
Deposits and other assets | |||
Intangible assets | 1,637,924 | ||
Goodwill | 25,139 | ||
Inventory | 106,403 | ||
All other assets | |||
Total Assets | 1,772,350 | ||
Accounts payable and accrued liabilities | 766,253 | ||
Note payable, net of debt discount and issuance costs | 170,365 | ||
Deferred revenue | 13,477 | ||
All other Liabilities | |||
Total Liabilities | 779,730 | ||
Creatd Partners [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Accounts receivable, net | 217,210 | 334,556 | 86,555 |
Prepaid expenses and other current assets | |||
Deposits and other assets | |||
Intangible assets | 783,676 | 960,611 | |
Goodwill | 1,349,696 | 1,035,795 | |
Inventory | |||
All other assets | |||
Total Assets | 2,467,928 | 2,082,961 | |
Accounts payable and accrued liabilities | 6,232 | 83,964 | |
Note payable, net of debt discount and issuance costs | |||
Deferred revenue | 144,443 | 59,570 | 88,637 |
All other Liabilities | |||
Total Liabilities | 65,802 | 172,601 | |
Corporate [Member] | |||
Condensed Balance Sheet Statements, Captions [Line Items] | |||
Accounts receivable, net | |||
Prepaid expenses and other current assets | 96,390 | 188,170 | 4,225 |
Deposits and other assets | 192,585 | 92,422 | |
Intangible assets | 11,241 | ||
Goodwill | |||
Inventory | |||
All other assets | 2,811,769 | 3,966,124 | 8,673,863 |
Total Assets | 4,257,957 | 8,678,088 | |
Accounts payable and accrued liabilities | 2,948,362 | 2,548,503 | |
Note payable, net of debt discount and issuance costs | 1,487,100 | 1,028,685 | 1,165,611 |
Deferred revenue | |||
All other Liabilities | $ 8,529,992 | 177,644 | 1,390,420 |
Total Liabilities | $ 4,154,691 | $ 5,104,534 |
Segment Information (Details)_4
Segment Information (Details) - Schedule of financial information related to our reportable segments and corporate - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||||||
Net revenue | $ 1,022,851 | $ 1,179,620 | $ 3,997,490 | $ 2,894,390 | $ 4,299,717 | $ 1,212,870 |
Cost of revenue | 1,404,562 | 1,418,213 | 4,771,151 | 4,160,743 | 5,300,037 | 1,495,042 |
Gross margin | (381,711) | (238,593) | (773,661) | (1,266,353) | (1,000,320) | (282,172) |
Research and development | 234,965 | 322,946 | 686,131 | 708,396 | 983,528 | 257,431 |
Marketing | 646,520 | 1,812,400 | 4,016,051 | 8,049,579 | 9,626,982 | 2,854,904 |
Stock based compensation | 9,661,168 | 6,861,163 | ||||
Impairment of goodwill | 1,035,795 | |||||
General and administrative not including depreciation, amortization, or Impairment | 4,087,055 | 2,385,135 | 10,956,046 | 5,551,049 | 9,975,360 | 5,858,454 |
Depreciation and amortization | 397,440 | 157,761 | ||||
Impairment of intangibles | 688,127 | 11,450 | ||||
Total operating expenses | 5,595,108 | 6,672,381 | 20,205,866 | 19,971,413 | 32,368,400 | 16,001,163 |
Interest expense | (372,106) | (372,106) | ||||
All other expenses | (3,638,327) | (7,557,342) | ||||
Other expenses, net | (4,010,433) | (7,929,448) | ||||
Loss before income tax provision and equity in net loss from unconsolidated investments | (9,526,345) | (9,720,121) | (25,112,331) | (24,925,834) | (37,379,153) | (24,212,783) |
Creatd Labs [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenue | 291,414 | 565,852 | 1,138,904 | 1,388,411 | 1,926,374 | 375,043 |
Cost of revenue | 564,349 | 849,079 | 1,917,039 | 2,482,848 | 3,186,240 | 652,259 |
Gross margin | (272,935) | (283,227) | (778,135) | (1,094,437) | (1,259,866) | (277,216) |
Research and development | 139,997 | 250,474 | 408,810 | 549,426 | 758,293 | 227,656 |
Marketing | 370,584 | 1,540,540 | 2,301,994 | 6,842,142 | 8,182,935 | 2,426,668 |
Stock based compensation | 1,727,021 | 1,226,495 | ||||
Impairment of goodwill | ||||||
General and administrative not including depreciation, amortization, or Impairment | 90,212 | 386,844 | 242,330 | 900,323 | 3,918,130 | 2,301,088 |
Depreciation and amortization | ||||||
Impairment of intangibles | ||||||
Total operating expenses | 14,586,379 | 6,181,907 | ||||
Interest expense | (12,706) | (15,828) | ||||
All other expenses | ||||||
Other expenses, net | (12,706) | (15,828) | ||||
Loss before income tax provision and equity in net loss from unconsolidated investments | (1,001,024) | (2,802,443) | (4,524,814) | (10,286,156) | (15,858,951) | (6,474,951) |
Creatd Ventures [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenue | 316,654 | 3,919 | 1,237,542 | 9,616 | 90,194 | |
Cost of revenue | 502,396 | 174,438 | 1,706,586 | 497,194 | 148,989 | |
Gross margin | (185,742) | (170,519) | (469,044) | (487,578) | (58,940) | |
Research and development | 60 | 131 | 131 | |||
Marketing | 234,760 | 1,458,280 | ||||
Stock based compensation | 1,560,546 | |||||
Impairment of goodwill | ||||||
General and administrative not including depreciation, amortization, or Impairment | 476,386 | 302,764 | 1,279,676 | 76,381 | 1,665,783 | |
Depreciation and amortization | 100,633 | |||||
Impairment of intangibles | ||||||
Total operating expenses | 3,327,093 | |||||
Interest expense | ||||||
All other expenses | ||||||
Loss before income tax provision and equity in net loss from unconsolidated investments | (1,008,360) | (506,162) | (4,099,962) | (1,360,766) | (3,385,888) | |
Creatd Partners [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenue | 414,783 | 609,849 | 1,621,044 | 1,496,363 | 2,283,149 | 837,827 |
Cost of revenue | 337,817 | 394,696 | 1,147,526 | 1,180,701 | 1,964,808 | 842,783 |
Gross margin | 76,966 | 215,153 | 473,518 | 315,662 | 318,341 | (4,956) |
Research and development | 94,968 | 72,412 | 277,321 | 158,839 | 225,104 | 29,775 |
Marketing | 41,176 | 181,240 | 255,777 | 804,958 | 962,698 | 285,490 |
Stock based compensation | 1,884,986 | 1,338,678 | ||||
Impairment of goodwill | 1,035,795 | |||||
General and administrative not including depreciation, amortization, or Impairment | 384,365 | 293,296 | 1,032,487 | 682,602 | 1,600,212 | 939,792 |
Depreciation and amortization | 252,730 | 132,768 | ||||
Impairment of intangibles | 688,127 | |||||
Total operating expenses | 6,649,652 | 2,726,504 | ||||
Interest expense | ||||||
All other expenses | ||||||
Other expenses, net | ||||||
Loss before income tax provision and equity in net loss from unconsolidated investments | (570,197) | (664,326) | (1,984,468) | (2,205,741) | (6,331,311) | (2,731,460) |
Corporate [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Net revenue | ||||||
Cost of revenue | ||||||
Gross margin | ||||||
Research and development | ||||||
Marketing | 90,620 | 402,479 | 481,349 | 142,745 | ||
Stock based compensation | 4,488,615 | 4,295,990 | ||||
Impairment of goodwill | ||||||
General and administrative not including depreciation, amortization, or Impairment | 3,136,092 | 1,672,176 | 8,401,553 | 3,891,743 | 2,791,236 | 2,592,581 |
Depreciation and amortization | 44,076 | 24,993 | ||||
Impairment of intangibles | 11,450 | |||||
Total operating expenses | 11,803,003 | 7,067,759 | ||||
Interest expense | (359,400) | (356,278) | ||||
All other expenses | (3,638,327) | (7,557,342) | ||||
Other expenses, net | (3,997,727) | (7,913,620) | ||||
Loss before income tax provision and equity in net loss from unconsolidated investments | $ (6,946,764) | $ (5,747,190) | $ (14,503,087) | $ (11,073,171) | $ (11,803,003) | $ (14,981,379) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |
Dec. 22, 2017 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes (Details) [Line Items] | |||
Net operating loss (in Dollars) | $ 54 | ||
Federal corporate income Tax in percentage | 0% | 0% | |
Expensing percentage | 100% | 20% | |
Maximum [Member] | |||
Income Taxes (Details) [Line Items] | |||
Federal corporate income Tax in percentage | 35% | ||
Minimum [Member] | |||
Income Taxes (Details) [Line Items] | |||
Federal corporate income Tax in percentage | 21% |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of deferred tax assets - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Deferred Tax Assets Abstract | ||
Depreciation | $ (70,194) | $ (145,749) |
Amortization | 95,115 | 21,096 |
Stock based compensation | 4,369,372 | 1,653,617 |
Expected income tax benefit from NOL carry-forwards | 15,073,606 | 8,780,233 |
Less valuation allowance | (19,467,900) | (10,309,197) |
Deferred tax assets, net of valuation allowance |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of federal statutory income tax rate | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Federal Statutory Income Tax Rate Abstract | ||
Federal statutory income tax rate | 21% | 21% |
State tax rate, net of federal benefit | 7.10% | 6.50% |
Change in valuation allowance on net operating loss carry-forwards | (28.10%) | (27.50%) |
Effective income tax rate | 0% | 0% |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of beginning and ending amount of the unrecognized tax benefit - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Beginning And Ending Amount Of The Unrecognized Tax Benefit Abstract | ||
Balance at January 1, | $ 68,000 | |
Additions based on tax positions relating to the current year | ||
Reductions for tax positions of prior years | (68,000) | |
Balance at December 31, |