Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Apr. 10, 2023 | Jun. 30, 2022 | |
Document Information Line Items | |||
Entity Registrant Name | High Wire Networks, Inc. | ||
Trading Symbol | HWNI | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 227,783,332 | ||
Entity Public Float | $ 3,235,571 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001413891 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 000-53461 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Tax Identification Number | 81-5055489 | ||
Entity Address, Address Line One | 980 N. Federal Highway | ||
Entity Address, Address Line Two | Suite 304 | ||
Entity Address, City or Town | Boca Raton | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33432 | ||
City Area Code | (407) | ||
Local Phone Number | 512-9102 | ||
Title of 12(b) Security | Common stock | ||
Security Exchange Name | NONE | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 3627 | ||
Auditor Name | Sadler, Gibb & Associates, LLC | ||
Auditor Location | Draper, UT |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 886,569 | $ 508,395 |
Accounts receivable, net of allowance of $74,881 | 8,748,034 | 7,961,607 |
Prepaid expenses and other current assets | 1,035,228 | 518,825 |
Current assets of discontinued operations | 2,083,395 | |
Total current assets | 10,669,831 | 11,072,222 |
Property and equipment, net of accumulated depreciation of $294,763 and $160,674, respectively | 1,549,609 | 1,279,515 |
Goodwill | 9,869,146 | 21,696,040 |
Intangible assets, net of accumulated amortization of $2,423,421 and $1,224,261, respectively | 10,430,607 | 11,630,068 |
Operating lease right-of-use assets | 75,778 | 227,132 |
Noncurrent assets of discontinued operations | 52,618 | |
Total assets | 32,594,971 | 45,957,595 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 7,141,844 | 3,686,082 |
Contract liabilities | 2,071,309 | 633,771 |
Loans payable to related parties, net of debt premium of $0 and $988,917, respectively | 209,031 | 1,442,949 |
Current portion of loans payable, net of debt discount of $658,838 and $239,214, respectively | 1,934,694 | 2,773,621 |
Current portion of convertible debentures, net of net debt discount/premium of $0 and $947,398, respectively | 1,598,894 | 3,924,557 |
Factor financing | 3,689,593 | 3,387,070 |
Current portion of derivative liabilities | 4,720,805 | 15,350,119 |
Contingent consideration | 100,000 | 100,000 |
Current portion of operating lease liabilities | 93,623 | 142,925 |
Current liabilities of discontinued operations | 419,204 | |
Total current liabilities | 21,559,793 | 31,860,298 |
Long-term liabilities: | ||
Loans payable, net of current portion | 337,615 | 2,402,969 |
Convertible debentures, net of current portion, net of debt discount of $0 and $1,499,872, respectively | 1,625,000 | 208,374 |
Derivative liabilities, net of current portion | 3,324,126 | 178,220 |
Operating lease liabilities, net of current portion | 126,044 | |
Noncurrent liabilities of discontinued operations | 33,496 | |
Total long-term liabilities | 5,286,741 | 2,949,103 |
Total liabilities | 26,846,534 | 34,809,401 |
Commitments and contingencies (Note 15) | ||
Total mezzanine equity | 17,467,898 | 13,591,503 |
Common stock; $0.00001 and $0.0000001 par value; 1,000,000,000 shares authorized; 164,490,441 and 46,151,188 issued and 164,488,370 and 46,149,117 outstanding as of September 30, 2022 and December 31, 2021, respectively | 1,645 | 462 |
Additional paid-in capital | 20,338,364 | 8,630,910 |
Accumulated deficit | (32,059,470) | (13,024,382) |
Total High Wire Networks, Inc. stockholders’ deficit | (11,719,461) | (4,393,010) |
Noncontrolling interest | 1,949,701 | |
Total stockholders’ deficit | (11,719,461) | (2,443,309) |
Total liabilities and stockholders’ deficit | 32,594,971 | 45,957,595 |
Series A Preferred Stock | ||
Long-term liabilities: | ||
Preferred stock value | 722,098 | 619,229 |
Series B Preferred Stock | ||
Long-term liabilities: | ||
Preferred stock value | ||
Series D Preferred Stock | ||
Long-term liabilities: | ||
Preferred stock value | 11,641,142 | 6,658,457 |
Series E Preferred Stock | ||
Long-term liabilities: | ||
Preferred stock value | $ 5,104,658 | $ 6,313,817 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts receivable, net of allowances (in Dollars) | $ 74,881 | $ 74,881 |
Property and equipment, net of accumulated depreciation (in Dollars) | 294,763 | 160,674 |
Intangible assets, net of accumulated amortization (in Dollars) | 2,423,421 | 1,224,261 |
Related parties, net of debt premium (in Dollars) | 0 | 988,917 |
Net of debt discount (in Dollars) | 658,838 | 239,214 |
Convertible debentures, net of discount (in Dollars) | 0 | 947,398 |
Debt discount, net (in Dollars) | $ 0 | $ 1,499,872 |
Common stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 164,490,441 | 46,151,188 |
Common stock, shares outstanding | 164,488,370 | 46,149,117 |
Series A Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 8,000,000 | 8,000,000 |
Preferred stock, shares issued | 300,000 | 300,000 |
Preferred stock, shares outstanding | 300,000 | 300,000 |
Series B Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 3,500 | $ 3,500 |
Preferred stock, shares authorized | 1,000 | 1,000 |
Preferred stock, shares issued | 1,000 | 1,000 |
Preferred stock, shares outstanding | 1,000 | 1,000 |
Series D Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 10,000 | $ 10,000 |
Preferred stock, shares authorized | 1,590 | 1,590 |
Preferred stock, shares issued | 1,500 | 690 |
Preferred stock, shares outstanding | 1,405 | 645 |
Series E Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 10,000 | $ 10,000 |
Preferred stock, shares authorized | 650 | 650 |
Preferred stock, shares issued | 650 | 650 |
Preferred stock, shares outstanding | 526 | 650 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue | $ 55,049,441 | $ 27,206,689 |
Operating expenses: | ||
Cost of revenues | 41,493,916 | 19,013,428 |
Depreciation and amortization | 1,333,768 | 506,364 |
Salaries and wages | 15,360,001 | 6,901,236 |
General and administrative | 8,696,820 | 4,460,090 |
Goodwill impairment charge | 11,826,894 | |
Total operating expenses | 78,711,399 | 30,881,118 |
Loss from operations | (23,661,958) | (3,674,429) |
Other (expenses) income: | ||
Interest expense | (1,344,572) | (538,279) |
Loss on settlement of debt | (260,932) | (6,251,954) |
Amortization of discounts on convertible debentures and loans payable | (3,196,589) | (777,953) |
Amortization of premiums on convertible debentures and loans payable to related parties | 1,031,353 | 837,974 |
Gain (loss) on change in fair value of derivatives | 6,445,531 | (166,188) |
Exchange loss | (7,549) | (3,558) |
Initial derivative expense | (1,289,625) | (4,750,064) |
Gain (loss) on settlement of warrants | 176,735 | (127,973) |
Management fee income | 625,487 | |
Gain on PPP loan forgiveness | 2,000,000 | 873,734 |
Other income | 281,132 | 275,573 |
Total other income (expense) | 3,835,484 | (10,003,201) |
Net loss from continuing operations before income taxes | (19,826,474) | (13,677,630) |
Provision for income taxes | ||
Net loss from continuing operations | (19,826,474) | (13,677,630) |
Net income from discontinued operations, net of tax | 662,899 | 675,355 |
Less: net loss (income) from discontinued operations attributable to noncontrolling interest | 128,487 | (337,677) |
Net loss attributable to High Wire Networks, Inc. | (19,035,088) | (13,339,952) |
Less: deemed dividend - Series D preferred stock modification | (5,852,000) | |
Net loss attributable to High Wire Networks, Inc. common shareholders | $ (19,035,088) | $ (19,191,952) |
Loss per share attributable to High Wire Networks, Inc. common shareholders, basic and diluted: | ||
Net loss from continuing operations (in Dollars per share) | $ (0.29) | $ (1.04) |
Net income from discontinued operations, net of taxes (in Dollars per share) | 0.01 | 0.04 |
Net loss per share (in Dollars per share) | $ (0.28) | $ (1) |
Weighted average common shares outstanding, basic and diluted (in Shares) | 68,713,880 | 19,146,572 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parentheticals) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Weighted average common shares outstanding, basic and diluted | 68,713,880 | 19,146,572 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholder’s (Deficit) Equity - USD ($) | Common stock | Additional paid-in capital | (Accumulated deficit)/retained earnings | Non controlling interest | Total |
Balance at Dec. 31, 2020 | $ 298,542 | $ 802,370 | $ 1,612,024 | $ 2,712,936 | |
Balance (in Shares) at Dec. 31, 2020 | |||||
Issuance of shares for reverse merger | $ 255 | 5,561,720 | 5,561,975 | ||
Issuance of shares for reverse merger (in Shares) | 25,474,625 | ||||
Stock compensation in connection with reverse merger | 729,292 | 729,292 | |||
Fair value of convertible debt issued to HWN shareholders | (486,800) | (486,800) | |||
Issuance of common stock upon conversion of convertible debentures | $ 151 | 5,783,338 | 5,783,489 | ||
Issuance of common stock upon conversion of convertible debentures (in Shares) | 15,209,845 | ||||
Issuance of common stock upon conversion of Series A preferred stock | $ 20 | 404,751 | 404,771 | ||
Issuance of common stock upon conversion of Series A preferred stock (in Shares) | 2,011,292 | ||||
Issuance of common stock upon conversion of Series D preferred stock | $ 21 | 464,523 | 464,544 | ||
Issuance of common stock upon conversion of Series D preferred stock (in Shares) | 2,045,454 | ||||
Issuance of common stock upon exercise of warrants | $ 15 | 758,442 | 758,457 | ||
Issuance of common stock upon exercise of warrants (in Shares) | 1,407,901 | ||||
Stock-based compensation | 482,302 | 482,302 | |||
Series D preferred stock deemed dividend | (5,852,000) | (5,852,000) | |||
Net income (loss) | (13,339,952) | 337,677 | (13,002,275) | ||
Balance at Dec. 31, 2021 | $ 462 | 8,630,910 | (13,024,382) | 1,949,701 | (2,443,309) |
Balance (in Shares) at Dec. 31, 2021 | 46,149,117 | ||||
Issuance of common stock upon conversion of convertible debentures | $ 187 | 2,554,261 | 2,554,448 | ||
Issuance of common stock upon conversion of convertible debentures (in Shares) | 18,698,727 | ||||
Issuance of common stock upon conversion of Series D preferred stock | $ 23 | 516,136 | 516,159 | ||
Issuance of common stock upon conversion of Series D preferred stock (in Shares) | 2,315,609 | ||||
Issuance of common stock upon conversion of Series E preferred stock | $ 57 | $ 1,209,102 | $ 1,209,159 | ||
Issuance of common stock upon conversion of Series E preferred stock (in Shares) | 5,658,250 | ||||
Issuance of common stock pursuant to PIPE transaction (in Shares) | 916 | 6,199,084 | 6,200,000 | ||
Issuance of common stock pursuant to PIPE transaction (in Shares) | 91,666,667 | ||||
Stock-based compensation | $ 1,228,871 | $ 1,228,871 | |||
Disposal of JTM | (1,949,701) | (1,949,701) | |||
Net income (loss) | (19,035,088) | (19,035,088) | |||
Balance at Dec. 31, 2022 | $ 1,645 | $ 20,338,364 | $ (32,059,470) | $ (11,719,461) | |
Balance (in Shares) at Dec. 31, 2022 | 164,488,370 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Cash Flows [Abstract] | ||
Net loss | $ (19,826,474) | $ (13,677,630) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Gain (loss) on change in fair value of derivative liabilities | (6,445,531) | 166,188 |
Loss on settlement of debt | 260,932 | 6,251,954 |
Amortization of discounts on convertible debentures and loans payable | 3,196,589 | 777,953 |
Amortization of premiums on convertible debentures and loans payable to related parties | (1,031,353) | (837,974) |
Depreciation and amortization | 1,333,768 | 506,364 |
Amortization of operating lease right-of-use assets | 151,354 | 12,357 |
Stock-based compensation related to stock options | 1,228,871 | 1,211,594 |
Stock-based compensation related to Series D issuances | 5,498,845 | |
Gain on PPP loan forgiveness | (2,000,000) | (873,734) |
Initial derivative expense | 1,289,625 | 4,750,064 |
(Gain) loss on settlement of warrants | (176,735) | 127,973 |
Gain on disposal of JTM | (919,873) | |
Goodwill impairment charge | 11,826,894 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (786,427) | (6,905,345) |
Contract assets | 487,509 | |
Prepaid expenses and other current assets | (516,403) | (417,505) |
Accounts payable and accrued liabilities | 3,584,098 | 3,180,185 |
Contract liabilities | 1,437,538 | 449,321 |
Operating lease liabilities | (175,346) | (120,750) |
Net cash used in operating activities of continuing operations | (2,069,628) | (4,911,476) |
Net cash provided by operating activities of discontinued operations | 128,487 | 703,717 |
Net cash used in operating activities | (1,941,141) | (4,207,759) |
Cash flows from investing activities: | ||
Purchase of equipment | (404,701) | (93,347) |
Cash received in connection with disposal of JTM | 475,000 | |
Cash paid to acquire business | (2,500,000) | |
Restricted cash acquired in reverse merger | 2,000,000 | |
Net cash provided by (used in) investing activities | 70,299 | (593,347) |
Cash flows from financing activities: | ||
Proceeds from related party advances | 380,000 | |
Repayments of related party advances | (380,000) | |
Proceeds from loans payable | 3,374,965 | 970,000 |
Repayments of loans payable | (5,384,457) | (377,440) |
Proceeds from convertible debentures | 500,000 | 2,375,000 |
Repayments of convertible debentures | (2,744,015) | (94,260) |
Proceeds from factor financing | 28,984,034 | 10,678,029 |
Repayments of factor financing | (28,681,511) | (9,259,775) |
Proceeds from Securities Purchase Agreement | 6,200,000 | |
Proceeds from Cares Act loans | 873,465 | |
Net cash provided by financing activities of continuing operations | 2,249,016 | 5,165,019 |
Net cash used in financing activities of discontinued operations | (40,195) | |
Net cash provided by financing activities | 2,249,016 | 5,124,824 |
Net increase in cash | 378,174 | 323,718 |
Cash, beginning of period | 508,395 | 184,677 |
Cash, end of period | 886,569 | 508,395 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 1,172,388 | 234,748 |
Cash paid for income taxes | ||
Non-cash investing and financing activities: | ||
Common stock issued for conversion of convertible debentures | 2,554,448 | 4,400,573 |
Common stock issued for conversion of Series D preferred stock | 516,159 | 464,544 |
Issuance of Series D preferred stock | 5,498,845 | 5,852,000 |
Common stock issued for conversion of Series E preferred stock | 1,209,159 | |
Receivable from JTM disposition | 50,000 | |
Original issue discounts on loans payable | 1,524,835 | |
Common stock issued for conversion of Series A preferred stock | 404,771 | |
Common stock issued upon cashless exercise of warrants | 758,457 | |
Related party note issued | 100,000 | |
Convertible debentures issued | 250,000 | |
Common stock issued for conversion of convertible loans payable to related parties | 1,382,916 | |
Debt discount against derivative liability | 2,375,000 | |
Original issuance discounts on convertible debt | 125,000 | |
Original issuance discounts on loans payable | 280,000 | |
Fair value of Series E at issuance and net assets acquired in acquisition of SVC | 7,963,817 | |
Net assets acquired in reverse merger | $ 21,334,282 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2022 | |
Organization [Abstract] | |
Organization | 1. Organization HWN, Inc., (d/b/a High Wire Network Solutions, Inc.) (“HWN” or the “Company”) was incorporated in Delaware on January 20, 2017. The Company is a global provider of managed cybersecurity, managed networks, and tech enabled professional services delivered exclusively through a channel sales model. The Company’s Overwatch managed security platform-as-a-service offers organizations end-to-end protection for networks, data, endpoints and users via multiyear recurring revenue contracts in this fast-growing technology segment. HWN and JTM Electrical Contractors, Inc. (“JTM”), an Illinois Corporation, entered into an operating agreement through which High Wire owned 50% of JTM. On June 16, 2021, the Company completed a merger with Spectrum Global Solutions, Inc. On January 7, 2022, Spectrum Global Solutions, Inc. legally changed its name to High Wire Networks, Inc. (“High Wire” or, collectively with HWN, “the Company”). The merger was accounted for as a reverse merger. At the time of the reverse merger, High Wire’s subsidiaries included ADEX Corporation, ADEX Puerto Rico LLC, ADEX Canada, ADEX Towers, Inc. and ADEX Telecom, Inc. (collectively “ADEX” or the “ADEX Entities”), AW Solutions Puerto Rico, LLC (“AWS PR”), and Tropical Communications, Inc. (“Tropical”). For accounting purposes, HWN is the surviving entity. High Wire was incorporated in the State of Nevada on January 22, 2007 to acquire and commercially exploit various new energy related technologies through licenses and purchases. On December 8, 2008, High Wire reincorporated in the province of British Columbia, Canada. On November 4, 2021, the Company closed on its acquisition of Secure Voice Corp (“SVC”). The closing of the acquisition was facilitated by a senior secured promissory note. On February 15, 2022, HWN sold its 50% interest in JTM (refer to Note 3, Reverse Merger and Acquisitions/Disposals, for additional detail). As of December 31, 2021, the Company classified JTM as held-for-sale. Additionally, the sale of High Wire’s 50% interest in JTM qualified for discontinued operations treatment (refer to Note 18, Discontinued Operations, for additional detail). On March 6, 2023, HWN divested the ADEX Entities (refer to Note 19, Subsequent Events, for additional detail). The Company’s AWS PR and Tropical subsidiaries are professional, multi-service line, telecommunications infrastructure companies that provide outsourced services to the wireless and wireline industry. The Company’s SVC subsidiary is a wholesale network services provider with network footprint and licenses in the Northeast and Southeast United States as well as Texas. This network carries VoIP and other traffic for other service providers. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Significant Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Basis of Presentation/Principles of Consolidation These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States. These consolidated financial statements include the accounts of the Company as well as High Wire and its subsidiaries, AWS PR, Tropical, SVC, and the former ADEX Entities. All subsidiaries are wholly-owned. All inter-company balances and transactions have been eliminated. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to allowance for doubtful accounts, the estimated useful lives and recoverability of long-lived assets, equity component of convertible debt, stock-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Cash and Cash Equivalents The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. Accounts Receivable Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company records unbilled receivables for services performed but not billed. Management reviews a customer’s credit history before extending credit. The Company maintains an allowance for doubtful accounts for estimated losses. Estimates of uncollectible amounts are reviewed each period, and changes are recorded in the period in which they become known. Management analyzes the collectability of accounts receivable each period. This review considers the aging of account balances, historical bad debt experience, and changes in customer creditworthiness, current economic trends, customer payment activity and other relevant factors. Should any of these factors change, the estimate made by management may also change. The allowance for doubtful accounts at December 31, 2022 and 2021 was $74,881. Property and Equipment Property and equipment are stated at cost. The Company depreciates the cost of property and equipment over their estimated useful lives at the following annual rates: Computers and office equipment 3-7 years straight-line basis Vehicles 3-5 years straight-line basis Leasehold improvements 5 years straight-line basis Software 5 years straight-line basis Machinery and equipment 5 years straight-line basis Goodwill The Company tests its goodwill for impairment at least annually on December 31st and whenever events or circumstances change that indicate impairment may have occurred. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others: a significant decline in the Company’s expected future cash flows; a significant adverse change in legal factors or in the business climate; unanticipated competition; and slower growth rates. Any adverse change in these factors could have a significant impact on the recoverability of goodwill and the Company’s consolidated financial results. The Company tests goodwill by estimating fair value using a Discounted Cash Flow (“DCF”) model. The key assumptions used in the DCF model to determine the highest and best use of estimated future cash flows include revenue growth rates and profit margins based on internal forecasts, terminal value and an estimate of a market participant’s weighted-average cost of capital used to discount future cash flows to their present value. There were no impairment charges during the year ended December 31, 2021. As of December 31, 2022, the Company identified indicators of potential impairment. As a result, a goodwill impairment charge of $11,826,894 was recorded to the consolidated statement of operations for the year ended December 31, 2022. Intangible Assets At December 31, 2022 and 2021, definite-lived intangible assets consist of tradenames and customer relationships which are being amortized over their estimated useful lives of 10 years. The Company periodically evaluates the reasonableness of the useful lives of these assets. Once these assets are fully amortized, they are removed from the accounts. These assets are reviewed for impairment or obsolescence when events or changes in circumstances indicate that the carrying amount may not be recoverable. If impaired, intangible assets are written down to fair value based on discounted cash flows or other valuation techniques. The Company has no intangibles with indefinite lives. For long-lived assets, impairment losses are only recorded if the asset’s carrying amount is not recoverable through its undiscounted, probability-weighted future cash flows. The Company measures the impairment loss based on the difference between the carrying amount and the estimated fair value. When an impairment exists, the related assets are written down to fair value. There were no impairment charges during the years ended December 31, 2022 and 2021. Long-lived Assets In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 360, “ Property, Plant and Equipment Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “ Accounting for Income Taxes The Company conducts business, and files federal and state income, franchise or net worth, tax returns in Canada, the United States, in various states within the United States and the Commonwealth of Puerto Rico. The Company determines its filing obligations in a jurisdiction in accordance with existing statutory and case law. The Company may be subject to a reassessment of federal and provincial income taxes by Canadian tax authorities for a period of three years from the date of the original notice of assessment in respect of any particular taxation year. For Canadian and U.S. income tax returns, the open taxation years range from 2010 to 2022. In certain circumstances, the U.S. federal statute of limitations can reach beyond the standard three year period. U.S. state statutes of limitations for income tax assessment vary from state to state. Tax authorities of Canada and U.S. have not audited any of the Company’s, or its subsidiaries’, income tax returns for the open taxation years noted above. Significant management judgment is required in determining the provision for income taxes, and in particular, any valuation allowance recorded against the Company’s deferred tax assets. Deferred tax assets are regularly reviewed for recoverability. The Company currently has significant deferred tax assets resulting from net operating loss carryforwards and deductible temporary differences, which should reduce taxable income in future periods. The realization of these assets is dependent on generating future taxable income. The Company follows the guidance set forth within ASC 740, “ Income Taxes Prior to 2021, the Company had elected to be treated as a Subchapter S Corporation for income tax purposes, and as such recognized no income tax liability or benefit. Revenue Recognition The Company recognizes revenue based on the five criteria for revenue recognition established under ASC 606, “ Revenue from Contracts with Customers Contract Types The Company’s contracts fall under two main types: 1) fixed-price and 2) time-and-materials. Fixed-price contracts are based on purchase order line items that are billed on individual invoices as the project progresses and milestones are reached. Time-and-materials contracts include employees working permanently at customer locations and materials costs incurred by those employees. A significant portion of the Company’s revenues come from customers with whom the Company has a master service agreement (“MSA”). These MSA’s generally contain customer specific service requirements. Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in the new revenue standard. The contract transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. For the Company’s different revenue service types, the performance obligation is satisfied at different times. For professional services revenue, the performance obligation is met when the work is performed. In certain cases, this may be each day or each week, depending on the customer. For construction services, the performance obligation is met when the work is completed and the customer has approved the work. Revenue Service Types The following is a description of the Company’s revenue service types, which include professional services and construction: ● Professional services are services provided to the clients where the Company delivers distinct contractual deliverables and/or services. Deliverables may include but are not limited to: engineering drawings, designs, reports and specification. Services may include, but are not limited to: consulting or professional staffing to support our client’s objectives. Consulting or professional staffing services may be provided remotely or on client premises and under their direction and supervision. ● Construction Services are services provided to the client where the Company may self-perform or subcontract services that require the physical construction of infrastructure or installation of equipment and materials. Disaggregation of Revenues The Company disaggregates its revenue from contracts with customers by contract type. See the below table: Revenue by contract type Year Ended Year Ended Fixed-price $ 33,720,959 $ 17,290,122 Time-and-materials 21,328,482 9,916,567 Total $ 55,049,441 $ 27,206,689 The Company also disaggregates its revenue by operating segment and geographic location (refer to Note 16, Segment Disclosures, for additional information). Accounts Receivable Accounts receivable include amounts from work completed in which the Company has billed. The amounts due are stated at their net estimated realizable value. The Company maintains an allowance for doubtful accounts to provide for the estimated amount of receivables that will not be collected. The allowance is based upon an assessment of customer creditworthiness, historical payment experience, the age of outstanding receivables and collateral to the extent applicable. Contract Assets and Liabilities Contract assets include costs and services incurred on contracts with open performance obligations. These amounts are included in contract assets on the consolidated balance sheets. At December 31, 2022 and 2021, the Company did not have any contract assets. Contract liabilities include payment received for incomplete performance obligations and are included in contract liabilities on the consolidated balance sheets. At December 31, 2022 and 2021, contract liabilities totaled $2,071,309 and $633,771, respectively. Cost of Revenues Cost of revenues includes all direct costs of providing services under the Company’s contracts, including costs for direct labor provided by employees, services by independent subcontractors, operation of capital equipment, direct materials, insurance claims and other direct costs. Research and Development Costs Research and development costs are expensed as incurred. Stock-based Compensation The Company records stock-based compensation in accordance with ASC 718, “ Compensation – Stock Compensation The Company accounts for stock-based compensation awards issued to non-employees for services, as prescribed by ASC 718, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the measurement date guidelines enumerated in Accounting Standards Update (“ASU”) 2018-07. The Company uses certain pricing models to calculate the fair value of stock-based awards. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to, the Company’s expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the consolidated statement of operations over the requisite service period. Loss per Share The Company computes loss per share in accordance with ASC 260, “ Earnings per Share Leases The Company adopted ASC 842, “ Leases The new leasing standard requires recognition of leases on the consolidated balance sheets as right-of-use (“ROU”) assets and lease liabilities. ROU assets represent the Company’s right to use underlying assets for the lease terms and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value and future minimum lease payments over the lease term at commencement date. As the Company’s leases do not provide an implicit rate, the Company uses its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. A number of the Company’s lease agreements contain options to renew and options to terminate the leases early. The lease term used to calculate ROU assets and lease liabilities only includes renewal and termination options that are deemed reasonably certain to be exercised. The Company recognized lease liabilities, with corresponding ROU assets, based on the present value of unpaid lease payments for existing operating leases longer than twelve months as of January 1, 2019. The ROU assets were adjusted per ASC 842 transition guidance for existing lease-related balances of accrued and prepaid rent, unamortized lease incentives provided by lessors, and restructuring liabilities, Operating lease cost is recognized as a single lease cost on a straight-line basis over the lease term and is recorded in selling, general and administrative expenses. Variable lease payments for common area maintenance, property taxes and other operating expenses are recognized as expense in the period when the changes in facts and circumstances on which the variable lease payments are based occur. The Company has elected not to separate lease and non-lease components for all property leases for the purposes of calculating ROU assets and lease liabilities. Going Concern Assessment Management assesses going concern uncertainty in the Company’s consolidated financial statements to determine whether there is sufficient cash on hand and working capital, including available borrowings on loans, to operate for a period of at least one year from the date the consolidated financial statements are issued or available to be issued, which is referred to as the “look-forward period”, as defined in GAAP. As part of this assessment, based on conditions that are known and reasonably knowable to management, management will consider various scenarios, forecasts, projections, estimates and will make certain key assumptions, including the timing and nature of projected cash expenditures or programs, its ability to delay or curtail expenditures or programs and its ability to raise additional capital, if necessary, among other factors. Based on this assessment, as necessary or applicable, management makes certain assumptions around implementing curtailments or delays in the nature and timing of programs and expenditures to the extent it deems probable those implementations can be achieved and management has the proper authority to execute them within the look-forward period. The Company generated losses in 2022 and 2021, and High Wire has generated losses since its inception and has relied on cash on hand, sales of securities, external bank lines of credit, and issuance of third-party and related party debt to support cash flow from operations. As of and for the year ended December 31, 2022, the Company had an operating loss of $23,661,958, cash flows used in operations of $1,941,141, and a working capital deficit of $10,889,962. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern for a period of one year from the issuance of these consolidated financial statements. The impact of COVID-19 on the Company’s business has been considered in these assumptions; however, it is too early to know the full impact of COVID-19 or its timing on a return to more normal operations. Further, the recently enacted CARES Act provides for economic assistance loans through the SBA. As of December 31, 2022, ADEX had $10,000 of PPP loans outstanding from the SBA under the CARES Act (in connection with the divestiture of the ADEX Entities, the buyer assumed this note. Refer to Note 19, Subsequent Events, for additional detail). The PPP provides that the PPP loans may be partially or wholly forgiven if the funds are used for certain qualifying expenses as described in the CARES Act. ADEX used the proceeds from the PPP loans for qualifying expenses and is applying for forgiveness of the PPP loans in accordance with the terms of the CARES Act. The accompanying consolidated financial statements have been prepared on a going concern basis under which the Company is expected to be able to realize its assets and satisfy its liabilities in the normal course of business. Management believes that based on relevant conditions and events that are known and reasonably knowable (including the cash proceeds from the Securities Purchase Agreement discussed in Note 11, Common Stock), its forecasts of operations for one year from the date of the filing of the consolidated financial statements in the Company’s Annual Report on Form 10-K indicate improved operations and the Company’s ability to continue operations as a going concern. The Company has contingency plans to reduce or defer expenses and cash outlays should operations not improve in the look forward period. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of management to raise additional equity capital through private and public offerings of its common stock, and the attainment of profitable operations. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management requires additional funds over the next twelve months to fully implement its business plan. Management is currently seeking additional financing through the sale of equity and from borrowings from private lenders to cover its operating expenditures. There can be no certainty that these sources will provide the additional funds required for the next twelve months. Recent Accounting Pronouncements ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ASU 2019-12, Simplifying the Accounting for Income Taxes ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Derivatives and Hedging: Contracts in Entity’s Own Equity ASU 2021-08, Business Combination (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Any other new accounting pronouncements recently issued, but not yet effective, have been reviewed and determined to be not applicable or were related to technical amendments or codification. As a result, the adoption of such new accounting pronouncements, when effective, is not expected to have a material effect on the Company’s financial position or results of operations. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and accounts receivables. The Company maintains its cash balances with high-credit-quality financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. These deposits may be withdrawn upon demand and therefore bear minimal risk. As of December 31, 2022, HWN had a cash balance in excess of provided insurance of $36,643. The Company provides credit to customers on an uncollateralized basis after evaluating client creditworthiness. For the year ended December 31, 2022, one customer accounted for 27% of consolidated revenues for the period. In addition, amounts due from this customer represented 27% of trade accounts receivable as of December 31, 2022. For the year ended December 31, 2021, three customers accounted for 17%, 17%, and 13%, respectively, of consolidated revenues for the period. In addition, amounts due from these customers represented 6%, 7%, and 15%, respectively, of trade accounts receivable as of December 31, 2021. Two other customers accounted for 18% and 15%, respectively, of trade accounts receivable as of December 31, 2021. The Company’s customers are primarily located within the domestic United States of America, Puerto Rico, and Canada. Revenues generated within the domestic United States of America accounted for approximately 96% and 95% of consolidated revenues for the years ended December 31, 2022 and 2021, respectively. Revenues generated from customers in Puerto Rico and Canada accounted for approximately 4% and 5% of consolidated revenues for the years ended December 31, 2022 and 2021, respectively. Fair Value Measurements The Company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy prescribed by US generally accepted accounting principles. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available. The three-level hierarchy is defined as follows: Level 1 – quoted prices for identical instruments in active markets; Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations in which significant inputs and significant value drivers are observable in active markets; and Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Financial instruments consist principally of cash and cash equivalents, accounts receivable, restricted cash, accounts payable, loans payable and convertible debentures. Derivative liabilities are determined based on “Level 3” inputs, which are significant and unobservable and have the lowest priority. There were no transfers into or out of “Level 3” during the years ended December 31, 2022 and 2021. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. The Company’s financial assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2022 and 2021 consisted of the following: Total fair value at Quoted prices in Quoted prices in Quoted prices in Description: Derivative liability (1) $ 8,044,931 $ - $ - $ 8,044,931 Total fair value at Quoted prices in Quoted prices in active Quoted prices in Description: Derivative liability (1) $ 15,528,339 $ - $ - $ 15,528,339 (1) The Company has estimated the fair value of these derivatives using the Monte-Carlo model. Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial statement. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. Refer to Note 10, Derivative Liabilities, for additional information. Derivative Liabilities The Company accounts for derivative instruments in accordance with ASC 815, “ Derivatives and Hedging Sequencing Policy Under ASC 815-40-35, the Company has adopted a sequencing policy whereby, in the event that reclassification of contracts from equity to assets or liabilities is necessary pursuant to ASC 815 due to the Company’s inability to demonstrate it has sufficient authorized shares as a result of certain securities with a potentially indeterminable number of shares, shares will be allocated on the basis of the earliest issuance date of potentially dilutive instruments, with the earliest grants receiving the first allocation of shares. Pursuant to ASC 815, issuance of securities to the Company’s employees or directors are not subject to the sequencing policy. |
Reverse Merger and Acquisitions
Reverse Merger and Acquisitions/Disposals | 12 Months Ended |
Dec. 31, 2022 | |
Reverse Merger And Acquisitions Disposals Abstract | |
Reverse Merger and Acquisitions/Disposals | 3. Reverse Merger and Acquisitions/Disposals Reverse Merger On June 16, 2021, the Company consummated a reverse merger in which HWN, Inc. became a legal subsidiary of Spectrum Global Solutions, Inc., but HWN, Inc. was deemed to be the accounting acquirer. HWN shareholders exchanged 100% of the common stock of HWN for 350 shares newly issued shares of the Company’s Series D preferred stock and 1,000 shares of the Company’s previously issued Series B preferred stock (formerly held by management of legacy Spectrum Global Solutions, Inc.). The purpose of the acquisition was to continue to increase revenue. The acquisition was accounted for under the acquisition method of accounting which requires the consideration given, assets acquired, and liabilities assumed to be measured at fair value. In measuring the consideration transferred, since this was a reverse merger between a public company (as the legal acquirer) and a private company (as the accounting acquirer), the fair value of the legal acquirer’s public stock generally was more reliably determinable than the fair value of the accounting acquirer’s private stock. As such, the determination and measurement of the consideration transferred was based on the fair value of the legal acquirer’s stock rather than the fair value of the accounting acquirer’s stock. Further, since this was a reverse merger for accounting purposes, the consideration transferred includes the equity-based instruments retained by the legacy shareholders of Spectrum Global Solutions, Inc. The fair value of the assets acquired, liabilities assumed, and consideration transferred denoted below are final and based on the management’s best estimates using information that it has obtained as of the reporting date. The fair value of the consideration transferred and liabilities assumed are as follows: Fair Value Purchase consideration Common stock $ 5,561,975 Convertible debt 1,049,638 Derivative liabilities 6,929,000 Loans payable 2,377,400 Loans payable, related parties 2,447,252 Lease liabilities 106,615 Fair value of stock options 204,715 Fair value of warrants 362,687 Fair value of Series A Preferred 1,024,000 Fair value of Series D Preferred 1,271,000 Total purchase price $ 21,334,282 The fair value of the net assets acquired are as follows: Allocation of purchase consideration Working capital $ 781,470 Other assets 12,893 Contract assets 426,647 Goodwill 13,667,934 Customer lists 4,720,863 Tradenames 1,724,475 Total enterprise value 21,334,282 Acquisition of SVC On November 4, 2021 the Company closed on a Stock Purchase Agreement with Secure Voice Corp. (“SVC”) and Telecom Assets Corp. (the “Seller”) whereby the Seller sold SVC to Spectrum, in exchange for $2,500,000 in cash and up to $6,500,000 (less up to $2,000,000 in assumed liabilities) of a newly established series of convertible preferred stock of Spectrum (refer to the Series E section of Note 12, Preferred Stock, for additional detail). SVC is a wholesale network services provider with network footprint and licenses in the Northeast and Southeast United States as well as Texas. This network carries VoIP and other traffic for other service providers. The purpose of the acquisition was to continue to increase revenue. The closing of the acquisition was facilitated by the senior secured promissory note described in Note 8, Convertible Debentures. The acquisition was accounted for under the acquisition method of accounting which requires the consideration given, assets acquired, and liabilities assumed to be measured at fair value. The fair value of the assets acquired, liabilities assumed, and consideration transferred denoted below are provisional in nature and based on the management’s best estimates using information that it has obtained as of the reporting date. The Company is awaiting additional valuation information and expects to finalize the purchase price allocation before the end of the fiscal year. The fair value of the consideration transferred and liabilities assumed are as follows: Purchase consideration Fair Value Cash $ 2,500,000 Series E preferred stock 6,313,817 Assumed debt 1,650,000 Total purchase price $ 10,463,817 The fair value of the net assets acquired are as follows: Allocation of purchase consideration Working capital $ (1,110,703 ) Fixed assets 838,800 Goodwill 6,295,674 Customer relationships 3,885,979 Tradenames 554,067 Total enterprise value 10,463,817 Pro Forma The following shows pro forma results for the year ended December 31, 2021 as if the reverse merger and acquisition had occurred on January 1, 2021. Year December 31, 2021 As Reported Pro Forma Revenue $ 27,206,689 $ 39,354,718 Net loss attributable to High Wire Networks, Inc. common shareholders (19,191,952 ) (26,160,463 ) Loss per common share, basic and diluted: (1.00 ) (1.37 ) Disposal of JTM On February 15, 2022, High Wire sold its 50% interest in JTM for $525,000, to be paid with an initial payment of $200,000 and thirteen monthly payments of $25,000. As of December 31, 2022, cash of $475,000 had been received, and two monthly payments totaling $50,000 remain outstanding. This amount is included within prepaid expenses and other current assets on the consolidated balance sheet. The Company considered whether or not this transaction would cause JTM to qualify for discontinued operations treatment. The Company determined that the sale of JTM qualified for discontinued operations treatment as of December 31, 2021 because the sale represents a strategic shift (refer to Note 18, Discontinued Operations, for additional detail). In connection with the sale, the Company recorded a gain on disposal of subsidiary of $919,873 to the consolidated statement of operations for the year ended December 31, 2022. This amount is included within loss on discontinued operations, net of tax on the consolidated statement of operations. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property and Equipment [Abstract] | |
Property and Equipment | 4. Property and Equipment Property and equipment as of December 31, 2022 and 2021 consisted of the following: December 31 December 31 2022 2021 Computers and office equipment $ 167,401 $ 141,100 Vehicles 11,938 11,938 Leasehold improvements 6,113 6,113 Software 820,120 442,238 Machinery and equipment 838,800 838,800 Total 1,844,371 1,440,189 Less: accumulated depreciation (294,763 ) (160,674 ) Equipment, net $ 1,549,609 $ 1,279,515 During the years ended December 31, 2022 and 2021, the Company recorded depreciation expense of $134,607 and $52,959, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets [Abstract] | |
Intangible Assets | 5. Intangible Assets Intangible assets as of December 31, 2022 and 2021 consisted of the following: Cost Accumulated Impairment Net carrying Net carrying Customer relationship and lists $ 9,987,573 $ (1,746,400 ) $ - $ 8,241,173 $ 9,116,803 Trade names 2,866,456 (677,022 ) - 2,189,434 2,513,265 Total intangible assets $ 12,854,029 $ (2,423,422 ) $ - $ 10,430,607 $ 11,630,068 During the years ended December 31, 2022 and 2021, the Company recorded amortization expense of $1,199,161 and $453,405, respectively. The estimated future amortization expense for the next five years and thereafter is as follows: Year ending December 31, 2023 785,805 2024 785,805 2025 785,805 2026 785,805 2027 785,805 Thereafter 6,501,582 Total $ 10,430,607 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 6. Related Party Transactions Loans Payable to Related Parties As of December 31, 2022 and 2021, the Company had outstanding the following loans payable to related parties: December 31, December 31, 2022 2021 Convertible promissory note issued to Keith Hayter, 10% interest, unsecured, matures March 31, 2023, debt premium of $0 and $988,917, respectively $ 109,031 $ 1,342,949 Promissory note issued to Mark Porter, 9% interest, unsecured, matured December 15, 2021, due on demand 100,000 100,000 Total $ 209,031 $ 1,442,949 The Company’s loans payable to related parties have an effective interest rate range of 9.6% to 11.3%. Convertible promissory note, Keith Hayter, 10% interest, unsecured, matures August 31, 2022 On June 15, 2021, in connection with the 2021 merger transaction, the Company assumed High Wire’s convertible promissory note issued to Keith Hayter. The note was originally issued on August 31, 2020 in the principal amount of $554,031. Interest accrues at 10% per annum. All principal and accrued but unpaid interest under the note was originally due on August 31, 2022. The note is convertible into shares of the Company’s common stock at a fixed conversion price of $0.06 per share, subject to adjustment based on the terms of the note. The embedded conversion option does not qualify for derivative accounting. As a result of the conversion price being fixed at $0.06, the note had an original conversion premium of $1,359,761, and the fair value of the note was $378,000. During the period of June 16, 2021 through December 31, 2021, the holder of the note converted $200,000 of principal into shares of the Company’s common stock. During the year ended December 31, 2022, the holder of the note converted $245,000 of principal into shares of the Company’s common stock. As a result of these conversions, the Company recorded a loss on settlement of debt of $320,925 to the consolidated statement of operations for the year ended December 31, 2022. For the year ended December 31, 2022, the Company recorded $988,917 of amortization of premium to the consolidated statement of operations. On September 30, 2022, the Company and the holder of the note mutually agreed to extend the maturity date to October 31, 2022. The terms of the note were unchanged. On October 31, 2022, the Company and the holder of the note mutually agreed to extend the maturity date to November 30, 2022. The terms of the note were unchanged. On December 31, 2022, the Company and the holder of the note mutually agreed to extend the maturity date to March 31, 2023. The terms of the note were unchanged. As of December 31, 2022, the Company owed $109,031 pursuant to this agreement. On January 1, 2023, the note was exchanged by the holder for a new unsecured promissory note with no conversion feature (refer to Note 19, for additional detail). Promissory note, Mark Porter, 9% interest, unsecured, matures December 15, 2021 On June 1, 2021, the Company issued a $100,000 promissory note to the Chief Executive Officer of the Company in connection with the 2021 merger transaction. The note was originally due on December 15, 2021 and bears interest at a rate of 9% per annum. On December 15, 2021, this note matured and is now due on demand. As of December 31, 2022, the Company owed $100,000 pursuant to this agreement. Related party advance from Mark Porter On September 28, 2022, Mark Porter advanced $225,000 to the Company. In exchange for the advance, the Company agreed to pay guaranteed interest of 15%. On September 30, 2022, the Company fully repaid the $225,000 advance. The total payment of $258,750 included the guaranteed interest of $33,750. Related party advances from Stephen LaMarche On May 6, 2022, Stephen LaMarche advanced $100,000 to the Company. In exchange for the advance, the Company agreed to pay guaranteed interest of 25%. Between June 10, 2022 and September 30, 2022, the Company fully repaid the $100,000 advance. The total payments of $125,000 included the guaranteed interest of 25%. On September 28, 2022, Stephen LaMarche advanced $55,000 to the Company. In exchange for the advance, the Company agreed to pay guaranteed interest of 15%. On September 30, 2022, the Company fully repaid the $55,000 advance. The total payment of $63,250 included the guaranteed interest of $8,250. |
Loans Payable
Loans Payable | 12 Months Ended |
Dec. 31, 2022 | |
Loans Payable [Abstract] | |
Loans Payable | 7. Loans Payable As of December 31, 2022 and 2021, the Company had outstanding the following loans payable: December 31, December 31, 2022 2021 Promissory note issued to Cornerstone National Bank & Trust, 4.5% interest, unsecured, matures on October 9, 2024 $ 245,765 $ 304,187 Future receivables financing agreement with Cedar Advance LLC, non-interest bearing, matures August 17, 2023, net of debt discount of $329,419 825,656 - Future receivables financing agreement with Pawn Funding, non-interest bearing, matures August 17, 2023, net of debt discount of $329,419 825,656 - EIDL Loan, 3.75% interest, matures October 12, 2050 147,832 149,284 CARES Act Loans 10,000 2,010,000 Promissory note issued to InterCloud Systems, Inc., non-interest bearing, unsecured and due on demand 217,400 217,400 Promissory note issued to Dominion Capital, LLC, 10% interest, unsecured, matures on September 30, 2022 - 1,552,500 Future receivables financing agreement with Cedar Advance LLC, non-interest bearing, matures August 31, 2022, net of debt discount of $191,371 - 754,575 Future receivables financing agreement with Pawn Funding, non-interest bearing, matures August 31, 2022, net of debt discount of $47,843 - 188,644 Total $ 2,272,309 $ 5,176,590 Less: Current portion of loans payable, net of debt discount (1,934,694 ) (2,773,621 ) Loans payable, net of current portion $ 337,615 $ 2,402,969 Promissory note issued to Cornerstone National Bank & Trust, 4.5% interest, matures October 9, 2024 On October 21, 2019, the Company issued a promissory note to Cornerstone National Bank & Trust with an original principal amount of $420,000. The note bears interest at a rate of 4.5% per annum and the maturity date is October 9, 2024. The Company is to make monthly payments of principal and interest of $5,851, with a final balloon payment of $139,033 due on October 9, 2024. During the year ended December 31, 2021, the Company made cash payments for principal of $54,770. During the year ended December 31, 2022, the Company made cash payments for principal of $58,422. As of December 31, 2022, the Company owed $245,765 pursuant to this agreement. During the period of January 1, 2023 through April 10, 2023, the remaining principal balance was paid using proceeds from factor financing (refer to Note 19, Subsequent Events, for additional detail). Loan with Cedar Advance LLC (2021) On December 14, 2021, the Company, together with its subsidiaries (collectively with the Company, the “Financing Parties”), entered into an Agreement of Sale of Future Receipts (the “Financing Agreement”) with Cedar Advance LLC. Under the Financing Agreement, the Financing Parties sold to Cedar Advance future receivables in an aggregate amount equal to $1,000,000 for a purchase price of $800,000. The Company received cash of $776,000 and recorded a debt discount of $224,000. Pursuant to the terms of the Financing Agreement, the Company agreed to pay Cedar Advance $27,027 each week based upon an anticipated 25% of its future receivables until such time as $1,000,000 has been paid, a period Cedar Advance and the Financing Parties estimated to be approximately nine months. The Financing Agreement also contained customary affirmative and negative covenants, representations and warranties, and default and termination provisions. The effective interest rate was 53%. Additionally, in connection with the Financing Agreement, the Company issued Cedar Advance a warrant to purchase 400,000 shares of the Company’s common stock at an exercise price of $0.25 per share. These warrants expire on December 14, 2024. The warrant qualified for derivative accounting and the conversion option qualified for bifurcation under ASC 815-15 “ Derivatives and Hedging During the year ended December 31, 2021, the Company paid $54,054 of the original balance under the agreement. During the year ended December 31, 2022, the Company paid $945,946 of the original balance under the agreement. As a result of these payments, the amount owed at December 31, 2022 was $0. Loan with Pawn Funding (2021) On December 14, 2021, the Company, together with its subsidiaries (collectively with the Company, the “Financing Parties”), entered into an Agreement of Sale of Future Receipts (the “Financing Agreement”) with Pawn Funding. Under the Financing Agreement, the Financing Parties sold to Pawn Funding future receivables in an aggregate amount equal to $250,000 for a purchase price of $200,000. The Company received cash of $194,000 and recorded a debt discount of $56,000. Pursuant to the terms of the Financing Agreement, the Company agreed to pay Pawn Funding $6,757 each week based upon an anticipated 25% of its future receivables until such time as $250,000 has been paid, a period Pawn Funding and the Financing Parties estimated to be approximately nine months. The Financing Agreement also contained customary affirmative and negative covenants, representations and warranties, and default and termination provisions. The effective interest rate was 53%. Additionally, in connection with the Financing Agreement, the Company issued Pawn Funding a warrant to purchase 200,000 shares of the Company’s common stock at an exercise price of $0.25 per share. These warrants expire on December 14, 2024. The warrant qualified for derivative accounting and the conversion option qualified for bifurcation under ASC 815-15 “ Derivatives and Hedging During the year ended December 31, 2021, the Company paid $13,514 of the original balance under the agreement. During the year ended December 31, 2022, the Company paid $236,486 of the original balance under the agreement. As a result of these payments, the amount owed at December 31, 2022 was $0. Loan with TVT 2.0, LLC On June 23, 2022, the Company, together with its subsidiaries (collectively with the Company, the “Financing Parties”), entered into an Agreement of Sale of Future Receipts (the “Financing Agreement”) with TVT 2.0, LLC. Under the Financing Agreement, the Financing Parties sold to TVT 2.0, LLC future receivables in an aggregate amount equal to $2,100,000 for a purchase price of $1,500,000. The Company received cash of $1,454,965 and recorded a debt discount of $645,035. Pursuant to the terms of the Financing Agreement, the Company agreed to pay TVT 2.0, LLC $43,750 each week based upon an anticipated 25% of its future receivables until such time as $2,100,000 has been paid, a period TVT 2.0, LLC and the Financing Parties estimated to be approximately eleven months. The Financing Agreement also contained customary affirmative and negative covenants, representations and warranties, and default and termination provisions. The estimated effective interest rate is 60.2%. During the year ended December 31, 2022, the Company paid $2,100,000 of the original balance under the agreement. As a result of these payments, the amount owed at December 31, 2022 was $0. Promissory note issued to Dominion Capital, LLC, 10% interest, unsecured, matures on September 30, 2022 On November 4, 2021, in connection with the 2021 acquisition of SVC, the Company assumed SVC’s promissory note issued to Dominion Capital, LLC. The note was originally issued on March 31, 2021 in the principal amount of $2,750,000. As of November 4, 2021, $1,650,000 remained outstanding. The note bears interest at a rate of 10% per annum and the maturity date is February 15, 2023. During the period of November 4, 2021 through December 31, 2021, the Company made cash payments of $255,000. During the year ended December 31, 2022, the Company made cash payments of $1,552,500. As a result of these payments, the amount owed at December 31, 2022 was $0. A loss on settlement of debt of $123,540 was recorded on the consolidated statement of operations for the year ended December 31, 2022. Loan with Cedar Advance LLC (2022) On November 9, 2022, the Company, together with its subsidiaries (collectively with the Company, the “Financing Parties”), entered into an Agreement of Sale of Future Receipts (the “Financing Agreement”) with Cedar Advance LLC. Under the Financing Agreement, the Financing Parties sold to Cedar Advance future receivables in an aggregate amount equal to $1,399,900 for a purchase price of $1,000,000. The Company received cash of $960,000 and recorded a debt discount of $439,900. Pursuant to the terms of the Financing Agreement, the Company agreed to pay Cedar Advance $34,975 each week based upon an anticipated 25% of its future receivables until such time as $1,399,900 has been paid, a period Cedar Advance and the Financing Parties estimate to be approximately nine months. The Financing Agreement also contains customary affirmative and negative covenants, representations and warranties, and default and termination provisions. The effective interest rate is 78%. During the year ended December 31, 2022, the Company paid $244,825 of the original balance under the agreement. At December 31, 2022, the Company owed $1,155,075 pursuant to this agreement and will record accretion equal to the debt discount of $329,419 over the remaining term of the note. In connection with the divestiture of the ADEX Entities, the buyer assumed this note (refer to Note 19, Subsequent Events, for additional detail). Loan with Pawn Funding (2022) On November 9, 2022, the Company, together with its subsidiaries (collectively with the Company, the “Financing Parties”), entered into an Agreement of Sale of Future Receipts (the “Financing Agreement”) with Pawn Funding. Under the Financing Agreement, the Financing Parties sold to Pawn Funding future receivables in an aggregate amount equal to $1,399,900 for a purchase price of $1,000,000. The Company received cash of $960,000 and recorded a debt discount of $439,900. Pursuant to the terms of the Financing Agreement, the Company agreed to pay Pawn Funding $34,975 each week based upon an anticipated 25% of its future receivables until such time as $1,399,900 has been paid, a period Pawn Funding and the Financing Parties estimate to be approximately nine months. The Financing Agreement also contains customary affirmative and negative covenants, representations and warranties, and default and termination provisions. The effective interest rate is 78%. During the year ended December 31, 2022, the Company paid $244,825 of the original balance under the agreement. At December 31, 2022, the Company owed $1,155,075 pursuant to this agreement and will record accretion equal to the debt discount of $329,419 over the remaining term of the note. In connection with the divestiture of the ADEX Entities, the buyer assumed this note (refer to Note 19, Subsequent Events, for additional detail). Promissory note issued to InterCloud Systems, Inc., non-interest bearing, unsecured and due on demand On June 15, 2021, in connection with the 2021 merger transaction, the Company assumed High Wire’s promissory note issued to InterCloud Systems, Inc. The note was originally issued on February 27, 2018 in the principal amount of $500,000. As of June 15, 2021, $217,400 remained outstanding. The note is non-interest bearing and is due on demand. As of December 31, 2022, the Company owed $217,400 pursuant to this agreement. EIDL Loan On June 15, 2021, in connection with the 2021 merger transaction, the Company assumed ADEX’s EIDL loan. The note was originally issued on October 10, 2020 in the principal amount of $150,000. As of June 15, 2021, $150,000 remained outstanding. The note bears interest at a rate of 3.75% per annum and the maturity date is October 12, 2050. During the period of June 16, 2021 through December 31, 2021, the Company made cash payments of $716. During the year ended December 31, 2022, the Company made cash payments of $1,452. As of December 31, 2022, the Company owed $147,832 pursuant to this agreement. In connection with the divestiture of the ADEX Entities, the buyer assumed this note (refer to Note 19, Subsequent Events, for additional detail). CARES Act Loans On June 15, 2021, in connection with the 2021 merger transaction, the Company assumed CARES Act Loans totaling $2,010,000 that were originally received by ADEX. Collectively, these amounts are the “PPP Funds.” These loan agreements were pursuant to the CARES Act. The CARES Act was established in order to enable small businesses to pay employees during the economic slowdown caused by COVID-19 by providing forgivable loans to qualifying businesses for up to 2.5 times their average monthly payroll costs. The amount borrowed under the CARES Act is eligible to be forgiven provided that (a) the Company uses the PPP Funds during the eight week period after receipt thereof, and (b) the PPP Funds are only used to cover payroll costs (including benefits), rent, mortgage interest, and utility costs. The amount of loan forgiveness will be reduced if, among other reasons, the Company does not maintain staffing or payroll levels. Principal and interest payments on any unforgiven portion of the PPP Funds will be deferred for six months and will accrue interest at a fixed annual rate of 1.0% and carry a two year maturity date. There is no prepayment penalty on the CARES Act Loan. On March 1, 2022, ADEX received approval for forgiveness of its $2,000,000 CARES Act Loan. The Company recorded a gain on PPP loan forgiveness of $2,000,000 to the consolidated statement of operations for the year ended December 31, 2022. As of December 31, 2022, the aggregate balance of these loans was $10,000 and is included in loans payable on the consolidated balance sheets. In connection with the divestiture of the ADEX Entities, the seller assumed the remaining CARES Act loan (refer to Note 19, Subsequent Events, for additional detail). |
Convertible Debentures
Convertible Debentures | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Debentures | 8. Convertible Debentures As of December 31, 2022 and 2021, the Company had outstanding the following convertible debentures: December 31, December 31, 2022 2021 Convertible promissory note, Jeffrey Gardner, 6% interest, unsecured, matured September 15, 2021, due on demand $ 125,000 $ 125,000 Convertible promissory note, James Marsh, 6% interest, unsecured, matured September 15, 2021, due on demand 125,000 125,000 Convertible promissory note issued to Roger Ponder, 10% interest, unsecured, matures March 31, 2023, debt premium of $0 and $42,435, respectively 23,894 66,329 Convertible promissory note issued to the Mark Munro 1996 Charitable Remainder UniTrust, 9% interest, unsecured, due April 30, 2024 2,450,000 2,750,000 Convertible promissory note, FJ Vulis and Associates LLC, 12% interest, secured, matures May 11, 2023 500,000 - Convertible promissory note, Cobra Equities SPV, LLC, 18% interest, unsecured, matured June 1, 2019 - 200,000 Convertible promissory note, Cobra Equities SPV, LLC, Tranche 1, 9% interest, secured, matures January 1, 2023, net of debt discount of $0 and $117,556, respectively - 171,918 Convertible promissory note, Cobra Equities SPV, LLC, Tranche 2, 9% interest, secured, matures January 1, 2023, net of debt discount of $0 and $148,173, respectively - 203,932 Convertible promissory note, Dominion Capital, LLC, 9.9% interest, senior secured, matures December 29, 2023, net of debt discount of $0 and $2,223,975, respectively - 276,025 Convertible promissory note, Cobra Equities SPV, LLC, 9.9% interest, senior secured, matures December 29, 2023 - - Convertible promissory note, Cobra Equities SPV, LLC, 10% interest, secured, due on demand - 125,680 Convertible promissory note, Cobra Equities SPV, LLC, 12% interest, secured, due on demand - 89,047 Total 3,223,894 4,132,931 Less: Current portion of convertible debentures, net of debt discount/premium (1,598,894 ) (3,924,557 ) Convertible debentures, net of current portion, net of debt discount $ 1,625,000 $ 208,374 The Company’s convertible debentures have an effective interest rate range of 10.1% to 106.1%. Convertible promissory note, Cobra Equities SPV, LLC, 18% interest, unsecured, matured June 1, 2019 On June 15, 2021, in connection with the 2021 merger transaction, the Company assumed a convertible promissory note issued to Cobra Equities SPV, LLC. The note had been previously assigned to Cobra Equities SPV, LLC by another lender. The amount outstanding as of June 15, 2021 was $406,000, with accrued interest of $16,030. Interest accrues on the note at 18% per annum. The note is convertible into shares of the Company’s common stock at a conversion price equal to 60% of the lowest VWAP for the 10 consecutive trading days immediately preceding the conversion. The embedded conversion option qualified for derivative accounting and the conversion option qualified for bifurcation under ASC 815-15 “ Derivatives and Hedging During the period of June 16, 2021 through December 31, 2021, the holder of the note converted $206,000 of principal and $3,620 of accrued interest into shares of the Company’s common stock. During the year ended December 31, 2022, the holder of the note converted $178,547 of principal and $36,296 of accrued interest into shares of the Company’s common stock (refer to Note 11, Common Stock, for additional detail). During the year ended December 31, 2022, the Company made cash payments of $21,453. As a result of these payments, the amount owed at December 31, 2022 was $0. A loss on settlement of debt of $44,043 was recorded on the consolidated statement of operations for the year ended December 31, 2022. Convertible promissory note, SCS Capital Partners, LLC, 12% interest, secured, matures December 30, 2021 On June 15, 2021, in connection with the 2021 merger transaction, the Company assumed a convertible promissory note issued to SCS, LLC. The note had been previously assigned to SCS, LLC by another lender. The amount outstanding as of June 15, 2021 was $235,989, with accrued interest of $16,763. The interest on the outstanding principal due under the note accrues at a rate of 12% per annum. All principal and accrued but unpaid interest under the note is due on December 30, 2021. The note is convertible into shares of the Company’s common stock at a fixed conversion price of $0.0275 per share. On or after the date of the closing of a subsequent offering, the fixed conversion price shall be 105% of the price of the common stock issued in the subsequent offering. The embedded conversion option qualified for derivative accounting and the conversion option qualified for bifurcation under ASC 815-15 “ Derivatives and Hedging. On September 23, 2021, the holder of the note assigned the note to Cobra Equities SPV, LLC (refer to the “Convertible promissory note, Cobra Equities SPV, LLC, 12% interest, secured, due on demand” section of this note for additional detail). Convertible promissory note, Cobra Equities SPV, LLC, 12% interest, secured, due on demand On September 23, 2021, the holder of the note described in the “Convertible promissory note, SCS Capital Partners, LLC, 12% interest, secured, matures December 30, 2021” section of this note assigned the note to Cobra Equities SPV, LLC. The interest on the outstanding principal due under the note accrued at a rate of 12% per annum. The note was convertible into shares of the Company’s common stock at a fixed conversion price of $0.0275 per share. On or after the date of the closing of a subsequent offering, the fixed conversion price would have been 105% of the price of the common stock issued in the subsequent offering. The note matured on December 30, 2021 and was due on demand. During the period of September 23, 2021 through December 31, 2021, the holder of the note converted $146,942 of principal and $112,700 of accrued interest into shares of the Company’s common stock During the year ended December 31, 2022, the holder of the note converted $89,047 of principal and $2,281 of accrued interest into shares of the Company’s common stock (refer to Note 11, Common Stock, for additional detail). As a result of these conversions, the outstanding balance was $0 as of December 31, 2022. Convertible promissory note, SCS Capital Partners, LLC, 10% interest, secured, matures December 31, 2021 On June 15, 2021, in connection with the 2021 merger transaction, the Company assumed a convertible promissory note issued to SCS, LLC. The amount outstanding as of June 15, 2021 was $219,941, with accrued interest of $7,991. The note was originally issued on December 29, 2020 in the principal amount of $175,000. The interest on the outstanding principal due under the note accrues at a rate of 10% per annum. All principal and accrued but unpaid interest under the note is due on December 31, 2021. The note is convertible into shares of the Company’s common stock at a fixed conversion price of $0.04 per share. The embedded conversion option qualified for derivative accounting and the conversion option qualified for bifurcation under ASC 815-15 “ Derivatives and Hedging. During the period of June 16, 2021 through September 23, 2021, the Company made cash payments for principal of $94,260. On September 23, 2021, the holder of the note assigned the note to Cobra Equities SPV, LLC (refer to the “Convertible promissory note, Cobra Equities SPV, LLC, 10% interest, secured, due on demand” section of this note for additional detail). Convertible promissory note, Cobra Equities SPV, LLC, 10% interest, secured, due on demand On September 23, 2021, the holder of the note described in the “Convertible promissory note, SCS Capital Partners, LLC, 10% interest, secured, matures December 31, 2021” section of this note assigned the note to Cobra Equities SPV, LLC. The interest on the outstanding principal due under the note accrued at a rate of 10% per annum. The note was convertible into shares of the Company’s common stock at a fixed conversion price of $0.04 per share. In any event of default, the note was convertible at the alternate conversion price of 45% of the lowest traded price for the previous 20 consecutive trading days prior to the conversion date. The note matured on December 31, 2021 and was due on demand. During the year ended December 31, 2022, the holder of the note converted $125,680 of principal and $22,613 of accrued interest into shares of the Company’s common stock (refer to Note 11, Common Stock, for additional detail). As a result of these conversions, the outstanding balance was $0 as of December 31, 2022. Convertible promissory note, Cobra Equities SPV, LLC, 9% interest, secured, matures January 1, 2023 On June 15, 2021, in connection with the 2021 merger transaction, the Company assumed a convertible promissory note issued to IQ Financial Inc. and assigned to Cobra Equities SPV, LLC. The amount outstanding for Tranche 1 as of June 15, 2021 was $289,473, with accrued interest of $11,202. The amount outstanding for Tranche 2 as of June 15, 2021 was $342,105, with accrued interest of $10,446. The note was originally issued to IQ Financial Inc. on January 27, 2021 in the aggregate principal amount of $631,579. The note was assigned to Cobra Equities SPV, LLC on March 2, 2021. The funds were received in two disbursements – $275,000 on January 28, 2021 and $325,000 on March 1, 2021 (refer to the “Convertible promissory note, Cobra Equities SPV, LLC Tranche 1, 9% interest, secured, matures January 1, 2023” and “Convertible promissory note, Cobra Equities SPV, LLC Tranche 2, 9% interest, secured, matures January 1, 2023” sections below for additional detail. Convertible promissory note, Cobra Equities SPV, LLC Tranche 1, 9% interest, secured, matures January 1, 2023 On January 28, 2021, High Wire received the first tranche of the note discussed in the “Convertible promissory note, Cobra Equities SPV, LLC, 9% interest, secured, matures January 1, 2023” above. High Wire received $275,000, with an original issue discount of $14,474. The interest on the outstanding principal due under the secured note accrues at a rate of 9% per annum. All principal and accrued but unpaid interest under the secured note is due on January 1, 2023. The holder may begin converting the note into shares of the Company’s common stock six months after issuance when it is Rule 144 eligible. The conversion price is fixed at $0.05 per share. The embedded conversion option qualified for derivative accounting and the conversion option qualified for bifurcation under ASC 815-15 “ Derivatives and Hedging. During the year ended December 31, 2022, the holder of the note converted $60,000 of principal and $100,000 of accrued interest into shares of the Company’s common stock. $60,000 of principal and $46,358 of accrued interest was related to Tranche 1 (refer to Note 11, Common Stock, for additional detail). During the year ended December 31, 2022, the Company made cash payments of $229,474. As a result of these payments, the amount owed at December 31, 2022 was $0. A loss on settlement of debt of $140,762 was recorded on the consolidated statement of operations for the year ended December 31, 2022. Convertible promissory note, Cobra Equities SPV, LLC Tranche 2, 9% interest, secured, matures January 1, 2023 On March 1, 2021, High Wire received the second tranche of the note discussed in the “Convertible promissory note, Cobra Equities SPV, LLC, 9% interest, secured, matures January 1, 2023” above. High Wire received $325,000, with an original issue discount of $17,105. The interest on the outstanding principal due under the secured note accrues at a rate of 9% per annum. All principal and accrued but unpaid interest under the secured note is due on January 1, 2023. The holder may begin converting the note into shares of the Company’s common stock six months after issuance when it is Rule 144 eligible. The conversion price is fixed at $0.05 per share. The embedded conversion option qualified for derivative accounting and the conversion option qualified for bifurcation under ASC 815-15 “ Derivatives and Hedging. During the period of June 16, 2021 through December 31, 2021, $10,000 was added to the principal balance. During the year ended December 31, 2022, the holder of the note converted $60,000 of principal and $100,000 of accrued interest into shares of the Company’s common stock. $53,642 of the accrued interest was related to Tranche 2 (refer to Note 11, Common Stock, for additional detail). During the year ended December 31, 2022, the Company made cash payments of $352,105. As a result of these payments, the amount owed at December 31, 2022 was $0. A loss on settlement of debt of $323,291 was recorded on the consolidated statement of operations for the year ended December 31, 2022. Convertible promissory note, Jeffrey Gardner, 6% interest, unsecured, due on demand On June 15, 2021 the Company issued to Jeffrey Gardner an unsecured convertible promissory note in the aggregate principal amount of $125,000 in connection with the 2021 merger transaction. The interest on the outstanding principal due under the note accrues at a rate of 6% per annum. All principal and accrued but unpaid interest under the note is due on September 15, 2021. The note is convertible into shares of the Company’s common stock at a fixed conversion price of $0.075 per share. The embedded conversion option qualified for derivative accounting and the conversion option qualified for bifurcation under ASC 815-15 “ Derivatives and Hedging On September 15, 2021, this note matured and is now due on demand. Additionally, the interest rate increased to 18% per annum. As of December 31, 2022, the Company owed $125,000 pursuant to this agreement. Convertible promissory note, James Marsh, 6% interest, unsecured, due on demand On June 15, 2021 the Company issued to James Marsh an unsecured convertible promissory note in the aggregate principal amount of $125,000 in connection with the 2021 merger transaction. The interest on the outstanding principal due under the note accrues at a rate of 6% per annum. All principal and accrued but unpaid interest under the note are due on September 15, 2021. The note is convertible into shares of the Company’s common stock at a fixed conversion price of $0.075 per share. The embedded conversion option qualified for derivative accounting and the conversion option qualified for bifurcation under ASC 815-15 “ Derivatives and Hedging. On September 15, 2021, this note matured and is now due on demand. Additionally, the interest rate increased to 18% per annum. As of December 31, 2022, the Company owed $125,000 pursuant to this agreement. Convertible promissory note, Roger Ponder, 10% interest, unsecured, matures August 31, 2022 On June 15, 2021, in connection with the 2021 merger transaction, the Company assumed High Wire’s convertible promissory note issued to Roger Ponder. The note was originally issued on August 31, 2020 in the principal amount of $23,894. Interest accrues at 10% per annum. All principal and accrued but unpaid interest under the note are due on August 31, 2022. The note is convertible into shares of the Company’s common stock at a fixed conversion price of $0.06 per share, subject to adjustment based on the terms of the note. The embedded conversion option does not qualify for derivative accounting. As a result of the conversion price being fixed at $0.06, the note has a conversion premium of $58,349, and the fair value of the note is $19,000. For the year ended December 31, 2022, the Company recorded $42,435 of amortization of premium to the consolidated statement of operations. On September 30, 2022, the Company and the holder of the note mutually agreed to extend the maturity date to December 31, 2022. The terms of the note were unchanged. On December 31, 2022, the Company and the holder of the note mutually agreed to extend the maturity date to March 31, 2023. The terms of the note were unchanged. As of December 31, 2022, the Company owed $23,894 pursuant to this agreement. Convertible promissory note, Dominion Capital, LLC, 9.9% interest, senior secured, matures December 29, 2023 On November 3, 2021, the Company closed on a private placement transaction (the “Transaction”) whereby it issued a senior secured convertible promissory note with a principal amount of $2,500,000 to an institutional investor for net proceeds of $2,375,000, a debt discount of $125,000. The note facilitated the 2021 acquisition of SVC. The note accrues interest at the rate of 9.9% per annum and is convertible into shares of the Company’s common stock at a fixed conversion price of $0.50 per share, subject to adjustment as set forth in the note. The note amortizes beginning ten months following issuance, in 18 monthly installments. Additionally, the Company issued to the investor a common stock purchase warrant to purchase up to 5,400,000 shares of the Company’s common stock at an exercise price of $0.50 per share. The warrants expire on November 3, 2024. In connection with the Transaction, the Company agreed to file a registration statement registering the resale of the shares of common stock issuable upon conversion of the note within 30 days of the closing of the Transaction. The embedded conversion option and warrant qualified for derivative accounting and the conversion option qualified for bifurcation under ASC 815-15 “ Derivatives and Hedging On April 1, 2022, Dominion Capital, LLC assigned $750,000 of principal of its convertible promissory note from the Company to Cobra Equities SPV, LLC. The terms of the note remain the same. On December 30, 2022, Dominion Capital, LLC agreed to forfeit the 5,400,000 outstanding share purchase warrants in connection with an amendment to the Certificate of Designation of the Company’s Series A preferred stock (refer to Note 12, Preferred Stock, for additional detail). During the year ended December 31, 2022, the Company made cash payments of $1,750,000. As a result of these payments, the amount owed at December 31, 2022 was $0. A loss on settlement of debt of $413,002 was recorded on the consolidated statement of operations for the year ended December 31, 2022. Convertible promissory note, Cobra Equities SPV, LLC, 9.9% interest, senior secured, matures December 29, 2023 On April 1, 2022, $750,000 of principal of the note described in the “Convertible promissory note, Dominion Capital, LLC, 9.9% interest, senior secured, matures December 29, 2023” section above was assigned to Cobra Equities SPV, LLC. The note accrues interest at the rate of 9.9% per annum and is convertible into shares of the Company’s common stock at a fixed conversion price of $0.50 per share, subject to adjustment as set forth in the note. The note amortizes beginning ten months following issuance, in 18 monthly installments. During the year ended December 31, 2022, the Company made cash payments of $750,000. As a result of these payments, the amount owed at December 31, 2022 was $0. A loss on settlement of debt of $213,540 was recorded on the consolidated statement of operations for the year ended December 31, 2022. Convertible promissory note issued to the Mark Munro 1996 Charitable Remainder UniTrust, 9% interest, unsecured, due April 30, 2024 On December 28, 2021, the Mark Munro 1996 Charitable Remainder UniTrust, the holder of a note with a principal balance of $2,292,971 described in Note 6, Loans Payable to Related Parties, exchanged the note for a new convertible promissory note in the principal amount of $2,750,000. The note bears interest at a rate of 9% per annum and is due on September 1, 2022. The note is convertible into shares of the Company’s common stock at a fixed conversion price of $0.15 per share, subject to adjustment as set forth in the note. The note calls for monthly payments of $75,000 from April 2022 through August 2022, with a balloon payment of $2,375,000 due on September 1, 2022. The embedded conversion option qualified for derivative accounting and the conversion option qualified for bifurcation under ASC 815-15 “ Derivatives and Hedging On April 11, 2022, the Mark Munro 1996 charitable Remainder Unitrust amended the terms of the Company’s convertible promissory note payable. The note maturity was amended from September 30, 2022 to April 30, 2024. Payment terms were also amended, and no payments are due until October 1, 2022. All other terms of the note remain the same. On September 30, 2022, the holder of the note agreed to defer payment due under the note to October 30, 2022. In exchange, the Company paid a fee of $5,000. Additionally, interest will accrue at a rate of 18% per annum until the note is current on payments. During the year ended December 31, 2022, the Company made cash payments of $300,000. As of December 31, 2022, the Company owed $2,450,000 pursuant to this agreement. In connection with the divestiture of the ADEX Entities, the buyer assumed this note (refer to Note 19, Subsequent Events, for additional detail). Convertible promissory note, FJ Vulis and Associates LLC, 12% interest, secured, matures May 11, 2023 On May 11, 2022, the Company issued to FJ Vulis and Associates LLC a secured convertible redeemable note in the aggregate principal amount of $500,000. The interest on the outstanding principal due under the note accrues at a rate of 12% per annum. All principal and accrued but unpaid interest under the note are due on May 11, 2023. The note is convertible into shares of the Company’s common stock at a fixed conversion price of $0.065 per share. In any event of default, or if the Company’s common stock has a closing price of less than $0.013 per share, the fixed price is removed. The embedded conversion option and warrant qualified for derivative accounting and the conversion option qualified for bifurcation under ASC 815-15 “ Derivatives and Hedging On October 28, 2022, the Company executed an agreement with FJ Vulis and Associates, LLC whereby FJ Vulis and Associates, LLC agreed to extend its option to call for payment of the principal amount and accrued interest of its convertible debenture from November 7, 2022 to December 22, 2022. On December 22, 2022, the Company executed an agreement with FJ Vulis and Associates, LLC whereby FJ Vulis and Associates, LLC agreed to extend its option to call for payment of the principal amount and accrued interest of its convertible debenture from December 22, 2022 to February 6, 2023. As of December 31, 2022, the Company owed $500,000 pursuant to this agreement. On February 6, 2023, the Company executed an agreement with FJ Vulis and Associates, LLC whereby FJ Vulis and Associates, LLC agreed to extend its option to call for payment of the principal amount and accrued interest of its convertible debenture from February 6, 2023 to March 3, 2023. In exchange, the Company agreement to pay FJ Vulis and Associates a one-time extension fee of $30,000. In connection with the divestiture of the ADEX Entities, the buyer assumed this note (refer to Note 19, Subsequent Events, for additional detail). |
Factor Financing
Factor Financing | 12 Months Ended |
Dec. 31, 2022 | |
Factor Financing [Abstract] | |
Factor Financing | 9. Factor Financing On June 15, 2021, in connection with the 2021 merger transaction, the Company assumed a factor financing agreement between ADEX and Bay View Funding. The amount outstanding as of June 15, 2021 was $1,968,816. The agreement began on February 11, 2020 when, pursuant to an assignment and consent agreement, Bay View Funding purchased and received all of a previous lender’s right, title, and interest in the loan and security agreement with High Wire’s wholly-owned subsidiary, ADEX. In connection with the agreement, High Wire received $3,024,532 from Bay View Funding. This money was used to pay off the amounts owed to the previous lender at the time of the assignment and consent agreement. The initial term of the factoring agreement is twelve months from the initial funding date. Under the factoring agreement, High Wire’s ADEX subsidiary may borrow up to the lesser of $5,000,000 or an amount equal to the sum of all undisputed purchased receivables multiplied by the advance percentage, less any funds in reserve. ADEX will pay to Bay View Funding a factoring fee upon purchase of receivables by Bay View Funding equal to 0.75% of the gross face value of the purchased receivable for the first 30 day period from the date said purchased receivable is first purchased by Bay View Funding, and a factoring fee of 0.35% per 15 days thereafter until the date said purchased receivable is paid in full or otherwise repurchased by ADEX or otherwise written off by Bay View Funding within the write off period. ADEX will also pay a finance fee to Bay View Funding on the outstanding advances under the agreement at a floating rate per annum equal to the Prime Rate plus 3%. The finance rate will increase or decrease monthly, on the first day of each month, by the amount of any increase or decrease in the Prime Rate, but at no time will the finance fee be less than 7.75%. During the year ended December 31, 2022, the Company paid $824,546 in factoring fees. These amounts are included within general and administrative expenses on the consolidated statement of operations. During the period of June 16, 2021 through December 31, 2021, the Company received an aggregate of $10,678,029 and repaid an aggregate of $9,259,775. During the year ended December 31, 2022, the Company received an aggregate of $28,984,034 and repaid an aggregate of $28,681,511. The Company owed $3,384,316 under the agreement as of December 31, 2022. On February 22, 2023, the Company entered into an amendment to this agreement (refer to Note 19, Subsequent Events, for additional detail). On March 6, 2023, in connection with the divestiture of the ADEX Entities, the amounts owed and related to ADEX accounts receivable were assumed by the buyer (refer to Note 19, Subsequent Events, for additional detail). |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Liabilities [Abstract] | |
Derivative Liabilities | 10. Derivative Liabilities On June 15, 2021, in connection with the 2021 merger transaction, the Company assumed High Wire’s derivative liabilities. As of June 15, 2021, the derivative liability balance of $7,496,482 was comprised of $6,929,000 of derivatives related to High Wire’s convertible debentures, and $567,482 of derivatives related to High Wire’s share purchase warrants and stock options. Not all of the Company’s stock options qualify for derivative treatment. The embedded conversion options of the convertible debentures described in Note 8, Convertible Debentures, which were assumed as part of the merger transaction, contain conversion features that qualify for embedded derivative classification. The fair value of the liability is re-measured at the end of every reporting period and the change in fair value is reported in the statement of operations as a gain or loss on change in fair value of derivatives. Derivative liabilities also include the fair value of the Company’s share purchase warrants and stock options discussed in Note 13, Share Purchase Warrants and Stock Options. As of December 31, 2022, the derivative liability balance of $8,044,931 was comprised of $6,141,282 of derivatives related to the Company’s convertible debentures, and $1,903,649 of derivatives related to the Company’s share purchase warrants and stock options. As of December 31, 2021, the derivative liability balance of $15,528,339 was comprised of $14,050,806 of derivatives related to the Company’s convertible debentures, and $1,477,533 of derivatives related to the Company’s share purchase warrants and stock options. The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities for the year ended December 31, 2022: December 31, 2022 Balance at the beginning of the period $ 15,528,339 Change in fair value of embedded conversion option (6,445,531 ) Conversion of derivative liability (1,239,898 ) Initial value of derivatives upon issuance 1,789,625 Payment of debt (1,308,000 ) Settlement of warrants (279,604 ) Total 8,044,931 Less: Current portion of derivative liabilities* (4,720,805 ) Derivative liabilities, net of current portion* $ 3,324,126 * The current and long-term breakout of derivatives liabilities is based on the current and long-term breakout of the associated convertible debentures. The Company uses Level 3 inputs for its valuation methodology for the embedded conversion option liabilities as their fair values were determined by using Monte-Carlo model based on various assumptions. Significant changes in any of these inputs in isolation would result in a significant change in the fair value measurement. As required, these are classified based on the lowest level of input that is significant to the fair value measurement. The following table shows the assumptions used in the calculations: Expected volatility Risk-free interest rate Expected dividend yield Expected life At December 31, 2022 122 - 269% 3.99 - 4.73% 0 % 0.25 - 4.88 At December 31, 2021 110 - 257% 0.06 - 0.97% 0 % 0.25 - 2.95 |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2022 | |
Common Stock [Abstract] | |
Common Stock | 11. Common Stock Authorized shares The Company has 1,000,000,000 common shares authorized with a par value of $0.00001. Share issuances Issuance of shares for reverse merger As a result of the reverse merger on June 15, 2021, the Company issued 25,474,625 shares of common stock. Issuance of shares pursuant to a Cobra Equities SPV, LLC convertible debenture On June 16, 2021, the Company issued 1,086,917 shares of common stock to Cobra Equities SPV, LLC upon the conversion of $116,000 of principal and $2,300 of accrued interest pursuant to the convertible debenture described in Note 8, Convertible Debentures. The shares had a fair value of $306,510, resulting in a loss on debt conversion of $188,211. On July 15, 2021, the Company issued 688,069 shares of common stock to Cobra Equities SPV, LLC upon the conversion of $90,000 of principal and $1,320 of accrued interest pursuant to the convertible debenture described in Note 8, Convertible Debentures. The shares had a fair value of $171,880, resulting in a loss on debt conversion of $80,560. On August 12, 2021, the Company issued 1,363,636 shares of common stock to Cobra Equities SPV, LLC upon the conversion of $37,500 of accrued interest pursuant to the convertible debenture described in Note 8, Convertible Debentures. The shares had a fair value of $353,864, resulting in a loss on debt conversion of $316,364. On September 23, 2021, the Company issued 1,272,727 shares of common stock to Cobra Equities SPV, LLC upon the conversion of $35,000 of accrued interest pursuant to the convertible debenture described in Note 8, Convertible Debentures. The shares had a fair value of $458,182, resulting in a loss on debt conversion of $423,182. On October 6, 2021, the Company issued 1,761,527 shares of common stock to Cobra Equities SPV, LLC upon the conversion of $12,442 of principal and $36,000 of accrued interest pursuant to the convertible debenture described in Note 8, Convertible Debentures. The shares had a fair value of $880,587, resulting in a loss on debt conversion of $832,145. On October 25, 2021, the Company issued 1,254,545 shares of common stock to Cobra Equities SPV, LLC upon the conversion of $33,000 of principal and $1,500 of accrued interest pursuant to the convertible debenture described in Note 8, Convertible Debentures. The shares had a fair value of $721,363, resulting in a loss on debt conversion of $686,863. On November 4, 2021, the Company issued 1,181,818 shares of common stock to Cobra Equities SPV, LLC upon the conversion of $32,500 of principal pursuant to the convertible debenture described in Note 8, Convertible Debentures. The shares had a fair value of $583,227, resulting in a loss on debt conversion of $550,727. On November 24, 2021, the Company issued 1,345,455 shares of common stock to Cobra Equities SPV, LLC upon the conversion of $35,500 of principal and $1,500 of accrued interest pursuant to the convertible debenture described in Note 8, Convertible Debentures. The shares had a fair value of $390,182, resulting in a loss on debt conversion of $353,182. On December 15, 2021, the Company issued 1,261,818 shares of common stock to Cobra Equities SPV, LLC upon the conversion of $33,500 of principal and $1,200 of accrued interest pursuant to the convertible debenture described in Note 8, Convertible Debentures. The shares had a fair value of $311,038, resulting in a loss on debt conversion of $276,338. On January 11, 2022, the Company issued 1,261,818 shares of common stock to Cobra Equities SPV, LLC upon the conversion of $33,600 of principal and $1,100 of accrued interest pursuant to a convertible debenture described in Note 8, Convertible Debentures. The shares had a fair value of $258,420. On February 22, 2022, the Company issued 1,160,000 shares of common stock to Cobra Equities SPV, LLC upon the conversion of $31,900 of principal pursuant to a convertible debenture described in Note 8, Convertible Debentures. The shares had a fair value of $237,800. On March 16, 2022, the Company issued an aggregate of 1,679,322 shares of common stock to Cobra Equities SPV, LLC upon the conversion of an aggregate of $45,000 of principal and $1,181 of accrued interest pursuant to convertible debentures described in Note 8, Convertible Debentures. The shares had an aggregate fair value of $319,071. On April 4, 2022, the Company issued 1,515,152 shares of common stock to Cobra Equities SPV, LLC upon the conversion of $150,000 of principal pursuant to a convertible debenture described in Note 8, Convertible Debentures. The shares had a fair value of $287,879. On May 19, 2022, the Company issued 1,948,308 shares of common stock to Cobra Equities SPV, LLC upon the conversion of $50,227 of principal and $20,000 of accrued interest pursuant to a convertible debenture described in Note 8, Convertible Debentures. The shares had a fair value of $214,704. On July 5, 2022, the Company issued 1,350,763 shares of common stock to Cobra Equities SPV, LLC upon the conversion of $29,000 of principal and $2,000 of accrued interest pursuant to a convertible debenture described in Note 8, Convertible Debentures. The shares had a fair value of $85,098. On July 29, 2022, the Company issued 1,107,367 shares of common stock to Cobra Equities SPV, LLC upon the conversion of $25,000 of principal and $613 of accrued interest pursuant to a convertible debenture described in Note 8, Convertible Debentures. The shares had a fair value of $161,676. On September 6, 2022, the Company issued 1,392,663 shares of common stock to Cobra Equities SPV, LLC upon the conversion of $28,547 of principal and $36,295 of accrued interest pursuant to a convertible debenture described in Note 8, Convertible Debentures. The shares had a fair value of $107,235. On September 21, 2022, the Company issued 1,200,000 shares of common stock to Cobra Equities SPV, LLC upon the conversion of $60,000 of accrued interest pursuant to a convertible debenture described in Note 8, Convertible Debentures. The shares had a fair value of $116,640. On November 11, 2022, the Company issued 2,000,000 shares of common stock to Cobra Equities SPV, LLC upon the conversion of $60,000 of principal and $40,000 of accrued interest pursuant to a convertible debenture described in Note 8, Convertible Debentures. The shares had a fair value of $200,000. Issuance of shares pursuant to an Efrat Investments LLC convertible debenture On June 17, 2021, the Company issued 660,000 shares of common stock to Efrat Investments LLC upon the conversion of $33,000 of principal and $8,307 of accrued interest pursuant to the convertible debenture described in Note 8, Convertible Debentures. There was also a derivative of $330,000 associated with the note. The shares had a fair value of $223,740, resulting in a gain of debt conversion of $160,567. Issuance of shares pursuant to a related party convertible debenture On September 22, 2021, the Company issued 1,500,000 shares of common stock to Keith Hayter upon the conversion of $90,000 of principal pursuant to convertible loan payable to a related party described in Note 6, Loans Payable to Related Parties. The shares had a fair value of $521,250, resulting in a loss on debt conversion of $431,250. On November 8, 2021, the Company issued 1,833,333 shares of common stock to Keith Hayter upon the conversion of $110,000 of principal pursuant to convertible loan payable to a related party described in Note 6, Loans Payable to Related Parties. The shares had a fair value of $861,667, resulting in a loss on debt conversion of $751,667. On April 27, 2022, the Company issued 2,416,667 shares of common stock to Keith Hayter upon the conversion of $145,000 of principal pursuant to a convertible loan payable to a related party described in Note 6, Related Parties. The shares had a fair value of $362,258, resulting in a loss on debt conversion of $217,258. On December 5, 2022, the Company issued 1,666,667 shares of common stock to Keith Hayter upon the conversion of $100,000 of principal pursuant to a convertible loan payable to a related party described in Note 6, Related Parties. The shares had a fair value of $203,667, resulting in a loss on debt conversion of $103,667. Issuance of Shares Pursuant to Conversion of Series A Preferred Stock On June 24, 2021, the Company issued 985,651 shares of common stock to Dominion Capital upon the conversion of 96,101 shares of Series A preferred stock with a stated value of $1 per share. The shares had a fair value of $209,016, which was the carrying value of the Series A preferred converted. On August 12, 2021, the Company issued 1,025,641 shares of common stock to Dominion Capital upon the conversion of 100,000 shares of Series A preferred stock with a stated value of $1 per share. The shares had a fair value of $206,410, which was the carrying value of the Series A preferred converted. Issuance of Shares Pursuant to Conversion of Series D Preferred Stock On December 16, 2021, the Company issued 2,045,454 shares of common stock to SCS, LLC upon the conversion of 45 shares of Series D preferred stock with a stated value of $10,000 per share. The shares had a fair value of $464,543, which was the carrying value of the Series D preferred converted. On February 7, 2022, the Company issued 1,136,364 shares of common stock to SCS, LLC upon the conversion of 25 shares of Series D preferred stock with a stated value of $10,000 per share. The shares had a fair value of $258,080, which was the carrying value of the Series D preferred converted. On October 11, 2022, the Company issued 1,179,245 shares of common stock to FJ Vulis and Associates, LLC upon the conversion of 25 shares of Series D preferred stock with a stated value of $10,000 per share. The shares had a fair value of $258,080, which was the carrying value of the Series D preferred converted. Issuance of Shares Pursuant to Conversion of Series E Preferred Stock On December 5, 2022, the Company issued 5,658,250 shares of common stock to a holder upon the conversion of 124.4815 shares of Series E preferred stock with a stated value of $10,000 per share. The shares had a fair value of $1,209,159, which was the carrying value of the Series E preferred converted. Issuance of shares pursuant to a Pawn Funding warrant On June 29, 2021, the Company issued 69,281 shares of common stock to Pawn Funding upon the cashless exercise of a warrant. The Company recognized a gain on settlement of warrants of $5,072. Issuance of shares pursuant to an Efrat Investments LLC warrant On September 30, 2021, the Company issued 1,338,620 shares of common stock to Efrat Investments LLC upon the cashless exercise of a warrant. The Company recognized a loss on settlement of warrants of $133,045. Issuance of convertible debt to HWN shareholders On June 16, 2021, the Company issued $250,000 aggregate principal amount of convertible notes to Jeffrey Gardner and James Marsh., who are shareholders of HWN. The debt had a fair value of $486,400, which was recorded as a reduction to retained earnings. Securities Purchase Agreement On November 18, 2022, the Company entered into a Securities Purchase Agreement with several accredited investors (the “Investors”) for the offering, sale, and issuance (the “Offering”) by the Company of an aggregate of 133,333,333 shares of its common stock at a price per share of $0.075. Maximum gross proceeds in the offering are $10,000,000. The shares issued to Investors are subject to Subscription Agreements in connection with the Offering. Additionally, for any shares purchased under the Securities Purchase Agreement, the Company is required to deposit a number of shares into escrow equal to 10% of the shares purchased. The Company has used and intends to continue to use the proceeds from the Offering to retire outstanding convertible debt, for working capital, and other general corporate purposes. The shares issued in the Offering have not been registered under the Securities Act and are instead being offered pursuant to the exemption provided in Section 4(a)(2) thereof and/or Rule 506(b) of Regulation D promulgated thereunder, based on the Investors being “accredited investors” within the meaning of said Regulation D. The shares issued as part of the Offering are subject to Lockup Leak-out Agreements, under which the Investors are unable to transfer or sell their shares within six months of the closing date (the “lockup period”). After that date, the Investors can sell up to 10% of their shares every 30-day period for the subsequent six months (the “leak-out” period). These sales cannot represent more than 10% of the daily trading volume of the Company’s common stock. After the first anniversary of the Securities Purchase Agreement there are no further restrictions. As of December 31, 2022, the Company had received an aggregate of $6,200,000 as part of the Offering (see below for a breakout of the issuances). Additionally, subsequent to December 31, 2022, the Company has received an additional $1,600,000 as part of the Offering (refer to Note 19, Subsequent Events, for additional detail). Issuances of shares pursuant to a Securities Purchase Agreement On November 17, 2022, the Company issued an aggregate of 80,000,000 shares of common stock to Investors in exchange for aggregate cash proceeds of $5,950,000 pursuant to a Securities Purchase Agreement. The Company deposited an additional 800,000 shares into escrow. The aggregate fair value of these shares was $8,976,000. On December 15, 2022, the Company issued an aggregate of 2,666,667 shares of common stock to Investors in exchange for aggregate cash proceeds of $200,000 pursuant to a Securities Purchase Agreement. The Company deposited an additional 266,667 shares into escrow. The aggregate fair value of these shares was $375,467. On December 30, 2022, the Company issued an aggregate of 666,667 shares of common stock to Investors in exchange for aggregate cash proceeds of $50,000 pursuant to a Securities Purchase Agreement. The Company deposited an additional 66,667 shares into escrow. The aggregate fair value of these shares was $93,867. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2022 | |
Preferred Stock [Abstract] | |
Preferred Stock | 12. Preferred Stock On June 15, 2021, in connection with the 2021 merger transaction, the Company assumed High Wire’s Series A preferred stock obligations. Additionally, the holders of High Wire’s Series B preferred stock transferred their shares to the Company’s Chief Executive Officer. Lastly, a new class of preferred stock, Series D, was designated and issued. At the time of the merger transaction, the fair value of the Series A and Series B preferred stock was $1,024,000 and $0, respectively. The fair value of the Series D preferred stock which was received in the exchange was $1,271,000, which was recorded as additional paid in capital. See below for a description of each of the Company’s outstanding classes of preferred stock, including historical and current information. Series A On November 15, 2017, High Wire created one series of the 20,000,000 preferred shares it is authorized to issue, consisting of 8,000,000 shares, to be designated as Series A preferred stock. On October 29, 2018, High Wire made the first amendment to the Certificate of Designation of its Series A convertible preferred stock. This amendment updated the conversion price to be equal to the greater of 75% of the lowest VWAP during the ten trading day period immediately preceding the date a conversion notice is delivered or $120.00, subject to adjustment for any subdivision or combination of the Company’s outstanding shares of common stock. On August 16, 2019, High Wire made the second amendment to the Certificate of Designation of its Series A convertible preferred stock. As a result of this amendment, the Company recorded a deemed dividend in accordance with ASC 260-10-599-2. On April 8, 2020, High Wire made the third amendment to the Certificate of Designation of its Series A preferred stock which lowered the fixed conversion price and the conversion price floor to $3.00 per share. On June 18, 2020, High Wire made the fourth amendment to the Certificate of Designation of its Series A preferred stock, which lowered the fixed conversion price to $0.20 per share and the conversion price floor to $0.01 per share. On January 27, 2021, High Wire made the fifth amendment to the Certificate of Designation of its Series A preferred stock which lowered the fixed conversion price to $0.0975 per share. High Wire accounted for the amendment as an extinguishment and recorded a deemed dividend in accordance with ASC 260-10-599-2. On December 30, 2022, High Wire made the sixth amendment to the Certificate of Designation of its Series A preferred stock which lowered the fixed conversion price to $0.08 per share in exchange for the remaining holder forfeiting their 5,400,000 outstanding share purchase warrants described in Note 8, Convertible Debentures. As a result, the Company recorded a gain on settlement of warrants of $176,735 to the consolidated statement of operations for the year ended December 31, 2022. Subsequent to the sixth amendment, the principal terms of the Series A preferred stock shares are as follows: Voting rights Dividend rights Conversion rights Liquidation rights On June 24, 2021, the Company issued 985,651 shares of common stock to Dominion Capital upon the conversion of 96,101 shares of Series A preferred stock with a stated value of $1 per share. The shares had a fair value of $209,016, which was the carrying value of the Series A preferred converted. On August 12, 2021, the Company issued 1,025,641 shares of common stock to Dominion Capital upon the conversion of 100,000 shares of Series A preferred stock with a stated value of $1 per share. The shares had a fair value of $206,410, which was the carrying value of the Series A preferred converted. In accordance with ASC 480 Distinguishing Liabilities from Equity As of December 31, 2022, the carrying value of the Series A preferred stock was $722,098. This amount is recorded within mezzanine equity on the consolidated balance sheets. On January 5, 2023, the holder of the Company’s Series A preferred stock converted the remaining shares into shares of the Company’s common stock (refer to Note 19, Subsequent Events, for additional detail). Series B On April 16, 2018, High Wire designated 1,000 shares of Series B preferred stock with a stated value of $3,500 per share. The Series B preferred stock is neither redeemable nor convertible into common stock. The principal terms of the Series B preferred stock shares are as follows: Issue Price - Redemption - Dividends - Preference of Liquidation - Voting - Conversion - In accordance with ASC 480 Distinguishing Liabilities from Equity Series D On June 14, 2021, High Wire designated 1,590 shares of Series D preferred stock with a stated value of $10,000 per share. The Series D preferred stock is not redeemable. On December 13, 2021, the Company made the first amendment to the Certificate of Designation of its Series D preferred stock which changed the conversion right. As a result of this amendment, the Company recorded a deemed dividend of $5,852,000 for the year ended December 31, 2021 in accordance with ASC 260-10-599-2. Subsequent to the first amendment, the principal terms of the Series D preferred stock shares are as follows: Issue Price - Redemption - Dividends - Preference of Liquidation - Voting - Conversion - Vote to Change the Terms of or Issuance of Series D On October 20, 2021, Keith Hayter assigned 140 shares of Series D preferred stock to Cobra Equities SPV, LLC. On December 16, 2021, the Company issued 2,045,454 shares of common stock to SCS, LLC upon the conversion of 45 shares of Series D preferred stock with a stated value of $10,000 per share. The shares had a fair value of $464,543, which was the carrying value of the Series D preferred converted. On February 7, 2022, the Company issued 1,136,364 shares of common stock to SCS, LLC upon the conversion of 25 shares of Series D preferred stock with a stated value of $10,000 per share. The shares had a fair value of $258,080, which was the carrying value of the Series D preferred converted. On October 11, 2022, Mark Porter assigned 25 shares of Series D preferred stock to FJ Vulis and Associates, LLC. On October 11, 2022, the Company issued 1,179,245 shares of common stock to FJ Vulis and Associates, LLC upon the conversion of 25 shares of Series D preferred stock with a stated value of $10,000 per share. The shares had a fair value of $258,080, which was the carrying value of the Series D preferred converted. In accordance with ASC 480 Distinguishing Liabilities from Equity On December 23, 2022, the Company issued an additional 810 shares of its Series D preferred stock. As a result of this issuance, the Company recorded stock compensation of $5,498,845 to the consolidated statement of operations for the year ended December 31, 2022. As of December 31, 2022, the carrying value of the Series D Preferred Stock was $11,641,142. This amount is recorded within mezzanine equity on the consolidated balance sheets. Refer to Note 19, Subsequent Events, for information on conversions and cancelations taking place after December 31, 2022. Series E On December 20, 2021, the Company designated 650 shares of Series E preferred stock with a stated value of $10,000 per share. The Series E preferred stock is not redeemable. The principal terms of the Series E preferred stock shares are as follows: Issue Price - Redemption - Dividends - Preference of Liquidation - Voting - Conversion - Vote to Change the Terms of or Issuance of Series E In accordance with ASC 480 Distinguishing Liabilities from Equity On December 5, 2022, the Company issued 5,658,250 shares of common stock to a holder upon the conversion of 124.4815 shares of Series E preferred stock with a stated value of $10,000 per share. The shares had a fair value of $1,209,159, which was the carrying value of the Series D preferred converted. As of December 31, 2022, the carrying value of the Series E Preferred Stock was $5,104,658. This amount is recorded within mezzanine equity on the consolidated balance sheets. |
Share Purchase Warrants and Sto
Share Purchase Warrants and Stock Options | 12 Months Ended |
Dec. 31, 2022 | |
Share Purchase Warrants and Stock Options [Abstract] | |
Share Purchase Warrants and Stock Options | 13. Share Purchase Warrants and Stock Options On June 15, 2021, in connection with the 2021 merger transaction, the Company assumed High Wire’s share purchase warrants and stock options. As of June 15, 2021, the total fair value of High Wire’s share purchase warrants and stock options was $567,402. The total fair value of the Company’s share purchase warrants and stock options was $1,903,649 as of December 31, 2022. This amount is included in derivative liabilities on the consolidated balance sheet. The valuation methodology, including the assumptions used in the valuation, are discussed in Note 10, Derivative Liabilities. The weighted-average remaining life on the share purchase warrants as of December 31, 2022 was 4.8 years. The weighted-average remaining life on the stock options as of December 31, 2022 was 3.7 years. With the exception of those issued during February and June 2021, the stock options outstanding at December 31, 2022 were subject to vesting terms. During 2022, the Company issued 12,500,000 warrants in connection with the Securities Purchase Agreement discussed in Note 11. Common Stock. The following table summarizes the activity of share purchase warrants for the period of December 31, 2021 through December 31, 2022: Number of warrants Weighted average exercise price Intrinsic value Balance at December 31, 2021 6,002,500 $ 0.50 $ - Granted 12,500,000 0.10 Exercised - - Expired/forfeited (5,402,500 ) 0.51 Outstanding at December 31, 2022 13,100,000 $ 0.11 $ 562,500 Exercisable at December 31, 2022 13,100,000 $ 0.11 $ 562,500 As of December 31, 2022, the following share purchase warrants were outstanding: Number of warrants Exercise price Issuance Date Expiry date Remaining life 200,000 0.25 12/14/2021 12/14/2024 1.96 400,000 0.25 12/14/2021 12/14/2024 1.96 12,500,000 0.10 11/18/2022 11/18/2027 4.88 13,100,000 The following table summarizes the activity of stock options for the period of December 31, 2021 through December 31, 2022: Number of stock options Weighted average exercise price Intrinsic value Balance at December 31, 2021 10,844,239 $ 0.29 $ - Issued 1,701,080 0.10 Exercised - - Cancelled/expired/forfeited (607,751 ) 0.25 Outstanding at December 31, 2022 11,937,568 $ 0.26 $ 89,238 Exercisable at December 31, 2022 7,306,444 $ 0.28 $ - As of December 31, 2022, the following stock options were outstanding: Number of stock options Exercise price Issuance Date Expiry date Remaining Life 961,330 0.58 2/23/2021 2/23/2026 3.15 3,318,584 0.25 6/16/2021 6/16/2026 3.46 100,603 0.25 8/11/2021 8/11/2026 3.61 5,767,429 0.25 8/18/2021 8/18/2026 3.63 185,254 0.54 11/3/2021 11/3/2026 3.84 120,128 0.19 3/21/2022 3/21/2027 4.22 95,238 0.11 5/16/2022 5/16/2027 4.38 1,485,714 0.09 9/28/2022 9/28/2027 4.75 12,034,280 The remaining stock-based compensation expense on unvested stock options was $131,463 as of December 31, 2022. The stock options granted during 2022 were to employees, officers and directors. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | 14. Leases The Company leases certain office space and equipment. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. The depreciable lives of operating lease assets and leasehold improvements are limited by the expected lease term. The Company’s leases generally do not provide an implicit rate, and therefore the Company uses its incremental borrowing rate as the discount rate when measuring operating lease liabilities. The following table sets forth the operating lease right of use (“ROU”) assets and liabilities as of December 31, 2022 and 2021: December 31, December 31, 2022 2021 Operating lease assets $ 75,778 $ 227,132 Operating lease liabilities: Current operating lease liabilities 93,623 142,925 Long term operating lease liabilities - 126,044 Total operating lease liabilities $ 93,623 $ 268,969 Expense related to leases is recorded on a straight-line basis over the lease term, including rent holidays. During the years ended December 31, 2022 and 2021, the Company recognized operating lease expense of $202,265 and $161,577, respectively. Operating lease costs are included within selling, administrative and other expenses on the consolidated statements of income and comprehensive income. During the years ended December 31, 2022 and 2021, short-term lease costs were $63,508 and $34,400, respectively. Cash paid for amounts included in the measurement of operating lease liabilities were $207,767 and $155,259, respectively, for the years ended December 31, 2022 and 2021. These amounts are included in operating activities in the consolidated statements of cash flows. During the years ended December 31, 2022 and 2021, the Company reduced its operating lease liabilities by $175,346 and $119,031, respectively, for cash paid. The operating lease liabilities as of December 31, 2022 reflect a weighted average discount rate of 14%. The weighted average remaining term of the leases is 0.5 years. Remaining lease payments as of December 31, 2022 are as follows: Year ending December 31, 2023 96,839 Less: imputed interest (3,216 ) Total $ 93,623 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 15. Commitments and Contingencies Leases The Company leases certain of its properties under leases that expire on various dates through 2023. Some of these agreements include escalation clauses and provide for renewal options ranging from one to five years. Leases with an initial term of 12 months or less and immaterial leases are not recorded on the balance sheet (refer to Note 14, Leases, for amounts expensed during the years ended December 31, 2022 and 2021). Legal proceedings In the normal course of business or otherwise, the Company may become involved in legal proceedings. The Company will accrue a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated. When only a range of possible loss can be established, the most probable amount in the range is accrued. If no amount within this range is a better estimate than any other amount within the range, the minimum amount in the range is accrued. The accrual for a litigation loss contingency might include, for example, estimates of potential damages, outside legal fees and other directly related costs expected to be incurred. On December 16, 2021, a former employee filed a lawsuit against the Company and its Chief Executive Officer for unpaid commissions. The claim is for $100,000. On March 7, 2022, the Company filed a response and counterclaim against the former employee. The Company settled the lawsuit for $39,000 during the fourth quarter of 2022. |
Segment Disclosures
Segment Disclosures | 12 Months Ended |
Dec. 31, 2022 | |
Segment Disclosures [Abstract] | |
Segment Disclosures | 16. Segment Disclosures During the years ended December 31, 2022 and 2021, the Company had two operating segments including: ● Technology, which is comprised of AWS PR, SVC, Tropical, HWN, and the former ADEX Entities. ● High Wire, which consists of the rest of the Company’s operations. Factors used to identify the Company’s reportable segments include the organizational structure of the Company and the financial information available for evaluation by the chief operating decision-maker in making decisions about how to allocate resources and assess performance. The Company’s operating segments have been broken out based on similar economic and other qualitative criteria. The Company operates the High Wire reporting segment in one geographical area (the United States) and the AWS PR/SVC/Tropical/HWN/former ADEX operating segment in three geographical areas (the United States, Puerto Rico, and Canada). Financial statement information by operating segment for the year ended December 31, 2022 is presented below: Year Ended December 31, 2022 High Wire Technology Total Net sales $ - $ 55,049,441 $ 55,049,441 Operating loss (3,982,006 ) (19,679,952 ) (23,661,958 ) Interest expense 1,164,640 179,932 1,344,572 Depreciation and amortization - 1,333,768 1,333,768 Total assets as of December 31, 2022 606,752 31,988,219 32,594,971 Geographic information as of and for the year ended December 31, 2022 is presented below: Revenues Long-lived Puerto Rico and Canada $ 2,267,820 $ 5,338 United States 52,781,621 21,919,802 Consolidated total 55,049,441 21,925,140 Financial statement information by operating segment for the year ended December 31, 2021 is presented below: Year Ended December 31, 2021 High Wire Technology Total Net sales $ - $ 27,206,689 $ 27,206,689 Operating loss (2,184,740 ) (1,489,689 ) (3,674,429 ) Interest expense 293,359 244,920 538,279 Depreciation and amortization - 506,364 506,364 Total assets as of December 31, 2021 506,835 43,314,747 43,821,582 Geographic information as of and for the year ended December 31, 2021 is presented below: Revenues Long-lived Puerto Rico and Canada $ 1,226,594 $ 11,082 United States 25,980,095 34,821,673 Consolidated total 27,206,689 34,832,755 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 17. Income Taxes The Company’s pre-tax loss for the years ended December 31, 2022 and 2021 consisted of the following: Years Ended 2022 2021 Domestic $ (20,211,845 ) $ (13,934,179 ) Foreign 385,371 256,549 Pre-tax Loss $ (19,826,474 ) $ (13,677,630 ) The provision for income taxes for the years ended December 31, 2022 and 2021 was as follows: Years Ended 2022 2021 Federal $ - $ - State - - Foreign - - Total current $ - $ - Deferred: Federal $ - $ - State - - Total deferred - - Total provision for income taxes $ - $ - The Company’s income taxes were calculated on the basis of foreign pre-tax income and domestic pre-tax loss of $385,371 and $20,211,845, respectively, for the year ended December 31, 2022. The Company’s income taxes were calculated on the basis of foreign pre-tax income and domestic pre-tax loss of $256,549 and $13,934,179, respectively, for the year ended December 31, 2021. The Company’s effective tax rate for the years ended December 31, 2022 and 2021 differed from the U.S. federal statutory rate as follows: Years Ended 2022 2021 % % Federal tax benefit at statutory rate (21.0 ) (21.0 ) Permanent differences (22.9 ) 20.0 State tax benefit, net of Federal benefits - - Other - - Effect of foreign income taxed in rates other than the U.S. Federal statutory rate - - Net change in valuation allowance 43.9 1.0 Provision - - The tax effects of temporary differences and carryforwards that gave rise to significant portions of the deferred tax assets and liabilities were as follows: Years Ended 2022 2021 Net operating loss carryforwards $ 18,187,286 $ 27,447,714 Depreciation 59,454 3,634 Total assets 18,246,740 27,451,348 Total liabilities - - Less: Valuation allowance (18,246,740 ) (27,451,348 ) Net deferred tax liabilities $ - $ - As of December 31, 2022 and 2021, the Company had federal net operating loss carryforwards (“NOL’s”) of $18,187,286 and $27,447,714, respectively, that will be available to reduce future taxable income, if any. These NOL’s begin to expire in 2027. The NOL was acquired in the reverse merger and there is more likely than not a Section 382 limitation. Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, provide for annual limitations on the utilization of net operating loss, capital loss and credit carryforwards if the Company were to undergo an ownership change, as defined in Section 382 of the Code. In general, an ownership change occurs whenever the percentage of the shares of a corporation owned, directly or indirectly, by 5-percent shareholders, as defined in Section 382 of the Code, increases by more than 50 percentage points over the lowest percentage of the shares of such corporation owned, directly or indirectly, by such 5-percent shareholders at any time over the preceding three years. In the event such ownership change occurs, the annual limitation may result in the expiration of net operating losses capital losses and credits prior to full utilization. The Company has not completed a study to assess whether ownership change occurred as a result of the reverse merger. However, as a result of the reverse merger in 2021, the Company believes an ownership change under Sec. 382 may have occurred. As a result of this potential ownership change, certain of the Company’s net operating loss, capital loss and credit carryforwards could expire prior to full utilization. Additionally, further share issuances, such as the share issuances for debt conversions or acquisitions, may cause a change in ownership. The Company performs an analysis each year to determine whether the expected future income will more likely than not be sufficient to realize the deferred tax assets. The Company’s recent operating results and projections of future income weighed heavily in the Company’s overall assessment. The Company’s continuing practice is to recognize interest and/or penalties related to income tax matters as a component of income tax expense. As of December 31, 2022 and 2021, there was no accrued interest and penalties related to uncertain tax positions. The Company is subject to U.S. federal income taxes and to income taxes in various states in the United States. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. Due to the Company’s net operating loss carryforwards all years remain open to examination by the major domestic taxing jurisdictions to which the Company is subject. In addition, all of the net operating loss and credit carryforwards that may be used in future years are still subject to adjustment. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations [Abstract] | |
Discontinued Operations | 18. Discontinued Operations On February 15, 2022, High Wire sold its 50% interest in JTM. As of December 31, 2021, the Company classified JTM as held-for-sale. Additionally, the sale of High Wire’s 50% interest in JTM qualified for discontinued operations treatment. The assets and liabilities of JTM as of December 31, 2021 have been included within the consolidated balance sheets as current assets of discontinued operations, noncurrent assets of discontinued operations, current liabilities of discontinued operations, and noncurrent liabilities of discontinued operations. The results of operations of JTM have been included within net income from discontinued operations, net of tax, on the consolidated statements of operations for the years ended December 31, 2022 and 2021. The following table shows the balance sheet of the Company’s discontinued operations as of December 31, 2021: December 31, Current assets: Cash $ 809,917 Accounts receivable 1,067,995 Contract assets 147,568 Prepaid expenses and deposits 57,915 Current assets of discontinued operations $ 2,083,395 Noncurrent assets: Property and equipment, net of accumulated depreciation of $73,733 $ 52,618 Noncurrent assets of discontinued operations $ 52,618 Current liabilities: Accounts payable and accrued liabilities $ 402,142 Contract liabilities 4,700 Loans payable 12,362 Current liabilities of discontinued operations $ 419,204 Noncurrent liabilities: Loans payable, net of current portion $ 33,496 Noncurrent liabilities of discontinued operations $ 33,496 The following table shows the statements of operations for the Company’s discontinued operations for the years ended December 31, 2022 and 2021: For the years ended December 31, 2022 2021 Revenue $ 132,033 $ 9,509,419 Operating expenses: Cost of revenues 298,384 7,043,944 Depreciation and amortization - 49,597 Salaries and wages 32,666 366,654 General and administrative 57,957 567,346 Goodwill impairment - 875,201 Intangible asset impairment - 175,954 Total operating expenses 389,007 9,078,696 (Loss) income from operations (256,974 ) 430,723 Other income: Gain on disposal of subsidiary 919,873 - Interest expense - (6,168 ) PPP loan forgiveness - 250,800 Total other income 919,873 244,632 Pre-tax income from operations 662,899 675,355 Provision for income taxes - - Net income from discontinued operations, net of tax $ 662,899 $ 675,355 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 19. Subsequent Events Unsecured promissory note, Keith Hayter, 15% interest, matures August 31, 2023 On January 1, 2023, Keith Hayer, a related party, exchanged a convertible promissory note for an unsecured promissory note with no conversion feature. The principal amount of the new note is $235,837, which was the outstanding principal and accrued interest of the exchanged note as of that date. Interest accrues at 15% per annum. All principal and accrued but unpaid interest under the note is due on August 31, 2023. Principal payments under the new note began on March 31, 2023. Issuance of shares pursuant to conversion of Series A preferred stock On January 5, 2023, the Company issued 3,750,000 shares of common stock to Dominion Capital upon the conversion of 300,000 shares of Series A preferred stock with a stated value of $1 per share. The shares had a carrying value of $722,098. Subsequent to the conversion, there were 0 remaining shares of Series A preferred stock outstanding. Issuances of shares pursuant to a Securities Purchase Agreement On January 6, 2023, the Company issued an aggregate of 8,666,667 shares of common stock to Investors in exchange for aggregate cash proceeds of $650,000 pursuant to a Securities Purchase Agreement. The Company deposited an additional 866,667 shares into escrow. The aggregate fair value of these shares was $1,238,380. On January 17, 2023, the Company issued an aggregate of 10,000,000 shares of common stock to Investors in exchange for aggregate cash proceeds of $750,000 pursuant to a Securities Purchase Agreement. The Company deposited an additional 1,000,000 shares into escrow. The aggregate fair value of these shares was $1,140,700. On February 3, 2023, the Company issued an aggregate of 2,666,667 shares of common stock to Investors in exchange for aggregate cash proceeds of $200,000 pursuant to a Securities Purchase Agreement. The Company deposited an additional 266,667 shares into escrow. The aggregate fair value of these shares was $293,333. On March 17, 2023, the Company issued an aggregate of 3,333,333 shares of common stock to Investors in exchange for aggregate cash proceeds of $250,000 pursuant to a Securities Purchase Agreement. The Company deposited an additional 333,333 shares into escrow. The aggregate fair value of these shares was $351,667. On March 22, 2023, the Company issued an aggregate of 16,000,000 shares of common stock to Investors in exchange for aggregate cash proceeds of $1,200,000 pursuant to a Securities Purchase Agreement. The Company deposited an additional 1,600,000 shares into escrow. The aggregate fair value of these shares was $1,830,400. On March 23, 2023, the Company issued an aggregate of 5,000,000 shares of common stock to Investors in exchange for aggregate cash proceeds of $375,000 pursuant to a Securities Purchase Agreement. The Company deposited an additional 500,000 shares into escrow. The aggregate fair value of these shares was $575,000. Promissory note, Jeffrey Gardner, 12% interest, unsecured, matures April 15, 2023 On January 16, 2023, the Company issued a $330,000 promissory note to Jeffrey Gardner. The note matures on April 15, 2023 and bears interest at a rate of 12% per annum. The Company received cash proceeds of $300,000. Issuance of shares pursuant to conversion of Series D preferred stock On January 20, 2023, the Company issued 6,511,628 shares of common stock to Cobra Equities SPV, LLC upon the conversion of 140 shares of Series D preferred stock with a stated value of $10,000 per share. The shares had a fair value of $1,486,699, which was the carrying value of the Series D preferred converted. Convertible Note Payment Extension Agreement – FJ Vulis and Associates, LLC On February 6, 2023, the Company executed an agreement with FJ Vulis and Associates, LLC whereby FJ Vulis and Associates, LLC agreed to extend its option to call for payment of the principal amount and accrued interest of its convertible debenture from February 6, 2023 to March 3, 2023. In exchange, the Company agreement to pay FJ Vulis and Associates a one-time extension fee of $30,000. Issuance of stock options to Mark Porter On February 8, 2023, the Company issued to Mark Porter options to purchase 894,737 shares of its common stock at an exercise price of $0.095 per share. The options vested in full upon issuance. Loan with Cedar Advance LLC (2023) On February 9, 2023, the Company, together with its subsidiaries (collectively with the Company, the “Financing Parties”), entered into an Agreement of Sale of Future Receipts (the “Financing Agreement”) with Cedar Advance LLC. Under the Financing Agreement, the Financing Parties sold to Cedar Advance future receivables in an aggregate amount equal to $725,000 for a purchase price of $500,000. The Company received cash of $475,000. Pursuant to the terms of the Financing Agreement, the Company agreed to pay Cedar Advance $30,208 each week based upon an anticipated 25% of its future receivables until such time as $725,000 has been paid, a period Cedar Advance and the Financing Parties estimate to be approximately six months. The Financing Agreement also contains customary affirmative and negative covenants, representations and warranties, and default and termination provisions. Loan with Pawn Funding (2023) On February 16, 2023, the Company, together with its subsidiaries (collectively with the Company, the “Financing Parties”), entered into an Agreement of Sale of Future Receipts (the “Financing Agreement”) with Pawn Funding. Under the Financing Agreement, the Financing Parties sold to Pawn Funding future receivables in an aggregate amount equal to $362,500 for a purchase price of $250,000. The Company received cash of $237,500. Pursuant to the terms of the Financing Agreement, the Company agreed to pay Pawn Funding $15,104 each week based upon an anticipated 25% of its future receivables until such time as $362,500 has been paid, a period Pawn Funding and the Financing Parties estimate to be approximately six months. The Financing Agreement also contains customary affirmative and negative covenants, representations and warranties, and default and termination provisions. Issuance of shares pursuant to consulting agreements On February 20, 2023, the Company issued 800,000 shares of common stock to Ocean Street Partners in connection with a consulting agreement. On February 20, 2023, the Company issued 2,000,000 shares of common stock to Capital Market Access LLC in connection with a consulting agreement. Additionally, the Company issued to Capital Market Access LLC options to purchase 600,000 shares of its common stock with an exercise price of $0.30. These options vest equally every three months from the date of grant. Amendment to factor financing agreement On February 22, 2023, ADEX, a former subsidiary of the Company, entered into an amendment to the factor financing agreement discussed in Note 9, Factor Financing, pursuant to which ADEX agreed to sell and assign and Bay View Funding agreed to buy and accept, certain accounts receivable owing to ADEX. The amendment amended the agreement to include the Company’s HWN and SVC subsidiaries. Under the terms of the Amendment, upon the receipt and acceptance of each assignment of accounts receivable, Bay View Funding will pay ADEX, HWN and SVC, individually and together, ninety percent (90%) of the face value of the assigned accounts receivable, up to maximum total borrowings of $9,000,000 outstanding at any point in time. ADEX, HWN and SVC additionally granted Bay View Funding a continuing security interest in, and lien upon, all accounts receivable, inventory, fixed assets, general intangibles, and other assets. The Company used proceeds from the amended agreement to pay the remaining principal on the promissory note outstanding to Cornerstone National Bank & Trust discussed in Note 7, Loans Payable. Issuance of stock options to Stephen LaMarche On February 24, 2023, the Company issued to Stephen LaMarche options to purchase 869,565 shares of its common stock at an exercise price of $0.115 per share. The options will vest 30% after ninety days from the date of grant, with the remaining 70% vesting eighteen months from the date of grant. Issuance of stock options to employees On February 24, 2023, the Company issued to certain non-executive employees options to purchase an aggregate of 834,783 shares of its common stock at an exercise price of $0.115 per share. The options will vest 30% after ninety days from the date of grant, with the remaining 70% vesting eighteen months from the date of grant. Divestiture of the ADEX Entities On March 6, 2023, the Company entered into a stock purchase agreement, by and among ADEX Corporation, ADEX Canada LTD., ADEX Puerto Rico, LLC and ADEXCOMM, and ADEX Acquisition Corp., pursuant to which the Company sold to ADEX Acquisition Corp. its legacy staffing business in a transaction valued at approximately $11.5 million, comprised primarily of the elimination of approximately $10 million of debt, representing monthly debt payments of approximately $325,000, and the cancellation of 140 shares of the Company’s Series D preferred stock. The sale of ADEX Corporation closed simultaneously with the signing of the agreement. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation/Principles of Consolidation | Basis of Presentation/Principles of Consolidation These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States. These consolidated financial statements include the accounts of the Company as well as High Wire and its subsidiaries, AWS PR, Tropical, SVC, and the former ADEX Entities. All subsidiaries are wholly-owned. All inter-company balances and transactions have been eliminated. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to allowance for doubtful accounts, the estimated useful lives and recoverability of long-lived assets, equity component of convertible debt, stock-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. |
Accounts Receivable | Accounts Receivable Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company records unbilled receivables for services performed but not billed. Management reviews a customer’s credit history before extending credit. The Company maintains an allowance for doubtful accounts for estimated losses. Estimates of uncollectible amounts are reviewed each period, and changes are recorded in the period in which they become known. Management analyzes the collectability of accounts receivable each period. This review considers the aging of account balances, historical bad debt experience, and changes in customer creditworthiness, current economic trends, customer payment activity and other relevant factors. Should any of these factors change, the estimate made by management may also change. The allowance for doubtful accounts at December 31, 2022 and 2021 was $74,881. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. The Company depreciates the cost of property and equipment over their estimated useful lives at the following annual rates: Computers and office equipment 3-7 years straight-line basis Vehicles 3-5 years straight-line basis Leasehold improvements 5 years straight-line basis Software 5 years straight-line basis Machinery and equipment 5 years straight-line basis |
Goodwill | Goodwill The Company tests its goodwill for impairment at least annually on December 31st and whenever events or circumstances change that indicate impairment may have occurred. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others: a significant decline in the Company’s expected future cash flows; a significant adverse change in legal factors or in the business climate; unanticipated competition; and slower growth rates. Any adverse change in these factors could have a significant impact on the recoverability of goodwill and the Company’s consolidated financial results. The Company tests goodwill by estimating fair value using a Discounted Cash Flow (“DCF”) model. The key assumptions used in the DCF model to determine the highest and best use of estimated future cash flows include revenue growth rates and profit margins based on internal forecasts, terminal value and an estimate of a market participant’s weighted-average cost of capital used to discount future cash flows to their present value. There were no impairment charges during the year ended December 31, 2021. As of December 31, 2022, the Company identified indicators of potential impairment. As a result, a goodwill impairment charge of $11,826,894 was recorded to the consolidated statement of operations for the year ended December 31, 2022. |
Intangible Assets | Intangible Assets At December 31, 2022 and 2021, definite-lived intangible assets consist of tradenames and customer relationships which are being amortized over their estimated useful lives of 10 years. The Company periodically evaluates the reasonableness of the useful lives of these assets. Once these assets are fully amortized, they are removed from the accounts. These assets are reviewed for impairment or obsolescence when events or changes in circumstances indicate that the carrying amount may not be recoverable. If impaired, intangible assets are written down to fair value based on discounted cash flows or other valuation techniques. The Company has no intangibles with indefinite lives. For long-lived assets, impairment losses are only recorded if the asset’s carrying amount is not recoverable through its undiscounted, probability-weighted future cash flows. The Company measures the impairment loss based on the difference between the carrying amount and the estimated fair value. When an impairment exists, the related assets are written down to fair value. There were no impairment charges during the years ended December 31, 2022 and 2021. |
Long-lived Assets | Long-lived Assets In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 360, “ Property, Plant and Equipment |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “ Accounting for Income Taxes The Company conducts business, and files federal and state income, franchise or net worth, tax returns in Canada, the United States, in various states within the United States and the Commonwealth of Puerto Rico. The Company determines its filing obligations in a jurisdiction in accordance with existing statutory and case law. The Company may be subject to a reassessment of federal and provincial income taxes by Canadian tax authorities for a period of three years from the date of the original notice of assessment in respect of any particular taxation year. For Canadian and U.S. income tax returns, the open taxation years range from 2010 to 2022. In certain circumstances, the U.S. federal statute of limitations can reach beyond the standard three year period. U.S. state statutes of limitations for income tax assessment vary from state to state. Tax authorities of Canada and U.S. have not audited any of the Company’s, or its subsidiaries’, income tax returns for the open taxation years noted above. Significant management judgment is required in determining the provision for income taxes, and in particular, any valuation allowance recorded against the Company’s deferred tax assets. Deferred tax assets are regularly reviewed for recoverability. The Company currently has significant deferred tax assets resulting from net operating loss carryforwards and deductible temporary differences, which should reduce taxable income in future periods. The realization of these assets is dependent on generating future taxable income. The Company follows the guidance set forth within ASC 740, “ Income Taxes Prior to 2021, the Company had elected to be treated as a Subchapter S Corporation for income tax purposes, and as such recognized no income tax liability or benefit. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue based on the five criteria for revenue recognition established under ASC 606, “ Revenue from Contracts with Customers Contract Types The Company’s contracts fall under two main types: 1) fixed-price and 2) time-and-materials. Fixed-price contracts are based on purchase order line items that are billed on individual invoices as the project progresses and milestones are reached. Time-and-materials contracts include employees working permanently at customer locations and materials costs incurred by those employees. A significant portion of the Company’s revenues come from customers with whom the Company has a master service agreement (“MSA”). These MSA’s generally contain customer specific service requirements. Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in the new revenue standard. The contract transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. For the Company’s different revenue service types, the performance obligation is satisfied at different times. For professional services revenue, the performance obligation is met when the work is performed. In certain cases, this may be each day or each week, depending on the customer. For construction services, the performance obligation is met when the work is completed and the customer has approved the work. Revenue Service Types The following is a description of the Company’s revenue service types, which include professional services and construction: ● Professional services are services provided to the clients where the Company delivers distinct contractual deliverables and/or services. Deliverables may include but are not limited to: engineering drawings, designs, reports and specification. Services may include, but are not limited to: consulting or professional staffing to support our client’s objectives. Consulting or professional staffing services may be provided remotely or on client premises and under their direction and supervision. ● Construction Services are services provided to the client where the Company may self-perform or subcontract services that require the physical construction of infrastructure or installation of equipment and materials. Disaggregation of Revenues The Company disaggregates its revenue from contracts with customers by contract type. See the below table: Revenue by contract type Year Ended Year Ended Fixed-price $ 33,720,959 $ 17,290,122 Time-and-materials 21,328,482 9,916,567 Total $ 55,049,441 $ 27,206,689 The Company also disaggregates its revenue by operating segment and geographic location (refer to Note 16, Segment Disclosures, for additional information). Accounts Receivable Accounts receivable include amounts from work completed in which the Company has billed. The amounts due are stated at their net estimated realizable value. The Company maintains an allowance for doubtful accounts to provide for the estimated amount of receivables that will not be collected. The allowance is based upon an assessment of customer creditworthiness, historical payment experience, the age of outstanding receivables and collateral to the extent applicable. Contract Assets and Liabilities Contract assets include costs and services incurred on contracts with open performance obligations. These amounts are included in contract assets on the consolidated balance sheets. At December 31, 2022 and 2021, the Company did not have any contract assets. Contract liabilities include payment received for incomplete performance obligations and are included in contract liabilities on the consolidated balance sheets. At December 31, 2022 and 2021, contract liabilities totaled $2,071,309 and $633,771, respectively. |
Cost of Revenues | Cost of Revenues Cost of revenues includes all direct costs of providing services under the Company’s contracts, including costs for direct labor provided by employees, services by independent subcontractors, operation of capital equipment, direct materials, insurance claims and other direct costs. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. |
Stock-based Compensation | Stock-based Compensation The Company records stock-based compensation in accordance with ASC 718, “ Compensation – Stock Compensation The Company accounts for stock-based compensation awards issued to non-employees for services, as prescribed by ASC 718, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the measurement date guidelines enumerated in Accounting Standards Update (“ASU”) 2018-07. The Company uses certain pricing models to calculate the fair value of stock-based awards. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to, the Company’s expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the consolidated statement of operations over the requisite service period. |
Loss per Share | Loss per Share The Company computes loss per share in accordance with ASC 260, “ Earnings per Share |
Leases | Leases The Company adopted ASC 842, “ Leases The new leasing standard requires recognition of leases on the consolidated balance sheets as right-of-use (“ROU”) assets and lease liabilities. ROU assets represent the Company’s right to use underlying assets for the lease terms and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value and future minimum lease payments over the lease term at commencement date. As the Company’s leases do not provide an implicit rate, the Company uses its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. A number of the Company’s lease agreements contain options to renew and options to terminate the leases early. The lease term used to calculate ROU assets and lease liabilities only includes renewal and termination options that are deemed reasonably certain to be exercised. The Company recognized lease liabilities, with corresponding ROU assets, based on the present value of unpaid lease payments for existing operating leases longer than twelve months as of January 1, 2019. The ROU assets were adjusted per ASC 842 transition guidance for existing lease-related balances of accrued and prepaid rent, unamortized lease incentives provided by lessors, and restructuring liabilities, Operating lease cost is recognized as a single lease cost on a straight-line basis over the lease term and is recorded in selling, general and administrative expenses. Variable lease payments for common area maintenance, property taxes and other operating expenses are recognized as expense in the period when the changes in facts and circumstances on which the variable lease payments are based occur. The Company has elected not to separate lease and non-lease components for all property leases for the purposes of calculating ROU assets and lease liabilities. |
Going Concern Assessment | Going Concern Assessment Management assesses going concern uncertainty in the Company’s consolidated financial statements to determine whether there is sufficient cash on hand and working capital, including available borrowings on loans, to operate for a period of at least one year from the date the consolidated financial statements are issued or available to be issued, which is referred to as the “look-forward period”, as defined in GAAP. As part of this assessment, based on conditions that are known and reasonably knowable to management, management will consider various scenarios, forecasts, projections, estimates and will make certain key assumptions, including the timing and nature of projected cash expenditures or programs, its ability to delay or curtail expenditures or programs and its ability to raise additional capital, if necessary, among other factors. Based on this assessment, as necessary or applicable, management makes certain assumptions around implementing curtailments or delays in the nature and timing of programs and expenditures to the extent it deems probable those implementations can be achieved and management has the proper authority to execute them within the look-forward period. The Company generated losses in 2022 and 2021, and High Wire has generated losses since its inception and has relied on cash on hand, sales of securities, external bank lines of credit, and issuance of third-party and related party debt to support cash flow from operations. As of and for the year ended December 31, 2022, the Company had an operating loss of $23,661,958, cash flows used in operations of $1,941,141, and a working capital deficit of $10,889,962. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern for a period of one year from the issuance of these consolidated financial statements. The impact of COVID-19 on the Company’s business has been considered in these assumptions; however, it is too early to know the full impact of COVID-19 or its timing on a return to more normal operations. Further, the recently enacted CARES Act provides for economic assistance loans through the SBA. As of December 31, 2022, ADEX had $10,000 of PPP loans outstanding from the SBA under the CARES Act (in connection with the divestiture of the ADEX Entities, the buyer assumed this note. Refer to Note 19, Subsequent Events, for additional detail). The PPP provides that the PPP loans may be partially or wholly forgiven if the funds are used for certain qualifying expenses as described in the CARES Act. ADEX used the proceeds from the PPP loans for qualifying expenses and is applying for forgiveness of the PPP loans in accordance with the terms of the CARES Act. The accompanying consolidated financial statements have been prepared on a going concern basis under which the Company is expected to be able to realize its assets and satisfy its liabilities in the normal course of business. Management believes that based on relevant conditions and events that are known and reasonably knowable (including the cash proceeds from the Securities Purchase Agreement discussed in Note 11, Common Stock), its forecasts of operations for one year from the date of the filing of the consolidated financial statements in the Company’s Annual Report on Form 10-K indicate improved operations and the Company’s ability to continue operations as a going concern. The Company has contingency plans to reduce or defer expenses and cash outlays should operations not improve in the look forward period. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of management to raise additional equity capital through private and public offerings of its common stock, and the attainment of profitable operations. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management requires additional funds over the next twelve months to fully implement its business plan. Management is currently seeking additional financing through the sale of equity and from borrowings from private lenders to cover its operating expenditures. There can be no certainty that these sources will provide the additional funds required for the next twelve months. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ASU 2019-12, Simplifying the Accounting for Income Taxes ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Derivatives and Hedging: Contracts in Entity’s Own Equity ASU 2021-08, Business Combination (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Any other new accounting pronouncements recently issued, but not yet effective, have been reviewed and determined to be not applicable or were related to technical amendments or codification. As a result, the adoption of such new accounting pronouncements, when effective, is not expected to have a material effect on the Company’s financial position or results of operations. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and accounts receivables. The Company maintains its cash balances with high-credit-quality financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. These deposits may be withdrawn upon demand and therefore bear minimal risk. As of December 31, 2022, HWN had a cash balance in excess of provided insurance of $36,643. The Company provides credit to customers on an uncollateralized basis after evaluating client creditworthiness. For the year ended December 31, 2022, one customer accounted for 27% of consolidated revenues for the period. In addition, amounts due from this customer represented 27% of trade accounts receivable as of December 31, 2022. For the year ended December 31, 2021, three customers accounted for 17%, 17%, and 13%, respectively, of consolidated revenues for the period. In addition, amounts due from these customers represented 6%, 7%, and 15%, respectively, of trade accounts receivable as of December 31, 2021. Two other customers accounted for 18% and 15%, respectively, of trade accounts receivable as of December 31, 2021. The Company’s customers are primarily located within the domestic United States of America, Puerto Rico, and Canada. Revenues generated within the domestic United States of America accounted for approximately 96% and 95% of consolidated revenues for the years ended December 31, 2022 and 2021, respectively. Revenues generated from customers in Puerto Rico and Canada accounted for approximately 4% and 5% of consolidated revenues for the years ended December 31, 2022 and 2021, respectively. |
Fair Value Measurements | Fair Value Measurements The Company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy prescribed by US generally accepted accounting principles. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available. The three-level hierarchy is defined as follows: Level 1 – quoted prices for identical instruments in active markets; Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations in which significant inputs and significant value drivers are observable in active markets; and Level 3 – fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Financial instruments consist principally of cash and cash equivalents, accounts receivable, restricted cash, accounts payable, loans payable and convertible debentures. Derivative liabilities are determined based on “Level 3” inputs, which are significant and unobservable and have the lowest priority. There were no transfers into or out of “Level 3” during the years ended December 31, 2022 and 2021. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations. The Company’s financial assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2022 and 2021 consisted of the following: Total fair value at Quoted prices in Quoted prices in Quoted prices in Description: Derivative liability (1) $ 8,044,931 $ - $ - $ 8,044,931 Total fair value at Quoted prices in Quoted prices in active Quoted prices in Description: Derivative liability (1) $ 15,528,339 $ - $ - $ 15,528,339 (1) The Company has estimated the fair value of these derivatives using the Monte-Carlo model. Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial statement. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. Refer to Note 10, Derivative Liabilities, for additional information. |
Derivative Liabilities | Derivative Liabilities The Company accounts for derivative instruments in accordance with ASC 815, “ Derivatives and Hedging |
Sequencing Policy | Sequencing Policy Under ASC 815-40-35, the Company has adopted a sequencing policy whereby, in the event that reclassification of contracts from equity to assets or liabilities is necessary pursuant to ASC 815 due to the Company’s inability to demonstrate it has sufficient authorized shares as a result of certain securities with a potentially indeterminable number of shares, shares will be allocated on the basis of the earliest issuance date of potentially dilutive instruments, with the earliest grants receiving the first allocation of shares. Pursuant to ASC 815, issuance of securities to the Company’s employees or directors are not subject to the sequencing policy. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of property and equipment over their estimated useful lives | Computers and office equipment 3-7 years straight-line basis Vehicles 3-5 years straight-line basis Leasehold improvements 5 years straight-line basis Software 5 years straight-line basis Machinery and equipment 5 years straight-line basis |
Schedule of disaggregates its revenue from contracts with customers by contract type | Revenue by contract type Year Ended Year Ended Fixed-price $ 33,720,959 $ 17,290,122 Time-and-materials 21,328,482 9,916,567 Total $ 55,049,441 $ 27,206,689 |
Schedule of financial assets and liabilities carried at fair value measured on a recurring basis | Total fair value at Quoted prices in Quoted prices in Quoted prices in Description: Derivative liability (1) $ 8,044,931 $ - $ - $ 8,044,931 Total fair value at Quoted prices in Quoted prices in active Quoted prices in Description: Derivative liability (1) $ 15,528,339 $ - $ - $ 15,528,339 (1) The Company has estimated the fair value of these derivatives using the Monte-Carlo model. |
Reverse Merger and Acquisitio_2
Reverse Merger and Acquisitions/Disposals (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Reverse Merger And Acquisitions Disposals Abstract | |
Schedule of fair value of the consideration transferred and liabilities assumed | Fair Value Purchase consideration Common stock $ 5,561,975 Convertible debt 1,049,638 Derivative liabilities 6,929,000 Loans payable 2,377,400 Loans payable, related parties 2,447,252 Lease liabilities 106,615 Fair value of stock options 204,715 Fair value of warrants 362,687 Fair value of Series A Preferred 1,024,000 Fair value of Series D Preferred 1,271,000 Total purchase price $ 21,334,282 Purchase consideration Fair Value Cash $ 2,500,000 Series E preferred stock 6,313,817 Assumed debt 1,650,000 Total purchase price $ 10,463,817 |
Schedule of fair value of the net assets acquired | Allocation of purchase consideration Working capital $ 781,470 Other assets 12,893 Contract assets 426,647 Goodwill 13,667,934 Customer lists 4,720,863 Tradenames 1,724,475 Total enterprise value 21,334,282 Allocation of purchase consideration Working capital $ (1,110,703 ) Fixed assets 838,800 Goodwill 6,295,674 Customer relationships 3,885,979 Tradenames 554,067 Total enterprise value 10,463,817 |
Schedule of reverse merger and acquisition | Year December 31, 2021 As Reported Pro Forma Revenue $ 27,206,689 $ 39,354,718 Net loss attributable to High Wire Networks, Inc. common shareholders (19,191,952 ) (26,160,463 ) Loss per common share, basic and diluted: (1.00 ) (1.37 ) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property and Equipment [Abstract] | |
Schedule of property and equipment | December 31 December 31 2022 2021 Computers and office equipment $ 167,401 $ 141,100 Vehicles 11,938 11,938 Leasehold improvements 6,113 6,113 Software 820,120 442,238 Machinery and equipment 838,800 838,800 Total 1,844,371 1,440,189 Less: accumulated depreciation (294,763 ) (160,674 ) Equipment, net $ 1,549,609 $ 1,279,515 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets [Abstract] | |
Schedule of intangible assets | Cost Accumulated Impairment Net carrying Net carrying Customer relationship and lists $ 9,987,573 $ (1,746,400 ) $ - $ 8,241,173 $ 9,116,803 Trade names 2,866,456 (677,022 ) - 2,189,434 2,513,265 Total intangible assets $ 12,854,029 $ (2,423,422 ) $ - $ 10,430,607 $ 11,630,068 |
Schedule of estimated future amortization expense | Year ending December 31, 2023 785,805 2024 785,805 2025 785,805 2026 785,805 2027 785,805 Thereafter 6,501,582 Total $ 10,430,607 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of loans payable to related parties | December 31, December 31, 2022 2021 Convertible promissory note issued to Keith Hayter, 10% interest, unsecured, matures March 31, 2023, debt premium of $0 and $988,917, respectively $ 109,031 $ 1,342,949 Promissory note issued to Mark Porter, 9% interest, unsecured, matured December 15, 2021, due on demand 100,000 100,000 Total $ 209,031 $ 1,442,949 |
Loans Payable (Tables)
Loans Payable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Loans Payable [Abstract] | |
Schedule of loans payable | December 31, December 31, 2022 2021 Promissory note issued to Cornerstone National Bank & Trust, 4.5% interest, unsecured, matures on October 9, 2024 $ 245,765 $ 304,187 Future receivables financing agreement with Cedar Advance LLC, non-interest bearing, matures August 17, 2023, net of debt discount of $329,419 825,656 - Future receivables financing agreement with Pawn Funding, non-interest bearing, matures August 17, 2023, net of debt discount of $329,419 825,656 - EIDL Loan, 3.75% interest, matures October 12, 2050 147,832 149,284 CARES Act Loans 10,000 2,010,000 Promissory note issued to InterCloud Systems, Inc., non-interest bearing, unsecured and due on demand 217,400 217,400 Promissory note issued to Dominion Capital, LLC, 10% interest, unsecured, matures on September 30, 2022 - 1,552,500 Future receivables financing agreement with Cedar Advance LLC, non-interest bearing, matures August 31, 2022, net of debt discount of $191,371 - 754,575 Future receivables financing agreement with Pawn Funding, non-interest bearing, matures August 31, 2022, net of debt discount of $47,843 - 188,644 Total $ 2,272,309 $ 5,176,590 Less: Current portion of loans payable, net of debt discount (1,934,694 ) (2,773,621 ) Loans payable, net of current portion $ 337,615 $ 2,402,969 |
Convertible Debentures (Tables)
Convertible Debentures (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of convertible debentures | December 31, December 31, 2022 2021 Convertible promissory note, Jeffrey Gardner, 6% interest, unsecured, matured September 15, 2021, due on demand $ 125,000 $ 125,000 Convertible promissory note, James Marsh, 6% interest, unsecured, matured September 15, 2021, due on demand 125,000 125,000 Convertible promissory note issued to Roger Ponder, 10% interest, unsecured, matures March 31, 2023, debt premium of $0 and $42,435, respectively 23,894 66,329 Convertible promissory note issued to the Mark Munro 1996 Charitable Remainder UniTrust, 9% interest, unsecured, due April 30, 2024 2,450,000 2,750,000 Convertible promissory note, FJ Vulis and Associates LLC, 12% interest, secured, matures May 11, 2023 500,000 - Convertible promissory note, Cobra Equities SPV, LLC, 18% interest, unsecured, matured June 1, 2019 - 200,000 Convertible promissory note, Cobra Equities SPV, LLC, Tranche 1, 9% interest, secured, matures January 1, 2023, net of debt discount of $0 and $117,556, respectively - 171,918 Convertible promissory note, Cobra Equities SPV, LLC, Tranche 2, 9% interest, secured, matures January 1, 2023, net of debt discount of $0 and $148,173, respectively - 203,932 Convertible promissory note, Dominion Capital, LLC, 9.9% interest, senior secured, matures December 29, 2023, net of debt discount of $0 and $2,223,975, respectively - 276,025 Convertible promissory note, Cobra Equities SPV, LLC, 9.9% interest, senior secured, matures December 29, 2023 - - Convertible promissory note, Cobra Equities SPV, LLC, 10% interest, secured, due on demand - 125,680 Convertible promissory note, Cobra Equities SPV, LLC, 12% interest, secured, due on demand - 89,047 Total 3,223,894 4,132,931 Less: Current portion of convertible debentures, net of debt discount/premium (1,598,894 ) (3,924,557 ) Convertible debentures, net of current portion, net of debt discount $ 1,625,000 $ 208,374 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Liabilities Table [Abstract] | |
Schedule of changes in the fair value of the Company's Level 3 financial liabilities | December 31, 2022 Balance at the beginning of the period $ 15,528,339 Change in fair value of embedded conversion option (6,445,531 ) Conversion of derivative liability (1,239,898 ) Initial value of derivatives upon issuance 1,789,625 Payment of debt (1,308,000 ) Settlement of warrants (279,604 ) Total 8,044,931 Less: Current portion of derivative liabilities* (4,720,805 ) Derivative liabilities, net of current portion* $ 3,324,126 * The current and long-term breakout of derivatives liabilities is based on the current and long-term breakout of the associated convertible debentures. |
Schedule of change in fair value measurement | Expected volatility Risk-free interest rate Expected dividend yield Expected life At December 31, 2022 122 - 269% 3.99 - 4.73% 0 % 0.25 - 4.88 At December 31, 2021 110 - 257% 0.06 - 0.97% 0 % 0.25 - 2.95 |
Share Purchase Warrants and S_2
Share Purchase Warrants and Stock Options (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share Purchase Warrants and Stock Options (Tables) [Line Items] | |
Schedule of share purchase warrants outstanding | Number of warrants Exercise price Issuance Date Expiry date Remaining life 200,000 0.25 12/14/2021 12/14/2024 1.96 400,000 0.25 12/14/2021 12/14/2024 1.96 12,500,000 0.10 11/18/2022 11/18/2027 4.88 13,100,000 |
Schedule of activity of stock options | Number of stock options Weighted average exercise price Intrinsic value Balance at December 31, 2021 10,844,239 $ 0.29 $ - Issued 1,701,080 0.10 Exercised - - Cancelled/expired/forfeited (607,751 ) 0.25 Outstanding at December 31, 2022 11,937,568 $ 0.26 $ 89,238 Exercisable at December 31, 2022 7,306,444 $ 0.28 $ - |
Schedule of stock options outstanding | Number of stock options Exercise price Issuance Date Expiry date Remaining Life 961,330 0.58 2/23/2021 2/23/2026 3.15 3,318,584 0.25 6/16/2021 6/16/2026 3.46 100,603 0.25 8/11/2021 8/11/2026 3.61 5,767,429 0.25 8/18/2021 8/18/2026 3.63 185,254 0.54 11/3/2021 11/3/2026 3.84 120,128 0.19 3/21/2022 3/21/2027 4.22 95,238 0.11 5/16/2022 5/16/2027 4.38 1,485,714 0.09 9/28/2022 9/28/2027 4.75 12,034,280 |
Warrants [Member] | |
Share Purchase Warrants and Stock Options (Tables) [Line Items] | |
Schedule of share purchase warrants | Number of warrants Weighted average exercise price Intrinsic value Balance at December 31, 2021 6,002,500 $ 0.50 $ - Granted 12,500,000 0.10 Exercised - - Expired/forfeited (5,402,500 ) 0.51 Outstanding at December 31, 2022 13,100,000 $ 0.11 $ 562,500 Exercisable at December 31, 2022 13,100,000 $ 0.11 $ 562,500 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of operating lease right of use (“ROU”) assets and liabilities | December 31, December 31, 2022 2021 Operating lease assets $ 75,778 $ 227,132 Operating lease liabilities: Current operating lease liabilities 93,623 142,925 Long term operating lease liabilities - 126,044 Total operating lease liabilities $ 93,623 $ 268,969 |
Schedule of operating lease liabilities | Year ending December 31, 2023 96,839 Less: imputed interest (3,216 ) Total $ 93,623 |
Segment Disclosures (Tables)
Segment Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Disclosures [Abstract] | |
Schedule of information by operating segment | Year Ended December 31, 2022 High Wire Technology Total Net sales $ - $ 55,049,441 $ 55,049,441 Operating loss (3,982,006 ) (19,679,952 ) (23,661,958 ) Interest expense 1,164,640 179,932 1,344,572 Depreciation and amortization - 1,333,768 1,333,768 Total assets as of December 31, 2022 606,752 31,988,219 32,594,971 Year Ended December 31, 2021 High Wire Technology Total Net sales $ - $ 27,206,689 $ 27,206,689 Operating loss (2,184,740 ) (1,489,689 ) (3,674,429 ) Interest expense 293,359 244,920 538,279 Depreciation and amortization - 506,364 506,364 Total assets as of December 31, 2021 506,835 43,314,747 43,821,582 |
Schedule of geographic information | Revenues Long-lived Puerto Rico and Canada $ 2,267,820 $ 5,338 United States 52,781,621 21,919,802 Consolidated total 55,049,441 21,925,140 Revenues Long-lived Puerto Rico and Canada $ 1,226,594 $ 11,082 United States 25,980,095 34,821,673 Consolidated total 27,206,689 34,832,755 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of pre-tax loss | Years Ended 2022 2021 Domestic $ (20,211,845 ) $ (13,934,179 ) Foreign 385,371 256,549 Pre-tax Loss $ (19,826,474 ) $ (13,677,630 ) |
Schedule of provision for income taxes | Years Ended 2022 2021 Federal $ - $ - State - - Foreign - - Total current $ - $ - Deferred: Federal $ - $ - State - - Total deferred - - Total provision for income taxes $ - $ - |
Schedule of effective tax rate | Years Ended 2022 2021 % % Federal tax benefit at statutory rate (21.0 ) (21.0 ) Permanent differences (22.9 ) 20.0 State tax benefit, net of Federal benefits - - Other - - Effect of foreign income taxed in rates other than the U.S. Federal statutory rate - - Net change in valuation allowance 43.9 1.0 Provision - - |
Schedule of deferred tax assets and liabilities | Years Ended 2022 2021 Net operating loss carryforwards $ 18,187,286 $ 27,447,714 Depreciation 59,454 3,634 Total assets 18,246,740 27,451,348 Total liabilities - - Less: Valuation allowance (18,246,740 ) (27,451,348 ) Net deferred tax liabilities $ - $ - |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations [Abstract] | |
Schedule of balance sheet of the Company’s discontinued operations | December 31, Current assets: Cash $ 809,917 Accounts receivable 1,067,995 Contract assets 147,568 Prepaid expenses and deposits 57,915 Current assets of discontinued operations $ 2,083,395 Noncurrent assets: Property and equipment, net of accumulated depreciation of $73,733 $ 52,618 Noncurrent assets of discontinued operations $ 52,618 Current liabilities: Accounts payable and accrued liabilities $ 402,142 Contract liabilities 4,700 Loans payable 12,362 Current liabilities of discontinued operations $ 419,204 Noncurrent liabilities: Loans payable, net of current portion $ 33,496 Noncurrent liabilities of discontinued operations $ 33,496 |
Schedule of statements of operations for the Company’s discontinued operations | For the years ended December 31, 2022 2021 Revenue $ 132,033 $ 9,509,419 Operating expenses: Cost of revenues 298,384 7,043,944 Depreciation and amortization - 49,597 Salaries and wages 32,666 366,654 General and administrative 57,957 567,346 Goodwill impairment - 875,201 Intangible asset impairment - 175,954 Total operating expenses 389,007 9,078,696 (Loss) income from operations (256,974 ) 430,723 Other income: Gain on disposal of subsidiary 919,873 - Interest expense - (6,168 ) PPP loan forgiveness - 250,800 Total other income 919,873 244,632 Pre-tax income from operations 662,899 675,355 Provision for income taxes - - Net income from discontinued operations, net of tax $ 662,899 $ 675,355 |
Organization (Details)
Organization (Details) - HWN and JTM Electrical Contractors, Inc [Member] | 1 Months Ended | 12 Months Ended | |
Feb. 15, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Organization (Details) [Line Items] | |||
Interest percentage | 50% | ||
Asset Purchase Agreement [Member] | |||
Organization (Details) [Line Items] | |||
Business acquisition, percentage | 50% | ||
Interest percentage | 50% |
Significant Accounting Polici_3
Significant Accounting Policies (Details) | 12 Months Ended | |
Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | |
Significant Accounting Policies (Details) [Line Items] | ||
Allowance for doubtful accounts (in Dollars) | $ 74,881 | $ 74,881 |
Goodwill impairment charge (in Dollars) | $ 11,826,894 | |
Estimated useful life | 10 years | 10 years |
Contract liabilities (in Dollars) | $ 2,071,309 | $ 633,771 |
Common stock equivalents outstanding (in Shares) | shares | 178,640,968 | 133,801,817 |
Operating loss (in Dollars) | $ 23,661,958 | |
Cash flow used in operations (in Dollars) | 1,941,141 | |
Working capital deficit (in Dollars) | 10,889,962 | |
PPP loans outstanding (in Dollars) | 10,000 | |
General Insurance Expense (in Dollars) | $ 36,643 | |
Number of customers | 1 | |
Derivative liability (in Dollars) | $ 8,044,931 | $ 15,528,339 |
Accounts Receivable [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Number of customers | 2 | |
Revenue [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Customers risk, percentage | 27% | 17% |
Revenue [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Customers risk, percentage | 17% | |
Revenue [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Customers risk, percentage | 13% | |
Accounts Receivable [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Number of customers | 3 | |
Accounts Receivable [Member] | Customer One [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Customers risk, percentage | 6% | |
Accounts Receivable [Member] | Customer Two [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Customers risk, percentage | 27% | 7% |
Accounts Receivable [Member] | Customer Three [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Customers risk, percentage | 15% | |
Trade accounts receivable [Member] | Customer One Other [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Customers risk, percentage | 18% | |
Trade accounts receivable [Member] | Customers Two Other [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Customers risk, percentage | 15% | |
United States of America [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Customers risk, percentage | 96% | 95% |
Puerto Rico [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Customers risk, percentage | 4% | |
Canada [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Customers risk, percentage | 5% |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of property and equipment over their estimated useful lives | 12 Months Ended |
Dec. 31, 2022 | |
Computers and office equipment [Member] | Minimum [Member] | |
Significant Accounting Policies (Details) - Schedule of property and equipment over their estimated useful lives [Line Items] | |
Property and equipment, useful lives | 3 years |
Computers and office equipment [Member] | Maximum [Member] | |
Significant Accounting Policies (Details) - Schedule of property and equipment over their estimated useful lives [Line Items] | |
Property and equipment, useful lives | 7 years |
Vehicles [Member] | Minimum [Member] | |
Significant Accounting Policies (Details) - Schedule of property and equipment over their estimated useful lives [Line Items] | |
Property and equipment, useful lives | 3 years |
Vehicles [Member] | Maximum [Member] | |
Significant Accounting Policies (Details) - Schedule of property and equipment over their estimated useful lives [Line Items] | |
Property and equipment, useful lives | 5 years |
Leasehold improvements [Member] | |
Significant Accounting Policies (Details) - Schedule of property and equipment over their estimated useful lives [Line Items] | |
Property and equipment, useful lives | 5 years |
Software [Member] | |
Significant Accounting Policies (Details) - Schedule of property and equipment over their estimated useful lives [Line Items] | |
Property and equipment, useful lives | 5 years |
Machinery and equipment [Member] | |
Significant Accounting Policies (Details) - Schedule of property and equipment over their estimated useful lives [Line Items] | |
Property and equipment, useful lives | 5 years |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of disaggregates its revenue from contracts with customers by contract type - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 55,049,441 | $ 27,206,689 |
Fixed-price [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 33,720,959 | 17,290,122 |
Time-and-materials [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 21,328,482 | $ 9,916,567 |
Significant Accounting Polici_6
Significant Accounting Policies (Details) - Schedule of financial assets and liabilities carried at fair value measured on a recurring basis - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | |
Significant Accounting Policies (Details) - Schedule of financial assets and liabilities carried at fair value measured on a recurring basis [Line Items] | |||
Derivative liability | [1] | $ 8,044,931 | $ 15,528,339 |
Quoted prices in active markets (Level 1) [Member] | |||
Significant Accounting Policies (Details) - Schedule of financial assets and liabilities carried at fair value measured on a recurring basis [Line Items] | |||
Derivative liability | [1] | ||
Quoted prices in active markets (Level 2) [Member] | |||
Significant Accounting Policies (Details) - Schedule of financial assets and liabilities carried at fair value measured on a recurring basis [Line Items] | |||
Derivative liability | [1] | ||
Quoted prices in active markets (Level 3) [Member] | |||
Significant Accounting Policies (Details) - Schedule of financial assets and liabilities carried at fair value measured on a recurring basis [Line Items] | |||
Derivative liability | [1] | $ 8,044,931 | $ 15,528,339 |
[1] The Company has estimated the fair value of these derivatives using the Monte-Carlo model. |
Reverse Merger and Acquisitio_3
Reverse Merger and Acquisitions/Disposals (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Jan. 15, 2022 | Nov. 04, 2021 | Jun. 16, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reverse Merger and Acquisitions/Disposals (Details) [Line Items] | |||||
Shareholders exchange rate | 100% | ||||
Purchase amount | $ 2,500,000 | ||||
Convertible preferred stock | 6,500,000 | ||||
Assumed liabilities | $ 2,000,000 | ||||
Interest rate | 50% | ||||
Interest amount | $ 525,000 | ||||
Initial payment | 200,000 | ||||
Monthly payments | $ 25,000 | $ 1,344,572 | $ 538,279 | ||
Interest received amount | 475,000 | ||||
Interest outstanding | 50,000 | ||||
Disposal of subsidiary | $ 919,873 | ||||
Series D Preferred Stock [Member] | |||||
Reverse Merger and Acquisitions/Disposals (Details) [Line Items] | |||||
New issued shares (in Shares) | 350 | ||||
Series B Preferred Stock [Member] | |||||
Reverse Merger and Acquisitions/Disposals (Details) [Line Items] | |||||
New issued shares (in Shares) | 1,000 |
Reverse Merger and Acquisitio_4
Reverse Merger and Acquisitions/Disposals (Details) - Schedule of fair value of the consideration transferred and liabilities assumed | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Reverse Merger [Member] | |
Schedule of Fair Value of the Consideration Transferred and Liabilities Assumed [Abstract] | |
Common stock | $ 5,561,975 |
Convertible debt | 1,049,638 |
Derivative liabilities | 6,929,000 |
Loans payable | 2,377,400 |
Loans payable, related parties | 2,447,252 |
Lease liabilities | 106,615 |
Fair value of stock options | 204,715 |
Fair value of warrants | 362,687 |
Fair value of Series A Preferred | 1,024,000 |
Fair value of Series D Preferred | 1,271,000 |
Total purchase price | 21,334,282 |
Acquisition of SVC [Member] | |
Schedule of Fair Value of the Consideration Transferred and Liabilities Assumed [Abstract] | |
Total purchase price | 10,463,817 |
Cash | 2,500,000 |
Series E preferred stock | 6,313,817 |
Assumed debt | $ 1,650,000 |
Reverse Merger and Acquisitio_5
Reverse Merger and Acquisitions/Disposals (Details) - Schedule of fair value of the net assets acquired | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Reverse Merger [Member] | |
Reverse Merger and Acquisitions/Disposals (Details) - Schedule of fair value of the net assets acquired [Line Items] | |
Working capital | $ 781,470 |
Other assets | 12,893 |
Contract assets | 426,647 |
Goodwill | 13,667,934 |
Customer lists | 4,720,863 |
Tradenames | 1,724,475 |
Total enterprise value | 21,334,282 |
Acquisition of SVC [Member] | |
Reverse Merger and Acquisitions/Disposals (Details) - Schedule of fair value of the net assets acquired [Line Items] | |
Working capital | (1,110,703) |
Fixed assets | 838,800 |
Goodwill | 6,295,674 |
Customer relationships | 3,885,979 |
Tradenames | 554,067 |
Total enterprise value | $ 10,463,817 |
Reverse Merger and Acquisitio_6
Reverse Merger and Acquisitions/Disposals (Details) - Schedule of reverse merger and acquisition | 12 Months Ended |
Dec. 31, 2021 USD ($) $ / shares | |
As Reported [Member] | |
Schedule of Reverse Merger and Acquisition [Abstract] | |
Revenue | $ 27,206,689 |
Net loss attributable to High Wire Networks, Inc. common shareholders | $ (19,191,952) |
Loss per common share, basic and diluted (in Dollars per share) | $ / shares | $ (1) |
Pro Forma [Member] | |
Schedule of Reverse Merger and Acquisition [Abstract] | |
Revenue | $ 39,354,718 |
Net loss attributable to High Wire Networks, Inc. common shareholders | $ (26,160,463) |
Loss per common share, basic and diluted (in Dollars per share) | $ / shares | $ (1.37) |
Reverse Merger and Acquisitio_7
Reverse Merger and Acquisitions/Disposals (Details) - Schedule of reverse merger and acquisition (Parentheticals) | 12 Months Ended |
Dec. 31, 2021 $ / shares | |
As Reported [Member] | |
Schedule of Reverse Merger and Acquisition [Abstract] | |
Loss per common share, diluted | $ (1) |
Pro Forma [Member] | |
Schedule of Reverse Merger and Acquisition [Abstract] | |
Loss per common share, diluted | $ (1.37) |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property and Equipment [Abstract] | ||
Depreciation expense | $ 134,607 | $ 52,959 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of property and equipment - Property, Plant and Equipment [Member] - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 1,844,371 | $ 1,440,189 |
Less: accumulated depreciation | (294,763) | (160,674) |
Equipment, net | 1,549,609 | 1,279,515 |
Computers and office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 167,401 | 141,100 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 11,938 | 11,938 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 6,113 | 6,113 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 820,120 | 442,238 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 838,800 | $ 838,800 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Intangible Assets [Abstract] | ||
Amortization expense | $ 1,199,161 | $ 453,405 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of intangible assets - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 12,854,029 | |
Accumulated Amortization | (2,423,422) | |
Impairment | ||
Net carrying value | 10,430,607 | $ 11,630,068 |
Customer relationship and lists [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 9,987,573 | |
Accumulated Amortization | (1,746,400) | |
Impairment | ||
Net carrying value | 8,241,173 | 9,116,803 |
Trade names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 2,866,456 | |
Accumulated Amortization | (677,022) | |
Impairment | ||
Net carrying value | $ 2,189,434 | $ 2,513,265 |
Intangible Assets (Details) -_2
Intangible Assets (Details) - Schedule of estimated future amortization expense | Dec. 31, 2022 USD ($) |
Schedule of estimated future amortization expense [Abstract] | |
2023 | $ 785,805 |
2024 | 785,805 |
2025 | 785,805 |
2026 | 785,805 |
2027 | 785,805 |
Thereafter | 6,501,582 |
Total | $ 10,430,607 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Jun. 10, 2022 | May 06, 2022 | Dec. 15, 2021 | Jun. 01, 2021 | Sep. 30, 2022 | Sep. 28, 2022 | Aug. 31, 2022 | Aug. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Related Party Transactions (Details) [Line Items] | |||||||||||
Bearing interest rate | 10% | ||||||||||
Principal amount | $ 554,031 | ||||||||||
Bearing interest rate, per annum | 10% | ||||||||||
Fixed conversion price per share (in Dollars per share) | $ 0.06 | ||||||||||
Conversion price per share (in Dollars per share) | $ 0.06 | ||||||||||
Amount of conversion premium | $ 1,359,761 | ||||||||||
Fair value of note | 378,000 | ||||||||||
Principal shares value | $ 146,942 | $ 200,000 | $ 125,680 | ||||||||
Principal shares (in Shares) | 245,000 | ||||||||||
Loss on settlement of debt | $ 320,925 | ||||||||||
Amortization of premiums | 988,917 | ||||||||||
Agreement amount | 109,031 | ||||||||||
Maturity date | Dec. 15, 2021 | ||||||||||
Pursuant agreement | $ 100,000 | ||||||||||
Related party advance | $ 55,000 | ||||||||||
Total advance payment | 63,250 | ||||||||||
Guaranteed interest | 8,250 | ||||||||||
Minimum [Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
Effective interest rate | 9.60% | ||||||||||
Maximum [Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
Effective interest rate | 11.30% | ||||||||||
Promissory Note, Mark Porter [Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
Bearing interest rate, per annum | 9% | ||||||||||
Chief Executive Officer [Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
Promissory notes | $ 100,000 | ||||||||||
President [Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
Bearing interest rate | 9% | ||||||||||
Mark Porter [Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
Related party advance | 225,000 | $ 225,000 | |||||||||
Related party guaranteed interest | 15% | ||||||||||
Total advance payment | 258,750 | ||||||||||
Guaranteed interest | 33,750 | ||||||||||
Stephen LaMarche [Member] | |||||||||||
Related Party Transactions (Details) [Line Items] | |||||||||||
Related party advance | $ 100,000 | $ 100,000 | $ 100,000 | $ 55,000 | |||||||
Related party guaranteed interest | 25% | 25% | 25% | 15% | |||||||
Total advance payment | $ 125,000 | $ 125,000 |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of loans payable to related parties - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | ||
Total | $ 209,031 | $ 1,442,949 |
Convertible promissory note issued to Keith Hayter [Member] | ||
Related Party Transaction [Line Items] | ||
Total | 109,031 | 1,342,949 |
Promissory note issued to Mark Porter [Member] | ||
Related Party Transaction [Line Items] | ||
Total | $ 100,000 | $ 100,000 |
Related Party Transactions (D_3
Related Party Transactions (Details) - Schedule of loans payable to related parties (Parentheticals) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Keith Hayter [Member] | ||
Related Party Transaction [Line Items] | ||
Interest, unsecured | 10% | 10% |
Matured date | March 31, 2023 | March 31, 2023 |
Debt premium | $ 0 | $ 988,917 |
Mark Porter [Member] | ||
Related Party Transaction [Line Items] | ||
Interest, unsecured | 9% | 9% |
Matured date | December 15, 2021 | December 15, 2021 |
Loans Payable (Details)
Loans Payable (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 6 Months Ended | 10 Months Ended | 11 Months Ended | 12 Months Ended | |||||||||
Nov. 09, 2022 | Mar. 01, 2022 | Dec. 14, 2021 | Nov. 04, 2021 | Jun. 15, 2021 | Jun. 23, 2022 | Oct. 21, 2019 | Dec. 31, 2021 | Jun. 23, 2022 | Dec. 31, 2021 | Nov. 09, 2022 | Dec. 14, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 27, 2018 | |
Loans Payable (Details) [Line Items] | |||||||||||||||
Cash payments | $ 58,422 | $ 54,770 | |||||||||||||
Company owned agreement | 245,765 | ||||||||||||||
Purchase price | $ 1,000,000 | ||||||||||||||
Cash | $ 508,395 | $ 508,395 | $ 886,569 | $ 508,395 | |||||||||||
Debt financing agreement, description | Pursuant to the terms of the Financing Agreement, the Company agreed to pay TVT 2.0, LLC $43,750 each week based upon an anticipated 25% of its future receivables until such time as $2,100,000 has been paid, a period TVT 2.0, LLC and the Financing Parties estimated to be approximately eleven months. | Pursuant to the terms of the Financing Agreement, the Company agreed to pay Cedar Advance $27,027 each week based upon an anticipated 25% of its future receivables until such time as $1,000,000 has been paid, a period Cedar Advance and the Financing Parties estimated to be approximately nine months. | |||||||||||||
Effective interest rate | 60.20% | 78% | 53% | 78% | 53% | ||||||||||
Initial fair value of warrant | $ 102,696 | ||||||||||||||
Initial derivative expense | 102,696 | ||||||||||||||
Original balance under agreement | 54,054 | 54,054 | 945,946 | $ 54,054 | |||||||||||
Company owed pursuant agreement | 0 | ||||||||||||||
Aggregate amount | $ 1,399,900 | 250,000 | $ 2,100,000 | ||||||||||||
Purchase price | 1,000,000 | 1,500,000 | |||||||||||||
Company received cash | 960,000 | 194,000 | 1,454,965 | ||||||||||||
Debt discount recorded | $ 439,900 | $ 56,000 | 645,035 | 329,419 | |||||||||||
Pawn funding | $ 6,757 | ||||||||||||||
Anticipated future receivables, percentage | 25% | ||||||||||||||
Cash paid | $ 250,000 | ||||||||||||||
Pawn funding warrant to purchase (in Shares) | 200,000 | 200,000 | |||||||||||||
Debt discount | $ 0 | $ 0 | |||||||||||||
Original balance under the agreement | $ 2,100,000 | ||||||||||||||
Promissory note issued description | On November 4, 2021, in connection with the 2021 acquisition of SVC, the Company assumed SVC’s promissory note issued to Dominion Capital, LLC. The note was originally issued on March 31, 2021 in the principal amount of $2,750,000. As of November 4, 2021, $1,650,000 remained outstanding. The note bears interest at a rate of 10% per annum and the maturity date is February 15, 2023. | ||||||||||||||
Matures date | Feb. 15, 2023 | ||||||||||||||
Cash payments | 255,000 | $ 1,552,500 | |||||||||||||
Owed value | 0 | ||||||||||||||
Loss on settlement of debt | 123,540 | ||||||||||||||
Principal amount | 112,700 | 112,700 | 112,700 | $ 500,000 | |||||||||||
Remaining outstanding amount | $ 217,400 | ||||||||||||||
Cash payments | 716 | $ 1,452 | |||||||||||||
Description of loan payable | On June 15, 2021, in connection with the 2021 merger transaction, the Company assumed CARES Act Loans totaling $2,010,000 that were originally received by ADEX. Collectively, these amounts are the “PPP Funds. | ||||||||||||||
Loan agreements, description | These loan agreements were pursuant to the CARES Act. The CARES Act was established in order to enable small businesses to pay employees during the economic slowdown caused by COVID-19 by providing forgivable loans to qualifying businesses for up to 2.5 times their average monthly payroll costs. The amount borrowed under the CARES Act is eligible to be forgiven provided that (a) the Company uses the PPP Funds during the eight week period after receipt thereof, and (b) the PPP Funds are only used to cover payroll costs (including benefits), rent, mortgage interest, and utility costs. The amount of loan forgiveness will be reduced if, among other reasons, the Company does not maintain staffing or payroll levels. Principal and interest payments on any unforgiven portion of the PPP Funds will be deferred for six months and will accrue interest at a fixed annual rate of 1.0% and carry a two year maturity date. There is no prepayment penalty on the CARES Act Loan. | ||||||||||||||
Loan forgiveness | $ 2,000,000 | $ 2,000,000 | |||||||||||||
Aggregate balance of these loans | 10,000 | ||||||||||||||
Financing Agreement [Member] | |||||||||||||||
Loans Payable (Details) [Line Items] | |||||||||||||||
Purchase price | $ 800,000 | ||||||||||||||
Cash | 960,000 | $ 960,000 | 776,000 | ||||||||||||
Debt discount | 439,900 | $ 439,900 | $ 224,000 | ||||||||||||
Warrant [Member] | |||||||||||||||
Loans Payable (Details) [Line Items] | |||||||||||||||
Warrant purchase (in Shares) | 400,000 | ||||||||||||||
Loan with Pawn Funding [Member] | |||||||||||||||
Loans Payable (Details) [Line Items] | |||||||||||||||
Pawn funding | $ 34,975 | ||||||||||||||
Anticipated future receivables, percentage | 25% | ||||||||||||||
Cash paid | $ 1,399,900 | ||||||||||||||
Loan with TVT 2.0, LLC [Member] | |||||||||||||||
Loans Payable (Details) [Line Items] | |||||||||||||||
Debt discount | $ 329,419 | ||||||||||||||
Debt financing agreement, description | Pursuant to the terms of the Financing Agreement, the Company agreed to pay Cedar Advance $34,975 each week based upon an anticipated 25% of its future receivables until such time as $1,399,900 has been paid, a period Cedar Advance and the Financing Parties estimate to be approximately nine months. | ||||||||||||||
Original balance under agreement | $ 244,825 | ||||||||||||||
Company owed pursuant agreement | $ 1,155,075 | ||||||||||||||
Aggregate amount | 1,399,900 | ||||||||||||||
Loan with TVT 2.0, LLC [Member] | Warrant [Member] | |||||||||||||||
Loans Payable (Details) [Line Items] | |||||||||||||||
Exercise price (in Dollars per share) | $ 0.25 | ||||||||||||||
The Financing Agreement [Member] | |||||||||||||||
Loans Payable (Details) [Line Items] | |||||||||||||||
Purchase price | $ 200,000 | ||||||||||||||
Loan with Pawn Funding [Member] | |||||||||||||||
Loans Payable (Details) [Line Items] | |||||||||||||||
Principal amount | $ 236,486 | ||||||||||||||
Initial fair value of warrant | 51,348 | ||||||||||||||
Initial derivative expense | 51,348 | ||||||||||||||
Original balance under agreement | $ 13,514 | $ 13,514 | $ 244,825 | $ 13,514 | |||||||||||
Common stock exercise price (in Dollars per share) | $ 0.25 | ||||||||||||||
Debt discount | $ 0 | ||||||||||||||
Promissory Note Issued to InterCloud Systems, Inc. [Member] | |||||||||||||||
Loans Payable (Details) [Line Items] | |||||||||||||||
Owed value | $ 147,832 | ||||||||||||||
Promissory Note Issued to Cornerstone National Bank & Trust [Member] | |||||||||||||||
Loans Payable (Details) [Line Items] | |||||||||||||||
Converted Interest rate | 4.50% | ||||||||||||||
Principal amount | $ 420,000 | ||||||||||||||
Accrued interest rate | 4.50% | ||||||||||||||
Principal and interest | $ 5,851 | ||||||||||||||
Final balloon payment | $ 139,033 | ||||||||||||||
Interest rate | 10% | ||||||||||||||
Owed value | $ 217,400 | ||||||||||||||
Promissory note issued to Dominion Capital [Member] | |||||||||||||||
Loans Payable (Details) [Line Items] | |||||||||||||||
Interest rate | 10% | 10% | |||||||||||||
Loan with Pawn Funding [Member] | |||||||||||||||
Loans Payable (Details) [Line Items] | |||||||||||||||
Owed value | $ 1,155,075 | ||||||||||||||
Promissory Note Issued to InterCloud Systems, Inc. [Member] | |||||||||||||||
Loans Payable (Details) [Line Items] | |||||||||||||||
Reverse merger and acquisition description | On June 15, 2021, in connection with the 2021 merger transaction, the Company assumed ADEX’s EIDL loan. The note was originally issued on October 10, 2020 in the principal amount of $150,000. As of June 15, 2021, $150,000 remained outstanding. The note bears interest at a rate of 3.75% per annum and the maturity date is October 12, 2050. |
Loans Payable (Details) - Sched
Loans Payable (Details) - Schedule of loans payable - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Dividends Payable [Line Items] | ||
Loans Payable | $ 2,272,309 | $ 5,176,590 |
Less: Current portion of loans payable, net of debt discount | (1,934,694) | (2,773,621) |
Loans payable, net of current portion | 337,615 | 2,402,969 |
Promissory note issued to Cornerstone National Bank & Trust [Member] | ||
Dividends Payable [Line Items] | ||
Loans Payable | 245,765 | 304,187 |
Future receivables financing agreement with Cedar Advance LLC One [Member] | ||
Dividends Payable [Line Items] | ||
Loans Payable | 825,656 | |
Future receivables financing agreement with Pawn Funding One [Member] | ||
Dividends Payable [Line Items] | ||
Loans Payable | 825,656 | |
EIDL Loan [Member] | ||
Dividends Payable [Line Items] | ||
Loans Payable | 147,832 | 149,284 |
CARES Act Loans [Member] | ||
Dividends Payable [Line Items] | ||
Loans Payable | 10,000 | 2,010,000 |
Promissory note issued to InterCloud Systems, Inc. [Member] | ||
Dividends Payable [Line Items] | ||
Loans Payable | $ 217,400 | 217,400 |
Promissory note issued to Dominion Capital, LLC [Member] | ||
Dividends Payable [Line Items] | ||
Loans Payable | 1,552,500 | |
Future receivables financing agreement with Cedar Advance LLC [Member] | ||
Dividends Payable [Line Items] | ||
Loans Payable | 754,575 | |
Future receivables financing agreement with Pawn Funding [Member] | ||
Dividends Payable [Line Items] | ||
Loans Payable | $ 188,644 |
Loans Payable (Details) - Sch_2
Loans Payable (Details) - Schedule of loans payable (Parentheticals) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Promissory note issued to Cornerstone National Bank & Trust [Member] | ||
Dividends Payable [Line Items] | ||
Interest bearing, maturity date | Oct. 09, 2024 | |
Interest rate | 4.50% | |
Future receivables financing agreement with Cedar Advance LLC One [Member] | ||
Dividends Payable [Line Items] | ||
Interest bearing, maturity date | Aug. 17, 2023 | |
Debt discount | $ 329,419 | |
Future receivables financing agreement with Pawn Funding One [Member] | ||
Dividends Payable [Line Items] | ||
Interest bearing, maturity date | Aug. 17, 2023 | |
Debt discount | $ 329,419 | |
EIDL Loan [Member] | ||
Dividends Payable [Line Items] | ||
Interest bearing, maturity date | Oct. 12, 2050 | |
Interest rate | 3.75% | |
Promissory note issued to Dominion Capital, LLC [Member] | ||
Dividends Payable [Line Items] | ||
Interest bearing, maturity date | Sep. 30, 2022 | |
Interest rate | 10% | |
Future receivables financing agreement with Cedar Advance LLC [Member] | ||
Dividends Payable [Line Items] | ||
Interest bearing, maturity date | Aug. 31, 2022 | |
Debt discount | $ 191,371 | $ 191,371 |
Future receivables financing agreement with Pawn Funding [Member] | ||
Dividends Payable [Line Items] | ||
Interest bearing, maturity date | Aug. 31, 2022 | |
Debt discount | $ 47,843 | $ 47,843 |
Convertible Debentures (Details
Convertible Debentures (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||
Feb. 06, 2023 | Jan. 16, 2023 | Nov. 09, 2022 | May 11, 2022 | Apr. 01, 2022 | Dec. 14, 2021 | Nov. 03, 2021 | Sep. 23, 2021 | Jun. 15, 2021 | Mar. 01, 2021 | Jan. 28, 2021 | Jan. 27, 2021 | Jun. 01, 2019 | Dec. 30, 2022 | Sep. 30, 2022 | Jun. 23, 2022 | Dec. 28, 2021 | Dec. 29, 2020 | Dec. 31, 2021 | Sep. 23, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 30, 2021 | Feb. 22, 2023 | Jan. 01, 2023 | Sep. 15, 2021 | Jun. 16, 2021 | Jun. 18, 2020 | Feb. 27, 2018 | |
Convertible Debentures (Details) [Line Items] | ||||||||||||||||||||||||||||||
Effective interest rate | 12% | |||||||||||||||||||||||||||||
Convertible promissory note, percentage | 12% | |||||||||||||||||||||||||||||
Principal amount | $ 10,000 | $ 60,000 | ||||||||||||||||||||||||||||
Debt Instrument, description | On June 15, 2021, in connection with the 2021 merger transaction, the Company assumed CARES Act Loans totaling $2,010,000 that were originally received by ADEX. Collectively, these amounts are the “PPP Funds. | |||||||||||||||||||||||||||||
Note converted | $ 250,000 | |||||||||||||||||||||||||||||
Accrued interest | $ 100,000 | |||||||||||||||||||||||||||||
Accrued rate | 9.90% | |||||||||||||||||||||||||||||
Conversion price per share (in Dollars per share) | $ 0.065 | $ 0.0275 | $ 0.0275 | $ 0.01 | ||||||||||||||||||||||||||
Fixed conversion percentage | 105% | 105% | ||||||||||||||||||||||||||||
Converted of principal amount | $ 146,942 | 200,000 | $ 125,680 | |||||||||||||||||||||||||||
Accrued interest | 112,700 | 112,700 | 112,700 | $ 500,000 | ||||||||||||||||||||||||||
Accrued interest into shares of common stock | 100,000 | |||||||||||||||||||||||||||||
Outstanding balance | 0 | |||||||||||||||||||||||||||||
Conversion price percentage | 45% | |||||||||||||||||||||||||||||
Outstanding balance | 0 | |||||||||||||||||||||||||||||
Aggregate principal amount | $ 250,000 | |||||||||||||||||||||||||||||
Convertible promissory note, description | On September 30, 2022, the holder of the note agreed to defer payment due under the note to October 30, 2022. In exchange, the Company paid a fee of $5,000. Additionally, interest will accrue at a rate of 18% per annum until the note is current on payments. | |||||||||||||||||||||||||||||
Convertible net of discount | $ 239,214 | $ 239,214 | 658,838 | 239,214 | ||||||||||||||||||||||||||
Due date | Aug. 31, 2022 | |||||||||||||||||||||||||||||
Amortization of premium | 988,917 | |||||||||||||||||||||||||||||
Debt discount | $ 439,900 | $ 56,000 | $ 645,035 | 329,419 | ||||||||||||||||||||||||||
Initial derivative expense | $ 1,289,625 | $ 4,750,064 | ||||||||||||||||||||||||||||
Fixed conversion price per share (in Dollars per share) | $ 0.013 | $ 0.5 | ||||||||||||||||||||||||||||
Derivative expense | $ 11,000 | |||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||
Convertible Debentures (Details) [Line Items] | ||||||||||||||||||||||||||||||
Accrued interest | 36,296 | |||||||||||||||||||||||||||||
Converted of principal amount | 89,047 | |||||||||||||||||||||||||||||
Accrued interest into shares of common stock | $ 2,281 | |||||||||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||||||||
Convertible Debentures (Details) [Line Items] | ||||||||||||||||||||||||||||||
Effective interest rate | 10.10% | |||||||||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||||||
Convertible Debentures (Details) [Line Items] | ||||||||||||||||||||||||||||||
Effective interest rate | 106.10% | |||||||||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||||||||
Convertible Debentures (Details) [Line Items] | ||||||||||||||||||||||||||||||
Amount owed | $ 9,000,000 | |||||||||||||||||||||||||||||
Debt instrument, interest rate | 15% | |||||||||||||||||||||||||||||
Extension fee | $ 30,000 | |||||||||||||||||||||||||||||
Jeffrey Gardner [Member] | ||||||||||||||||||||||||||||||
Convertible Debentures (Details) [Line Items] | ||||||||||||||||||||||||||||||
Accrued rate | 6% | |||||||||||||||||||||||||||||
Conversion price per share (in Dollars per share) | $ 0.075 | |||||||||||||||||||||||||||||
Debt instrument, interest rate | 18% | |||||||||||||||||||||||||||||
Jeffrey Gardner [Member] | Convertible promissory note [Member] | ||||||||||||||||||||||||||||||
Convertible Debentures (Details) [Line Items] | ||||||||||||||||||||||||||||||
Owned amount | $ 125,000 | |||||||||||||||||||||||||||||
James Marsh [Member] | ||||||||||||||||||||||||||||||
Convertible Debentures (Details) [Line Items] | ||||||||||||||||||||||||||||||
Aggregate principal amount | $ 125,000 | |||||||||||||||||||||||||||||
Debt instrument, interest rate | 18% | |||||||||||||||||||||||||||||
Owned amount | 125,000 | |||||||||||||||||||||||||||||
Roger Ponder [Member] | ||||||||||||||||||||||||||||||
Convertible Debentures (Details) [Line Items] | ||||||||||||||||||||||||||||||
Aggregate principal amount | $ 23,894 | |||||||||||||||||||||||||||||
Debt instrument, interest rate | 10% | |||||||||||||||||||||||||||||
Owned amount | 2,450,000 | |||||||||||||||||||||||||||||
Conversion price per share (in Dollars per share) | $ 0.06 | |||||||||||||||||||||||||||||
Conversion price fixed price per share (in Dollars per share) | $ 0.06 | |||||||||||||||||||||||||||||
Conversion premium | $ 58,349 | |||||||||||||||||||||||||||||
Fair value | 19,000 | |||||||||||||||||||||||||||||
Cobra Equities SPV, LLC [Member] | ||||||||||||||||||||||||||||||
Convertible Debentures (Details) [Line Items] | ||||||||||||||||||||||||||||||
Convertible promissory note, percentage | 12% | 18% | ||||||||||||||||||||||||||||
Principal amount | 406,000 | $ 21,453 | ||||||||||||||||||||||||||||
Accrued interest | 16,030 | |||||||||||||||||||||||||||||
Debt Instrument, description | During the year ended December 31, 2022, the Company made cash payments of $750,000. As a result of these payments, the amount owed at December 31, 2022 was $0. A loss on settlement of debt of $213,540 was recorded on the consolidated statement of operations for the year ended December 31, 2022. | |||||||||||||||||||||||||||||
Modification fee, description | During the period of June 16, 2021 through December 31, 2021, the holder of the note converted $206,000 of principal and $3,620 of accrued interest into shares of the Company’s common stock. | |||||||||||||||||||||||||||||
Note converted | $ 178,547 | |||||||||||||||||||||||||||||
Amount owed | 0 | |||||||||||||||||||||||||||||
Fair value conversion price | 44,043 | |||||||||||||||||||||||||||||
Accrued interest | $ 22,613 | |||||||||||||||||||||||||||||
Accrued rate | 9.90% | |||||||||||||||||||||||||||||
Promissory note interest rate | 9% | |||||||||||||||||||||||||||||
Cobra Equities SPV, LLC [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||
Convertible Debentures (Details) [Line Items] | ||||||||||||||||||||||||||||||
Debt Instrument, description | Interest accrues on the note at 18% per annum. The note is convertible into shares of the Company’s common stock at a conversion price equal to 60% of the lowest VWAP for the 10 consecutive trading days immediately preceding the conversion. | |||||||||||||||||||||||||||||
SCS Capital Partners, LLC [Member] | ||||||||||||||||||||||||||||||
Convertible Debentures (Details) [Line Items] | ||||||||||||||||||||||||||||||
Convertible promissory note, percentage | 12% | 12% | ||||||||||||||||||||||||||||
Principal amount | 235,989 | |||||||||||||||||||||||||||||
Accrued interest | 16,763 | |||||||||||||||||||||||||||||
Accrued rate | 12% | |||||||||||||||||||||||||||||
Conversion price per share (in Dollars per share) | $ 0.0275 | |||||||||||||||||||||||||||||
Fixed conversion percentage | 105% | |||||||||||||||||||||||||||||
SCS Capital Partners, LLC Two [Member] | ||||||||||||||||||||||||||||||
Convertible Debentures (Details) [Line Items] | ||||||||||||||||||||||||||||||
Convertible promissory note, percentage | 10% | 10% | ||||||||||||||||||||||||||||
Accrued rate | 10% | |||||||||||||||||||||||||||||
Conversion price per share (in Dollars per share) | $ 0.04 | |||||||||||||||||||||||||||||
Outstanding principal due, percentage | 12% | 12% | ||||||||||||||||||||||||||||
Cobra Equities SPV, LLC Two [Member] | ||||||||||||||||||||||||||||||
Convertible Debentures (Details) [Line Items] | ||||||||||||||||||||||||||||||
Convertible promissory note, percentage | 10% | |||||||||||||||||||||||||||||
Accrued rate | 10% | |||||||||||||||||||||||||||||
Conversion price per share (in Dollars per share) | $ 0.04 | $ 0.04 | ||||||||||||||||||||||||||||
Promissory note interest rate | 10% | |||||||||||||||||||||||||||||
IQ Financial Inc. [Member] | ||||||||||||||||||||||||||||||
Convertible Debentures (Details) [Line Items] | ||||||||||||||||||||||||||||||
Convertible promissory note, description | The funds were received in two disbursements – $275,000 on January 28, 2021 and $325,000 on March 1, 2021 (refer to the “Convertible promissory note, Cobra Equities SPV, LLC Tranche 1, 9% interest, secured, matures January 1, 2023” and “Convertible promissory note, Cobra Equities SPV, LLC Tranche 2, 9% interest, secured, matures January 1, 2023” sections below for additional detail. | |||||||||||||||||||||||||||||
Owned amount | $ 23,894 | |||||||||||||||||||||||||||||
Cobra Equities SPV, LLC Tranche 1 [Member] | ||||||||||||||||||||||||||||||
Convertible Debentures (Details) [Line Items] | ||||||||||||||||||||||||||||||
Convertible promissory note, percentage | 9% | |||||||||||||||||||||||||||||
Principal amount | $ 60,000 | |||||||||||||||||||||||||||||
Debt Instrument, description | During the year ended December 31, 2022, the Company made cash payments of $229,474. As a result of these payments, the amount owed at December 31, 2022 was $0. A loss on settlement of debt of $140,762 was recorded on the consolidated statement of operations for the year ended December 31, 2022. | |||||||||||||||||||||||||||||
Accrued interest into shares of common stock | $ 46,358 | |||||||||||||||||||||||||||||
Promissory note interest rate | 9% | |||||||||||||||||||||||||||||
Company received notes | $ 275,000 | |||||||||||||||||||||||||||||
Convertible net of discount | $ 14,474 | |||||||||||||||||||||||||||||
Accrues rate | 9% | |||||||||||||||||||||||||||||
Fixed price per share (in Dollars per share) | $ 0.05 | |||||||||||||||||||||||||||||
Cobra Equities SPV, LLC Tranche 2 [Member] | ||||||||||||||||||||||||||||||
Convertible Debentures (Details) [Line Items] | ||||||||||||||||||||||||||||||
Convertible promissory note, percentage | 9% | |||||||||||||||||||||||||||||
Principal amount | $ 60,000 | |||||||||||||||||||||||||||||
Debt Instrument, description | During the year ended December 31, 2022, the Company made cash payments of $352,105. As a result of these payments, the amount owed at December 31, 2022 was $0. A loss on settlement of debt of $323,291 was recorded on the consolidated statement of operations for the year ended December 31, 2022. | |||||||||||||||||||||||||||||
Accrued interest | $ 53,642 | |||||||||||||||||||||||||||||
Jeffrey Gardner [Member] | ||||||||||||||||||||||||||||||
Convertible Debentures (Details) [Line Items] | ||||||||||||||||||||||||||||||
Convertible promissory note, percentage | 6% | |||||||||||||||||||||||||||||
Jeffrey Gardner [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||
Convertible Debentures (Details) [Line Items] | ||||||||||||||||||||||||||||||
Promissory note interest rate | 12% | |||||||||||||||||||||||||||||
James Marsh [Member] | ||||||||||||||||||||||||||||||
Convertible Debentures (Details) [Line Items] | ||||||||||||||||||||||||||||||
Convertible promissory note, percentage | 6% | |||||||||||||||||||||||||||||
Accrued rate | 6% | |||||||||||||||||||||||||||||
Conversion price per share (in Dollars per share) | $ 0.075 | |||||||||||||||||||||||||||||
Roger Ponder [Member] | ||||||||||||||||||||||||||||||
Convertible Debentures (Details) [Line Items] | ||||||||||||||||||||||||||||||
Convertible promissory note, percentage | 10% | |||||||||||||||||||||||||||||
Amortization of premium | $ 42,435 | |||||||||||||||||||||||||||||
Dominion Capital, LLC [Member] | ||||||||||||||||||||||||||||||
Convertible Debentures (Details) [Line Items] | ||||||||||||||||||||||||||||||
Convertible promissory note, percentage | 9.90% | |||||||||||||||||||||||||||||
Debt Instrument, description | During the year ended December 31, 2022, the Company made cash payments of $1,750,000. As a result of these payments, the amount owed at December 31, 2022 was $0. A loss on settlement of debt of $413,002 was recorded on the consolidated statement of operations for the year ended December 31, 2022. | |||||||||||||||||||||||||||||
Fair value conversion price | $ 4,183,000 | |||||||||||||||||||||||||||||
Accrued rate | 9.90% | 9.90% | ||||||||||||||||||||||||||||
Fixed price per share (in Dollars per share) | $ 0.5 | |||||||||||||||||||||||||||||
Aggregate principal amount | $ 2,500,000 | |||||||||||||||||||||||||||||
Net proceeds | 2,375,000 | |||||||||||||||||||||||||||||
Debt discount | $ 125,000 | |||||||||||||||||||||||||||||
Additional stock purchased (in Shares) | 5,400,000 | |||||||||||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 0.5 | |||||||||||||||||||||||||||||
Warrants expire date | Nov. 03, 2024 | |||||||||||||||||||||||||||||
Fair value warrant | $ 2,788,020 | |||||||||||||||||||||||||||||
Additional debt discount | 2,425,000 | |||||||||||||||||||||||||||||
Initial derivative expense | $ 4,596,020 | |||||||||||||||||||||||||||||
Principal payment | $ 750,000 | |||||||||||||||||||||||||||||
Shares of outstanding share purchase (in Shares) | 5,400,000 | |||||||||||||||||||||||||||||
Mark Munro 1996 Charitable Remainder UniTrust [Member] | ||||||||||||||||||||||||||||||
Convertible Debentures (Details) [Line Items] | ||||||||||||||||||||||||||||||
Convertible promissory note, percentage | 9% | |||||||||||||||||||||||||||||
Principal amount | $ 300,000 | |||||||||||||||||||||||||||||
Fair value conversion price | 5,129,000 | |||||||||||||||||||||||||||||
Aggregate principal amount | $ 2,750,000 | |||||||||||||||||||||||||||||
Principal balance | $ 2,292,971 | |||||||||||||||||||||||||||||
Payment, description | The note bears interest at a rate of 9% per annum and is due on September 1, 2022. The note is convertible into shares of the Company’s common stock at a fixed conversion price of $0.15 per share, subject to adjustment as set forth in the note. The note calls for monthly payments of $75,000 from April 2022 through August 2022, with a balloon payment of $2,375,000 due on September 1, 2022. | |||||||||||||||||||||||||||||
Debt settlement amount | $ 5,129,000 | |||||||||||||||||||||||||||||
FJ Vulis and Associates LLC [Member] | ||||||||||||||||||||||||||||||
Convertible Debentures (Details) [Line Items] | ||||||||||||||||||||||||||||||
Accrued rate | 12% | 12% | ||||||||||||||||||||||||||||
Aggregate principal amount | $ 500,000 | |||||||||||||||||||||||||||||
Derivatives and Hedging [Member] | ||||||||||||||||||||||||||||||
Convertible Debentures (Details) [Line Items] | ||||||||||||||||||||||||||||||
Aggregate principal amount | $ 511,000 | |||||||||||||||||||||||||||||
Debt discount | $500,000 | |||||||||||||||||||||||||||||
Convertible Note [Member] | SCS Capital Partners, LLC Two [Member] | ||||||||||||||||||||||||||||||
Convertible Debentures (Details) [Line Items] | ||||||||||||||||||||||||||||||
Principal amount | $ 94,260 | |||||||||||||||||||||||||||||
Convertible Note Nine [Member] | IQ Financial Inc. [Member] | ||||||||||||||||||||||||||||||
Convertible Debentures (Details) [Line Items] | ||||||||||||||||||||||||||||||
Convertible net of discount | $ 17,105 | |||||||||||||||||||||||||||||
Notes receivable | $ 325,000 | |||||||||||||||||||||||||||||
Convertible Note Eight [Member] | IQ Financial Inc. [Member] | ||||||||||||||||||||||||||||||
Convertible Debentures (Details) [Line Items] | ||||||||||||||||||||||||||||||
Debt Instrument, description | The interest on the outstanding principal due under the secured note accrues at a rate of 9% per annum. All principal and accrued but unpaid interest under the secured note is due on January 1, 2023. The holder may begin converting the note into shares of the Company’s common stock six months after issuance when it is Rule 144 eligible. The conversion price is fixed at $0.05 per share. | |||||||||||||||||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||
Convertible Debentures (Details) [Line Items] | ||||||||||||||||||||||||||||||
Principal payment | $ 750,000 | |||||||||||||||||||||||||||||
Convertible Note Ten [Member] | IQ Financial Inc. [Member] | ||||||||||||||||||||||||||||||
Convertible Debentures (Details) [Line Items] | ||||||||||||||||||||||||||||||
Owned amount | $ 500,000 | |||||||||||||||||||||||||||||
Securities Purchase Agreement One [Member] | Convertible Note Seven [Member] | SCS Capital Partners, LLC Two [Member] | ||||||||||||||||||||||||||||||
Convertible Debentures (Details) [Line Items] | ||||||||||||||||||||||||||||||
Principal amount | 219,941 | $ 175,000 | ||||||||||||||||||||||||||||
Accrued interest | 7,991 | |||||||||||||||||||||||||||||
Securities Purchase Agreement One [Member] | Convertible Note One [Member] | SCS, LLC One [Member] | ||||||||||||||||||||||||||||||
Convertible Debentures (Details) [Line Items] | ||||||||||||||||||||||||||||||
Debt instrument of purchase price | 289,473 | |||||||||||||||||||||||||||||
Original issue discount | 11,202 | |||||||||||||||||||||||||||||
Notes payable | 342,105 | |||||||||||||||||||||||||||||
Debt discount | 10,446 | |||||||||||||||||||||||||||||
Aggregate principal amount | $ 631,579 | |||||||||||||||||||||||||||||
Securities Purchase Agreement One [Member] | Convertible Note Eight [Member] | CCAG Investments, LLC [Member] | Jeffrey Gardner [Member] | ||||||||||||||||||||||||||||||
Convertible Debentures (Details) [Line Items] | ||||||||||||||||||||||||||||||
Aggregate principal amount | $ 125,000 |
Convertible Debentures (Detai_2
Convertible Debentures (Details) - Schedule of convertible debentures - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Convertible Debentures (Details) - Schedule of convertible debentures [Line Items] | ||
Total | $ 3,223,894 | $ 4,132,931 |
Less: Current portion of convertible debentures, net of debt discount/premium | (1,598,894) | (3,924,557) |
Convertible debentures, net of current portion, net of debt discount | 1,625,000 | 208,374 |
Jeffrey Gardner [Member] | ||
Convertible Debentures (Details) - Schedule of convertible debentures [Line Items] | ||
Total | 125,000 | 125,000 |
James Marsh [Member] | ||
Convertible Debentures (Details) - Schedule of convertible debentures [Line Items] | ||
Total | 125,000 | 125,000 |
Roger Ponder [Member] | ||
Convertible Debentures (Details) - Schedule of convertible debentures [Line Items] | ||
Total | 23,894 | 66,329 |
Mark Munro 1996 Charitable Remainder UniTrust [Member] | ||
Convertible Debentures (Details) - Schedule of convertible debentures [Line Items] | ||
Total | 2,450,000 | 2,750,000 |
FJ Vulis and Associates LLC [Member] | ||
Convertible Debentures (Details) - Schedule of convertible debentures [Line Items] | ||
Total | 500,000 | |
Cobra Equities SPV, LLC One [Member] | ||
Convertible Debentures (Details) - Schedule of convertible debentures [Line Items] | ||
Total | 200,000 | |
Cobra Equities SPV, LLC Three [Member] | ||
Convertible Debentures (Details) - Schedule of convertible debentures [Line Items] | ||
Total | 171,918 | |
Cobra Equities SPV, LLC Four [Member] | ||
Convertible Debentures (Details) - Schedule of convertible debentures [Line Items] | ||
Total | 203,932 | |
Dominion Capital, LLC [Member] | ||
Convertible Debentures (Details) - Schedule of convertible debentures [Line Items] | ||
Total | 276,025 | |
Cobra Equities SPV, LLC Five [Member] | ||
Convertible Debentures (Details) - Schedule of convertible debentures [Line Items] | ||
Total | ||
Cobra Equities SPV, LLC Two [Member] | ||
Convertible Debentures (Details) - Schedule of convertible debentures [Line Items] | ||
Total | 125,680 | |
Cobra Equities SPV, LLC Six [Member] | ||
Convertible Debentures (Details) - Schedule of convertible debentures [Line Items] | ||
Total | $ 89,047 |
Convertible Debentures (Detai_3
Convertible Debentures (Details) - Schedule of convertible debentures (Parentheticals) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Jeffrey Gardner [Member] | ||
Convertible Debentures (Details) - Schedule of convertible debentures (Parentheticals) [Line Items] | ||
Debt instrument, interest rate | 6% | |
Debt instrument maturity date | Sep. 15, 2021 | |
James Marsh [Member] | ||
Convertible Debentures (Details) - Schedule of convertible debentures (Parentheticals) [Line Items] | ||
Debt instrument, interest rate | 6% | |
Debt instrument maturity date | Sep. 15, 2021 | |
Roger Ponder [Member] | ||
Convertible Debentures (Details) - Schedule of convertible debentures (Parentheticals) [Line Items] | ||
Debt instrument, interest rate | 10% | |
Debt instrument maturity date | Mar. 31, 2023 | |
Debt Premium (in Dollars) | $ 0 | $ 42,435 |
Mark Munro 1996 Charitable Remainder UniTrust [Member] | ||
Convertible Debentures (Details) - Schedule of convertible debentures (Parentheticals) [Line Items] | ||
Debt instrument, interest rate | 9% | |
Debt instrument maturity date | Apr. 30, 2024 | |
FJ Vulis and Associates LLC [Member] | ||
Convertible Debentures (Details) - Schedule of convertible debentures (Parentheticals) [Line Items] | ||
Debt instrument, interest rate | 12% | |
Debt instrument maturity date | May 11, 2023 | |
Cobra Equities SPV, LLC One [Member] | ||
Convertible Debentures (Details) - Schedule of convertible debentures (Parentheticals) [Line Items] | ||
Debt instrument, interest rate | 18% | |
Debt instrument maturity date | Jun. 01, 2019 | |
Cobra Equities SPV, LLC Three [Member] | ||
Convertible Debentures (Details) - Schedule of convertible debentures (Parentheticals) [Line Items] | ||
Debt instrument, interest rate | 9% | |
Debt instrument maturity date | Jan. 01, 2023 | |
Convertible debentures, net of discount (in Dollars) | $ 0 | 117,556 |
Cobra Equities SPV, LLC Four [Member] | ||
Convertible Debentures (Details) - Schedule of convertible debentures (Parentheticals) [Line Items] | ||
Debt instrument, interest rate | 9% | |
Debt instrument maturity date | Jan. 01, 2023 | |
Convertible debentures, net of discount (in Dollars) | $ 0 | 148,173 |
Dominion Capital, LLC [Member] | ||
Convertible Debentures (Details) - Schedule of convertible debentures (Parentheticals) [Line Items] | ||
Debt instrument, interest rate | 9.90% | |
Debt instrument maturity date | Dec. 29, 2023 | |
Convertible debentures, net of discount (in Dollars) | $ 0 | $ 2,223,975 |
Cobra Equities SPV, LLC Five [Member] | ||
Convertible Debentures (Details) - Schedule of convertible debentures (Parentheticals) [Line Items] | ||
Debt instrument, interest rate | 9.90% | |
Debt instrument maturity date | Dec. 29, 2023 | |
Cobra Equities SPV, LLC Two [Member] | ||
Convertible Debentures (Details) - Schedule of convertible debentures (Parentheticals) [Line Items] | ||
Debt instrument, interest rate | 10% | |
Cobra Equities SPV, LLC Six [Member] | ||
Convertible Debentures (Details) - Schedule of convertible debentures (Parentheticals) [Line Items] | ||
Debt instrument, interest rate | 12% |
Factor Financing (Details)
Factor Financing (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Feb. 11, 2020 | Jun. 15, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Factor Financing (Details) [Line Items] | ||||
Outstanding amount | $ 1,968,816 | |||
Amount from bay view funding | $ 3,024,532 | |||
Factoring fees | $ 824,546 | |||
Received an aggregate amount | $ 10,678,029 | 28,984,034 | ||
Repaid an aggregate amount | $ 9,259,775 | 28,681,511 | ||
Company owed amount | $ 3,384,316 | |||
ADEX [Member] | ||||
Factor Financing (Details) [Line Items] | ||||
Factor agreement, description | Under the factoring agreement, High Wire’s ADEX subsidiary may borrow up to the lesser of $5,000,000 or an amount equal to the sum of all undisputed purchased receivables multiplied by the advance percentage, less any funds in reserve. ADEX will pay to Bay View Funding a factoring fee upon purchase of receivables by Bay View Funding equal to 0.75% of the gross face value of the purchased receivable for the first 30 day period from the date said purchased receivable is first purchased by Bay View Funding, and a factoring fee of 0.35% per 15 days thereafter until the date said purchased receivable is paid in full or otherwise repurchased by ADEX or otherwise written off by Bay View Funding within the write off period. ADEX will also pay a finance fee to Bay View Funding on the outstanding advances under the agreement at a floating rate per annum equal to the Prime Rate plus 3%. The finance rate will increase or decrease monthly, on the first day of each month, by the amount of any increase or decrease in the Prime Rate, but at no time will the finance fee be less than 7.75%. |
Derivative Liabilities (Details
Derivative Liabilities (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jun. 15, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Derivative liability balance | $ 7,496,482 | $ 8,044,931 | $ 15,528,339 |
Convertible debentures | $ 6,929,000 | $ 6,141,282 | $ 14,050,806 |
Share purchase warrants and stock options (in Shares) | 567,482 | 1,903,649 | 1,477,533 |
Derivative Liabilities (Detai_2
Derivative Liabilities (Details) - Schedule of changes in the fair value of the Company's Level 3 financial liabilities - Level 3 [Member] | 12 Months Ended | |
Dec. 31, 2022 USD ($) | ||
Derivative Liabilities (Details) - Schedule of changes in the fair value of the Company's Level 3 financial liabilities [Line Items] | ||
Balance at the beginning of the period | $ 15,528,339 | |
Change in fair value of embedded conversion option | (6,445,531) | |
Conversion of derivative liability | (1,239,898) | |
Initial value of derivatives upon issuance | 1,789,625 | |
Payment of debt | (1,308,000) | |
Settlement of warrants | (279,604) | |
Total | 8,044,931 | |
Less: Current portion of derivative liabilities | (4,720,805) | [1] |
Derivative liabilities, net of current portion | $ 3,324,126 | [1] |
[1]The current and long-term breakout of derivatives liabilities is based on the current and long-term breakout of the associated convertible debentures. |
Derivative Liabilities (Detai_3
Derivative Liabilities (Details) - Schedule of change in fair value measurement | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected dividend yield | 0% | 0% |
Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected volatility | 122% | 110% |
Risk-free interest rate | 3.99% | 0.06% |
Expected life (in years) | 3 months | 3 months |
Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected volatility | 269% | 257% |
Risk-free interest rate | 4.73% | 0.97% |
Expected life (in years) | 4 years 10 months 17 days | 2 years 11 months 12 days |
Common Stock (Details)
Common Stock (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||
Dec. 15, 2022 | Dec. 05, 2022 | Nov. 11, 2022 | Oct. 11, 2022 | Sep. 06, 2022 | Sep. 06, 2022 | Jul. 05, 2022 | May 19, 2022 | Apr. 04, 2022 | Feb. 07, 2022 | Jan. 11, 2022 | Dec. 15, 2021 | Nov. 08, 2021 | Nov. 04, 2021 | Oct. 06, 2021 | Aug. 12, 2021 | Jul. 15, 2021 | Dec. 30, 2022 | Nov. 18, 2022 | Nov. 17, 2022 | Sep. 21, 2022 | Jul. 29, 2022 | May 19, 2022 | Apr. 27, 2022 | Mar. 16, 2022 | Feb. 22, 2022 | Dec. 16, 2021 | Nov. 24, 2021 | Oct. 25, 2021 | Sep. 30, 2021 | Sep. 23, 2021 | Sep. 22, 2021 | Jun. 29, 2021 | Jun. 24, 2021 | Jun. 17, 2021 | Jun. 16, 2021 | Dec. 31, 2022 | Jun. 15, 2021 | |
Common Stock (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Shares of common stock (in Shares) | 25,474,625 | |||||||||||||||||||||||||||||||||||||
Common stock, shares issued (in Shares) | 1,338,620 | 69,281 | ||||||||||||||||||||||||||||||||||||
Fair value | $ 486,400 | |||||||||||||||||||||||||||||||||||||
Stated value per share (in Dollars per share) | $ 10,000 | |||||||||||||||||||||||||||||||||||||
Gain on settlement of warrants | $ 133,045 | $ 5,072 | ||||||||||||||||||||||||||||||||||||
Aggregate principal amount | $ 250,000 | |||||||||||||||||||||||||||||||||||||
Aggregate shares of common stock (in Shares) | 133,333,333 | |||||||||||||||||||||||||||||||||||||
Price per share (in Dollars per share) | $ 0.075 | |||||||||||||||||||||||||||||||||||||
Gross proceeds | $ 10,000,000 | |||||||||||||||||||||||||||||||||||||
Deposit number of shares percentage | 10% | |||||||||||||||||||||||||||||||||||||
Investors percentage | 10% | |||||||||||||||||||||||||||||||||||||
Daily trading volume | 10% | |||||||||||||||||||||||||||||||||||||
Aggregate amount | $ 6,200,000 | |||||||||||||||||||||||||||||||||||||
Additional amount | $ 1,600,000 | |||||||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Common Stock (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Common stock, shares authorized (in Shares) | 1,000,000,000 | |||||||||||||||||||||||||||||||||||||
Common stock price (in Dollars per share) | $ 0.00001 | |||||||||||||||||||||||||||||||||||||
Accrued interest | $ 36,296 | |||||||||||||||||||||||||||||||||||||
Cobra Equities SPV, LLC [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Common Stock (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Common stock, shares issued (in Shares) | 1,261,818 | 1,679,322 | 1,160,000 | |||||||||||||||||||||||||||||||||||
Conversion of principal amount | $ 150,000 | $ 33,600 | $ 45,000 | $ 31,900 | ||||||||||||||||||||||||||||||||||
Accrued interest | 1,100 | 1,181 | ||||||||||||||||||||||||||||||||||||
Fair value | $ 258,420 | $ 237,800 | ||||||||||||||||||||||||||||||||||||
Keith Hayter [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Common Stock (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Common stock, shares issued (in Shares) | 2,416,667 | |||||||||||||||||||||||||||||||||||||
Conversion of principal amount | $ 145,000 | |||||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Common Stock (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Common stock, shares issued (in Shares) | 1,025,641 | 985,651 | ||||||||||||||||||||||||||||||||||||
Fair value | $ 206,410 | $ 209,016 | ||||||||||||||||||||||||||||||||||||
Conversion of shares (in Shares) | 100,000 | 96,101 | ||||||||||||||||||||||||||||||||||||
Stated value per share (in Dollars per share) | $ 1 | $ 1 | ||||||||||||||||||||||||||||||||||||
Series D Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Common Stock (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Common stock, shares issued (in Shares) | 1,179,245 | 1,136,364 | 2,045,454 | |||||||||||||||||||||||||||||||||||
Fair value | $ 258,080 | $ 258,080 | $ 464,543 | |||||||||||||||||||||||||||||||||||
Conversion of shares (in Shares) | 25 | 25 | 45 | |||||||||||||||||||||||||||||||||||
Stated value per share (in Dollars per share) | $ 10,000 | $ 10,000 | ||||||||||||||||||||||||||||||||||||
Series E Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Common Stock (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Common stock, shares issued (in Shares) | 5,658,250 | |||||||||||||||||||||||||||||||||||||
Fair value | $ 1,209,159 | |||||||||||||||||||||||||||||||||||||
Conversion of shares (in Shares) | 124.4815 | |||||||||||||||||||||||||||||||||||||
Stated value per share (in Dollars per share) | $ 10,000 | |||||||||||||||||||||||||||||||||||||
Issuances of Shares Pursuant to a Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||||||
Common Stock (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Aggregate shares of common stock (in Shares) | 2,666,667 | 666,667 | 80,000,000 | |||||||||||||||||||||||||||||||||||
Aggregate cash proceeds | $ 200,000 | $ 50,000 | $ 5,950,000 | |||||||||||||||||||||||||||||||||||
Additional shares (in Shares) | 266,667 | 66,667 | 800,000 | |||||||||||||||||||||||||||||||||||
Aggregate fair value | $ 375,467 | $ 93,867 | $ 8,976,000 | |||||||||||||||||||||||||||||||||||
Cobra Equities SPV, LLC [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Common Stock (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Common stock, shares issued (in Shares) | 2,000,000 | 1,392,663 | 1,350,763 | 1,515,152 | 1,261,818 | 1,181,818 | 1,761,527 | 1,363,636 | 688,069 | 1,200,000 | 1,107,367 | 1,948,308 | 1,345,455 | 1,254,545 | 1,272,727 | 1,086,917 | ||||||||||||||||||||||
Conversion of principal amount | $ 60,000 | $ 28,547 | $ 28,547 | $ 29,000 | $ 50,227 | $ 33,500 | $ 32,500 | $ 12,442 | $ 90,000 | $ 60,000 | $ 25,000 | $ 50,227 | $ 35,500 | $ 33,000 | $ 116,000 | |||||||||||||||||||||||
Accrued interest | 40,000 | 36,295 | 2,000 | 20,000 | 1,200 | 36,000 | $ 37,500 | 1,320 | 613 | 1,500 | 1,500 | $ 35,000 | 2,300 | |||||||||||||||||||||||||
Fair value | $ 200,000 | $ 107,235 | $ 107,235 | $ 85,098 | $ 214,704 | $ 287,879 | 311,038 | 583,227 | 880,587 | 353,864 | 171,880 | $ 116,640 | $ 161,676 | $ 214,704 | 390,182 | 721,363 | 458,182 | 306,510 | ||||||||||||||||||||
Loss on debt conversion | $ 276,338 | $ 550,727 | $ 832,145 | $ 316,364 | $ 80,560 | $ 353,182 | $ 686,863 | $ 423,182 | $ 188,211 | |||||||||||||||||||||||||||||
Aggregate fair value | $ 319,071 | |||||||||||||||||||||||||||||||||||||
Efrat Investments, LLC [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Common Stock (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Common stock, shares issued (in Shares) | 660,000 | |||||||||||||||||||||||||||||||||||||
Conversion of principal amount | $ 33,000 | |||||||||||||||||||||||||||||||||||||
Accrued interest | 8,307 | |||||||||||||||||||||||||||||||||||||
Fair value | 223,740 | |||||||||||||||||||||||||||||||||||||
Derivative amount | 330,000 | |||||||||||||||||||||||||||||||||||||
Gain of debt conversion | $ 160,567 | |||||||||||||||||||||||||||||||||||||
Keith Hayter [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Common Stock (Details) [Line Items] | ||||||||||||||||||||||||||||||||||||||
Common stock, shares issued (in Shares) | 1,666,667 | 1,833,333 | 1,500,000 | |||||||||||||||||||||||||||||||||||
Conversion of principal amount | $ 100,000 | $ 110,000 | $ 90,000 | |||||||||||||||||||||||||||||||||||
Fair value | 203,667 | 861,667 | 362,258 | 521,250 | ||||||||||||||||||||||||||||||||||
Loss on debt conversion | $ 103,667 | $ 751,667 | $ 217,258 | $ 431,250 |
Preferred Stock (Details)
Preferred Stock (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||||||||||||||
Dec. 05, 2022 | Oct. 11, 2022 | Feb. 07, 2022 | Aug. 12, 2021 | Dec. 30, 2022 | Dec. 29, 2021 | Dec. 16, 2021 | Jun. 24, 2021 | Jun. 15, 2021 | Aug. 31, 2020 | Oct. 29, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 23, 2022 | May 11, 2022 | Dec. 20, 2021 | Dec. 13, 2021 | Oct. 20, 2021 | Sep. 23, 2021 | Jun. 14, 2021 | Jan. 27, 2021 | Jun. 18, 2020 | Apr. 08, 2020 | Apr. 16, 2018 | Nov. 15, 2017 | |
Preferred Stock (Textual) | |||||||||||||||||||||||||
Conversion price | $ 0.065 | $ 0.0275 | $ 0.01 | ||||||||||||||||||||||
Gain on settlement of warrants (in Dollars) | $ 176,735 | $ 176,735 | $ (127,973) | ||||||||||||||||||||||
Common stock shares issued (in Shares) | 164,490,441 | 46,151,188 | |||||||||||||||||||||||
Preferred stock stated value per share | $ 3,500 | ||||||||||||||||||||||||
Common stock closing price | $ 0.23075 | $ 0.225 | |||||||||||||||||||||||
Stock compensation (in Dollars) | $ 5,498,845 | ||||||||||||||||||||||||
Amount for each shares (in Dollars) | $ 554,031 | ||||||||||||||||||||||||
Percentage of conversion | 51% | ||||||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||||
Preferred Stock (Textual) | |||||||||||||||||||||||||
Fair value (in Dollars) | $ 1,024,000 | ||||||||||||||||||||||||
Preferred stock, shares authorized (in Shares) | 8,000,000 | 8,000,000 | 20,000,000 | ||||||||||||||||||||||
Preferred stock shares designated (in Shares) | 8,000,000 | ||||||||||||||||||||||||
Preferred stock conversion, description | High Wire made the first amendment to the Certificate of Designation of its Series A convertible preferred stock. This amendment updated the conversion price to be equal to the greater of 75% of the lowest VWAP during the ten trading day period immediately preceding the date a conversion notice is delivered or $120.00, subject to adjustment for any subdivision or combination of the Company’s outstanding shares of common stock. | ||||||||||||||||||||||||
Conversion price | $ 0.08 | $ 0.0975 | $ 0.2 | $ 3 | |||||||||||||||||||||
Forfeiting outstanding share (in Shares) | 5,400,000 | ||||||||||||||||||||||||
Conversion rights, description | The number of shares of common stock into which each share of the Series A preferred stock shares may be converted shall be determined by dividing the sum of the stated value of the Series A preferred stock shares ($1.00 per share) being converted and any accrued and unpaid dividends by the conversion price in effect at the time of the conversion. The Series A preferred stock shares may be converted at a fixed conversion price of $0.08, subject to adjustment for any subdivision or combination of the Company’s outstanding shares of common stock. The conversion price has a floor of $0.01 per share. | ||||||||||||||||||||||||
Common stock shares issued (in Shares) | 1,025,641 | 985,651 | |||||||||||||||||||||||
Conversion shares (in Shares) | 100,000 | 96,101 | |||||||||||||||||||||||
Stated value per share | $ 1 | $ 1 | |||||||||||||||||||||||
Fair value (in Dollars) | $ 206,410 | $ 209,016 | $ 722,098 | ||||||||||||||||||||||
Preferred stock, stated value | $ 0.00001 | $ 0.00001 | |||||||||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||||||||
Preferred Stock (Textual) | |||||||||||||||||||||||||
Fair value (in Dollars) | 0 | ||||||||||||||||||||||||
Preferred stock, shares authorized (in Shares) | 1,000 | 1,000 | |||||||||||||||||||||||
Preferred stock shares designated (in Shares) | 1,000 | ||||||||||||||||||||||||
Preferred stock stated value per share | $ 3,500 | $ 3,500 | |||||||||||||||||||||||
Series B preferred stock voting, description | Voting - The holders of shares of Series B preferred stock shall be voted together with the shares of common stock such that the aggregate voting power of the Series B preferred stock is equal to 51% of the total voting power of the Company. | ||||||||||||||||||||||||
Preferred stock, stated value | $ 3,500 | $ 3,500 | |||||||||||||||||||||||
Series D Preferred Stock [Member] | |||||||||||||||||||||||||
Preferred Stock (Textual) | |||||||||||||||||||||||||
Fair value (in Dollars) | $ 1,271,000 | ||||||||||||||||||||||||
Preferred stock, shares authorized (in Shares) | 1,590 | 1,590 | |||||||||||||||||||||||
Preferred stock shares designated (in Shares) | 25 | 140 | 1,590 | ||||||||||||||||||||||
Conversion shares (in Shares) | 25 | 25 | 45 | ||||||||||||||||||||||
Fair value (in Dollars) | $ 258,080 | $ 258,080 | $ 464,543 | $ 11,641,142 | |||||||||||||||||||||
Preferred stock stated value per share | $ 10,000 | $ 10,000 | $ 10,000 | $ 10,000 | $ 10,000 | ||||||||||||||||||||
Deemed dividend (in Dollars) | $ 5,852,000 | ||||||||||||||||||||||||
Preferred stock, stated value | 10,000 | $ 10,000 | $ 10,000 | ||||||||||||||||||||||
Common stock, par value | $ 0.00001 | ||||||||||||||||||||||||
Outstanding percentage | 51% | ||||||||||||||||||||||||
Common stock, shares issued (in Shares) | 2,045,454 | ||||||||||||||||||||||||
Common stock, shares issued (in Shares) | 1,179,245 | 1,136,364 | 810 | ||||||||||||||||||||||
Series D Preferred Stock [Member] | Common Stock [Member] | |||||||||||||||||||||||||
Preferred Stock (Textual) | |||||||||||||||||||||||||
Common stock, par value | $ 0.00001 | ||||||||||||||||||||||||
Series E Preferred Stock [Member] | |||||||||||||||||||||||||
Preferred Stock (Textual) | |||||||||||||||||||||||||
Fair value (in Dollars) | $ 5,104,658 | ||||||||||||||||||||||||
Preferred stock, shares authorized (in Shares) | 650 | 650 | |||||||||||||||||||||||
Preferred stock shares designated (in Shares) | 650 | ||||||||||||||||||||||||
Conversion shares (in Shares) | 124.4815 | ||||||||||||||||||||||||
Fair value (in Dollars) | $ 1,209,159 | ||||||||||||||||||||||||
Preferred stock stated value per share | $ 10,000 | $ 10,000 | $ 10,000 | ||||||||||||||||||||||
Preferred stock, stated value | $ 10,000 | $ 10,000 | |||||||||||||||||||||||
Common stock, shares issued (in Shares) | 5,658,250 | ||||||||||||||||||||||||
Amount for each shares (in Dollars) | $ 10,000 |
Share Purchase Warrants and S_3
Share Purchase Warrants and Stock Options (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Jun. 15, 2021 | Dec. 31, 2022 | |
Share Purchase Warrants (Textual) | ||
Share purchase warrants and stock options | $ 567,402 | |
Fair value warrants | $ 1,903,649 | |
Share purchase warrants | 4 years 9 months 18 days | |
Weighted-average remaining life | 3 years 8 months 12 days | |
Unvested stock options | $ 131,463 | |
Warrant [Member] | ||
Share Purchase Warrants (Textual) | ||
Shares Issued (in Shares) | 12,500,000 |
Share Purchase Warrants and S_4
Share Purchase Warrants and Stock Options (Details) - Schedule of share purchase warrants | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Schedule Of Share Purchase Warrants Abstract | |
Number of warrants, Beginning Balance | shares | 6,002,500 |
Weighted average exercise price, Beginning Balance | $ / shares | $ 0.5 |
Intrinsic value, Beginning Balance | $ | |
Number of warrants, Granted | shares | 12,500,000 |
Weighted average exercise price, Granted | $ / shares | $ 0.1 |
Number of warrants, Exercised | shares | |
Weighted average exercise price, Exercised | $ / shares | |
Number of warrants, Expired/forfeited | shares | (5,402,500) |
Weighted average exercise price, Expired/forfeited | $ / shares | $ 0.51 |
Number of warrants, Ending Balance | shares | 13,100,000 |
Weighted average exercise price, Ending Balance | $ / shares | $ 0.11 |
Intrinsic value, Ending Balance | $ | $ 562,500 |
Number of warrants, Exercisable | shares | 13,100,000 |
Weighted average exercise price, Exercisable | $ / shares | $ 0.11 |
Intrinsic value , Exercisable | $ | $ 562,500 |
Share Purchase Warrants and S_5
Share Purchase Warrants and Stock Options (Details) - Schedule of share purchase warrants outstanding - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Jun. 01, 2021 | |
Class of Warrant or Right [Line Items] | |||
Number of warrants | 13,100,000 | 6,002,500 | |
Expiry date | Dec. 15, 2021 | ||
Warrant Expiry Date Three [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants | 200,000 | ||
Exercise Price | $ 0.25 | ||
Issuance date | Dec. 14, 2021 | ||
Expiry date | Dec. 14, 2024 | ||
Remaining life | 1 year 11 months 15 days | ||
Warrant Expiry Date Four [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants | 400,000 | ||
Exercise Price | $ 0.25 | ||
Issuance date | Dec. 14, 2021 | ||
Expiry date | Dec. 14, 2024 | ||
Remaining life | 1 year 11 months 15 days | ||
Warrant Expiry Date Two [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants | 12,500,000 | ||
Exercise Price | $ 0.1 | ||
Issuance date | Nov. 18, 2022 | ||
Expiry date | Nov. 18, 2027 | ||
Remaining life | 4 years 10 months 17 days |
Share Purchase Warrants and S_6
Share Purchase Warrants and Stock Options (Details) - Schedule of activity of stock options - Share-Based Payment Arrangement, Option [Member] | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Share Purchase Warrants and Stock Options (Details) - Schedule of activity of stock options [Line Items] | |
Number of stock options, Beginning Balance | shares | 10,844,239 |
Weighted average exercise price, Beginning Balance | $ / shares | $ 0.29 |
Intrinsic value, Beginning Balance | $ | |
Number of stock options, Issued | shares | 1,701,080 |
Weighted average exercise price, Issued | $ / shares | $ 0.1 |
Number of stock options, Exercised | shares | |
Weighted average exercise price, Exercised | $ / shares | |
Number of stock options, Cancelled/expired/forfeited | shares | (607,751) |
Weighted average exercise price, Cancelled/expired/forfeited | $ / shares | $ 0.25 |
Number of stock options, Ending Balance | shares | 11,937,568 |
Weighted average exercise price, Ending Balance | $ / shares | $ 0.26 |
Intrinsic value, Ending Balance | $ | $ 89,238 |
Number of stock options, Exercisable | shares | 7,306,444 |
Weighted average exercise price, Exercisable | $ / shares | $ 0.28 |
Intrinsic value, Exercisable | $ |
Share Purchase Warrants and S_7
Share Purchase Warrants and Stock Options (Details) - Schedule of stock options outstanding | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Share Purchase Warrants and Stock Options (Details) - Schedule of stock options outstanding [Line Items] | |
Number of stock options | 12,034,280 |
Stock Option One [Member] | |
Share Purchase Warrants and Stock Options (Details) - Schedule of stock options outstanding [Line Items] | |
Number of stock options | 961,330 |
Exercise price | $ / shares | $ 0.58 |
Issuance Date | Feb. 23, 2021 |
Expiry date | Feb. 23, 2026 |
Remaining Life | 3 years 1 month 24 days |
Stock Option Two [Member] | |
Share Purchase Warrants and Stock Options (Details) - Schedule of stock options outstanding [Line Items] | |
Number of stock options | 3,318,584 |
Exercise price | $ / shares | $ 0.25 |
Issuance Date | Jun. 16, 2021 |
Expiry date | Jun. 16, 2026 |
Remaining Life | 3 years 5 months 15 days |
Stock Option Three [Member] | |
Share Purchase Warrants and Stock Options (Details) - Schedule of stock options outstanding [Line Items] | |
Number of stock options | 100,603 |
Exercise price | $ / shares | $ 0.25 |
Issuance Date | Aug. 11, 2021 |
Expiry date | Aug. 11, 2026 |
Remaining Life | 3 years 7 months 9 days |
Stock Option Four [Member] | |
Share Purchase Warrants and Stock Options (Details) - Schedule of stock options outstanding [Line Items] | |
Number of stock options | 5,767,429 |
Exercise price | $ / shares | $ 0.25 |
Issuance Date | Aug. 18, 2021 |
Expiry date | Aug. 18, 2026 |
Remaining Life | 3 years 7 months 17 days |
Stock Options Nine [Member] | |
Share Purchase Warrants and Stock Options (Details) - Schedule of stock options outstanding [Line Items] | |
Number of stock options | 185,254 |
Exercise price | $ / shares | $ 0.54 |
Issuance Date | Nov. 03, 2021 |
Expiry date | Nov. 03, 2026 |
Remaining Life | 3 years 10 months 2 days |
Stock Options Six [Member] | |
Share Purchase Warrants and Stock Options (Details) - Schedule of stock options outstanding [Line Items] | |
Number of stock options | 120,128 |
Exercise price | $ / shares | $ 0.19 |
Issuance Date | Mar. 21, 2022 |
Expiry date | Mar. 21, 2027 |
Remaining Life | 4 years 2 months 19 days |
Stock Options Seven [Member] | |
Share Purchase Warrants and Stock Options (Details) - Schedule of stock options outstanding [Line Items] | |
Number of stock options | 95,238 |
Exercise price | $ / shares | $ 0.11 |
Issuance Date | May 16, 2022 |
Expiry date | May 16, 2027 |
Remaining Life | 4 years 4 months 17 days |
Stock Options Eight [Member] | |
Share Purchase Warrants and Stock Options (Details) - Schedule of stock options outstanding [Line Items] | |
Number of stock options | 1,485,714 |
Exercise price | $ / shares | $ 0.09 |
Issuance Date | Sep. 28, 2022 |
Expiry date | Sep. 28, 2027 |
Remaining Life | 4 years 9 months |
Leases (Details)
Leases (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases (Textual) | ||
Operating lease expense | $ 202,265 | $ 161,577 |
Short-term lease costs | 63,508 | 34,400 |
Measurement of operating lease liabilities | 207,767 | 155,259 |
Operating lease liabilities cash paid | $ 175,346 | $ 119,031 |
Weighted average discount rate | 14% | |
Weighted average remaining term | 6 months |
Leases (Details) - Schedule of
Leases (Details) - Schedule of operating lease right of use (“ROU”) assets and liabilities - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Operating Lease Right Of Use Rou Assets And Liabilities Abstract | ||
Operating lease assets | $ 75,778 | $ 227,132 |
Operating lease liabilities: | ||
Current operating lease liabilities | 93,623 | 142,925 |
Long term operating lease liabilities | 126,044 | |
Total operating lease liabilities | $ 93,623 | $ 268,969 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of operating lease liabilities | Dec. 31, 2022 USD ($) |
Schedule Of Operating Lease Liabilities Abstract | |
2023 | $ 96,839 |
Less: imputed interest | (3,216) |
Total | $ 93,623 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Dec. 16, 2021 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Lease term, description | The Company leases certain of its properties under leases that expire on various dates through 2023. Some of these agreements include escalation clauses and provide for renewal options ranging from one to five years. Leases with an initial term of 12 months or less and immaterial leases are not recorded on the balance sheet (refer to Note 14, Leases, for amounts expensed during the years ended December 31, 2022 and 2021). | |
Claim amount | $ 100,000 | |
Lawsuit | $ 39,000 |
Segment Disclosures (Details)
Segment Disclosures (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting [Abstract] | ||
Number of operating segments | 2 | 2 |
Segment reporting, description | The Company operates the High Wire reporting segment in one geographical area (the United States) and the AWS PR/SVC/Tropical/HWN/former ADEX operating segment in three geographical areas (the United States, Puerto Rico, and Canada). |
Segment Disclosures (Details) -
Segment Disclosures (Details) - Schedule of information by operating segment - USD ($) | 12 Months Ended | ||
Jan. 15, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Net sales | $ 55,049,441 | $ 27,206,689 | |
Operating loss | (23,661,958) | (3,674,429) | |
Interest expense | $ 25,000 | 1,344,572 | 538,279 |
Depreciation and amortization | 1,333,768 | 506,364 | |
Total assets | 32,594,971 | 43,821,582 | |
High Wire [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | |||
Operating loss | (3,982,006) | (2,184,740) | |
Interest expense | 1,164,640 | 293,359 | |
Depreciation and amortization | |||
Total assets | 606,752 | 506,835 | |
Technology [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | 55,049,441 | 27,206,689 | |
Operating loss | (19,679,952) | (1,489,689) | |
Interest expense | 179,932 | 244,920 | |
Depreciation and amortization | 1,333,768 | 506,364 | |
Total assets | $ 31,988,219 | $ 43,314,747 |
Segment Disclosures (Details)_2
Segment Disclosures (Details) - Schedule of geographic information - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | $ 55,049,441 | $ 27,206,689 |
Long-lived Assets | 21,925,140 | 34,832,755 |
Puerto Rico and Canada [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 2,267,820 | 1,226,594 |
Long-lived Assets | 5,338 | 11,082 |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues | 52,781,621 | 25,980,095 |
Long-lived Assets | $ 21,919,802 | $ 34,821,673 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes (Details) [Line Items] | ||
Foreign pre tax income | $ 385,371 | $ 256,549 |
Domestic pre tax loss | 20,211,845 | 13,934,179 |
Operating loss carryforwards | $ 18,187,286 | $ 27,447,714 |
Shareholders percentage | 5% | |
Shareholders [Member] | ||
Income Taxes (Details) [Line Items] | ||
Shareholders percentage | 5% | |
Lowest percentage of the shares | 50% |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of pre-tax loss - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Pre Tax Loss [Abstract] | ||
Domestic | $ (20,211,845) | $ (13,934,179) |
Foreign | 385,371 | 256,549 |
Pre-tax Loss | $ (19,826,474) | $ (13,677,630) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of provision for income taxes - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Provision for Income Taxes [Abstract] | ||
Federal | ||
State | ||
Total deferred | ||
Total provision for income taxes | ||
Foreign | ||
Total current |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of effective tax rate - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Effective Tax Rate [Abstract] | ||
Federal tax benefit at statutory rate | (21.00%) | (21.00%) |
Permanent differences (in Dollars) | $ (22.9) | $ 20 |
State tax benefit, net of Federal benefits | ||
Other | ||
Effect of foreign income taxed in rates other than the U.S. Federal statutory rate | ||
Net change in valuation allowance | 43.90% | 1% |
Provision |
Income Taxes (Details) - Sche_4
Income Taxes (Details) - Schedule of deferred tax assets and liabilities - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Deferred Tax Assets and Liabilities [Abstract] | ||
Net operating loss carryforwards | $ 18,187,286 | $ 27,447,714 |
Depreciation | 59,454 | 3,634 |
Total assets | 18,246,740 | 27,451,348 |
Total liabilities | ||
Less: Valuation allowance | (18,246,740) | (27,451,348) |
Net deferred tax liabilities |
Discontinued Operations (Detail
Discontinued Operations (Details) | 1 Months Ended | 12 Months Ended |
Feb. 15, 2022 | Dec. 31, 2021 | |
JTM [Member] | ||
Discontinued Operations (Details) [Line Items] | ||
Interest percentage | 50% | 50% |
Discontinued Operations (Deta_2
Discontinued Operations (Details) - Schedule of balance sheet of the Company’s discontinued operations - Parent Company [Member] | Dec. 31, 2021 USD ($) |
Current assets: | |
Cash | $ 809,917 |
Accounts receivable | 1,067,995 |
Contract assets | 147,568 |
Prepaid expenses and deposits | 57,915 |
Current assets of discontinued operations | 2,083,395 |
Noncurrent assets: | |
Property and equipment, net of accumulated depreciation of $73,733 | 52,618 |
Noncurrent assets of discontinued operations | 52,618 |
Current liabilities: | |
Accounts payable and accrued liabilities | 402,142 |
Contract liabilities | 4,700 |
Loans payable | 12,362 |
Current liabilities of discontinued operations | 419,204 |
Noncurrent liabilities: | |
Loans payable, net of current portion | 33,496 |
Noncurrent liabilities of discontinued operations | $ 33,496 |
Discontinued Operations (Deta_3
Discontinued Operations (Details) - Schedule of balance sheet of the Company’s discontinued operations (Parentheticals) | Dec. 31, 2021 USD ($) |
Parent Company [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Accumulated depreciation | $ 73,733 |
Discontinued Operations (Deta_4
Discontinued Operations (Details) - Schedule of statements of operations for the Company’s discontinued operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Statements Of Operations For The Company's Discontinued Operations [Abstract] | ||
Revenue | $ 132,033 | $ 9,509,419 |
Operating expenses: | ||
Cost of revenues | 298,384 | 7,043,944 |
Depreciation and amortization | 49,597 | |
Salaries and wages | 32,666 | 366,654 |
General and administrative | 57,957 | 567,346 |
Goodwill impairment | 875,201 | |
Intangible asset impairment | 175,954 | |
Total operating expenses | 389,007 | 9,078,696 |
(Loss) income from operations | (256,974) | 430,723 |
Other income: | ||
Gain on disposal of subsidiary | 919,873 | |
Interest expense | (6,168) | |
PPP loan forgiveness | 250,800 | |
Total other income | 919,873 | 244,632 |
Pre-tax income from operations | 662,899 | 675,355 |
Provision for income taxes | ||
Net income from discontinued operations, net of tax | $ 662,899 | $ 675,355 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||
Mar. 23, 2023 | Mar. 22, 2023 | Mar. 17, 2023 | Mar. 06, 2023 | Feb. 24, 2023 | Feb. 20, 2023 | Feb. 16, 2023 | Feb. 09, 2023 | Feb. 08, 2023 | Feb. 06, 2023 | Feb. 03, 2023 | Jan. 20, 2023 | Jan. 17, 2023 | Jan. 16, 2023 | Jan. 06, 2023 | Jan. 05, 2023 | Oct. 11, 2022 | Feb. 07, 2022 | Aug. 12, 2021 | Aug. 31, 2023 | Dec. 16, 2021 | Sep. 30, 2021 | Jun. 29, 2021 | Jun. 24, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 22, 2023 | Jan. 01, 2023 | Dec. 23, 2022 | Jun. 15, 2021 | |
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||
Shares issued (in Shares) | 164,490,441 | 46,151,188 | ||||||||||||||||||||||||||||
Conversion shares (in Shares) | 1,338,620 | 69,281 | ||||||||||||||||||||||||||||
Additional shares (in Shares) | 25,474,625 | |||||||||||||||||||||||||||||
Unsecured interest | 12% | |||||||||||||||||||||||||||||
Maturity date | Apr. 15, 2023 | |||||||||||||||||||||||||||||
Promissory note issued | $ 5,561,975 | |||||||||||||||||||||||||||||
Cash received | $ 886,569 | 508,395 | ||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||
Promissory note issued | $ 255 | |||||||||||||||||||||||||||||
Options to purchase shares (in Shares) | 1,407,901 | |||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||
Shares issued (in Shares) | 1,025,641 | 985,651 | ||||||||||||||||||||||||||||
Conversion shares (in Shares) | 1,025,641 | 985,651 | ||||||||||||||||||||||||||||
Conversion price (in Dollars per share) | $ 1 | $ 1 | ||||||||||||||||||||||||||||
Fair value amount | $ 1,024,000 | |||||||||||||||||||||||||||||
Series D Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||
Conversion shares (in Shares) | 1,179,245 | 1,136,364 | 2,045,454 | |||||||||||||||||||||||||||
Fair value amount | $ 1,271,000 | |||||||||||||||||||||||||||||
shares of common stock (in Shares) | 1,179,245 | 1,136,364 | 810 | |||||||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||
Interest | 15% | |||||||||||||||||||||||||||||
Outstanding principal | $ 235,837 | |||||||||||||||||||||||||||||
Interest per annum | 15% | |||||||||||||||||||||||||||||
Shares issued (in Shares) | 3,750,000 | |||||||||||||||||||||||||||||
shares of common stock (in Shares) | 800,000 | |||||||||||||||||||||||||||||
Convertible note payment extension agreement description | On February 6, 2023, the Company executed an agreement with FJ Vulis and Associates, LLC whereby FJ Vulis and Associates, LLC agreed to extend its option to call for payment of the principal amount and accrued interest of its convertible debenture from February 6, 2023 to March 3, 2023. In exchange, the Company agreement to pay FJ Vulis and Associates a one-time extension fee of $30,000. | |||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 0.3 | |||||||||||||||||||||||||||||
Accounts receivable percentage | 90% | |||||||||||||||||||||||||||||
Total borrowings | $ 9,000,000 | |||||||||||||||||||||||||||||
Stock purchase agreement description | its legacy staffing business in a transaction valued at approximately $11.5 million, comprised primarily of the elimination of approximately $10 million of debt, representing monthly debt payments of approximately $325,000, and the cancellation of 140 shares of the Company’s Series D preferred stock. The sale of ADEX Corporation closed simultaneously with the signing of the agreement. | |||||||||||||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||
shares of common stock (in Shares) | 2,000,000 | |||||||||||||||||||||||||||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||
Conversion shares (in Shares) | 300,000 | |||||||||||||||||||||||||||||
Conversion price (in Dollars per share) | $ 1 | |||||||||||||||||||||||||||||
Fair value amount | $ 722,098 | |||||||||||||||||||||||||||||
Conversion of remaining shares (in Shares) | 0 | |||||||||||||||||||||||||||||
Subsequent Event [Member] | Series D Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||
shares of common stock (in Shares) | 6,511,628 | |||||||||||||||||||||||||||||
Stated value, per share (in Dollars per share) | $ 10,000 | |||||||||||||||||||||||||||||
Fair value | $ 1,486,699 | |||||||||||||||||||||||||||||
Subsequent Event [Member] | Series C Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||
Number of shares (in Shares) | 140 | |||||||||||||||||||||||||||||
Issuances of shares pursuant to a Securities Purchase Agreement [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||
shares of common stock (in Shares) | 5,000,000 | 16,000,000 | 3,333,333 | 2,666,667 | 10,000,000 | 8,666,667 | ||||||||||||||||||||||||
Aggregate cash proceeds | $ 375,000 | $ 1,200,000 | $ 250,000 | $ 200,000 | $ 750,000 | $ 650,000 | ||||||||||||||||||||||||
Additional shares (in Shares) | 500,000 | 1,600,000 | 333,333 | 266,667 | 1,000,000 | 866,667 | ||||||||||||||||||||||||
Aggregate fair value | $ 575,000 | $ 1,830,400 | $ 351,667 | $ 293,333 | $ 1,140,700 | $ 1,238,380 | ||||||||||||||||||||||||
Jeffrey Gardner [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||
Maturity date | Apr. 15, 2023 | |||||||||||||||||||||||||||||
Promissory note issued | $ 330,000 | |||||||||||||||||||||||||||||
Interest rate | 12% | |||||||||||||||||||||||||||||
Cash proceeds | $ 300,000 | |||||||||||||||||||||||||||||
Issuance of stock options to Mark Porter [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||
Options to purchase shares (in Shares) | 894,737 | |||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 0.095 | |||||||||||||||||||||||||||||
Loan with Cedar Advance LLC (2023) [Member] | ||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||
Financing agreement description | Pursuant to the terms of the Financing Agreement, the Company agreed to pay Cedar Advance $30,208 each week based upon an anticipated 25% of its future receivables until such time as $725,000 has been paid, a period Cedar Advance and the Financing Parties estimate to be approximately six months. The Financing Agreement also contains customary affirmative and negative covenants, representations and warranties, and default and termination provisions. | |||||||||||||||||||||||||||||
Loan with Cedar Advance LLC (2023) [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||
Aggregate amount | $ 725,000 | |||||||||||||||||||||||||||||
Purchase price | 500,000 | |||||||||||||||||||||||||||||
Cash received | $ 475,000 | |||||||||||||||||||||||||||||
Loan with Pawn Funding (2023) [Member] | ||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||
Financing agreement description | Pursuant to the terms of the Financing Agreement, the Company agreed to pay Pawn Funding $15,104 each week based upon an anticipated 25% of its future receivables until such time as $362,500 has been paid, a period Pawn Funding and the Financing Parties estimate to be approximately six months. The Financing Agreement also contains customary affirmative and negative covenants, representations and warranties, and default and termination provisions. | |||||||||||||||||||||||||||||
Loan with Pawn Funding (2023) [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||
Aggregate amount | $ 362,500 | |||||||||||||||||||||||||||||
Purchase price | 250,000 | |||||||||||||||||||||||||||||
Cash received | $ 237,500 | |||||||||||||||||||||||||||||
Issuance of shares pursuant to consulting agreements [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||
Options to purchase shares (in Shares) | 600,000 | |||||||||||||||||||||||||||||
Stephen LaMarche [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||
Additional shares (in Shares) | 869,565 | |||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 0.115 | |||||||||||||||||||||||||||||
Options rate | 30% | |||||||||||||||||||||||||||||
Vesting percentage | 70% | |||||||||||||||||||||||||||||
Issuance of Stock Options to Employees [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||||||||||||
Additional shares (in Shares) | 834,783 | |||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 0.115 | |||||||||||||||||||||||||||||
Options rate | 30% | |||||||||||||||||||||||||||||
Vesting percentage | 70% |