Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 21, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Entity Information [Line Items] | ||
Entity Registrant Name | High Wire Networks, Inc. | |
Entity Central Index Key | 0001413891 | |
Entity File Number | 000-53461 | |
Entity Tax Identification Number | 81-5055489 | |
Entity Incorporation, State or Country Code | NV | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Incorporation, Date of Incorporation | Jan. 20, 2017 | |
Entity Contact Personnel [Line Items] | ||
Entity Address, Address Line One | 30 North Lincoln Street | |
Entity Address, City or Town | Batavia | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60510 | |
Entity Phone Fax Numbers [Line Items] | ||
City Area Code | 952 | |
Local Phone Number | 974-4000 | |
Entity Listings [Line Items] | ||
Title of 12(b) Security | Common stock | |
Trading Symbol | HWNI | |
Security Exchange Name | NONE | |
Entity Common Stock, Shares Outstanding | 240,620,455 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash | $ 4,185,310 | $ 328,282 |
Accounts receivable, net of allowances of $71,647 and $81,359, respectively, and unbilled revenue of $73,000 and $99,916, respectively | 1,374,335 | 670,388 |
Prepaid expenses and other current assets | 213,795 | 117,030 |
Current assets of discontinued operations | 1,629,011 | |
Total current assets | 5,773,440 | 2,744,711 |
Property and equipment, net of accumulated depreciation of $604,055 and $477,763, respectively | 913,325 | 1,026,293 |
Goodwill | 1,812,818 | 3,162,499 |
Intangible assets, net of accumulated amortization of $1,236,885 and $2,350,059, respectively | 3,202,861 | 3,620,256 |
Operating lease right-of-use assets | 226,763 | 277,995 |
Total assets | 11,929,207 | 10,831,754 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 5,685,998 | 5,189,996 |
Contract liabilities | 364,930 | 80,819 |
Current portion of convertible debentures, net of debt discount of $164,923 and $614,556, respectively | 634,484 | 326,005 |
Factor financing | 1,361,656 | |
Warrant liabilities | 122,000 | 833,615 |
Operating lease liabilities, current portion | 96,853 | 89,318 |
Current liabilities of discontinued operations | 505,782 | 1,529,286 |
Total current liabilities | 8,959,269 | 12,660,530 |
Long-term liabilities: | ||
Convertible debentures, net of current portion, net of debt discount of $0 and $464,839, respectively | 685,161 | |
Operating lease liabilities, net of current portion | 134,995 | 190,989 |
Total long-term liabilities | 504,064 | 920,853 |
Total liabilities | 9,463,333 | 13,581,383 |
Commitments and contingencies (Note 15) | ||
Preferred stock value | ||
Stockholders’ deficit: | ||
Common stock; $0.00001 par value; 1,000,000,000 shares authorized; 240,620,455 and 239,876,900 issued and outstanding as of June 30, 2024 and December 31, 2023, respectively | 2,406 | 2,399 |
Additional paid-in capital | 32,022,974 | 31,178,365 |
Accumulated deficit | (42,174,583) | (46,545,470) |
Total stockholders’ deficit | 2,465,874 | (2,749,629) |
Total liabilities and stockholders’ deficit | 11,929,207 | 10,831,754 |
Related party | ||
Current liabilities: | ||
Current portion of loans payable to related parties, net of debt discount of $0 and $10,968, respectively | 116,556 | 254,032 |
Long-term liabilities: | ||
Loans payable to related parties, net of current portion, net of debt discount of $0 and $25,297, respectively | 273,319 | 44,703 |
Nonrelated party | ||
Current liabilities: | ||
Current portion of loans payable, net of debt discount of $69,821 and $96,552, respectively | 1,432,666 | 2,995,803 |
Long-term liabilities: | ||
Loans payable, net of current portion, net of debt discount of $7,195 | 95,750 | |
Convertible Debt [Member] | ||
Current liabilities: | ||
Current portion of convertible debentures, net of debt discount of $164,923 and $614,556, respectively | 634,484 | 326,005 |
Long-term liabilities: | ||
Convertible debentures, net of current portion, net of debt discount of $0 and $464,839, respectively | 685,161 | |
Series B Preferred Stock | ||
Long-term liabilities: | ||
Preferred stock value | ||
Series D Preferred Stock | ||
Stockholders’ deficit: | ||
Preferred stock value | 7,745,643 | 7,745,643 |
Series E Preferred Stock | ||
Stockholders’ deficit: | ||
Preferred stock value | $ 4,869,434 | $ 4,869,434 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Accounts receivable, net of allowances (in Dollars) | $ 71,647 | $ 81,359 |
Unbilled revenue (in Dollars) | 73,000 | 99,916 |
Property and equipment, net of accumulated depreciation (in Dollars) | 604,055 | 477,763 |
Intangible assets, net of accumulated amortization (in Dollars) | $ 1,236,885 | $ 2,350,059 |
Common stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 240,620,455 | 239,876,900 |
Common stock, shares outstanding | 240,620,455 | 239,876,900 |
Related party | ||
Current portion of loans payable to related parties, net of debt discount (in Dollars) | $ 0 | $ 10,968 |
Loans payable to related parties,net of debt discount (in Dollars) | 0 | 25,297 |
Nonrelated party | ||
Current portion of loans payable, net of debt discount (in Dollars) | 69,821 | 96,552 |
Loans payable, net of debt discount (in Dollars) | 7,195 | 7,195 |
Convertible Debt [Member] | ||
Current portion of convertible debentures, net of debt discount (in Dollars) | 164,923 | 614,556 |
Convertible debentures, net of current portion, net of debt discount (in Dollars) | $ 0 | $ 464,839 |
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 | 943 | 943 |
Preferred stock, shares outstanding | 943 | 943 |
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 | 311 | 311 |
Preferred stock, shares outstanding | 311 | 311 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Revenue | $ 1,937,618 | $ 1,699,542 | $ 3,999,121 | $ 3,648,640 |
Operating expenses: | ||||
Cost of revenue | 1,146,444 | 1,267,193 | 2,268,462 | 2,627,214 |
Depreciation and amortization | 233,523 | 214,743 | 421,861 | 415,890 |
Salaries and wages | 2,012,884 | 1,183,807 | 3,333,103 | 1,888,697 |
General and administrative | 1,548,481 | 1,831,098 | 2,506,734 | 3,496,339 |
Total operating expenses | 4,941,332 | 4,496,841 | 8,530,160 | 8,428,140 |
Loss from operations | (3,003,714) | (2,797,299) | (4,531,039) | (4,779,500) |
Other income (expense): | ||||
Interest expense | (744,037) | (402,401) | (987,073) | (588,053) |
Amortization of debt discounts | (423,876) | (328,828) | (856,810) | (837,392) |
Warrant expense | (19,140) | (233,877) | ||
(Loss) gain on change in fair value of warrant liabilities | (12,200) | 229,793 | ||
Gain on settlement of debt | 219,330 | 219,330 | ||
Exchange loss | (12,974) | (6,573) | (27,862) | (8,029) |
Gain on extinguishment of warrant liabilities | 921,422 | 921,422 | ||
Penalty fee | (100,000) | |||
Liquidated damages related to escrow shares | (1,222,000) | (1,222,000) | ||
Gain on change in fair value of derivative liabilities | 3,140,404 | |||
Gain on extinguishment of derivatives | 1,692,232 | |||
Other income | 37,500 | 37,500 | ||
Total other (expense) income | (71,475) | (1,922,302) | (835,077) | 2,214,662 |
Net loss from continuing operations before income taxes | (3,075,189) | (4,719,601) | (5,366,116) | (2,564,838) |
Provision for income taxes | ||||
Net loss from continuing operations | (3,075,189) | (4,719,601) | (5,366,116) | (2,564,838) |
Net income (loss) from discontinued operations, net of tax | 7,860,514 | 577,606 | 9,737,003 | (1,408,848) |
Net income (loss) attributable to High Wire Networks, Inc. common shareholders | $ 4,785,325 | $ (4,141,995) | $ 4,370,887 | $ (3,973,686) |
Income (loss) per share attributable to High Wire Networks, Inc. common shareholders, basic: | ||||
Net loss from continuing operations (in Dollars per share) | $ (0.01) | $ (0.02) | $ (0.02) | $ (0.01) |
Net income (loss) from discontinued operations, net of taxes (in Dollars per share) | 0.03 | 0 | 0.04 | (0.01) |
Net income (loss) per share (in Dollars per share) | 0.02 | (0.02) | 0.02 | (0.02) |
Income (loss) per share attributable to High Wire Networks, Inc. common shareholders, diluted: | ||||
Net loss from continuing operations (in Dollars per share) | (0.01) | (0.02) | (0.02) | (0.01) |
Net income (loss) from discontinued operations, net of taxes (in Dollars per share) | 0.03 | 0 | 0.04 | (0.01) |
Net income (loss) per share (in Dollars per share) | $ 0.02 | $ (0.02) | $ 0.02 | $ (0.02) |
Weighted average common shares outstanding | ||||
Basic (in Shares) | 240,620,455 | 232,300,415 | 240,579,600 | 214,984,254 |
Diluted (in Shares) | 272,051,584 | 232,300,415 | 272,010,729 | 214,984,254 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholder’S Deficit (Unaudited) - USD ($) | Common Sock | Preferred Stock Series D | Preferred Stock Series E | Additional Paid-in Capital | Accumulated Deficit | Total |
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 | |||||
Issuance of common stock upon conversion | $ 38 | 722,060 | 722,098 | |||
Issuance of common stock upon conversion (in Shares) | 3,750,000 | |||||
Issuance of common stock pursuant to PIPE transaction | $ 502 | 3,424,498 | 3,425,000 | |||
Issuance of common stock pursuant to PIPE transaction (in Shares) | 50,233,334 | |||||
Issuance of common stock upon conversion of Series D preferred stock | $ 65 | 1,445,155 | 1,445,220 | |||
Issuance of common stock upon conversion of Series D preferred stock (in Shares) | 6,511,628 | |||||
Issuance of common stock to third-party vendors | $ 28 | 242,172 | 242,200 | |||
Issuance of common stock to third-party vendors (in Shares) | 2,800,000 | |||||
Reclassification of Series D and E preferred stock to permanent equity | $ 9,245,462 | $ 5,104,658 | 14,350,120 | |||
Reclassification of Series D and E preferred stock to permanent equity (in Shares) | 1,125 | 526 | ||||
Stock-based compensation | 285,791 | 285,791 | ||||
Net income (loss) | 168,309 | 168,309 | ||||
Balance at Mar. 31, 2023 | $ 2,278 | $ 9,245,462 | $ 5,104,658 | 26,458,040 | (31,891,161) | 8,919,277 |
Balance (in Shares) at Mar. 31, 2023 | 227,783,332 | 1,125 | 526 | |||
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 | |||||
Net income (loss) | (3,973,686) | |||||
Balance at Jun. 30, 2023 | $ 2,379 | $ 7,745,643 | $ 4,869,434 | 29,824,928 | (36,033,156) | 6,409,228 |
Balance (in Shares) at Jun. 30, 2023 | 237,860,605 | 943 | 311 | |||
Balance at Mar. 31, 2023 | $ 2,278 | $ 9,245,462 | $ 5,104,658 | 26,458,040 | (31,891,161) | 8,919,277 |
Balance (in Shares) at Mar. 31, 2023 | 227,783,332 | 1,125 | 526 | |||
Issuance of common stock upon conversion | $ 7 | $ (235,224) | 235,217 | |||
Issuance of common stock upon conversion (in Shares) | 681,818 | (15) | ||||
Issuance of common stock pursuant to PIPE transaction | $ 11 | 74,989 | 75,000 | |||
Issuance of common stock pursuant to PIPE transaction (in Shares) | 1,100,000 | |||||
Cancelation of Series E preferred stock shares | ||||||
Cancelation of Series E preferred stock shares (in Shares) | (200) | |||||
Liquidated damages related to escrow shares | 1,222,000 | 1,222,000 | ||||
Issuance of common stock upon conversion of Series D preferred stock | $ 83 | $ (1,499,819) | 1,499,736 | |||
Issuance of common stock upon conversion of Series D preferred stock (in Shares) | 8,295,455 | (182) | ||||
Stock-based compensation | 334,946 | 334,946 | ||||
Net income (loss) | (4,141,995) | (4,141,995) | ||||
Balance at Jun. 30, 2023 | $ 2,379 | $ 7,745,643 | $ 4,869,434 | 29,824,928 | (36,033,156) | 6,409,228 |
Balance (in Shares) at Jun. 30, 2023 | 237,860,605 | 943 | 311 | |||
Balance at Dec. 31, 2023 | $ 2,399 | $ 7,745,643 | $ 4,869,434 | 31,178,365 | (46,545,470) | (2,749,629) |
Balance (in Shares) at Dec. 31, 2023 | 239,876,900 | 943 | 311 | |||
Issuance of common stock and warrants upon issuance of debt | $ 7 | 56,279 | 56,286 | |||
Issuance of common stock and warrants upon issuance of debt (in Shares) | 743,555 | |||||
Stock-based compensation | 136,100 | 136,100 | ||||
Net income (loss) | (414,438) | (414,438) | ||||
Balance at Mar. 31, 2024 | $ 2,406 | $ 7,745,643 | $ 4,869,434 | 31,370,744 | (46,959,908) | (2,971,681) |
Balance (in Shares) at Mar. 31, 2024 | 240,620,455 | 943 | 311 | |||
Balance at Dec. 31, 2023 | $ 2,399 | $ 7,745,643 | $ 4,869,434 | 31,178,365 | (46,545,470) | (2,749,629) |
Balance (in Shares) at Dec. 31, 2023 | 239,876,900 | 943 | 311 | |||
Net income (loss) | 4,370,887 | |||||
Balance at Jun. 30, 2024 | $ 2,406 | $ 7,745,643 | $ 4,869,434 | 32,022,974 | (42,174,583) | 2,465,874 |
Balance (in Shares) at Jun. 30, 2024 | 240,620,455 | 943 | 311 | |||
Balance at Mar. 31, 2024 | $ 2,406 | $ 7,745,643 | $ 4,869,434 | 31,370,744 | (46,959,908) | (2,971,681) |
Balance (in Shares) at Mar. 31, 2024 | 240,620,455 | 943 | 311 | |||
Issuance of warrants | 353,484 | 353,484 | ||||
Stock-based compensation | 298,746 | 298,746 | ||||
Net income (loss) | 4,785,325 | 4,785,325 | ||||
Balance at Jun. 30, 2024 | $ 2,406 | $ 7,745,643 | $ 4,869,434 | $ 32,022,974 | $ (42,174,583) | $ 2,465,874 |
Balance (in Shares) at Jun. 30, 2024 | 240,620,455 | 943 | 311 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities: | ||
Net loss from continuing operations | $ (5,366,116) | $ (2,564,838) |
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities: | ||
Amortization of discounts on convertible debentures and loans payable | 856,810 | 837,392 |
Depreciation and amortization | 421,861 | 415,890 |
Amortization of operating lease right-of-use assets | 51,232 | 49,074 |
Stock-based compensation related to stock options | 434,846 | 620,737 |
Gain on change in fair value of warrant liabilities | (229,793) | |
Warrant expense | 233,877 | |
Penalty fee | 100,000 | |
Gain on settlement of debt | (219,330) | |
Gain on extinguishment of warrant liabilities | (921,422) | |
Gain on change in fair value of derivative liabilities | (3,140,404) | |
Stock-based compensation related to third-party vendors | 242,200 | |
Gain on extinguishment of derivatives | (1,692,232) | |
Liquidated damages related to escrow shares | 1,222,000 | |
Loss on disposal of subsidiary | 1,434,392 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (2,224,013) | (502,757) |
Prepaid expenses and other current assets | (121,140) | 539,694 |
Accounts payable and accrued liabilities | 1,031,330 | (673,396) |
Contract liabilities | 997,241 | 488,768 |
Operating lease liabilities | (48,459) | (63,524) |
Net cash used in operating activities of continuing operations | (5,003,076) | (2,787,004) |
Net cash provided by (used in) operating activities of discontinued operations | 2,652,515 | (2,061,202) |
Net cash used in operating activities | (2,350,561) | (4,848,206) |
Cash flows from investing activities: | ||
Cash received from sale of technology services business unit | 9,780,307 | |
Purchase of fixed assets | (13,324) | |
Cash received in connection with disposal of JTM | 50,000 | |
Net cash provided by investing activities | 9,766,983 | 50,000 |
Cash flows from financing activities: | ||
Repayments of loans payable to related parties | (70,000) | |
Proceeds from loans payable | 2,676,047 | 5,145,400 |
Repayments of loans payable | (3,315,532) | (3,158,138) |
Proceeds from convertible debentures | 431,150 | |
Repayments of convertible debentures | (1,919,403) | |
Proceeds from factor financing | 6,673,090 | 6,040,098 |
Repayments of factor financing | (8,034,746) | (5,822,794) |
Securities Purchase Agreement proceeds | 3,500,000 | |
Net cash (used in) provided by financing activities of continuing operations | (3,559,394) | 5,704,566 |
Net cash used in financing activities of discontinued operations | (297,508) | |
Net cash (used in) provided by financing activities | (3,559,394) | 5,407,058 |
Net increase in cash | 3,857,028 | 608,852 |
Cash, beginning of period | 328,282 | 542,078 |
Cash, end of period | 4,185,310 | 1,150,930 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 1,165,376 | 389,778 |
Cash paid for income taxes | ||
Non-cash investing and financing activities: | ||
Original issue discounts on loans payable and convertible debentures | 58,250 | 694,600 |
Issuance of common stock and warrants upon issuance of debt | 56,286 | |
Common stock issued for conversion of Series A preferred stock | 722,098 | |
Common stock issued for conversion of Series D preferred stock | 2,945,039 | |
Common stock issued for conversion of Series E preferred stock | $ 235,224 |
Organization
Organization | 6 Months Ended |
Jun. 30, 2024 | |
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 and managed networks 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, which qualified for discontinued operations treatment. On March 6, 2023, HWN divested the ADEX Entities. The divestiture of the ADEX Entities qualified for discontinued operations treatment (refer to Note 18, Discontinued Operations, for additional detail). On July 31, 2023, the Company paused the operations of its AWS PR subsidiary and sold off certain assets. On August 4, 2023, the Company formed a new entity – incorporated as Overwatch Cyberlab, Inc. (“OCL”) – which is 80% owned by the Company and 20% owned by John Peterson. On November 3, 2023, the Company paused the operations of its Tropical subsidiary. On June 27, 2024, HWN entered into an asset purchase agreement with INNO4 LLC (the “Buyer”) pursuant to which the Buyer agreed to purchase certain assets of HWN related to the Company’s technology services business unit (refer to Note 3, Recent Subsidiary Activity, for additional detail). The assets related to the technology services business unit qualified for discontinued operations treatment. Additionally, the asset purchase agreement includes a non-compete which precludes the Company from operating businesses similar to that of AWS PR and Tropical. As a result, both subsidiaries also now qualify for discontinued operations treatment. (refer to Note 18, Discontinued Operations, for additional detail). 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 | 6 Months Ended |
Jun. 30, 2024 | |
Significant Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Condensed Financial Statements In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments of a recurring nature considered necessary to present fairly the Company’s financial position and the results of its operations and its cash flows for the periods shown. The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. The results of operations and cash flows for the periods shown are not necessarily indicative of the results to be expected for the full year. Basis of Presentation/Principles of Consolidation These unaudited condensed consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States. These unaudited condensed consolidated financial statements include the accounts of the Company as well as High Wire and its subsidiaries, SVC and OCL. 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 June 30, 2024 and December 31, 2023 was $71,647 and $81,359, respectively. 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 has two reporting units, HWN and SVC, and tests its goodwill for impairment at least annually on December 31 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 In connection with the sale of HWN’s technology services business unit discussed in Note 3, Recent Subsidiary Activity, the Company assigned $1,349,681 of HWN’s goodwill to the sold assets. This amount was based on relative fair values in accordance with ASC 350-20-40 and is included in the gain on sale of business unit within net income (loss) from discontinued operations, net of tax on the unaudited condensed consolidated statement of operations for the three and six months ended June 30, 2024. Intangible Assets At June 30, 2024 and December 31, 2023, definite-lived intangible assets consisted 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 The sale of HWN’s technology services business unit discussed in Note 3, Recent Subsidiary Activity included all of HWN’s remaining intangible assets. The net book value at the time of the sale of $121,826 is included in the gain on sale of business unit within net income (loss) from discontinued operations, net of tax on the unaudited condensed consolidated statement of operations for the three and six months ended June 30, 2024. Long-lived Assets In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 360, “ Property, Plant and Equipment no 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 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 2020 to 2023. 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 the 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 on an as needed basis 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: ● Managed Services are services provided to the clients where the Company monitors, maintains, handles break/fix issues and protects customer networks. The Managed Services Segment encompasses all of the Company’s recurring revenue businesses including Overwatch Managed Security, all network managed services, all managed services performed under a Statement of Work (SoW), and the Company’s SVC revenue. Disaggregation of Revenues The Company disaggregates its revenue by operating segment (refer to Note 16, Segment Disclosures, for additional information). Contract Assets and Liabilities Contract assets would include costs and services incurred on contracts with open performance obligations. These amounts would be included in contract assets on the unaudited condensed consolidated balance sheets. At June 30, 2024 and December 31, 2023, 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 unaudited condensed consolidated balance sheets. At June 30, 2024 and December 31, 2023, contract liabilities totaled $364,930 and $80,819, 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 grant date 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. In accordance with ASU 2016-09, the Company accounts for forfeitures as they occur. 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, which is generally the vesting period. Income (Loss) per Share The Company computes income (loss) per share in accordance with ASC 260, “ Earnings per Share Leases ASC 842, “ Leases 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 unaudited condensed 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 unaudited condensed 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 operating losses in the three and six months ended June 30, 2024 and 2023, and High Wire has historically generated operating 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 six months ended June 30, 2024, the Company had an operating loss of $4,531,039, cash flows used in continuing operations of $5,003,076, and a working capital deficit of $3,185,829. 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 unaudited condensed consolidated financial statements. The accompanying unaudited condensed 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, its forecasts of operations for one year from the date of the filing of the unaudited condensed consolidated financial statements in the Company’s Quarterly Report on Form 10-Q 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 unaudited condensed 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 In November 2023, the Financial Standards Accounting Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for the Company’s annual periods beginning January 1, 2024, and for interim periods beginning January 1, 2025, with early adoption permitted. The Company is currently evaluating the potential effect that the updated standard will have on its financial statement disclosures. In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topics 740): Improvements to Income Tax Disclosures” to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. ASU 2023-09 is effective for the Company’s annual periods beginning January 1, 2025, with early adoption permitted. The Company is currently evaluating the potential effect that the updated standard will have on its financial statement disclosures. 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 receivable. 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 June 30, 2024, HWN had a cash balance in excess of provided insurance of $3,793,332. The Company provides credit to customers on an uncollateralized basis after evaluating client creditworthiness. For the six months ended June 30, 2024 and 2023, no customers accounted for 10% or more of consolidated revenues or 10% or more of consolidated accounts receivable for either period. The Company’s customers are all located within the domestic United States of America 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. Warrant 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 six months ended June 30, 2024 and 2023. 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 June 30, 2024 and December 31, 2023 consisted of the following: Total fair Quoted prices in active markets Quoted prices in active markets Quoted prices in active markets Description: Warrant liabilities (1) $ 122,000 $ - $ - $ 122,000 Total fair Quoted prices in active markets Quoted prices in active markets Quoted prices in active markets Description: Warrant liabilities (1) $ 833,615 $ - $ - $ 833,615 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, Warrant Liabilities, for additional information. Warrant Liabilities The Company accounts for its liability-classified warrants in accordance with ASC 480, “ Distinguishing Liabilities from Equity 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. |
Recent Subsidiary Activity
Recent Subsidiary Activity | 6 Months Ended |
Jun. 30, 2024 | |
Recent Subsidiary Activity [Abstract] | |
Recent Subsidiary Activity | 3. Recent Subsidiary Activity HWN Asset Purchase Agreement On June 27, 2024, HWN entered into an asset purchase agreement with INNO4 LLC pursuant to which INNO4 LLC agreed to purchase certain assets of HWN related to the Company’s technology services business unit, for a base purchase price equal to $11,200,000, subject to adjustment as set forth in the agreement. Upon closing, (i) $300,000 of the purchase price was deposited into escrow to satisfy HWN’s post-closing working capital adjustment obligations, if any, (ii) $75,000 of the purchase price was deposited into escrow to satisfy HWN’s post-closing indemnification obligations, if any, and (iii) $250,000 of the purchase price was deposited into escrow to satisfy performance revenue targets. This amount will be released to HWN if gross revenue of the technology services business unit related to the sold assets between July 1, 2024 and September 30, 2024 is greater than or equal to $3,756,675. If the revenue is below $3,756,675 but at least $3,000,000, 50% of the escrow amount will be released to HWN and 50% will be released to INNO4 LLC. If revenue is below $3,000,000, the full $250,000 will be released to INNO4 LLC. The Company considered whether or not this transaction would cause the sold assets to qualify for discontinued operations treatment. The Company determined that the sale of the assets qualifies for discontinued operations treatment as of June 30, 2024 due to the size of their operations and 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 sale of business unit of $7,950,773 to the unaudited condensed consolidated statement of operations for the three and six months ended June 30, 2024. Additionally, the operations of the assets had net loss and net income of $90,259 and $1,784,730, respectively, during the period of April 1, 2024 through June 27, 2024 and January 1, 2024 through June 27, 2024. These amounts are included within net income (loss) from discontinued operations, net of taxes on the unaudited condensed consolidated statement of operations. Additionally, the asset purchase agreement includes a non-compete which precludes the Company from operating businesses similar to that of AWS PR and Tropical. As a result, both subsidiaries also now qualify for discontinued operations treatment as of June 30, 2024 (refer to Note 18, Discontinued Operations, for additional detail). The operations of AWS PR and Tropical had net loss and net income of $213 and $4,608, respectively, during the three and six months ended June 30, 2024. These amounts are included within net income (loss) from discontinued operations, net of taxes on the unaudited condensed consolidated statement of operations. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2024 | |
Property and Equipment [Abstract] | |
Property and Equipment | 4. Property and Equipment Property and equipment as of June 30, 2024 and December 31, 2023 consisted of the following: June 30 December 31 2024 2023 Computers and office equipment $ 187,008 $ 175,008 Vehicles 11,938 11,938 Leasehold improvements 6,113 6,113 Software 473,521 472,197 Machinery and equipment 838,800 838,800 Total 1,517,380 1,504,056 Less: accumulated depreciation (604,055 ) (477,763 ) Equipment, net $ 913,325 $ 1,026,293 During the six months ended June 30, 2024 and 2023, the Company recorded depreciation expense of $126,292 and $78,718, respectively. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2024 | |
Intangible Assets [Abstract] | |
Intangible Assets | 5. Intangible Assets Intangible assets as of June 30, 2024 and December 31, 2023 consisted of the following: Cost Accumulated Amortization Net carrying value at Net carrying value at Customer relationship and lists $ 3,885,679 $ (1,082,294 ) $ 2,803,385 $ 3,007,702 Trade names 554,067 (154,591 ) 399,476 612,554 Total intangible assets $ 4,439,746 $ (1,236,885 ) $ 3,202,861 $ 3,620,256 During the six months ended June 30, 2024 and 2023, the Company recorded amortization expense of $295,569 and $339,749, respectively. The estimated future amortization expense for the next five years and thereafter is as follows: Year ending December 31, 2024 $ 221,988 2025 443,976 2026 443,976 2027 443,976 2028 443,976 Thereafter 1,204,969 Total $ 3,202,861 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 6. Related Party Transactions Loans Payable to Related Parties As of June 30, 2024 and December 31, 2023, the Company had outstanding the following loans payable to related parties: June 30, December 31, 2024 2023 Promissory note issued to Mark Porter, 9% interest, unsecured, matures December 31, 2025 $ 136,346 $ 100,000 Convertible promissory note issued to Mark Porter, 12% interest, secured, matures December 31, 2025, net of debt discount of $0 and $10,968, respectively 253,529 154,032 Convertible promissory note issued to Mark Porter, 18% interest, secured, matures March 25, 2025, net of debt discount of $0 and $25,297, respectively - 44,703 Total $ 389,875 $ 298,735 Less: Current portion of loans payable to related parties (116,556 ) (254,032 ) Loans payable to related parties, net of current portion $ 273,319 $ 44,703 Promissory note, Mark Porter, 9% interest, unsecured, matures December 31, 2025 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 was due on demand. On June 28, 2024, the Company and the holder of the note entered into an amendment whereby outstanding accrued interest was added to the principal balance and the due date of the note was changed to December 31, 2025. The updated principal amount is $136,346. Additionally, the Company is to begin making monthly payments of $3,393 in July 2024. As June 30, 2024, the Company owed $136,346 pursuant to this agreement. Convertible promissory note, Mark Porter, 12% interest, unsecured, matures December 31, 2025 On December 6, 2023, the Company issued to Mark Porter an unsecured promissory note in the aggregate principal amount of $165,000. The Company received cash of $150,000 and recorded a debt discount of $15,000. The interest on the outstanding principal due under the note accrues at a rate of 12% per annum. All outstanding principal and accrued interest under the note was due on February 5, 2024. The note matured on February 5, 2024 and was due on demand. On June 28, 2024, the Company and the holder of the note entered into an amendment whereby outstanding accrued interest and a penalty of $75,000 was added to the principal balance and the due date of the note was changed to December 31, 2025. The updated principal amount is $253,529. Additionally, the Company is to begin making monthly payments of $6,320 in July 2024. As of June 30, 2024, the Company owed $253,529 pursuant to this note. Convertible promissory note, Mark Porter, 18% interest, secured, matures March 25, 2025 In connection with the Securities Purchase Agreement discussed in Note 8, Convertible Debentures, on September 25, 2023, the Company issued to Mark Porter a senior subordinated secured convertible promissory note in the aggregate principal amount of $70,000. The interest on the outstanding principal due under the note accrued at a rate of 18% per annum. All principal and accrued but unpaid interest under the note was due on March 25, 2025. The note was convertible into shares of the Company’s common stock at a fixed conversion price of $0.10 per share. Additionally, in connection with the note, the Company issued Mark Porter a warrant to purchase 700,000 shares of the Company’s common stock at an exercise price of $0.15 per share. These warrants expire on September 25, 2028. The warrants, including those issued to the placement agent, had a relative fair value of $31,852, which resulted in a debt discount of $31,852. The amount is also included within additional paid-in capital. During the six months ended June 30, 2024, the remaining principal balance of $70,000 was paid, along with accrued interest of $9,623. As a result of these payments, the amount owed at June 30, 2024 was $0. The Company recorded a loss on settlement of debt of $15,545 on the unaudited condensed consolidated statement of operations for the three and six months ended June 30, 2024. |
Loans Payable
Loans Payable | 6 Months Ended |
Jun. 30, 2024 | |
Loans Payable [Abstract] | |
Loans Payable | 7. Loans Payable As of June 30, 2024 and December 31, 2023, the Company had outstanding the following loans payable: June 30, December 31, 2024 2023 Future receivables financing agreement with Cedar Advance LLC, non-interest bearing, matures June 1, 2025, net of debt discount of $18,949 and $23,040, respectively $ 286,839 $ 623,118 Future receivables financing agreement with Pawn Funding, non-interest bearing, matures June 1, 2025, net of debt discount of $14,215 and $18,240, respectively 356,540 692,885 Future receivables financing agreement with Slate Advance LLC, non-interest bearing, matures December 1, 2025, net of debt discount of $22,052 and $26,786, respectively 246,737 630,092 Future receivables financing agreement with Meged Funding Group, non-interest bearing, matures July 1, 2025, net of debt discount of $21,800 and $24,986, respectively 420,900 700,059 Promissory note issued to InterCloud Systems, Inc., non-interest bearing, unsecured and due on demand 217,400 217,400 Future receivables financing agreement with Arin Funding LLC, non-interest bearing, matures January 12, 2024, net of debt discount of $1,000 - 47,741 Future receivables financing agreement with Arin Funding LLC, non-interest bearing, matures January 23, 2024, net of debt discount of $2,500 - 84,508 Total $ 1,528,416 $ 2,995,803 Less: Current portion of loans payable (1,432,666 ) (2,995,803 ) Loans payable, net of current portion $ 95,750 $ - The Company’s loans payable have an effective interest rate range of 0.0% to 144.3%. Future receivables financing agreement with Cedar Advance LLC, non-interest bearing, matures June 1, 2025 On May 15, 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 $1,280,000 for a purchase price of $1,228,800. The Company received cash of $1,228,800 and recorded a debt discount of $51,200. Pursuant to the terms of the Financing Agreement, the Company agreed to pay Cedar Advance $43,840 each week, including interest, based upon an anticipated 10% of its future receivables until such time as $1,753,600 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. During the year ended December 31, 2023, the Company paid $633,842 of the original balance under the agreement, along with $374,478 of interest. During June 2024, the Company and Cedar Advance LLC executed a settlement agreement and release whereby the Company is to pay a total of $375,000 of principal and interest. This resulted in a net reduction of principal totaling $261,154. This amount is included within gain on settlement of debt on the unaudited condensed consolidated statement of operations for the three and six months ended June 30, 2024. Monthly payments of $31,250 are due beginning in July 2024, and the new maturity date is June 1, 2025. During the six months ended June 30, 2024, the Company paid $48,750 of the original balance under the agreement. As of June 30, 2024, the Company owed $305,788 pursuant to this agreement and will record accretion equal to the debt discount of $18,949 over the remaining term of the note. Future receivables financing agreement with Pawn Funding, non-interest bearing, matures June 1, 2025 On May 15, 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 $1,280,000 for a purchase price of $1,280,000. The Company received cash of $1,241,600 and recorded a debt discount of $38,400. Pursuant to the terms of the Financing Agreement, the Company agreed to pay Pawn Funding $43,840 each week, including interest, based upon an anticipated 4% of its future receivables until such time as $1,753,600 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. During the year ended December 31, 2023, the Company paid $568,874 of the original balance under the agreement, along with $351,765 of interest. During June 2024, the Company and Pawn Funding executed a settlement agreement whereby the Company is to pay a total of $375,000 of principal and interest. This resulted in a net reduction of principal totaling $251,471. This amount is included within gain on settlement of debt on the unaudited condensed consolidated statement of operations for the three and six months ended June 30, 2024. Monthly payments of $31,250 are due beginning in July 2024, and the new maturity date is June 1, 2025. During the six months ended June 30, 2024, the Company paid $48,750 of the original balance under the agreement. As of June 30, 2024, the Company owed $370,755 pursuant to this agreement and will record accretion equal to the debt discount of $14,215 over the remaining term of the note. Future receivables financing agreement with Slate Advance LLC, non-interest bearing, matures December 1, 2025 On June 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 Slate Advance. Under the Financing Agreement, the Financing Parties sold to Slate Advance future receivables in an aggregate amount equal to $1,500,000 for a purchase price of $1,425,000. The Company received cash of $1,425,000 and recorded a debt discount of $75,000. Pursuant to the terms of the Financing Agreement, the Company agreed to pay Slate Advance $75,000 each week, including interest, based upon an anticipated 25% of its future receivables until such time as $2,100,000 has been paid, a period Slate Advance and the Financing Parties estimate to be approximately seven months. The Financing Agreement also contains customary affirmative and negative covenants, representations and warranties, and default and termination provisions. During the year ended December 31, 2023, the Company paid $843,121 of the original balance under the agreement, along with $506,879 of interest. During May 2024, the Company and Slate Advance LLC executed a forbearance and release agreement whereby the Company is to pay a total of $343,000 of principal and interest. This resulted in a net reduction of principal totaling $284,605. This amount is included within gain on settlement of debt on the unaudited condensed consolidated statement of operations for the three and six months ended June 30, 2024. A payment of $50,000 was due in June 2024, with monthly payments of $16,278 due beginning in July 2024, and the new maturity date is December 1, 2025. During the six months ended June 30, 2024, the Company paid $98,751 of the original balance under the agreement. As of June 30, 2024, the Company owed $268,789 pursuant to this agreement and will record accretion equal to the debt discount of $22,052 over the remaining term of the note. Future receivables financing agreement with Meged Funding Group, non-interest bearing, matures July 1, 2025 On July 25, 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 Meged Funding Group. Under the Financing Agreement, the Financing Parties sold to Slate Advance future receivables in an aggregate amount equal to $1,200,000 for a purchase price of $1,151,950. The Company received cash of $1,151,950 and recorded a debt discount of $48,050. Pursuant to the terms of the Financing Agreement, the Company agreed to pay Meged Funding Group $67,200 each week, including interest, based upon an anticipated 25% of its future receivables until such time as $1,680,000 has been paid, a period Meged Funding Group 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. During the year ended December 31, 2023, the Company paid $474,955 of the original balance under the agreement, along with $331,445 of interest. During June 2024, the Company and Meged Funding Group executed a settlement agreement whereby the Company is to pay a total of $525,000 of principal and interest. This resulted in a net reduction of principal totaling $232,120. This amount is included within gain on settlement of debt on the unaudited condensed consolidated statement of operations for the three and six months ended June 30, 2024. A payment of $45,000 in due in July 2024, with monthly payments of $40,000 due beginning in August 2024, and the new maturity date is July 1, 2025. During the six months ended June 30, 2024, the Company paid $47,040 of the original balance under the agreement. As of June 30, 2024, the Company owed $442,700 pursuant to this agreement and will record accretion equal to the debt discount of $21,800 over the remaining term of the note. Future receivables financing agreement with Arin Funding LLC, non-interest bearing, matures January 12, 2024 On August 25, 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 Arin Funding LLC. Under the Financing Agreement, the Financing Parties sold to Arin Funding LLC future receivables in an aggregate amount equal to $200,000 for a purchase price of $195,000. The Company received cash of $195,000 and recorded a debt discount of $5,000. Pursuant to the terms of the Financing Agreement, the Company agreed to pay Arin Funding LLC $13,000 each week, including interest, based upon an anticipated 5% of its future receivables until such time as $260,000 has been paid, a period Arin Funding LLC and the Financing Parties estimate to be approximately five months. The Financing Agreement also contains customary affirmative and negative covenants, representations and warranties, and default and termination provisions. During the year ended December 31, 2023, the Company paid $151,259 of the original balance under the agreement, along with $56,741 of interest. During the six months ended June 30, 2024, the Company paid $48,741 of the original balance under the agreement. As a result of these payments, the amount owed at June 30, 2024 was $0. Future receivables financing agreement with Arin Funding LLC, non-interest bearing, matures January 23, 2024 On September 5, 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 Arin Funding LLC. Under the Financing Agreement, the Financing Parties sold to Arin Funding LLC future receivables in an aggregate amount equal to $300,000 for a purchase price of $290,000. The Company received cash of $290,000 and recorded a debt discount of $10,000. Pursuant to the terms of the Financing Agreement, the Company agreed to pay Arin Funding LLC $19,500 each week, including interest, based upon an anticipated 8% of its future receivables until such time as $390,000 has been paid, a period Arin Funding LLC and the Financing Parties estimate to be approximately five months. The Financing Agreement also contains customary affirmative and negative covenants, representations and warranties, and default and termination provisions. During the year ended December 31, 2023, the Company paid $212,992 of the original balance under the agreement, along with $79,508 of interest. During the six months ended June 30, 2024, the Company paid $87,008 of the original balance under the agreement. As a result of these payments, the amount owed at June 30, 2024 was $0. Future receivables financing agreements with J.J. Astor & Co., non-interest bearing, matures March 6, 2025 The Company, together with its subsidiaries (collectively with the Company, the “Financing Parties”), entered into an several bridge loan agreements with J.J. Astor &Co., dated May 9, 2024 (Loan #1), May 16, 2024 (Loan #2), and May 23, 2024 (Loan #3). Under these loan agreements, the Financing Parties issued warrants to J.J. Astor & Co., Warrant #1 dated May 9, 2024 to purchase 2,700,000 shares at an exercise price of $0.056 per share, Warrant #2 dated May 16, 2024 to purchase 5,500,000 shares at an exercise price of $0.04 per share, and Warrant #3 dated May 23, 2024 to purchase 4,060,000 shares at am exercise price of $0.05 per share. The Company received cash of $144,000 for Loan #1, $208,320 for Loan #2, and $180,907 for Loan #3. Pursuant to the terms of the agreements, the Company agreed to pay J.J. Astor & Co. $5,625.00 each week for Loan #1, $8,348 for Loan #2, and $6,851 for Loan #3, including interest, a period J.J. Astor & Co. and the Financing Parties estimated to be approximately 40 weeks for each loan agreement. The Company, together with its subsidiaries (collectively with the Company, the “Financing Parties”), entered into a Senior Loan Agreement with J.J. Astor & Co., dated May 29, 2024. Under this Senior Loan Agreement, the Financing Parties collectively paid off the three previous short term notes aggregating $813,389 made by J.J. Astor & Co. to the company in May 2024. The Company received net cash of $1,609,593. Pursuant to the terms of the Senior Loan Agreement, the Company agreed to pay J.J. Astor & Co. $87,750 each week, including interest, a period J.J. Astor & Co. and the Financing Parties estimated to be approximately 40 weeks for the Senior Loan Agreement. During June 2024, the Company and J.J. Astor & Co. executed a payoff agreement and release whereby the Company was to pay a total of $3,510,000 of principal and interest. This resulted in a reduction of principal (Early Pay Discount) totaling $338,000. The Senior Loan Agreement was settled in full as of June 30, 2024 using proceeds from the sale of HWN’s technology services business unit (refer to Note 3, Recent Subsidiary Activity, 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 June 30, 2024, the Company owed $217,400 pursuant to this agreement. |
Convertible Debentures
Convertible Debentures | 6 Months Ended |
Jun. 30, 2024 | |
Convertible Debentures [Abstract] | |
Convertible Debentures | 8. Convertible Debentures As of June 30, 2024 and December 31, 2023, the Company had outstanding the following convertible debentures: June 30, December 31, 2024 2023 Convertible promissory note issued to Herald Investment Management Limited, 18% interest, secured, matures March 25, 2025, net of debt discount of $159,659 and $282,945, respectively $ 540,341 $ 417,055 Convertible promissory note issued to 1800 Diagonal Lending LLC, 12% interest, unsecured, matures November 15, 2024, net of debt discount of $5,264 94,143 - Convertible promissory note, Jeffrey Gardner, 18% interest, unsecured, matured September 15, 2021, due on demand - 125,000 Convertible promissory note, James Marsh, 18% interest, unsecured, matured September 15, 2021, due on demand - 125,000 Convertible promissory note issued to Roger Ponder, 10% interest, unsecured, matures March 31, 2024 - 23,894 Convertible promissory note issued to Kings Wharf Opportunities Fund, LP, 18% interest, secured, matures March 25, 2025, net of debt discount of $142,266 and $181,894, respectively - 268,106 Convertible promissory note issued to Mast Hill Fund, L.P., 12% interest, unsecured, matures December 7, 2024, net of debt discount of $272,148 and $407,890, respectively - 36,555 Convertible promissory note issued to FirstFire Global Opportunities Fund, LLC, 12% interest, unsecured, matures December 11, 2024, net of debt discount of $137,889 and $206,666, respectively - 15,556 Convertible promissory note issued to Mast Hill Fund, L.P., 12% interest, unsecured, matures January 11, 2025, net of debt discount of $254,085 - - Total $ 634,484 $ 1,011,166 Less: Current portion of convertible debentures, net of debt discount/premium (634,484 ) (326,005 ) Convertible debentures, net of current portion, net of debt discount $ - $ 685,161 The Company’s convertible debentures have an effective interest rate range of 41.6% to 51.2%. Convertible promissory note, Jeffrey Gardner, 18% 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 accrued at a rate of 6% per annum. All principal and accrued but unpaid interest under the note was originally due on September 15, 2021. The note was convertible into shares of the Company’s common stock at a fixed conversion price of $0.075 per share. On September 15, 2021, this note matured and was due on demand. Additionally, the interest rate increased to 18% per annum. During the six months ended June 30, 2024, the remaining principal balance of $125,000 was paid, along with accrued interest of $84,982. As a result of these payments, the amount owed at June 30, 2024 was $0. Convertible promissory note, James Marsh, 18% 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 accrued at a rate of 6% per annum. All principal and accrued but unpaid interest under the note was originally due on September 15, 2021. The note was convertible into shares of the Company’s common stock at a fixed conversion price of $0.075 per share. On September 15, 2021, this note matured and was due on demand. Additionally, the interest rate increased to 18% per annum. During the six months ended June 30, 2024, the remaining principal balance of $125,000 was paid, along with accrued interest of $84,982. As a result of these payments, the amount owed at June 30, 2024 was $0. 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 accrued at 10% per annum. All principal and accrued but unpaid interest under the note were originally due on August 31, 2022. The note was 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 did not qualify for derivative accounting. As a result of the conversion price being fixed at $0.06, the note had a conversion premium of $58,349, and the fair value of the note was $19,000. 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. On March 31, 2023, the Company and the holder of the note mutually agreed to extend the maturity date to June 30, 2023. The terms of the note were unchanged. On June 30, 2023, the Company and the holder of the note mutually agreed to extend the maturity date to September 30, 2023. The terms of the note were unchanged. On September 30, 2023, the Company and the holder of the note mutually agreed to extend the maturity date to December 31, 2023. The terms of the note were unchanged. On December 31, 2023, the Company and the holder of the note mutually agreed to extend the maturity date to March 31, 2024. The terms of the note were unchanged. On March 31, 2024, the Company and the holder of the note mutually agreed to extend the maturity date to June 30, 2024. The terms of the note were unchanged. During the six months ended June 30, 2024, the remaining principal balance of $23,894 was paid, along with accrued interest of $11,248. As a result of these payments, the amount owed at June 30, 2024 was $0. Securities Purchase Agreement – September 2023 On September 25, 2023, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) pursuant to which the Company may issue to accredited investors (the “Investors”) 18% Senior Secured Convertible Promissory Notes having an aggregate principal amount of up to $5,000,000 (the “Notes”) and Common Share Purchase Warrants (the “Warrant”) to purchase up to 1,000,000 shares of common stock (“Common Stock”) of the Company per $100,000 of principal amount of the Notes (the “Warrant Shares”). The Notes mature 18 months after issuance (the “Maturity Date”), bear interest at a rate of 18% per annum and are convertible into Common Stock (the “Conversion Shares” and, together with the Warrant Shares, the “Underlying Shares”), at the Investor’s election at any time after the Maturity Date, at an initial conversion price equal to $0.10, subject to adjustment for certain stock splits, stock combinations and dilutive share issuances. The Company may prepay all, but not less than all, of the then outstanding principal amount of the Notes by paying to the Investor an amount equal to the product of (i) the sum of (a) the outstanding principal amount of the Notes, plus (b) accrued and unpaid interest hereon, plus (c) all other amounts, costs, expenses and liquidated damages due in respect of the Notes, multiplied by (ii) (x) 1.18 if the Company prepays the Notes during the first month following the original issue date and (y) if the Company prepays thereafter, 1.18 minus 0.01 for every month following the closing until the Maturity Date. The Notes contain a number of customary events of default. The Notes constitute senior secured indebtedness of the Company, subject to a preexisting senior lien, and are guaranteed by all existing or future formed, direct and indirect, domestic subsidiaries of the Company (the “Guarantors”) pursuant to a subsidiary guarantee (the “Subsidiary Guarantee”) with the collateral agent for the Investor (the “Agent”). On September 25, 2023, the Company, the Investor, the Guarantors and the Agent also entered into a security agreement (the “Security Agreement”) pursuant to which the Notes are secured by a lien in, and security interest upon, and a right of set-off against all of its right, title and interest of whatsoever kind and nature in and to, all assets of the Company and the Guarantors, subject to customary and mutually agreed permitted liens. The Warrant is exercisable at an initial exercise price of $0.15 per share for a term ending on the 5-year anniversary of the date of issuance. The exercise price of the Warrant is subject to adjustment for certain stock splits, stock combinations and dilutive share issuances. As of June 30, 2024, the Company had issued an aggregate of $1,220,000 of principal and an aggregate of 12,200,000 warrants to debt holders in connection with the Purchase Agreement. Additionally, the placement agent for the Purchase agreement receives 7% cash and 7% warrant compensation on amounts closed on pursuant to the agreement. As of June 30, 2024, the placement agent had received an aggregate of 854,000 warrants. For information on the debt issued under the agreement, refer to the “Convertible promissory note, Herald Investment Management Limited, 18% interest, secured, matures March 25, 2025” and “Convertible promissory note, Kings Wharf Opportunities Fund, LP, 18% interest, secured, matures March 25, 2025” sections of this note, along with the “Convertible promissory note, Mark Porter, 18% interest, secured, matures March 25, 2025” section of Note 6, Loans Payable to Related Parties. Convertible promissory note, Herald Investment Management Limited, 18% interest, secured, matures March 25, 2025 On September 25, 2023, the Company issued to Herald Investment Management Limited a senior subordinated secured convertible promissory note in the aggregate principal amount of $700,000. The Company received cash of $669,687 and recorded a debt discount of $30,313. The interest on the outstanding principal due under the note accrues at a rate of 18% per annum. All principal and accrued but unpaid interest under the note are due on March 25, 2025. The note is convertible into shares of the Company’s common stock at a fixed conversion price of $0.10 per share. Additionally, in connection with the note, the Company issued Herald Investment Management Limited a warrant to purchase 7,000,000 shares of the Company’s common stock at an exercise price of $0.15 per share. These warrants expire on September 25, 2028. The warrants, including those issued to the placement agent, had a relative fair value of $318,523, which resulted in an additional debt discount of $318,523. The amount is also included within additional paid-in capital. As of June 30, 2024, the Company owed $700,000 pursuant to this note and will record accretion equal to the debt discount of $159,659 over the remaining term of the note. Convertible promissory note, Kings Wharf Opportunities Fund, LP, 18% interest, secured, matures March 25, 2025 On September 25, 2023, the Company issued to Kings Wharf Opportunities Fund, LP a senior subordinated secured convertible promissory note in the aggregate principal amount of $450,000. The Company received cash of $430,513 and recorded a debt discount of $19,487. The interest on the outstanding principal due under the note accrued at a rate of 18% per annum. All principal and accrued but unpaid interest under the note were due on March 25, 2025. The note was convertible into shares of the Company’s common stock at a fixed conversion price of $0.10 per share. Additionally, in connection with the note, the Company issued Kings Wharf Opportunities Fund, LP a warrant to purchase 4,500,000 shares of the Company’s common stock at an exercise price of $0.15 per share. These warrants expire on September 25, 2028. The warrants, including those issued to the placement agent, had a relative fair value of $204,765 which resulted in an additional debt discount of $204,765. The amount is also included within additional paid-in capital. During the six months ended June 30, 2024, the remaining principal balance of $450,000 was paid, along with accrued interest of $1,110. As a result of these payments, the amount owed at June 30, 2024 was $0. The Company recorded a loss on settlement of debt of $109,462 on the unaudited condensed consolidated statement of operations for the three and six months ended June 30, 2024. Securities Purchase Agreement – December 2023 On December 7, 2023, the Company entered into a securities purchase agreement pursuant to which the Company may issue to accredited investors (the “Investors”) 12% senior promissory notes having an aggregate principal amount of up to $2,250,000, up to 4,780,000 shares of common stock as a commitment fee (the “commitment shares”), common share purchase warrants for the purchase of up to 5,400,000 shares of common stock at an initial price per share of $0.125 (the “First Warrants”), as well as common share purchase warrants for the purchase of up to 37,500,000 shares of common stock at an initial price per share of $0.001 (the “Second Warrants”). The notes have a term of one year from the date of issuance. The First Warrants have a term of five years from the date of issuance. The Second Warrants have a term of five years from the date of a triggering event as defined in the terms of the agreement. As of June 30, 2024, the Company had issued an aggregate of $1,016,667 of principal, an aggregate of 2,159,850 commitment shares, an aggregate of 2,439,999 First Warrants, and an aggregate of 16,944,443 Second Warrants to debt holders in connection with the agreement. For information on the debt issued under the agreement, refer to the “Convertible promissory note, Mast Hill Fund, L.P., 12% interest, unsecured, matures December 7, 2024”, and “Convertible promissory note, FirstFire Global Opportunities Fund, LLC, 12% interest, unsecured, matures December 11, 2024”, and “Convertible promissory note, Mast Hill Fund, L.P., 12% interest, unsecured, matures January 11, 2025” sections of this note. In connection with the issuances of debt discussed below, the Company issued 321,990 First Warrants to a broker. Convertible promissory note, Mast Hill Fund, L.P., 12% interest, unsecured, matures December 7, 2024 On December 7, 2023, the Company issued to Mast Hill Fund, L.P. a senior convertible promissory note in the aggregate principal amount of $444,445. The Company received cash of $357,000, net of legal fees of $43,000, which resulted in an original issue discount of $44,445. The interest on the outstanding principal due under the note accrued at a rate of 12% per annum. Under the terms of the agreement the Company was to begin paying accrued interest on March 7, 2024 and principal on June 7, 2024, with all remaining amounts under the note due on December 7, 2024. The note was convertible into shares of the Company’s common stock at a fixed conversion price of $0.10 per share. Additionally, in connection with the note, the Company issued Mast Hill Fund, L.P. 944,197 commitment shares, 1,066,666 First Warrants with an exercise price of $0.125 which expire on December 7, 2028, and 7,407,407 Second Warrants with an exercise price of $0.001 which expire five years from the date of a triggering event as defined in the terms of the agreement. On December 7, 2023, the Company issued 944,197 commitment shares to Mast Hill Fund, L.P. The shares had a fair value of $80,713, which resulted in an additional debt discount of $80,713. The warrants qualified for warrant liability accounting under ASC 480 “ Distinguishing Liabilities from Equity A total of $80,703 was recorded to additional paid-in capital in connection with the issuance of debt and warrants. On January 1, 2024, $66,667 was added to the principal balance of the note as the Company had not yet filed its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023. This amount was recorded as a penalty fee on the unaudited condensed consolidated statement of operations for the six months ended June 30, 2024. During the six months ended June 30, 2024, the remaining principal balance of $511,111 was paid, along with accrued interest of $38,831. As a result of these payments, the amount owed at June 30, 2024 was $0. The Company recorded a loss on settlement of debt of $136,267 on the unaudited condensed consolidated statement of operations for the three and six months ended June 30, 2024. Additionally, in connection with the payoff, the Second Warrants were canceled and extinguished in accordance with the terms of the warrants. This resulted in a gain on extinguishment of warrants liabilities of $402,807 which is included in the unaudited condensed consolidated statement of operations for the three and six months ended June 30, 2024. Convertible promissory note, FirstFire Global Opportunities Fund, LLC, 12% interest, unsecured, matures December 11, 2024 On December 11, 2023, the Company issued to FirstFire Global Opportunities Fund, LLC a senior convertible promissory note in the aggregate principal amount of $222,222. The Company received cash of $178,500, net of legal fees of $21,500, which resulted in an original issue discount of $22,222. The interest on the outstanding principal due under the note accrued at a rate of 12% per annum. Under the terms of the agreement the Company was to begin paying accrued interest on March 11, 2024 and principal on June 11, 2024, with all remaining amounts under the note due on December 11, 2024. The note was convertible into shares of the Company’s common stock at a fixed conversion price of $0.10 per share. Additionally, in connection with the note, the Company issued FirstFire Global Opportunities Fund, LLC 472,098 commitment shares, 533,333 First Warrants with an exercise price of $0.125 which expire on December 11, 2028, and 3,703,703 Second Warrants with an exercise price of $0.001 which expire five years from the date of a triggering event as defined in the terms of the agreement. On December 11, 2023, the Company issued 472,098 commitment shares to FirstFire Global Opportunities Fund, LLC. The shares had a fair value of $38,540, which resulted in an additional debt discount of $38,540. The warrants qualified for warrant liability accounting under ASC 480 “ Distinguishing Liabilities from Equity A total of $38,535 was recorded to additional paid-in capital in connection with the issuance of debt and warrants. On January 1, 2024, $33,333 was added to the principal balance of the note as the Company had not yet filed its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023. This amount was recorded as a penalty fee on the unaudited condensed consolidated statement of operations for the six months ended June 30, 2024. During the six months ended June 30, 2024, the remaining principal balance of $255,555 was paid, along with accrued interest of $21,350. As a result of these payments, the amount owed at June 30, 2024 was $0. The Company recorded a loss on settlement of debt of $69,042 on the unaudited condensed consolidated statement of operations for the three and six months ended June 30, 2024. Additionally, in connection with the payoff, the Second Warrants were canceled and extinguished in accordance with the terms of the warrants. This resulted in a gain on extinguishment of warrants liabilities of $201,404 which is included in the unaudited condensed consolidated statement of operations for the three and six months ended June 30, 2024. Convertible promissory note, Mast Hill Fund, L.P., 12% interest, unsecured, matures January 11, 2025 On January 11, 2024, the Company issued to Mast Hill Fund, L.P. a senior convertible promissory note in the aggregate principal amount of $350,000. The Company received cash of $281,150, net of legal fees of $33,850, resulting in an original issue discount of $35,000. The interest on the outstanding principal due under the note accrued at a rate of 12% per annum. Under the terms of the agreement the Company was to begin paying accrued interest on April 11, 2024 and principal on July 11, 2024, with all remaining amounts under the note due on January 11, 2025. The note was convertible into shares of the Company’s common stock at a fixed conversion price of $0.10 per share. Additionally, in connection with the note, the Company issued Mast Hill Fund, L.P. 743,555 commitment shares, 840,000 First Warrants with an exercise price of $0.125 which expire on January 11, 2029, and 5,833,333 Second Warrants with an exercise price of $0.001 which expire five years from the date of a triggering event as defined in the terms of the agreement. On January 11, 2024, the Company issued 743,555 commitment shares to Mast Hill Fund, L.P. The shares had a fair value of $56,286. The warrants qualified for warrant liability accounting under ASC 480 “ Distinguishing Liabilities from Equity A total of $56,279 was recorded to additional paid-in capital in connection with the issuance of debt and warrants. During the six months ended June 30, 2024, the remaining principal balance of $350,000 was paid, along with accrued interest of $25,434. As a result of these payments, the amount owed at June 30, 2024 was $0. The Company recorded a loss on settlement of debt of $145,360 on the unaudited condensed consolidated statement of operations for the three and six months ended June 30, 2024. Additionally, in connection with the payoff, the Second Warrants were canceled and extinguished in accordance with the terms of the warrants. This resulted in a gain on extinguishment of warrants liabilities of $317,211 which is included in the unaudited condensed consolidated statement of operations for the three and six months ended June 30, 2024. Convertible promissory note, 1800 Diagonal Lending LLC, 12% interest, unsecured, matures November 15, 2024 On January 24, 2024, the Company issued to 1800 Diagonal Lending LLC an unsecured convertible promissory note in the aggregate principal amount of $178,250. The Company received cash of $150,000, net of legal fees of $5,000, resulting in an original issue discount of $23,250. A one-time interest charge of 12%, or $21,390, was applied on the issuance date. The principal and accrued interest is to be paid in nine equal payments beginning on March 15, 2024, with the final principal and accrued interest payment due on November 15, 2024. In the event of a default, the note is convertible into shares of the Company’s common stock at a fixed conversion price of $0.07 per share. During the six months ended June 30, 2024, the Company paid $78,843 of the original balance under the agreement. As of June 30, 2024, the Company owed $99,407 pursuant to this note and will record accretion equal to the debt discount of $5,264 over the remaining term of the note. |
Factor Financing
Factor Financing | 6 Months Ended |
Jun. 30, 2024 | |
Factor Financing [Abstract] | |
Factor Financing | 9. Factor Financing On February 22, 2023, ADEX, a former subsidiary of the Company, entered into an amendment to its factor financing agreement, 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. Under the factoring agreement, HWN and SVC may borrow up to the lesser of $4,000,000 or an amount equal to the sum of all undisputed purchased receivables multiplied by the advance percentage, less any funds in reserve. HWN and SVC will pay to Bay View Funding a factoring fee upon purchase of receivables by Bay View Funding equal to 0.45% 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 0.25% per 15 days thereafter until the date said purchased receivable is paid in full or otherwise repurchased by HWN and SVC or otherwise written off by Bay View Funding within the write off period. HWN and SVC 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 1.75%. 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 9.25%. 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. During the six months ended June 30, 2024, the Company paid $257,578 in factoring fees. These amounts are included within general and administrative expenses on the unaudited condensed consolidated statement of operations. During the six months ended June 30, 2024, the Company received an aggregate of $6,673,090 and repaid an aggregate of $8,034,746. The Company owed $0 |
Warrant Liabilities
Warrant Liabilities | 6 Months Ended |
Jun. 30, 2024 | |
Warrant Liabilities [Abstract] | |
Warrant Liabilities | 10. Warrant Liabilities Certain of the warrants related to the convertible debentures described in Note 8, Convertible Debentures, qualify for liability classification under ASC 480, “ Distinguishing Liabilities from Equity During the six months ended June 30, 2024, in connection with the related notes being paid off in full, the Second Warrants were canceled and extinguished, resulting in a gain on extinguishment of warrant liabilities of $921,422 on the unaudited condensed consolidated statement of operations for the three and six months ended June 30, 2024. The table below sets forth a summary of changes in the fair value of the Company’s Level 3 warrant liabilities for the six months ended June 30, 2024: June 30, 2024 Balance at the beginning of the period $ 833,615 Issuance of warrants 439,600 Change in fair value of warrant liabilities (229,793 ) Return of warrants (921,422 ) Balance at the end of the period 122,000 The Company uses Level 3 inputs for its valuation methodology for the warrant liabilities as their fair values were determined by using either the Black-Scholes model based on various assumptions or the price of the Company’s common stock. 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 June 30, 2024 195 % 4.33 % 0 % 4.44 - 4.53 At December 31, 2023 221 - 222 % 4.11 - 4.25 % 0 % 4.94 - 4.95 |
Common Stock
Common Stock | 6 Months Ended |
Jun. 30, 2024 | |
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. |
Preferred Stock
Preferred Stock | 6 Months Ended |
Jun. 30, 2024 | |
Preferred Stock [Abstract] | |
Preferred Stock | 12. Preferred Stock See below for a description of each of the Company’s outstanding classes of preferred stock, including historical and current information. 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 As of June 30, 2024, the carrying value of the Series D Preferred Stock was $7,745,643. This amount is recorded within equity on the unaudited condensed consolidated balance sheet. 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 As of June 30, 2024, the carrying value of the Series E Preferred Stock was $4,869,434. This amount is recorded within equity on the consolidated balance sheet. |
Share Purchase Warrants and Sto
Share Purchase Warrants and Stock Options | 6 Months Ended |
Jun. 30, 2024 | |
Share Purchase Warrants and Stock Options [Abstract] | |
Share Purchase Warrants and Stock Options | 13. Share Purchase Warrants and Stock Options In connection with the issuance of new convertible debentures during December 2023 and January 2024, the associated warrants qualified for liability classification. The fair value of these warrants was $122,000 and $833,615 as of June 30, 2024 and December 31, 2023, respectively. This amount is included in warrant liabilities on the unaudited condensed consolidated balance sheet. The weighted-average remaining life on the share purchase warrants as of June 30, 2024 was 2.7 years. The weighted-average remaining life on the stock options as of June 30, 2024 was 4.3 years. With the exception of those issued during February 2021 and June 2021, the stock options outstanding at June 30, 2024 were subject to vesting terms. During June 2024, current employees of the Company with outstanding underwater stock options were given the option of returning the existing options in exchange for new options with an exercise price based on the closing price on the date of the election. The exchanged options were considered canceled. The effective date of the election was June 21, 2024. The following table summarizes the activity of share purchase warrants for the period of January 1, 2024 through June 30, 2024: Number of Weighted Intrinsic value Balance at December 31, 2023 39,076,249 $ 0.09 $ 738,889 Granted 19,479,182 0.04 409,237 Exercised - - Expired/forfeited (16,944,443 ) 0.001 - Outstanding at June 30, 2024 41,610,988 $ 0.10 $ 86,617 Exercisable at June 30, 2024 41,610,988 $ 0.10 $ 86,617 As of June 30, 2024, 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 0.46 400,000 0.25 12/14/2021 12/14/2024 0.46 12,500,000 0.10 11/18/2022 11/18/2027 3.39 7,000,000 0.15 9/25/2023 9/25/2028 4.24 4,500,000 0.15 9/25/2023 9/25/2028 4.24 700,000 0.15 9/25/2023 9/25/2028 4.24 854,000 0.15 9/25/2023 9/25/2028 4.24 1,066,666 0.125 12/7/2023 12/7/2028 4.44 140,760 0.125 12/7/2023 12/7/2028 4.44 533,333 0.125 12/11/2023 12/11/2028 4.45 70,380 0.125 12/11/2023 12/11/2028 4.45 840,000 0.125 1/11/2024 1/11/2029 4.54 110,849 0.125 1/11/2024 1/11/2029 4.54 2,700,000 0.0556 5/9/2024 5/9/2029 4.86 5,500,000 0.04 5/16/2024 5/16/2029 4.88 4,060,000 0.05 5/23/2024 5/23/2029 4.90 435,000 0.0451 5/24/2024 5/24/2029 4.90 41,610,988 The following table summarizes the activity of stock options for the period of January 1, 2024 through June 30, 2024: Number of Weighted Intrinsic value Balance at December 31, 2023 26,514,617 $ 0.18 $ - Issued 22,305,393 0.05 - Exercised - - - Canceled/expired/forfeited (19,958,754 ) 0.15 - Outstanding at June 30, 2024 28,861,556 $ 0.10 $ 168,274 Exercisable at June 30, 2024 19,364,151 $ 0.13 $ 94,119 As of June 30, 2024, the following stock options were outstanding: Number of Exercise price Issuance Date Expiry date Remaining Life 961,330 0.58 2/23/2021 2/23/2026 1.65 3,385,746 0.25 8/18/2021 8/18/2026 2.13 185,254 0.54 11/3/2021 11/3/2026 2.35 120,128 0.19 3/21/2022 3/21/2027 2.72 95,238 0.11 5/16/2022 5/16/2027 2.88 120,000 0.09 9/28/2022 9/28/2027 3.25 600,000 0.30 2/8/2023 2/8/2026 1.61 934,782 0.12 2/27/2023 2/27/2028 3.66 378,271 0.11 5/30/2023 5/30/2028 3.92 265,957 0.12 7/18/2023 7/18/2028 4.05 378,721 0.07 10/24/2023 10/24/2028 4.32 21,436,129 0.05 6/21/2024 6/21/2029 4.98 28,861,556 The remaining stock-based compensation expense on unvested stock options was $248,547 as of June 30, 2024. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2024 | |
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; the Company recognizes 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 June 30, 2024 and December 31, 2023: June 30, December 31, 2024 2023 Operating lease assets $ 226,763 $ 277,995 Operating lease liabilities: Current operating lease liabilities 96,853 89,318 Long term operating lease liabilities 134,995 190,989 Total operating lease liabilities $ 231,848 $ 280,307 Expense related to leases is recorded on a straight-line basis over the lease term, including rent holidays. During the six months ended June 30, 2024 and 2023, the Company recognized operating lease expense of $57,334 and $66,921, respectively. Operating lease costs are included within general and administrative expenses on the unaudited condensed consolidated statements of operations. During the six months ended June 30, 2024 and 2023, short-term lease costs were $0 and $31,754, respectively. Cash paid for amounts included in the measurement of operating lease liabilities were $54,561 and $64,722, respectively, for the six months ended June 30, 2024 and 2023. These amounts are included in operating activities in the unaudited condensed consolidated statements of cash flows. During the six months ended June 30, 2024 and 2023, the Company reduced its operating lease liabilities by $48,459 and $67,021, respectively, for cash paid. The operating lease liabilities as of June 30, 2024 reflect a weighted average discount rate of 5%. The weighted average remaining term of the leases is 2.1 years. Remaining lease payments as of June 30, 2024 are as follows: Year ending December 31, 2024 56,834 2025 116,965 2026 70,179 Total lease payments 243,978 Less: imputed interest (12,130 ) Total $ 231,848 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 15. Commitments and Contingencies Leases The Company leases its principal offices under a lease that expires in 2026. 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 six months ended June 30, 2024 and 2023). 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. |
Segment Disclosures
Segment Disclosures | 6 Months Ended |
Jun. 30, 2024 | |
Segment Disclosures [Abstract] | |
Segment Disclosures | 16. Segment Disclosures During the six months ended June 30, 2024 and 2023, the Company had three operating segments including: ● Cybersecurity, which is comprised of HWN and OCL. ● SVC, which consists of the Company’s SVC subsidiary. ● Corporate, 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 all reporting segments in one geographical area (the United States). Financial statement information by operating segment for the three and six months ended June 30, 2024 is presented below: Three Months Ended June 30, 2024 Six Months Ended June 30, 2024 Corporate Cybersecurity SVC Total Corporate Cybersecurity SVC Total Net sales $ - $ 1,046,566 $ 891,052 $ 1,937,618 $ - $ 2,092,394 $ 1,906,727 $ 3,999,121 Operating (loss) income (350,752 ) (2,528,811 ) (124,151 ) (3,003,714 ) (632,174 ) (3,776,150 ) (122,715 ) (4,531,039 ) Interest expense 190,839 553,198 - 744,037 351,659 635,414 - 987,073 Depreciation and amortization - 92,028 141,495 233,523 - 150,389 271,472 421,861 Total assets as of June 30, 2024 14,865 6,077,956 5,836,386 11,929,207 14,865 6,077,956 5,836,386 11,929,207 Financial statement information by operating segment for the three and six months ended June 30, 2023 is presented below: Three Months Ended June 30, 2023 Six Months Ended June 30, 2023 Corporate Cybersecurity SVC Total Corporate Cybersecurity SVC Total Net sales $ - $ 840,683 $ 858,859 $ 1,699,542 $ - $ 1,967,386 $ 1,681,254 $ 3,648,640 Operating loss (653,221 ) (2,011,100 ) (132,978 ) (2,797,299 ) (1,723,399 ) (2,808,769 ) (247,332 ) (4,779,500 ) Interest expense 34,820 367,581 - 402,401 217,306 370,747 - 588,053 Depreciation and amortization - 63,903 150,840 214,743 - 114,210 301,680 415,890 Total assets as of December 31, 2023 14,929 4,990,874 5,825,951 10,831,754 14,929 4,990,874 5,825,951 10,831,754 |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 17. Earnings Per Share The following table shows the computation of basic and diluted earnings per share for the three and six months ended June 30, 2024 and 2023: For the three months ended For the six months ended June 30, June 30, 2024 2023 2024 2023 Numerator: Net income (loss) attributable to High Wire Networks, Inc. common shareholders $ 4,785,325 $ (4,141,995 ) $ 4,370,887 $ (3,973,686 ) Denominator Weighted average common shares outstanding, basic 240,620,455 232,300,415 240,579,600 214,984,254 Effect of dilutive securities 31,431,129 - 31,431,129 - Weighted average common shares outstanding, diluted 272,051,584 232,300,415 272,010,729 214,984,254 Income (loss) per share attributable to High Wire Networks, Inc. common shareholders, basic: Net loss from continuing operations $ (0.01 ) $ (0.02 ) $ (0.02 ) $ (0.01 ) Net income (loss) from discontinued operations, net of taxes $ 0.03 $ 0.00 $ 0.04 $ (0.01 ) Net income (loss) per share $ 0.02 $ (0.02 ) $ 0.02 $ (0.02 ) Income (loss) per share attributable to High Wire Networks, Inc. common shareholders, diluted: Net loss from continuing operations $ (0.01 ) $ (0.02 ) $ (0.02 ) $ (0.01 ) Net income (loss) from discontinued operations, net of taxes $ 0.03 $ 0.00 $ 0.04 $ (0.01 ) Net income (loss) per share $ 0.02 $ (0.02 ) $ 0.02 $ (0.02 ) |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2024 | |
Discontinued Operations [Abstract] | |
Discontinued Operations | 18. Discontinued Operations On March 6, 2023, HWN divested the ADEX Entities. The divestiture of the ADEX Entities qualified for discontinued operations treatment. The results of operations of the ADEX Entities have been included within net income (loss) from discontinued operations, net of tax, on the unaudited condensed consolidated statements of operations for the six months ended June 30, 2023. On June 27, 2024, HWN sold the assets of its technology services business unit. The operations of the sold business unit qualified for discontinued operations treatment. The assets and liabilities of the sold business unit as of December 31, 2023 have been included within the unaudited condensed consolidated balance sheet as current assets of discontinued operations and current liabilities of discontinued operations. The results of operations of the sold business unit have been included within net income (loss) from discontinued operations, net of tax, on the unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2024 and 2023. In connection with the sale of HWN’s technology services business unit, the Company is now subject to a non-compete which precludes it from operating businesses similar to that of AWS PR and Tropical. As a result, both subsidiaries qualify for discontinued operations treatment. The assets and liabilities of AWS PR and Tropical as of June 30, 2024 and December 31, 2023 have been included within the unaudited condensed consolidated balance sheet as current assets of discontinued operations and current liabilities of discontinued operations. The results of operations of AWS PR and Tropical have been included within net income (loss) from discontinued operations, net of tax, on the unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2024 and 2023. The following table shows the balance of the Company’s discontinued operations as of June 30, 2024 and December 31, 2023: June 30, December 31, Current assets: Cash $ - $ 5,075 Accounts receivable - 1,623,936 Current assets of discontinued operations $ - $ 1,629,011 Current liabilities: Accounts payable and accrued liabilities $ 505,782 $ 1,227,529 Contract liabilities - 301,757 Current liabilities of discontinued operations $ 505,782 $ 1,529,286 The following table shows the statement of operations for the Company’s discontinued operations for the three and six months ended June 30, 2024 and 2023: For the three months ended For the six months ended June 30, June 30, 2024 2023 2024 2023 Revenue $ 1,969,052 $ 4,240,524 $ 7,558,530 $ 12,456,597 Operating expenses: Cost of revenues 1,103,457 2,164,313 4,132,178 9,535,960 Depreciation and amortization - 1,104 - 2,577 Salaries and wages 686,566 1,111,956 1,136,044 2,400,082 General and administrative 269,288 385,545 505,578 589,114 Total operating expenses 2,059,311 3,662,918 5,773,800 12,527,733 (Loss) income from operations (90,259 ) 577,606 1,784,730 (71,136 ) Other income (expenses): Gain on sale of business unit 7,950,773 - 7,950,773 - Other income - - 1,500 - Gain (loss) on disposal of subsidiary - - - (1,336,789 ) Exchange loss - - - (923 ) Total other income (expense) 7,950,773 - 7,952,273 (1,337,712 ) Pre-tax income (loss) from discontinued operations 7,860,514 577,606 9,737,003 (1,408,848 ) Provision for income taxes - - - - Net income (loss) from discontinued operations, net of tax $ 7,860,514 $ 577,606 $ 9,737,003 $ (1,408,848 ) |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||||
Net Income (Loss) | $ 4,785,325 | $ (414,438) | $ (4,141,995) | $ 168,309 | $ 4,370,887 | $ (3,973,686) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Significant Accounting Policies [Abstract] | |
Condensed Financial Statements | Condensed Financial Statements In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments of a recurring nature considered necessary to present fairly the Company’s financial position and the results of its operations and its cash flows for the periods shown. The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. The results of operations and cash flows for the periods shown are not necessarily indicative of the results to be expected for the full year. |
Basis of Presentation/Principles of Consolidation | Basis of Presentation/Principles of Consolidation These unaudited condensed consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States. These unaudited condensed consolidated financial statements include the accounts of the Company as well as High Wire and its subsidiaries, SVC and OCL. 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 June 30, 2024 and December 31, 2023 was $71,647 and $81,359, respectively. |
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 has two reporting units, HWN and SVC, and tests its goodwill for impairment at least annually on December 31 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 In connection with the sale of HWN’s technology services business unit discussed in Note 3, Recent Subsidiary Activity, the Company assigned $1,349,681 of HWN’s goodwill to the sold assets. This amount was based on relative fair values in accordance with ASC 350-20-40 and is included in the gain on sale of business unit within net income (loss) from discontinued operations, net of tax on the unaudited condensed consolidated statement of operations for the three and six months ended June 30, 2024. |
Intangible Assets | Intangible Assets At June 30, 2024 and December 31, 2023, definite-lived intangible assets consisted 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 The sale of HWN’s technology services business unit discussed in Note 3, Recent Subsidiary Activity included all of HWN’s remaining intangible assets. The net book value at the time of the sale of $121,826 is included in the gain on sale of business unit within net income (loss) from discontinued operations, net of tax on the unaudited condensed consolidated statement of operations for the three and six months ended June 30, 2024. |
Long-lived Assets | Long-lived Assets In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 360, “ Property, Plant and Equipment no |
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 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 2020 to 2023. 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 the 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 on an as needed basis 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: ● Managed Services are services provided to the clients where the Company monitors, maintains, handles break/fix issues and protects customer networks. The Managed Services Segment encompasses all of the Company’s recurring revenue businesses including Overwatch Managed Security, all network managed services, all managed services performed under a Statement of Work (SoW), and the Company’s SVC revenue. Disaggregation of Revenues The Company disaggregates its revenue by operating segment (refer to Note 16, Segment Disclosures, for additional information). Contract Assets and Liabilities Contract assets would include costs and services incurred on contracts with open performance obligations. These amounts would be included in contract assets on the unaudited condensed consolidated balance sheets. At June 30, 2024 and December 31, 2023, 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 unaudited condensed consolidated balance sheets. At June 30, 2024 and December 31, 2023, contract liabilities totaled $364,930 and $80,819, 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 grant date 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. In accordance with ASU 2016-09, the Company accounts for forfeitures as they occur. 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, which is generally the vesting period. |
Income (Loss) per Share | Income (Loss) per Share The Company computes income (loss) per share in accordance with ASC 260, “ Earnings per Share |
Leases | Leases ASC 842, “ Leases 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 unaudited condensed 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 unaudited condensed 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 operating losses in the three and six months ended June 30, 2024 and 2023, and High Wire has historically generated operating 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 six months ended June 30, 2024, the Company had an operating loss of $4,531,039, cash flows used in continuing operations of $5,003,076, and a working capital deficit of $3,185,829. 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 unaudited condensed consolidated financial statements. The accompanying unaudited condensed 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, its forecasts of operations for one year from the date of the filing of the unaudited condensed consolidated financial statements in the Company’s Quarterly Report on Form 10-Q 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 unaudited condensed 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 In November 2023, the Financial Standards Accounting Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for the Company’s annual periods beginning January 1, 2024, and for interim periods beginning January 1, 2025, with early adoption permitted. The Company is currently evaluating the potential effect that the updated standard will have on its financial statement disclosures. In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topics 740): Improvements to Income Tax Disclosures” to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. ASU 2023-09 is effective for the Company’s annual periods beginning January 1, 2025, with early adoption permitted. The Company is currently evaluating the potential effect that the updated standard will have on its financial statement disclosures. 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 receivable. 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 June 30, 2024, HWN had a cash balance in excess of provided insurance of $3,793,332. The Company provides credit to customers on an uncollateralized basis after evaluating client creditworthiness. For the six months ended June 30, 2024 and 2023, no customers accounted for 10% or more of consolidated revenues or 10% or more of consolidated accounts receivable for either period. The Company’s customers are all located within the domestic United States of America |
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. Warrant 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 six months ended June 30, 2024 and 2023. 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 June 30, 2024 and December 31, 2023 consisted of the following: Total fair Quoted prices in active markets Quoted prices in active markets Quoted prices in active markets Description: Warrant liabilities (1) $ 122,000 $ - $ - $ 122,000 Total fair Quoted prices in active markets Quoted prices in active markets Quoted prices in active markets Description: Warrant liabilities (1) $ 833,615 $ - $ - $ 833,615 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, Warrant Liabilities, for additional information. |
Warrant Liabilities | Warrant Liabilities The Company accounts for its liability-classified warrants in accordance with ASC 480, “ Distinguishing Liabilities from Equity |
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) | 6 Months Ended |
Jun. 30, 2024 | |
Significant Accounting Policies [Abstract] | |
Schedule of Property and Equipment Estimated Useful Lives | 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 |
Schedule of Financial Assets and Liabilities Carried at Fair Value Measured on a Recurring Basis | The Company’s financial assets and liabilities carried at fair value measured on a recurring basis as of June 30, 2024 and December 31, 2023 consisted of the following: Total fair Quoted prices in active markets Quoted prices in active markets Quoted prices in active markets Description: Warrant liabilities (1) $ 122,000 $ - $ - $ 122,000 Total fair Quoted prices in active markets Quoted prices in active markets Quoted prices in active markets Description: Warrant liabilities (1) $ 833,615 $ - $ - $ 833,615 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Property and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment as of June 30, 2024 and December 31, 2023 consisted of the following: June 30 December 31 2024 2023 Computers and office equipment $ 187,008 $ 175,008 Vehicles 11,938 11,938 Leasehold improvements 6,113 6,113 Software 473,521 472,197 Machinery and equipment 838,800 838,800 Total 1,517,380 1,504,056 Less: accumulated depreciation (604,055 ) (477,763 ) Equipment, net $ 913,325 $ 1,026,293 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Intangible Assets [Abstract] | |
Schedule of Intangible Assets | Intangible assets as of June 30, 2024 and December 31, 2023 consisted of the following: Cost Accumulated Amortization Net carrying value at Net carrying value at Customer relationship and lists $ 3,885,679 $ (1,082,294 ) $ 2,803,385 $ 3,007,702 Trade names 554,067 (154,591 ) 399,476 612,554 Total intangible assets $ 4,439,746 $ (1,236,885 ) $ 3,202,861 $ 3,620,256 |
Schedule of Estimated Future Amortization Expense | The estimated future amortization expense for the next five years and thereafter is as follows: Year ending December 31, 2024 $ 221,988 2025 443,976 2026 443,976 2027 443,976 2028 443,976 Thereafter 1,204,969 Total $ 3,202,861 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Schedule of Loans Payable to Related Parties | As of June 30, 2024 and December 31, 2023, the Company had outstanding the following loans payable to related parties: June 30, December 31, 2024 2023 Promissory note issued to Mark Porter, 9% interest, unsecured, matures December 31, 2025 $ 136,346 $ 100,000 Convertible promissory note issued to Mark Porter, 12% interest, secured, matures December 31, 2025, net of debt discount of $0 and $10,968, respectively 253,529 154,032 Convertible promissory note issued to Mark Porter, 18% interest, secured, matures March 25, 2025, net of debt discount of $0 and $25,297, respectively - 44,703 Total $ 389,875 $ 298,735 Less: Current portion of loans payable to related parties (116,556 ) (254,032 ) Loans payable to related parties, net of current portion $ 273,319 $ 44,703 |
Loans Payable (Tables)
Loans Payable (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Loans Payable [Abstract] | |
Schedule of Loans Payable | As of June 30, 2024 and December 31, 2023, the Company had outstanding the following loans payable: June 30, December 31, 2024 2023 Future receivables financing agreement with Cedar Advance LLC, non-interest bearing, matures June 1, 2025, net of debt discount of $18,949 and $23,040, respectively $ 286,839 $ 623,118 Future receivables financing agreement with Pawn Funding, non-interest bearing, matures June 1, 2025, net of debt discount of $14,215 and $18,240, respectively 356,540 692,885 Future receivables financing agreement with Slate Advance LLC, non-interest bearing, matures December 1, 2025, net of debt discount of $22,052 and $26,786, respectively 246,737 630,092 Future receivables financing agreement with Meged Funding Group, non-interest bearing, matures July 1, 2025, net of debt discount of $21,800 and $24,986, respectively 420,900 700,059 Promissory note issued to InterCloud Systems, Inc., non-interest bearing, unsecured and due on demand 217,400 217,400 Future receivables financing agreement with Arin Funding LLC, non-interest bearing, matures January 12, 2024, net of debt discount of $1,000 - 47,741 Future receivables financing agreement with Arin Funding LLC, non-interest bearing, matures January 23, 2024, net of debt discount of $2,500 - 84,508 Total $ 1,528,416 $ 2,995,803 Less: Current portion of loans payable (1,432,666 ) (2,995,803 ) Loans payable, net of current portion $ 95,750 $ - |
Convertible Debentures (Tables)
Convertible Debentures (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Convertible Debentures [Abstract] | |
Schedule of Convertible Debentures | As of June 30, 2024 and December 31, 2023, the Company had outstanding the following convertible debentures: June 30, December 31, 2024 2023 Convertible promissory note issued to Herald Investment Management Limited, 18% interest, secured, matures March 25, 2025, net of debt discount of $159,659 and $282,945, respectively $ 540,341 $ 417,055 Convertible promissory note issued to 1800 Diagonal Lending LLC, 12% interest, unsecured, matures November 15, 2024, net of debt discount of $5,264 94,143 - Convertible promissory note, Jeffrey Gardner, 18% interest, unsecured, matured September 15, 2021, due on demand - 125,000 Convertible promissory note, James Marsh, 18% interest, unsecured, matured September 15, 2021, due on demand - 125,000 Convertible promissory note issued to Roger Ponder, 10% interest, unsecured, matures March 31, 2024 - 23,894 Convertible promissory note issued to Kings Wharf Opportunities Fund, LP, 18% interest, secured, matures March 25, 2025, net of debt discount of $142,266 and $181,894, respectively - 268,106 Convertible promissory note issued to Mast Hill Fund, L.P., 12% interest, unsecured, matures December 7, 2024, net of debt discount of $272,148 and $407,890, respectively - 36,555 Convertible promissory note issued to FirstFire Global Opportunities Fund, LLC, 12% interest, unsecured, matures December 11, 2024, net of debt discount of $137,889 and $206,666, respectively - 15,556 Convertible promissory note issued to Mast Hill Fund, L.P., 12% interest, unsecured, matures January 11, 2025, net of debt discount of $254,085 - - Total $ 634,484 $ 1,011,166 Less: Current portion of convertible debentures, net of debt discount/premium (634,484 ) (326,005 ) Convertible debentures, net of current portion, net of debt discount $ - $ 685,161 |
Warrant Liabilities (Tables)
Warrant Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Warrant Liabilities [Abstract] | |
Schedule of Changes in the Fair Value of the Company's Level 3 Warrant Liabilities | The table below sets forth a summary of changes in the fair value of the Company’s Level 3 warrant liabilities for the six months ended June 30, 2024: June 30, 2024 Balance at the beginning of the period $ 833,615 Issuance of warrants 439,600 Change in fair value of warrant liabilities (229,793 ) Return of warrants (921,422 ) Balance at the end of the period 122,000 |
Schedule of Significant Change in 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 June 30, 2024 195 % 4.33 % 0 % 4.44 - 4.53 At December 31, 2023 221 - 222 % 4.11 - 4.25 % 0 % 4.94 - 4.95 |
Share Purchase Warrants and S_2
Share Purchase Warrants and Stock Options (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share Purchase Warrants and Stock Options [Abstract] | |
Schedule of Share Purchase Warrants | The following table summarizes the activity of share purchase warrants for the period of January 1, 2024 through June 30, 2024: Number of Weighted Intrinsic value Balance at December 31, 2023 39,076,249 $ 0.09 $ 738,889 Granted 19,479,182 0.04 409,237 Exercised - - Expired/forfeited (16,944,443 ) 0.001 - Outstanding at June 30, 2024 41,610,988 $ 0.10 $ 86,617 Exercisable at June 30, 2024 41,610,988 $ 0.10 $ 86,617 |
Schedule of Share Purchase Warrants Outstanding | As of June 30, 2024, 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 0.46 400,000 0.25 12/14/2021 12/14/2024 0.46 12,500,000 0.10 11/18/2022 11/18/2027 3.39 7,000,000 0.15 9/25/2023 9/25/2028 4.24 4,500,000 0.15 9/25/2023 9/25/2028 4.24 700,000 0.15 9/25/2023 9/25/2028 4.24 854,000 0.15 9/25/2023 9/25/2028 4.24 1,066,666 0.125 12/7/2023 12/7/2028 4.44 140,760 0.125 12/7/2023 12/7/2028 4.44 533,333 0.125 12/11/2023 12/11/2028 4.45 70,380 0.125 12/11/2023 12/11/2028 4.45 840,000 0.125 1/11/2024 1/11/2029 4.54 110,849 0.125 1/11/2024 1/11/2029 4.54 2,700,000 0.0556 5/9/2024 5/9/2029 4.86 5,500,000 0.04 5/16/2024 5/16/2029 4.88 4,060,000 0.05 5/23/2024 5/23/2029 4.90 435,000 0.0451 5/24/2024 5/24/2029 4.90 41,610,988 |
Schedule of Activity of Stock Options | The following table summarizes the activity of stock options for the period of January 1, 2024 through June 30, 2024: Number of Weighted Intrinsic value Balance at December 31, 2023 26,514,617 $ 0.18 $ - Issued 22,305,393 0.05 - Exercised - - - Canceled/expired/forfeited (19,958,754 ) 0.15 - Outstanding at June 30, 2024 28,861,556 $ 0.10 $ 168,274 Exercisable at June 30, 2024 19,364,151 $ 0.13 $ 94,119 |
Schedule of Stock Options Outstanding | As of June 30, 2024, the following stock options were outstanding: Number of Exercise price Issuance Date Expiry date Remaining Life 961,330 0.58 2/23/2021 2/23/2026 1.65 3,385,746 0.25 8/18/2021 8/18/2026 2.13 185,254 0.54 11/3/2021 11/3/2026 2.35 120,128 0.19 3/21/2022 3/21/2027 2.72 95,238 0.11 5/16/2022 5/16/2027 2.88 120,000 0.09 9/28/2022 9/28/2027 3.25 600,000 0.30 2/8/2023 2/8/2026 1.61 934,782 0.12 2/27/2023 2/27/2028 3.66 378,271 0.11 5/30/2023 5/30/2028 3.92 265,957 0.12 7/18/2023 7/18/2028 4.05 378,721 0.07 10/24/2023 10/24/2028 4.32 21,436,129 0.05 6/21/2024 6/21/2029 4.98 28,861,556 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Schedule of Operating Lease Right of Use (“ROU”) Assets and Liabilities | The following table sets forth the operating lease right of use (“ROU”) assets and liabilities as of June 30, 2024 and December 31, 2023: June 30, December 31, 2024 2023 Operating lease assets $ 226,763 $ 277,995 Operating lease liabilities: Current operating lease liabilities 96,853 89,318 Long term operating lease liabilities 134,995 190,989 Total operating lease liabilities $ 231,848 $ 280,307 |
Schedule of Lease Payments | Remaining lease payments as of June 30, 2024 are as follows: Year ending December 31, 2024 56,834 2025 116,965 2026 70,179 Total lease payments 243,978 Less: imputed interest (12,130 ) Total $ 231,848 |
Segment Disclosures (Tables)
Segment Disclosures (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Segment Disclosures [Abstract] | |
Schedule of Financial Statement Information by Operating Segment | Financial statement information by operating segment for the three and six months ended June 30, 2024 is presented below: Three Months Ended June 30, 2024 Six Months Ended June 30, 2024 Corporate Cybersecurity SVC Total Corporate Cybersecurity SVC Total Net sales $ - $ 1,046,566 $ 891,052 $ 1,937,618 $ - $ 2,092,394 $ 1,906,727 $ 3,999,121 Operating (loss) income (350,752 ) (2,528,811 ) (124,151 ) (3,003,714 ) (632,174 ) (3,776,150 ) (122,715 ) (4,531,039 ) Interest expense 190,839 553,198 - 744,037 351,659 635,414 - 987,073 Depreciation and amortization - 92,028 141,495 233,523 - 150,389 271,472 421,861 Total assets as of June 30, 2024 14,865 6,077,956 5,836,386 11,929,207 14,865 6,077,956 5,836,386 11,929,207 Three Months Ended June 30, 2023 Six Months Ended June 30, 2023 Corporate Cybersecurity SVC Total Corporate Cybersecurity SVC Total Net sales $ - $ 840,683 $ 858,859 $ 1,699,542 $ - $ 1,967,386 $ 1,681,254 $ 3,648,640 Operating loss (653,221 ) (2,011,100 ) (132,978 ) (2,797,299 ) (1,723,399 ) (2,808,769 ) (247,332 ) (4,779,500 ) Interest expense 34,820 367,581 - 402,401 217,306 370,747 - 588,053 Depreciation and amortization - 63,903 150,840 214,743 - 114,210 301,680 415,890 Total assets as of December 31, 2023 14,929 4,990,874 5,825,951 10,831,754 14,929 4,990,874 5,825,951 10,831,754 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Earnings Per Share | The following table shows the computation of basic and diluted earnings per share for the three and six months ended June 30, 2024 and 2023: For the three months ended For the six months ended June 30, June 30, 2024 2023 2024 2023 Numerator: Net income (loss) attributable to High Wire Networks, Inc. common shareholders $ 4,785,325 $ (4,141,995 ) $ 4,370,887 $ (3,973,686 ) Denominator Weighted average common shares outstanding, basic 240,620,455 232,300,415 240,579,600 214,984,254 Effect of dilutive securities 31,431,129 - 31,431,129 - Weighted average common shares outstanding, diluted 272,051,584 232,300,415 272,010,729 214,984,254 Income (loss) per share attributable to High Wire Networks, Inc. common shareholders, basic: Net loss from continuing operations $ (0.01 ) $ (0.02 ) $ (0.02 ) $ (0.01 ) Net income (loss) from discontinued operations, net of taxes $ 0.03 $ 0.00 $ 0.04 $ (0.01 ) Net income (loss) per share $ 0.02 $ (0.02 ) $ 0.02 $ (0.02 ) Income (loss) per share attributable to High Wire Networks, Inc. common shareholders, diluted: Net loss from continuing operations $ (0.01 ) $ (0.02 ) $ (0.02 ) $ (0.01 ) Net income (loss) from discontinued operations, net of taxes $ 0.03 $ 0.00 $ 0.04 $ (0.01 ) Net income (loss) per share $ 0.02 $ (0.02 ) $ 0.02 $ (0.02 ) |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Discontinued Operations [Abstract] | |
Schedule of Company’s Discontinued Operations | The following table shows the balance of the Company’s discontinued operations as of June 30, 2024 and December 31, 2023: June 30, December 31, Current assets: Cash $ - $ 5,075 Accounts receivable - 1,623,936 Current assets of discontinued operations $ - $ 1,629,011 Current liabilities: Accounts payable and accrued liabilities $ 505,782 $ 1,227,529 Contract liabilities - 301,757 Current liabilities of discontinued operations $ 505,782 $ 1,529,286 |
Schedule of Statements of Operations for the Company’s Discontinued Operations | The following table shows the statement of operations for the Company’s discontinued operations for the three and six months ended June 30, 2024 and 2023: For the three months ended For the six months ended June 30, June 30, 2024 2023 2024 2023 Revenue $ 1,969,052 $ 4,240,524 $ 7,558,530 $ 12,456,597 Operating expenses: Cost of revenues 1,103,457 2,164,313 4,132,178 9,535,960 Depreciation and amortization - 1,104 - 2,577 Salaries and wages 686,566 1,111,956 1,136,044 2,400,082 General and administrative 269,288 385,545 505,578 589,114 Total operating expenses 2,059,311 3,662,918 5,773,800 12,527,733 (Loss) income from operations (90,259 ) 577,606 1,784,730 (71,136 ) Other income (expenses): Gain on sale of business unit 7,950,773 - 7,950,773 - Other income - - 1,500 - Gain (loss) on disposal of subsidiary - - - (1,336,789 ) Exchange loss - - - (923 ) Total other income (expense) 7,950,773 - 7,952,273 (1,337,712 ) Pre-tax income (loss) from discontinued operations 7,860,514 577,606 9,737,003 (1,408,848 ) Provision for income taxes - - - - Net income (loss) from discontinued operations, net of tax $ 7,860,514 $ 577,606 $ 9,737,003 $ (1,408,848 ) |
Organization (Details)
Organization (Details) | 6 Months Ended | ||
Jun. 30, 2024 | Aug. 04, 2023 | Feb. 15, 2022 | |
Organization [Line Items] | |||
Entity incorporation date | Jan. 20, 2017 | ||
HWN and JTM Electrical Contractors, Inc [Member] | |||
Organization [Line Items] | |||
Business owned, percentage | 50% | 50% | |
Overwatch Cyberlab, Inc. [Member] | |||
Organization [Line Items] | |||
Business owned, percentage | 80% | ||
John Peterson [Member] | |||
Organization [Line Items] | |||
Business owned, percentage | 20% |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Significant Accounting Policies [Line Items] | |||||
Allowance for doubtful accounts | $ 71,647 | $ 71,647 | $ 81,359 | ||
Impairment charges on goodwill | |||||
Goodwill | $ 1,349,681 | $ 1,349,681 | |||
Estimated useful life | 10 years | 10 years | 10 years | ||
Impairment charges on intangible assets | |||||
Net loss from discontinued operations, net of tax | 7,860,514 | 577,606 | 9,737,003 | (1,408,848) | |
Impairment charges on long-lived assets | |||||
Contract liabilities | $ 364,930 | $ 364,930 | $ 80,819 | ||
Common stock equivalents outstanding (in Shares) | 134,373,675 | 134,373,675 | 145,710,627 | ||
Common stock equivalents dilutive (in Shares) | 31,431,129 | ||||
Operating income | $ (3,003,714) | $ (2,797,299) | $ (4,531,039) | (4,779,500) | |
Cash flows used in continuing operations | (5,003,076) | $ (2,787,004) | |||
Working capital deficit | 3,185,829 | ||||
Cash balance | 3,793,332 | 3,793,332 | |||
Warrant liabilities | 122,000 | 122,000 | $ 833,615 | ||
Related Party [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Operating income | 4,531,039 | ||||
Cash flows used in continuing operations | $ (5,003,076) | ||||
Customer Concentration Risk [Member] | Customer One [Member] | Revenue Benchmark [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Customers risk, percentage | 10% | ||||
HWN’s technology services [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Net loss from discontinued operations, net of tax | $ 121,826 | $ 121,826 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of Property and Equipment Estimated Useful Lives | Jun. 30, 2024 |
Leasehold improvements [Member] | |
Schedule of property and equipment estimated useful lives [Line Items] | |
Property and equipment, useful lives | 5 years |
Software [Member] | |
Schedule of property and equipment estimated useful lives [Line Items] | |
Property and equipment, useful lives | 5 years |
Machinery and equipment [Member] | |
Schedule of property and equipment estimated useful lives [Line Items] | |
Property and equipment, useful lives | 5 years |
Minimum [Member] | Computers and office equipment [Member] | |
Schedule of property and equipment estimated useful lives [Line Items] | |
Property and equipment, useful lives | 3 years |
Minimum [Member] | Vehicles [Member] | |
Schedule of property and equipment estimated useful lives [Line Items] | |
Property and equipment, useful lives | 3 years |
Maximum [Member] | Computers and office equipment [Member] | |
Schedule of property and equipment estimated useful lives [Line Items] | |
Property and equipment, useful lives | 7 years |
Maximum [Member] | Vehicles [Member] | |
Schedule of property and equipment estimated useful lives [Line Items] | |
Property and equipment, useful lives | 5 years |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of Financial Assets and Liabilities Carried at Fair Value Measured on a Recurring Basis - Fair Value, Recurring [Member] - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Significant Accounting Policies (Details) - Schedule of Financial Assets and Liabilities Carried at Fair Value Measured on a Recurring Basis [Line Items] | ||
Warrant liabilities | $ 122,000 | $ 833,615 |
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] | ||
Warrant liabilities | ||
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] | ||
Warrant liabilities | ||
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] | ||
Warrant liabilities | $ 122,000 | $ 833,615 |
Recent Subsidiary Activity (Det
Recent Subsidiary Activity (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 27, 2024 | Sep. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Recent Subsidiary Activity [Line Items] | ||||||
Purchase price | $ 11,200,000 | |||||
Gross revenue | $ 3,000,000 | |||||
Gain on disposal of subsidiary | $ (7,950,773) | (7,950,773) | ||||
Disposal Group, Including Discontinued Operation, Other Income | 90,259 | 1,784,730 | ||||
Working Capital Adjustment Obligations [Member] | ||||||
Recent Subsidiary Activity [Line Items] | ||||||
Purchase price deposited into escrow | 300,000 | 300,000 | ||||
Indemnification Obligations [Member] | ||||||
Recent Subsidiary Activity [Line Items] | ||||||
Purchase price deposited into escrow | 75,000 | 75,000 | ||||
Performance Revenue [Member] | ||||||
Recent Subsidiary Activity [Line Items] | ||||||
Purchase price deposited into escrow | 250,000 | 250,000 | ||||
HWN [Member] | ||||||
Recent Subsidiary Activity [Line Items] | ||||||
Percentage of escrow deposits | 50% | |||||
INNO4 LLC [Member] | ||||||
Recent Subsidiary Activity [Line Items] | ||||||
Percentage of escrow deposits | 50% | |||||
Gross revenue | 250,000 | |||||
AWS PR and Tropical [Member] | ||||||
Recent Subsidiary Activity [Line Items] | ||||||
Net income loss | $ 213 | $ 4,608 | ||||
Forecast [Member] | ||||||
Recent Subsidiary Activity [Line Items] | ||||||
Revenue | $ 3,756,675 | |||||
Forecast [Member] | Maximum [Member] | ||||||
Recent Subsidiary Activity [Line Items] | ||||||
Revenue | 3,756,675 | |||||
Forecast [Member] | Minimum [Member] | ||||||
Recent Subsidiary Activity [Line Items] | ||||||
Revenue | $ 3,000,000 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Property and Equipment [Abstract] | ||
Depreciation expense | $ 126,292 | $ 78,718 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of Property and Equipment - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Schedule of Property and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,517,380 | $ 1,504,056 |
Less: accumulated depreciation | (604,055) | (477,763) |
Equipment, net | 913,325 | 1,026,293 |
Computers and office equipment [Member] | ||
Schedule of Property and Equipment [Line Items] | ||
Property and equipment, gross | 187,008 | 175,008 |
Vehicles [Member] | ||
Schedule of Property and Equipment [Line Items] | ||
Property and equipment, gross | 11,938 | 11,938 |
Leasehold improvements [Member] | ||
Schedule of Property and Equipment [Line Items] | ||
Property and equipment, gross | 6,113 | 6,113 |
Software [Member] | ||
Schedule of Property and Equipment [Line Items] | ||
Property and equipment, gross | 473,521 | 472,197 |
Machinery and equipment [Member] | ||
Schedule of Property and Equipment [Line Items] | ||
Property and equipment, gross | $ 838,800 | $ 838,800 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Intangible Assets [Abstract] | ||
Amortization expense | $ 295,569 | $ 339,749 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of Intangible Assets - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Schedule of Intangible Assets [Line Items] | ||
Cost | $ 4,439,746 | |
Accumulated Amortization | (1,236,885) | $ (2,350,059) |
Net carrying value | 3,202,861 | 3,620,256 |
Customer relationship and lists [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Cost | 3,885,679 | |
Accumulated Amortization | (1,082,294) | |
Net carrying value | 2,803,385 | 3,007,702 |
Trade names [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Cost | 554,067 | |
Accumulated Amortization | (154,591) | |
Net carrying value | $ 399,476 | $ 612,554 |
Intangible Assets (Details) -_2
Intangible Assets (Details) - Schedule of Estimated Future Amortization Expense - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Schedule of Estimated Future Amortization Expense [Abstract] | ||
2024 | $ 221,988 | |
2025 | 443,976 | |
2026 | 443,976 | |
2027 | 443,976 | |
2028 | 443,976 | |
Thereafter | 1,204,969 | |
Total | $ 3,202,861 | $ 3,620,256 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Jun. 28, 2024 | Dec. 06, 2023 | Jun. 01, 2021 | Jul. 31, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Related Party Transactions [Line Items] | ||||||||
Updated principal amount | $ 253,529 | |||||||
Penalty charges | 75,000 | |||||||
Warrants expiry date | Sep. 25, 2028 | |||||||
Loss on settlement of debt | $ 219,330 | $ 219,330 | ||||||
Warrant [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Purchase of warrants (in Shares) | 854,000 | 854,000 | ||||||
Common stock exercise price (in Dollars per share) | $ 0.15 | $ 0.15 | ||||||
Promissory Note, Mark Porter [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Interest rate | 9% | 9% | ||||||
Maturity date | Dec. 15, 2021 | Dec. 31, 2025 | ||||||
Monthly payment | $ 3,393 | |||||||
Owed amount | $ 136,346 | $ 136,346 | ||||||
Convertible Promissory Note Unsecured [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Interest rate | 12% | |||||||
Maturity date | Dec. 31, 2025 | |||||||
Promissory note issued | $ 165,000 | |||||||
Owed amount | $ 253,529 | $ 253,529 | ||||||
Received cash | 150,000 | |||||||
Debt discount | $ 15,000 | |||||||
Accrues interest rate | 12% | |||||||
Mark Porter [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Maturity date | Feb. 05, 2024 | |||||||
Convertible Promissory Note [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Interest rate | 18% | |||||||
Accrues interest rate | 18% | 18% | ||||||
Convertible Promissory Note Secured [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Maturity date | Mar. 25, 2025 | |||||||
Promissory note issued | $ 70,000 | |||||||
Accrues interest rate | 18% | 18% | ||||||
Remaining principal balance | $ 70,000 | |||||||
Accrued interest | 9,623 | |||||||
Owed amont | 0 | |||||||
Loss on settlement of debt | $ 15,545 | 15,545 | ||||||
Convertible Promissory Note Secured [Member] | Warrant [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Relative fair value | $ 31,852 | 31,852 | ||||||
Related Party [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Updated principal amount | $ 136,346 | |||||||
Subsequent Event [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Monthly payment | $ 6,320 | |||||||
Chief Executive Officer [Member] | Promissory Note, Mark Porter [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Promissory note issued | $ 100,000 | |||||||
Chief Executive Officer [Member] | Convertible Promissory Note Secured [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Debt discount | $ 31,852 | |||||||
Common Stock [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Common stock at a fixed conversion price (in Dollars per share) | $ 0.1 | |||||||
Common stock exercise price (in Dollars per share) | $ 0.15 | $ 0.15 | ||||||
Common Stock [Member] | Warrant [Member] | ||||||||
Related Party Transactions [Line Items] | ||||||||
Purchase of warrants (in Shares) | 700,000 | 700,000 |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of Loans Payable to Related Parties - Related Party [Member] - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Related Party Transaction [Line Items] | ||
Less: Current portion of loans payable to related parties | $ (116,556) | $ (254,032) |
Loans payable to related parties, net of current portion | 273,319 | 44,703 |
Promissory note issued to Mark Porter [Member] | ||
Related Party Transaction [Line Items] | ||
Promissory note | 136,346 | 100,000 |
Convertible promissory note issued to Mark Porter [Member] | ||
Related Party Transaction [Line Items] | ||
Promissory note | 253,529 | 154,032 |
Convertible promissory note issued to Keith Hayter [Member] | ||
Related Party Transaction [Line Items] | ||
Promissory note | 44,703 | |
Related Party [Member] | ||
Related Party Transaction [Line Items] | ||
Promissory note | $ 389,875 | $ 298,735 |
Related Party Transactions (D_3
Related Party Transactions (Details) - Schedule of Loans Payable to Related Parties (Parentheticals) - Related Party [Member] - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | ||
Net of debt discount | $ 0 | $ 25,297 |
Promissory note issued to Mark Porter [Member] | ||
Related Party Transaction [Line Items] | ||
Interest, unsecured | 9% | |
Matured date | Dec. 31, 2025 | |
Convertible promissory note issued to Mark Porter [Member] | ||
Related Party Transaction [Line Items] | ||
Matured date | Dec. 31, 2025 | |
Interest, secured | 12% | |
Net of debt discount | $ 0 | $ 10,968 |
Convertible promissory note issued to Keith Hayter [Member] | ||
Related Party Transaction [Line Items] | ||
Interest, unsecured | 18% | |
Matured date | Mar. 25, 2025 |
Loans Payable (Details)
Loans Payable (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||||
May 09, 2024 | Sep. 05, 2023 | Aug. 25, 2023 | Jul. 25, 2023 | Jun. 09, 2023 | May 15, 2023 | May 23, 2024 | May 16, 2024 | Mar. 31, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 15, 2021 | Feb. 27, 2018 | |
Loans Payable [Line Items] | |||||||||||||
Company received cash | $ 1,609,593 | ||||||||||||
Future receivables amount paid | 390,000 | ||||||||||||
Original balance under agreement | $ 48,741 | $ 79,508 | |||||||||||
Principal and interest | 525,000 | ||||||||||||
Company owned agreement | $ 217,400 | ||||||||||||
Anticipated of future receivables | 5% | ||||||||||||
Cash payments | $ 45,000 | ||||||||||||
Cedar Advance LLC [Member] | |||||||||||||
Loans Payable [Line Items] | |||||||||||||
Interest rate | 10% | ||||||||||||
Advance interest | $ 43,840 | ||||||||||||
Future receivables amount paid | 1,753,600 | ||||||||||||
Original balance under agreement | 48,750 | 633,842 | |||||||||||
Cedar Advance LLC One [Member] | |||||||||||||
Loans Payable [Line Items] | |||||||||||||
Aggregate principal amount | $ 1,280,000 | ||||||||||||
Purchase price | 1,228,800 | ||||||||||||
Company received cash | 1,228,800 | ||||||||||||
Debt discount | 51,200 | ||||||||||||
Original balance under agreement | 374,478 | ||||||||||||
Company owned agreement | 268,789 | ||||||||||||
Debt discount recorded | 22,052 | ||||||||||||
Pawn Funding One [Member] | |||||||||||||
Loans Payable [Line Items] | |||||||||||||
Purchase price | 1,280,000 | ||||||||||||
Company received cash | 1,241,600 | ||||||||||||
Advance interest | 43,840 | ||||||||||||
Future receivables amount paid | $ 1,753,600 | ||||||||||||
Original balance under agreement | 48,750 | 568,874 | |||||||||||
Company owned agreement | 305,788 | ||||||||||||
Debt discount recorded | 18,949 | ||||||||||||
Aggregate amount | 1,280,000 | ||||||||||||
Debt discount | $ 38,400 | ||||||||||||
Anticipated of future receivables | 4% | ||||||||||||
Interest amount | 351,765 | ||||||||||||
Remaining outstanding amount | $ 217,400 | ||||||||||||
Meged Funding Group [Member] | |||||||||||||
Loans Payable [Line Items] | |||||||||||||
Purchase price | $ 1,151,950 | ||||||||||||
Company received cash | 1,151,950 | ||||||||||||
Advance interest | $ 67,200 | ||||||||||||
Future receivables amount paid | $ 1,680,000 | ||||||||||||
Original balance under agreement | 47,040 | 474,955 | |||||||||||
Company owned agreement | 370,755 | ||||||||||||
Aggregate amount | 1,200,000 | ||||||||||||
Debt discount | $ 48,050 | 14,215 | |||||||||||
Anticipated of future receivables | 25% | ||||||||||||
Interest amount | 331,445 | ||||||||||||
Slate Advance LLC [Member] | |||||||||||||
Loans Payable [Line Items] | |||||||||||||
Interest rate | 25% | ||||||||||||
Aggregate principal amount | $ 1,500,000 | ||||||||||||
Purchase price | 1,425,000 | ||||||||||||
Company received cash | 1,425,000 | ||||||||||||
Debt discount | $ 75,000 | ||||||||||||
Advance interest | $ 75,000 | ||||||||||||
Future receivables amount paid | 2,100,000 | ||||||||||||
Original balance under agreement | 87,008 | 843,121 | |||||||||||
Company owned agreement | 442,700 | ||||||||||||
Debt discount recorded | 21,800 | ||||||||||||
State Advance LLC One [Member] | |||||||||||||
Loans Payable [Line Items] | |||||||||||||
Original balance under agreement | 506,879 | ||||||||||||
Arin Funding LLC One [Member] | |||||||||||||
Loans Payable [Line Items] | |||||||||||||
Purchase price | $ 290,000 | ||||||||||||
Company received cash | 290,000 | ||||||||||||
Advance interest | 19,500 | ||||||||||||
Original balance under agreement | 98,751 | 56,741 | |||||||||||
Aggregate amount | 300,000 | ||||||||||||
Debt discount | $ 10,000 | ||||||||||||
Arin Funding LLC [Member] | |||||||||||||
Loans Payable [Line Items] | |||||||||||||
Purchase price | $ 195,000 | ||||||||||||
Company received cash | 195,000 | ||||||||||||
Advance interest | 13,000 | ||||||||||||
Future receivables amount paid | $ 260,000 | ||||||||||||
Original balance under agreement | 212,992 | ||||||||||||
Aggregate amount | 200,000 | ||||||||||||
Debt discount | $ 5,000 | ||||||||||||
Anticipated of future receivables | 8% | ||||||||||||
Arin Funding LLC [Member] | Pawn Funding Two [Member] | |||||||||||||
Loans Payable [Line Items] | |||||||||||||
Original balance under agreement | $ 151,259 | ||||||||||||
Keith Hayter [Member] | |||||||||||||
Loans Payable [Line Items] | |||||||||||||
Company owed pursuant agreement | 0 | ||||||||||||
Jeffrey Gardner [Member] | |||||||||||||
Loans Payable [Line Items] | |||||||||||||
Owed value | $ 0 | ||||||||||||
J.J. Astor & Co [Member] | |||||||||||||
Loans Payable [Line Items] | |||||||||||||
Purchase price | $ 2,700,000 | $ 4,060,000 | $ 5,500,000 | ||||||||||
Principal and interest | $ 3,510,000 | ||||||||||||
Exercise price (in Dollars per share) | $ 0.056 | $ 0.05 | $ 0.04 | ||||||||||
Agreements loans | $ 87,750 | ||||||||||||
InterCloud Systems, Inc [Member] | |||||||||||||
Loans Payable [Line Items] | |||||||||||||
Principal amount | $ 500,000 | ||||||||||||
Financing Agreement [Member] | Cedar Advance LLC [Member] | |||||||||||||
Loans Payable [Line Items] | |||||||||||||
Matured date | Jun. 01, 2025 | ||||||||||||
Financing Agreement [Member] | Cedar Advance LLC One [Member] | |||||||||||||
Loans Payable [Line Items] | |||||||||||||
Matured date | Dec. 01, 2025 | ||||||||||||
Financing Agreement [Member] | Pawn Funding One [Member] | |||||||||||||
Loans Payable [Line Items] | |||||||||||||
Matured date | Jul. 01, 2025 | ||||||||||||
Financing Agreement [Member] | Loan with Pawn Funding [Member] | |||||||||||||
Loans Payable [Line Items] | |||||||||||||
Matured date | Jun. 01, 2025 | ||||||||||||
Financing Agreement [Member] | Arin Funding LLC One [Member] | |||||||||||||
Loans Payable [Line Items] | |||||||||||||
Matured date | Jan. 23, 2024 | ||||||||||||
Financing Agreement [Member] | Arin Funding LLC [Member] | |||||||||||||
Loans Payable [Line Items] | |||||||||||||
Matured date | Jan. 12, 2024 | ||||||||||||
Cedar Advance LLC [Member] | |||||||||||||
Loans Payable [Line Items] | |||||||||||||
Aggregate principal amount | $ 284,605 | ||||||||||||
Principal and interest | 375,000 | ||||||||||||
Monthly payments | 31,250 | ||||||||||||
Slate Advance LLC [Member] | |||||||||||||
Loans Payable [Line Items] | |||||||||||||
Aggregate principal amount | 261,154 | ||||||||||||
Principal and interest | 343,000 | ||||||||||||
Monthly payments | 16,278 | ||||||||||||
Cash payments | 50,000 | ||||||||||||
Loan with Pawn Funding [Member] | |||||||||||||
Loans Payable [Line Items] | |||||||||||||
Aggregate principal amount | 232,120 | ||||||||||||
Principal and interest | 375,000 | ||||||||||||
Monthly payments | 31,250 | ||||||||||||
Meged Funding Group [Member] | |||||||||||||
Loans Payable [Line Items] | |||||||||||||
Aggregate principal amount | 251,471 | ||||||||||||
Monthly payments | 40,000 | ||||||||||||
Senior Loan Agreement [Member] | |||||||||||||
Loans Payable [Line Items] | |||||||||||||
Aggregate principal amount | 338,000 | ||||||||||||
Senior Loan Agreement [Member] | J.J. Astor & Co [Member] | |||||||||||||
Loans Payable [Line Items] | |||||||||||||
Aggregate principal amount | 813,389 | ||||||||||||
Loan One [Member] | |||||||||||||
Loans Payable [Line Items] | |||||||||||||
Company received cash | 144,000 | ||||||||||||
Agreements loans | 5,625 | ||||||||||||
Loan Two [Member] | |||||||||||||
Loans Payable [Line Items] | |||||||||||||
Company received cash | 208,320 | ||||||||||||
Agreements loans | 8,348 | ||||||||||||
Loan Three [Member] | |||||||||||||
Loans Payable [Line Items] | |||||||||||||
Company received cash | 180,907 | ||||||||||||
Agreements loans | $ 6,851 | ||||||||||||
Minimum [Member] | High Wire [Member] | |||||||||||||
Loans Payable [Line Items] | |||||||||||||
Interest rate | 0% | ||||||||||||
Maximum [Member] | High Wire [Member] | |||||||||||||
Loans Payable [Line Items] | |||||||||||||
Interest rate | 144.30% |
Loans Payable (Details) - Sched
Loans Payable (Details) - Schedule of Loans Payable - Nonrelated Party [Member] - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Schedule of Loans Payable [Line Items] | ||
Loans payable | $ 1,528,416 | $ 2,995,803 |
Less: Current portion of loans payable | (1,432,666) | (2,995,803) |
Loans payable, net of current portion | 95,750 | |
Cedar Advance LLC [Member] | ||
Schedule of Loans Payable [Line Items] | ||
Loans payable | 286,839 | 623,118 |
Pawn Funding [Member] | ||
Schedule of Loans Payable [Line Items] | ||
Loans payable | 356,540 | 692,885 |
Slate Advance LLC [Member] | ||
Schedule of Loans Payable [Line Items] | ||
Loans payable | 246,737 | 630,092 |
Meged Funding Group [Member] | ||
Schedule of Loans Payable [Line Items] | ||
Loans payable | 420,900 | 700,059 |
InterCloud Systems, Inc. [Member] | ||
Schedule of Loans Payable [Line Items] | ||
Loans payable | 217,400 | 217,400 |
Arin Funding LLC [Member] | ||
Schedule of Loans Payable [Line Items] | ||
Loans payable | 47,741 | |
Arin Funding LLC One [Member] | ||
Schedule of Loans Payable [Line Items] | ||
Loans payable | $ 84,508 |
Loans Payable (Details) - Sch_2
Loans Payable (Details) - Schedule of Loans Payable (Parentheticals) - Nonrelated Party [Member] - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Cedar Advance LLC [Member] | ||
Schedule of Loans Payable [Line Items] | ||
Interest bearing, maturity date | Jun. 01, 2025 | Jun. 01, 2025 |
Interest rate | $ 18,949 | $ 23,040 |
Pawn Funding [Member] | ||
Schedule of Loans Payable [Line Items] | ||
Interest bearing, maturity date | Jun. 01, 2025 | Jun. 01, 2025 |
Interest rate | $ 14,215 | $ 18,240 |
Slate Advance LLC [Member] | ||
Schedule of Loans Payable [Line Items] | ||
Interest bearing, maturity date | Dec. 01, 2025 | Dec. 01, 2025 |
Interest rate | $ 22,052 | $ 26,786 |
Meged Funding Group [Member] | ||
Schedule of Loans Payable [Line Items] | ||
Interest bearing, maturity date | Jul. 01, 2025 | Jul. 01, 2025 |
Interest rate | $ 21,800 | $ 24,986 |
Arin Funding LLC [Member] | ||
Schedule of Loans Payable [Line Items] | ||
Interest bearing, maturity date | Jan. 12, 2024 | Jan. 12, 2024 |
Interest rate | $ 1,000 | $ 1,000 |
Arin Funding LLC One [Member] | ||
Schedule of Loans Payable [Line Items] | ||
Interest bearing, maturity date | Jan. 23, 2024 | Jan. 23, 2024 |
Interest rate | $ 2,500 | $ 2,500 |
Convertible Debentures (Details
Convertible Debentures (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||
Jan. 24, 2024 | Jan. 11, 2024 | Dec. 31, 2023 | Dec. 11, 2023 | Dec. 07, 2023 | Sep. 30, 2023 | Sep. 25, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Sep. 15, 2021 | Jun. 15, 2021 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Jan. 01, 2024 | |
Convertible Debentures [Line Items] | |||||||||||||||||||
Percentage of cash compensation | 7% | 7% | |||||||||||||||||
Percentage of warrant compensation | 7% | 7% | |||||||||||||||||
Cash received | $ 5,075 | $ 5,075 | |||||||||||||||||
Loss on settlement of debt | $ 219,330 | $ 219,330 | |||||||||||||||||
Warrants liabilities | 402,807 | 402,807 | |||||||||||||||||
Issuance of debt and warrants | 353,484 | ||||||||||||||||||
Investor [Member] | |||||||||||||||||||
Convertible Debentures [Line Items] | |||||||||||||||||||
Shares of common stock (in Shares) | 4,780,000 | ||||||||||||||||||
Kings Wharf Opportunities Fund [Member] | |||||||||||||||||||
Convertible Debentures [Line Items] | |||||||||||||||||||
Loss on settlement of debt | $ 109,462 | $ 109,462 | |||||||||||||||||
Mast Hill Fund, L.P [Member] | |||||||||||||||||||
Convertible Debentures [Line Items] | |||||||||||||||||||
Fair value of debt | $ 80,713 | ||||||||||||||||||
Debt discount | $ 80,713 | ||||||||||||||||||
Warrant [Member] | |||||||||||||||||||
Convertible Debentures [Line Items] | |||||||||||||||||||
Purchase of warrants (in Shares) | 854,000 | 854,000 | |||||||||||||||||
Exercise price per share (in Dollars per share) | $ 0.15 | $ 0.15 | |||||||||||||||||
Warrant term | 5 years | 5 years | |||||||||||||||||
Warrants of shares (in Shares) | 12,200,000 | 12,200,000 | |||||||||||||||||
Warrants liabilities | $ 317,211 | $ 317,211 | |||||||||||||||||
Warrant [Member] | Investor [Member] | |||||||||||||||||||
Convertible Debentures [Line Items] | |||||||||||||||||||
Purchase of warrants (in Shares) | 1,000,000 | ||||||||||||||||||
Warrant [Member] | Herald Investment Management Limited [Member] | |||||||||||||||||||
Convertible Debentures [Line Items] | |||||||||||||||||||
Fair value of debt | $ 318,523 | $ 318,523 | |||||||||||||||||
Purchase of warrants (in Shares) | 7,000,000 | 7,000,000 | |||||||||||||||||
Exercise price per share (in Dollars per share) | $ 0.15 | $ 0.15 | |||||||||||||||||
Warrant expire date | Sep. 25, 2028 | Sep. 25, 2028 | |||||||||||||||||
Warrant [Member] | Kings Wharf Opportunities Fund [Member] | |||||||||||||||||||
Convertible Debentures [Line Items] | |||||||||||||||||||
Fair value of debt | $ 204,765 | $ 204,765 | |||||||||||||||||
Purchase of warrants (in Shares) | 4,500,000 | 4,500,000 | |||||||||||||||||
Exercise price per share (in Dollars per share) | $ 0.15 | $ 0.15 | |||||||||||||||||
Debt discount | $ 204,765 | $ 204,765 | |||||||||||||||||
Warrant expire date | Sep. 25, 2028 | Sep. 25, 2028 | |||||||||||||||||
Warrant [Member] | FirstFire Global Opportunities Fund, LLC [Member] | |||||||||||||||||||
Convertible Debentures [Line Items] | |||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||
Warrants of shares (in Shares) | 533,333 | ||||||||||||||||||
Warrant [Member] | Mast Hill Fund, L.P [Member] | |||||||||||||||||||
Convertible Debentures [Line Items] | |||||||||||||||||||
Warrant term | 5 years | 5 years | 5 years | ||||||||||||||||
Initial fair value of warrants | 609,116 | ||||||||||||||||||
Additional debt discount | 319,287 | ||||||||||||||||||
Warrant expense | 332,819 | ||||||||||||||||||
Issuance of debt and warrants | $ 80,703 | ||||||||||||||||||
First Warrants [Member] | Investor [Member] | |||||||||||||||||||
Convertible Debentures [Line Items] | |||||||||||||||||||
Purchase of warrants (in Shares) | 5,400,000 | ||||||||||||||||||
Warrant term | 5 years | 5 years | |||||||||||||||||
Warrants of shares (in Shares) | 2,439,999 | 2,439,999 | |||||||||||||||||
Common stock initial price (in Dollars per share) | $ 0.125 | ||||||||||||||||||
First Warrants [Member] | FirstFire Global Opportunities Fund, LLC [Member] | |||||||||||||||||||
Convertible Debentures [Line Items] | |||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 0.125 | ||||||||||||||||||
First Warrants [Member] | Mast Hill Fund, L.P [Member] | |||||||||||||||||||
Convertible Debentures [Line Items] | |||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 0.125 | $ 0.125 | $ 0.125 | ||||||||||||||||
Warrants of shares (in Shares) | 840,000 | 1,066,666 | 1,066,666 | ||||||||||||||||
Second Warrants [Member] | Investor [Member] | |||||||||||||||||||
Convertible Debentures [Line Items] | |||||||||||||||||||
Purchase of warrants (in Shares) | 37,500,000 | ||||||||||||||||||
Warrant term | 5 years | 5 years | |||||||||||||||||
Warrants of shares (in Shares) | 16,944,443 | 16,944,443 | |||||||||||||||||
Common stock initial price (in Dollars per share) | $ 0.001 | ||||||||||||||||||
Second Warrants [Member] | FirstFire Global Opportunities Fund, LLC [Member] | |||||||||||||||||||
Convertible Debentures [Line Items] | |||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 0.001 | ||||||||||||||||||
Warrants of shares (in Shares) | 3,703,703 | ||||||||||||||||||
Second Warrants [Member] | Mast Hill Fund, L.P [Member] | |||||||||||||||||||
Convertible Debentures [Line Items] | |||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||
Warrants of shares (in Shares) | 5,833,333 | 7,407,407 | 7,407,407 | ||||||||||||||||
Convertible Debentures [Member] | |||||||||||||||||||
Convertible Debentures [Line Items] | |||||||||||||||||||
Aggregate commitment shares (in Shares) | 743,555 | ||||||||||||||||||
Convertible Debentures [Member] | Mast Hill Fund, L.P [Member] | |||||||||||||||||||
Convertible Debentures [Line Items] | |||||||||||||||||||
Debt instrument, interest rate | 12% | 12% | |||||||||||||||||
Principal amount | $ 350,000 | ||||||||||||||||||
Maturity date | Jan. 11, 2025 | ||||||||||||||||||
Conversion price per share (in Dollars per share) | $ 0.1 | ||||||||||||||||||
Interest rate increased | 12% | ||||||||||||||||||
Remaining principal balance | $ 350,000 | ||||||||||||||||||
Accrued interest | 25,434 | ||||||||||||||||||
Debt payment | 0 | ||||||||||||||||||
Cash received | $ 281,150 | ||||||||||||||||||
Loss on settlement of debt | $ 145,360 | 145,360 | |||||||||||||||||
Aggregate commitment shares (in Shares) | 743,555 | ||||||||||||||||||
Legal fees | $ 33,850 | ||||||||||||||||||
Original issue discount | 35,000 | ||||||||||||||||||
Initial fair value of warrants | 439,600 | ||||||||||||||||||
Additional debt discount | 182,782 | ||||||||||||||||||
Warrant expense | 256,818 | ||||||||||||||||||
Fair value of shares | $ 56,286 | ||||||||||||||||||
Issuance of debt and warrants | $ 56,279 | ||||||||||||||||||
Convertible Promissory Note [Member] | |||||||||||||||||||
Convertible Debentures [Line Items] | |||||||||||||||||||
Debt instrument, interest rate | 18% | 18% | |||||||||||||||||
Conversion price per share (in Dollars per share) | $ 0.06 | ||||||||||||||||||
Debt instrument, interest rate percentage | 18% | ||||||||||||||||||
Commitment shares (in Shares) | 472,098 | ||||||||||||||||||
Warrants liabilities | $ 201,404 | $ 201,404 | |||||||||||||||||
Convertible Promissory Note [Member] | Jeffrey Gardner [Member] | |||||||||||||||||||
Convertible Debentures [Line Items] | |||||||||||||||||||
Interest rate | 6% | 6% | |||||||||||||||||
Debt instrument, interest rate | 18% | 18% | |||||||||||||||||
Principal amount | $ 125,000 | ||||||||||||||||||
Maturity date | Sep. 15, 2021 | ||||||||||||||||||
Conversion price per share (in Dollars per share) | $ 0.075 | $ 0.075 | |||||||||||||||||
Interest rate increased | 18% | ||||||||||||||||||
Remaining principal balance | $ 125,000 | ||||||||||||||||||
Accrued interest | 84,982 | ||||||||||||||||||
Debt payment | $ 0 | ||||||||||||||||||
Convertible Promissory Note [Member] | James Marsh [Member] | |||||||||||||||||||
Convertible Debentures [Line Items] | |||||||||||||||||||
Interest rate | 6% | 6% | |||||||||||||||||
Debt instrument, interest rate | 18% | 18% | |||||||||||||||||
Principal amount | $ 125,000 | ||||||||||||||||||
Maturity date | Sep. 15, 2021 | ||||||||||||||||||
Conversion price per share (in Dollars per share) | $ 0.075 | $ 0.075 | |||||||||||||||||
Interest rate increased | 18% | ||||||||||||||||||
Remaining principal balance | $ 125,000 | ||||||||||||||||||
Accrued interest | 84,982 | ||||||||||||||||||
Debt payment | $ 0 | ||||||||||||||||||
Convertible Promissory Note [Member] | Roger Ponder [Member] | |||||||||||||||||||
Convertible Debentures [Line Items] | |||||||||||||||||||
Interest rate | 10% | ||||||||||||||||||
Debt instrument, interest rate | 10% | 10% | |||||||||||||||||
Principal amount | $ 23,894 | ||||||||||||||||||
Maturity date | Mar. 31, 2024 | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Aug. 31, 2022 | Aug. 31, 2022 | |||||||||||
Conversion price per share (in Dollars per share) | $ 0.06 | ||||||||||||||||||
Remaining principal balance | $ 23,894 | ||||||||||||||||||
Accrued interest | 11,248 | ||||||||||||||||||
Debt payment | $ 0 | ||||||||||||||||||
Note issuance date | Aug. 31, 2020 | ||||||||||||||||||
Conversion premium | $ 58,349 | ||||||||||||||||||
Fair value of debt | $ 19,000 | ||||||||||||||||||
Convertible Promissory Note [Member] | Herald Investment Management Limited [Member] | |||||||||||||||||||
Convertible Debentures [Line Items] | |||||||||||||||||||
Interest rate | 18% | ||||||||||||||||||
Debt instrument, interest rate | 18% | 18% | |||||||||||||||||
Principal amount | $ 700,000 | $ 700,000 | $ 700,000 | ||||||||||||||||
Maturity date | Mar. 25, 2025 | Mar. 25, 2025 | |||||||||||||||||
Conversion price per share (in Dollars per share) | $ 0.1 | ||||||||||||||||||
Cash received | $ 669,687 | ||||||||||||||||||
Debt discount | $ 30,313 | $ 159,659 | $ 159,659 | ||||||||||||||||
Convertible Promissory Note [Member] | Kings Wharf Opportunities Fund [Member] | |||||||||||||||||||
Convertible Debentures [Line Items] | |||||||||||||||||||
Interest rate | 18% | ||||||||||||||||||
Debt instrument, interest rate | 18% | 18% | |||||||||||||||||
Principal amount | $ 450,000 | ||||||||||||||||||
Maturity date | Mar. 25, 2025 | Mar. 25, 2025 | |||||||||||||||||
Conversion price per share (in Dollars per share) | $ 0.1 | ||||||||||||||||||
Remaining principal balance | $ 450,000 | ||||||||||||||||||
Accrued interest | 1,110 | ||||||||||||||||||
Debt payment | $ 0 | ||||||||||||||||||
Cash received | $ 430,513 | ||||||||||||||||||
Debt discount | $ 19,487 | ||||||||||||||||||
Convertible Promissory Note [Member] | Mark Porter [Member] | |||||||||||||||||||
Convertible Debentures [Line Items] | |||||||||||||||||||
Debt instrument, interest rate | 18% | 18% | |||||||||||||||||
Maturity date | Mar. 25, 2025 | ||||||||||||||||||
Convertible Promissory Note [Member] | FirstFire Global Opportunities Fund, LLC [Member] | |||||||||||||||||||
Convertible Debentures [Line Items] | |||||||||||||||||||
Debt instrument, interest rate | 12% | 12% | |||||||||||||||||
Principal amount | $ 33,333 | ||||||||||||||||||
Maturity date | Dec. 11, 2024 | ||||||||||||||||||
Conversion price per share (in Dollars per share) | $ 0.1 | ||||||||||||||||||
Interest rate increased | 12% | ||||||||||||||||||
Remaining principal balance | $ 255,555 | ||||||||||||||||||
Accrued interest | 21,350 | ||||||||||||||||||
Debt payment | 0 | ||||||||||||||||||
Fair value of debt | $ 38,540 | ||||||||||||||||||
Cash received | 178,500 | ||||||||||||||||||
Debt discount | 38,540 | ||||||||||||||||||
Loss on settlement of debt | $ 69,042 | 69,042 | |||||||||||||||||
Legal fees | 21,500 | ||||||||||||||||||
Original issue discount | $ 22,222 | ||||||||||||||||||
Commitment shares (in Shares) | 472,098 | ||||||||||||||||||
Initial fair value of warrants | 291,964 | ||||||||||||||||||
Additional debt discount | 161,460 | ||||||||||||||||||
Warrant expense | $ 151,999 | ||||||||||||||||||
Issuance of debt and warrants | $ 38,535 | ||||||||||||||||||
Principle balance | $ 222,222 | ||||||||||||||||||
Convertible Promissory Note [Member] | Mast Hill Fund, L.P [Member] | |||||||||||||||||||
Convertible Debentures [Line Items] | |||||||||||||||||||
Interest rate | 12% | ||||||||||||||||||
Debt instrument, interest rate | 12% | 12% | |||||||||||||||||
Principal amount | $ 444,445 | $ 66,667 | |||||||||||||||||
Maturity date | Dec. 07, 2024 | ||||||||||||||||||
Conversion price per share (in Dollars per share) | $ 0.1 | ||||||||||||||||||
Remaining principal balance | $ 511,111 | ||||||||||||||||||
Accrued interest | 38,831 | ||||||||||||||||||
Debt payment | 0 | ||||||||||||||||||
Cash received | $ 357,000 | ||||||||||||||||||
Loss on settlement of debt | $ 136,267 | $ 136,267 | |||||||||||||||||
Legal fees | 43,000 | ||||||||||||||||||
Original issue discount | $ 44,445 | ||||||||||||||||||
Commitment shares (in Shares) | 944,197 | 944,197 | |||||||||||||||||
Convertible Promissory Note [Member] | 1800 Diagonal Lending LLC [Member] | |||||||||||||||||||
Convertible Debentures [Line Items] | |||||||||||||||||||
Debt instrument, interest rate | 12% | 12% | |||||||||||||||||
Principal amount | $ 178,250 | $ 99,407 | $ 99,407 | ||||||||||||||||
Cash received | 150,000 | ||||||||||||||||||
Debt discount | $ 5,264 | 5,264 | |||||||||||||||||
Legal fees | 5,000 | ||||||||||||||||||
Original issue discount | $ 23,250 | $ 78,843 | |||||||||||||||||
Percentage of one time interest charge | 12% | ||||||||||||||||||
Charge amount | $ 21,390 | ||||||||||||||||||
Closing price (in Dollars per share) | $ 0.07 | ||||||||||||||||||
Senior Secured Convertible Promissory Notes [Member] | Investor [Member] | |||||||||||||||||||
Convertible Debentures [Line Items] | |||||||||||||||||||
Debt instrument, interest rate | 18% | ||||||||||||||||||
Principal amount | $ 5,000,000 | ||||||||||||||||||
Securities Purchase Agreement – September 2023 [Member] | |||||||||||||||||||
Convertible Debentures [Line Items] | |||||||||||||||||||
Conversion price per share (in Dollars per share) | $ 0.1 | $ 0.1 | |||||||||||||||||
Debt instrument, interest rate percentage | 18% | ||||||||||||||||||
Debt Instrument description | The Company may prepay all, but not less than all, of the then outstanding principal amount of the Notes by paying to the Investor an amount equal to the product of (i) the sum of (a) the outstanding principal amount of the Notes, plus (b) accrued and unpaid interest hereon, plus (c) all other amounts, costs, expenses and liquidated damages due in respect of the Notes, multiplied by (ii) (x) 1.18 if the Company prepays the Notes during the first month following the original issue date and (y) if the Company prepays thereafter, 1.18 minus 0.01 for every month following the closing until the Maturity Date. The Notes contain a number of customary events of default. | ||||||||||||||||||
Debt instrument issued principal | $ 1,220,000 | ||||||||||||||||||
Securities Purchase Agreement – September 2023 [Member] | Investor [Member] | |||||||||||||||||||
Convertible Debentures [Line Items] | |||||||||||||||||||
Principal amount | $ 100,000 | ||||||||||||||||||
Securities Purchase Agreement – December 2023 [Member] | Investor [Member] | |||||||||||||||||||
Convertible Debentures [Line Items] | |||||||||||||||||||
Debt instrument, interest rate | 12% | ||||||||||||||||||
Principal amount | $ 2,250,000 | ||||||||||||||||||
Debt instrument issued principal | $ 1,016,667 | ||||||||||||||||||
Convertible note term | 1 year | ||||||||||||||||||
Aggregate commitment shares (in Shares) | 2,159,850 | 2,159,850 | |||||||||||||||||
Securities Purchase Agreement – December 2023 [Member] | First Warrants [Member] | |||||||||||||||||||
Convertible Debentures [Line Items] | |||||||||||||||||||
Warrants issued (in Shares) | 321,990 | ||||||||||||||||||
Secured Debt [Member] | Convertible Promissory Note [Member] | Herald Investment Management Limited [Member] | |||||||||||||||||||
Convertible Debentures [Line Items] | |||||||||||||||||||
Debt discount | $ 318,523 | $ 318,523 | |||||||||||||||||
Secured Debt [Member] | Convertible Promissory Note [Member] | Kings Wharf Opportunities Fund [Member] | |||||||||||||||||||
Convertible Debentures [Line Items] | |||||||||||||||||||
Debt instrument, interest rate | 18% | 18% | |||||||||||||||||
Maturity date | Mar. 25, 2025 | ||||||||||||||||||
Unsecured Debt [Member] | Convertible Promissory Note [Member] | |||||||||||||||||||
Convertible Debentures [Line Items] | |||||||||||||||||||
Debt instrument, interest rate | 12% | 12% | |||||||||||||||||
Maturity date | Dec. 07, 2024 | ||||||||||||||||||
Unsecured Debt [Member] | Convertible Promissory Note [Member] | FirstFire Global Opportunities Fund, LLC [Member] | |||||||||||||||||||
Convertible Debentures [Line Items] | |||||||||||||||||||
Debt instrument, interest rate | 12% | 12% | |||||||||||||||||
Maturity date | Dec. 11, 2024 | ||||||||||||||||||
Unsecured Debt [Member] | Convertible Promissory Note [Member] | Mast Hill Fund, L.P [Member] | |||||||||||||||||||
Convertible Debentures [Line Items] | |||||||||||||||||||
Debt instrument, interest rate | 12% | 12% | |||||||||||||||||
Maturity date | Jan. 11, 2025 | ||||||||||||||||||
Minimum [Member] | Convertible Debentures [Member] | |||||||||||||||||||
Convertible Debentures [Line Items] | |||||||||||||||||||
Interest rate | 41.60% | 41.60% | |||||||||||||||||
Maximum [Member] | Convertible Debentures [Member] | |||||||||||||||||||
Convertible Debentures [Line Items] | |||||||||||||||||||
Interest rate | 51.20% | 51.20% |
Convertible Debentures (Detai_2
Convertible Debentures (Details) - Schedule of Convertible Debentures - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Schedule of Convertible Debentures [Line Items] | ||
Convertible promissory note | $ 634,484 | $ 1,011,166 |
Less: Current portion of convertible debentures, net of debt discount/premium | (634,484) | (326,005) |
Convertible debentures, net of current portion, net of debt discount | 685,161 | |
Herald Investment Management Limited [Member] | ||
Schedule of Convertible Debentures [Line Items] | ||
Convertible promissory note | 540,341 | 417,055 |
1800 Diagonal Lending LLC [Member] | ||
Schedule of Convertible Debentures [Line Items] | ||
Convertible promissory note | 94,143 | |
Jeffrey Gardner [Member] | ||
Schedule of Convertible Debentures [Line Items] | ||
Convertible promissory note | 125,000 | |
James Marsh [Member] | ||
Schedule of Convertible Debentures [Line Items] | ||
Convertible promissory note | 125,000 | |
Roger Ponder [Member] | ||
Schedule of Convertible Debentures [Line Items] | ||
Convertible promissory note | 23,894 | |
Kings Wharf Opportunities Fund, LP [Member] | ||
Schedule of Convertible Debentures [Line Items] | ||
Convertible promissory note | 268,106 | |
Mast Hill Fund, L.P. [Member] | ||
Schedule of Convertible Debentures [Line Items] | ||
Convertible promissory note | 36,555 | |
FirstFire Global Opportunities Fund, LLC [Member] | ||
Schedule of Convertible Debentures [Line Items] | ||
Convertible promissory note | 15,556 | |
Mast Hill Fund, L.P. [Member] | ||
Schedule of Convertible Debentures [Line Items] | ||
Convertible promissory note |
Convertible Debentures (Detai_3
Convertible Debentures (Details) - Schedule of Convertible Debentures (Parentheticals) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
Herald Investment Management Limited [Member] | ||
Schedule of Convertible Debentures [Line Items] | ||
Debt instrument, interest rate | 18% | |
Debt instrument maturity date | Mar. 25, 2025 | |
Debt instrument debt discount | $ 159,659 | $ 282,945 |
1800 Diagonal Lending LLC [Member] | ||
Schedule of Convertible Debentures [Line Items] | ||
Debt instrument, interest rate | 12% | |
Debt instrument maturity date | Nov. 15, 2024 | |
Debt instrument debt discount | $ 5,264 | |
Jeffrey Gardner [Member] | ||
Schedule of Convertible Debentures [Line Items] | ||
Debt instrument, interest rate | 18% | |
Debt instrument maturity date | Sep. 15, 2021 | |
James Marsh [Member] | ||
Schedule of Convertible Debentures [Line Items] | ||
Debt instrument, interest rate | 18% | |
Debt instrument maturity date | Sep. 15, 2021 | |
Roger Ponder [Member] | ||
Schedule of Convertible Debentures [Line Items] | ||
Debt instrument, interest rate | 10% | |
Debt instrument maturity date | Mar. 31, 2024 | |
Kings Wharf Opportunities Fund, LP [Member] | ||
Schedule of Convertible Debentures [Line Items] | ||
Debt instrument, interest rate | 18% | |
Debt instrument maturity date | Mar. 25, 2025 | |
Debt instrument debt discount | $ 142,266 | 181,894 |
Mast Hill Fund, L.P. [Member] | ||
Schedule of Convertible Debentures [Line Items] | ||
Debt instrument, interest rate | 12% | |
Debt instrument maturity date | Dec. 07, 2024 | |
Debt instrument debt discount | $ 272,148 | 407,890 |
FirstFire Global Opportunities Fund, LLC [Member] | ||
Schedule of Convertible Debentures [Line Items] | ||
Debt instrument, interest rate | 12% | |
Debt instrument maturity date | Dec. 11, 2024 | |
Debt instrument debt discount | $ 137,889 | $ 206,666 |
Mast Hill Fund, L.P. [Member] | ||
Schedule of Convertible Debentures [Line Items] | ||
Debt instrument, interest rate | 12% | |
Debt instrument maturity date | Jan. 11, 2025 | |
Debt instrument debt discount | $ 254,085 |
Factor Financing (Details)
Factor Financing (Details) - USD ($) | 6 Months Ended | ||
Feb. 22, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | |
Factor Financing [Line Items] | |||
Face value percentage | 90% | ||
Borrowings | $ 9,000,000 | $ 4,000,000 | |
Prime rate | 9.25% | ||
Factoring fees | $ 257,578 | ||
Aggregate received amount | 6,673,090 | ||
Repaid of aggregate amount | 8,034,746 | ||
Factor financing amount | $ 1,361,656 | ||
HWN [Member] | |||
Factor Financing [Line Items] | |||
Factoring fee percentage | 0.45% | ||
Prime rate | 1.75% | ||
SVC [Member] | |||
Factor Financing [Line Items] | |||
Factoring fee percentage | 0.25% |
Warrant Liabilities (Details)
Warrant Liabilities (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2024 | Jun. 30, 2024 | |
Warrant Liabilities [Abstract] | ||
Warrant liabilities | $ 921,422 | $ 921,422 |
Warrant Liabilities (Details) -
Warrant Liabilities (Details) - Schedule of Changes in the Fair Value of the Company's Level 3 Warrant Liabilities - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Warrant Liabilities [Abstract] | ||||
Balance at the beginning of the period | $ 833,615 | |||
Issuance of warrants | 439,600 | |||
Change in fair value of warrant liabilities | $ 12,200 | (229,793) | ||
Return of warrants | (921,422) | |||
Balance at the end of the period | $ 122,000 | $ 122,000 |
Warrant Liabilities (Details)_2
Warrant Liabilities (Details) - Schedule of Significant Change in the Fair Value Measurement | Jun. 30, 2024 | Dec. 31, 2023 |
Expected volatility [Member] | ||
Schedule of Significant Change in the Fair Value Measurement [Line Items] | ||
Warrants and rights outstanding, measurement input | 195 | |
Expected volatility [Member] | Minimum [Member] | ||
Schedule of Significant Change in the Fair Value Measurement [Line Items] | ||
Warrants and rights outstanding, measurement input | 221 | |
Expected volatility [Member] | Maximum [Member] | ||
Schedule of Significant Change in the Fair Value Measurement [Line Items] | ||
Warrants and rights outstanding, measurement input | 222 | |
Risk-free interest rate [Member] | ||
Schedule of Significant Change in the Fair Value Measurement [Line Items] | ||
Warrants and rights outstanding, measurement input | 4.33 | |
Risk-free interest rate [Member] | Minimum [Member] | ||
Schedule of Significant Change in the Fair Value Measurement [Line Items] | ||
Warrants and rights outstanding, measurement input | 4.11 | |
Risk-free interest rate [Member] | Maximum [Member] | ||
Schedule of Significant Change in the Fair Value Measurement [Line Items] | ||
Warrants and rights outstanding, measurement input | 4.25 | |
Expected Dividend Yield [Member] | ||
Schedule of Significant Change in the Fair Value Measurement [Line Items] | ||
Warrants and rights outstanding, measurement input | 0 | 0 |
Expected Life [Member] | Minimum [Member] | ||
Schedule of Significant Change in the Fair Value Measurement [Line Items] | ||
Warrants and rights outstanding, measurement input | 4.44 | 4.94 |
Expected Life [Member] | Maximum [Member] | ||
Schedule of Significant Change in the Fair Value Measurement [Line Items] | ||
Warrants and rights outstanding, measurement input | 4.53 | 4.95 |
Common Stock (Details)
Common Stock (Details) - Common Stock [Member] | Jun. 30, 2024 $ / shares shares |
Common Stock [Line Items] | |
Common stock authorized Shares | shares | 1,000,000,000 |
Common stock, par value | $ / shares | $ 0.00001 |
Preferred Stock (Details)
Preferred Stock (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2024 | Dec. 31, 2021 | Dec. 31, 2023 | Dec. 29, 2021 | Dec. 20, 2021 | Jun. 15, 2021 | Jun. 14, 2021 | Apr. 16, 2018 | |
Preferred Stock [Line Items] | ||||||||
Preferred stock, stated value per share | $ 3,500 | |||||||
Deemed dividend (in Dollars) | $ 5,852,000 | |||||||
Common stock, par value | $ 0.00001 | $ 0.00001 | ||||||
Series B Preferred Stock [Member] | ||||||||
Preferred Stock [Line Items] | ||||||||
Preferred stock, shares authorized (in Shares) | 1,000 | |||||||
Preferred stock, stated value per share | $ 3,500 | |||||||
Preferred stock, liquidation preference per share | $ 3,500 | |||||||
Voting power percentage | 51% | |||||||
Series D Preferred Stock [Member] | ||||||||
Preferred Stock [Line Items] | ||||||||
Preferred stock, shares authorized (in Shares) | 1,590 | 1,590 | 1,590 | |||||
Preferred stock, stated value per share | $ 10,000 | $ 10,000 | $ 10,000 | |||||
Preferred stock, liquidation preference per share | $ 10,000 | |||||||
Shares outstanding percentage | 51% | |||||||
Carrying value of preferred stock (in Dollars) | $ 7,745,643 | $ 7,745,643 | ||||||
Series E Preferred Stock [Member] | ||||||||
Preferred Stock [Line Items] | ||||||||
Preferred stock, shares authorized (in Shares) | 650 | 650 | 650 | |||||
Preferred stock, stated value per share | $ 10,000 | $ 10,000 | $ 10,000 | |||||
Preferred stock, liquidation preference per share | $ 10,000 | |||||||
Shares outstanding percentage | 51% | |||||||
Carrying value of preferred stock (in Dollars) | $ 4,869,434 | $ 4,869,434 | ||||||
Common Stock [Member] | ||||||||
Preferred Stock [Line Items] | ||||||||
Common stock, par value | $ 0.00001 | |||||||
Common stock closing price | $ 0.23075 | $ 0.225 |
Share Purchase Warrants and S_3
Share Purchase Warrants and Stock Options (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
Share Purchase Warrants and Stock Options [Line Items] | ||
Fair value of warrants | $ 122,000 | $ 833,615 |
Weighted-average remaining life stock options | 4 years 3 months 18 days | |
Stock-based compensation expense | $ 248,547 | |
Warrant [Member] | ||
Share Purchase Warrants and Stock Options [Line Items] | ||
Weighted-average remaining life | 2 years 8 months 12 days |
Share Purchase Warrants and S_4
Share Purchase Warrants and Stock Options (Details) - Schedule of Share Purchase Warrants - Warrant [Member] | 6 Months Ended |
Jun. 30, 2024 USD ($) $ / shares shares | |
Schedule of Share Purchase Warrants [Abstract] | |
Number of warrants, Outstanding Balance | shares | 39,076,249 |
Weighted average exercise price, Outstanding Balance | $ / shares | $ 0.09 |
Intrinsic value, Outstanding Balance | $ | $ 738,889 |
Number of warrants, Granted | shares | 19,479,182 |
Weighted average exercise price, Granted | $ / shares | $ 0.04 |
Intrinsic value, Granted | $ | $ 409,237 |
Number of warrants, Exercised | shares | |
Weighted average exercise price, Exercised | $ / shares | |
Number of warrants, Expired/forfeited | shares | (16,944,443) |
Weighted average exercise price, Expired/forfeited | $ / shares | $ 0.001 |
Intrinsic value, Expired/forfeited | $ | |
Number of warrants, Outstanding Balance | shares | 41,610,988 |
Weighted average exercise price, Outstanding Balance | $ / shares | $ 0.1 |
Intrinsic value, Outstanding Balance | $ | $ 86,617 |
Number of warrants, Exercisable | shares | 41,610,988 |
Weighted average exercise price, Exercisable | $ / shares | $ 0.1 |
Intrinsic value, Exercisable | $ | $ 86,617 |
Share Purchase Warrants and S_5
Share Purchase Warrants and Stock Options (Details) - Schedule of Share Purchase Warrants Outstanding | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Schedule of Share Purchase Warrants Outstanding [Line Items] | |
Number of warrants | 41,610,988 |
Warrant Expiry Date [Member] | |
Schedule of Share Purchase Warrants Outstanding [Line Items] | |
Number of warrants | 200,000 |
Exercise price | $ / shares | $ 0.25 |
Issuance Date | Dec. 14, 2021 |
Expiry date | Dec. 14, 2024 |
Remaining life | 5 months 15 days |
Warrant Expiry Date One [Member] | |
Schedule of Share Purchase Warrants Outstanding [Line Items] | |
Number of warrants | 400,000 |
Exercise price | $ / shares | $ 0.25 |
Issuance Date | Dec. 14, 2021 |
Expiry date | Dec. 14, 2024 |
Remaining life | 5 months 15 days |
Warrant Expiry Date Two [Member] | |
Schedule of Share Purchase Warrants Outstanding [Line Items] | |
Number of warrants | 12,500,000 |
Exercise price | $ / shares | $ 0.1 |
Issuance Date | Nov. 18, 2022 |
Expiry date | Nov. 18, 2027 |
Remaining life | 3 years 4 months 20 days |
Warrant Expiry Date Three [Member] | |
Schedule of Share Purchase Warrants Outstanding [Line Items] | |
Number of warrants | 7,000,000 |
Exercise price | $ / shares | $ 0.15 |
Issuance Date | Sep. 25, 2023 |
Expiry date | Sep. 25, 2028 |
Remaining life | 4 years 2 months 26 days |
Warrant Expiry Date Four [Member] | |
Schedule of Share Purchase Warrants Outstanding [Line Items] | |
Number of warrants | 4,500,000 |
Exercise price | $ / shares | $ 0.15 |
Issuance Date | Sep. 25, 2023 |
Expiry date | Sep. 25, 2028 |
Remaining life | 4 years 2 months 26 days |
Warrant Expiry Date Five [Member] | |
Schedule of Share Purchase Warrants Outstanding [Line Items] | |
Number of warrants | 700,000 |
Exercise price | $ / shares | $ 0.15 |
Issuance Date | Sep. 25, 2023 |
Expiry date | Sep. 25, 2028 |
Remaining life | 4 years 2 months 26 days |
Warrant Expiry Date Six [Member] | |
Schedule of Share Purchase Warrants Outstanding [Line Items] | |
Number of warrants | 854,000 |
Exercise price | $ / shares | $ 0.15 |
Issuance Date | Sep. 25, 2023 |
Expiry date | Sep. 25, 2028 |
Remaining life | 4 years 2 months 26 days |
Warrant Expiry Date Seven [Member] | |
Schedule of Share Purchase Warrants Outstanding [Line Items] | |
Number of warrants | 1,066,666 |
Exercise price | $ / shares | $ 0.125 |
Issuance Date | Dec. 07, 2023 |
Expiry date | Dec. 07, 2028 |
Remaining life | 4 years 5 months 8 days |
Warrant Expiry Date Eight [Member] | |
Schedule of Share Purchase Warrants Outstanding [Line Items] | |
Number of warrants | 140,760 |
Exercise price | $ / shares | $ 0.125 |
Issuance Date | Dec. 07, 2023 |
Expiry date | Dec. 07, 2028 |
Remaining life | 4 years 5 months 8 days |
Warrant Expiry Date Nine [Member] | |
Schedule of Share Purchase Warrants Outstanding [Line Items] | |
Number of warrants | 533,333 |
Exercise price | $ / shares | $ 0.125 |
Issuance Date | Dec. 11, 2023 |
Expiry date | Dec. 11, 2028 |
Remaining life | 4 years 5 months 12 days |
Warrant Expiry Date Ten [Member] | |
Schedule of Share Purchase Warrants Outstanding [Line Items] | |
Number of warrants | 70,380 |
Exercise price | $ / shares | $ 0.125 |
Issuance Date | Dec. 11, 2023 |
Expiry date | Dec. 11, 2028 |
Remaining life | 4 years 5 months 12 days |
Warrant Expiry Date Eleven [Member] | |
Schedule of Share Purchase Warrants Outstanding [Line Items] | |
Number of warrants | 840,000 |
Exercise price | $ / shares | $ 0.125 |
Issuance Date | Jan. 11, 2024 |
Expiry date | Jan. 11, 2029 |
Remaining life | 4 years 6 months 14 days |
Warrant Expiry Date Twelve [Member] | |
Schedule of Share Purchase Warrants Outstanding [Line Items] | |
Number of warrants | 110,849 |
Exercise price | $ / shares | $ 0.125 |
Issuance Date | Jan. 11, 2024 |
Expiry date | Jan. 11, 2029 |
Remaining life | 4 years 6 months 14 days |
Warrant Expiry Date Thirteen [Member] | |
Schedule of Share Purchase Warrants Outstanding [Line Items] | |
Number of warrants | 2,700,000 |
Exercise price | $ / shares | $ 0.0556 |
Issuance Date | May 09, 2024 |
Expiry date | May 09, 2029 |
Remaining life | 4 years 10 months 9 days |
Warrant Expiry Date Fourteen [Member] | |
Schedule of Share Purchase Warrants Outstanding [Line Items] | |
Number of warrants | 5,500,000 |
Exercise price | $ / shares | $ 0.04 |
Issuance Date | May 16, 2024 |
Expiry date | May 16, 2029 |
Remaining life | 4 years 10 months 17 days |
Warrant Expiry Date Fifteen [Member] | |
Schedule of Share Purchase Warrants Outstanding [Line Items] | |
Number of warrants | 4,060,000 |
Exercise price | $ / shares | $ 0.05 |
Issuance Date | May 23, 2024 |
Expiry date | May 23, 2029 |
Remaining life | 4 years 10 months 24 days |
Warrant Expiry Date Sixteen [Member] | |
Schedule of Share Purchase Warrants Outstanding [Line Items] | |
Number of warrants | 435,000 |
Exercise price | $ / shares | $ 0.0451 |
Issuance Date | May 24, 2024 |
Expiry date | May 24, 2029 |
Remaining life | 4 years 10 months 24 days |
Share Purchase Warrants and S_6
Share Purchase Warrants and Stock Options (Details) - Schedule of Activity of Stock Options - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Dec. 30, 2023 | |
Schedule of Activity of Stock Options [Abstract] | ||
Number of stock options, Issued | 22,305,393 | |
Weighted average exercise price, Issued | $ 0.05 | |
Number of stock options, Exercised | ||
Weighted average exercise price, Exercised | ||
Number of stock options, Canceled/expired/forfeited | (19,958,754) | |
Weighted average exercise price, Canceled/expired/forfeited | $ 0.15 | |
Number of stock options, Outstanding Balance | 28,861,556 | |
Weighted average exercise price, Outstanding Balance | $ 0.1 | |
Intrinsic value, Outstanding Balance | $ 168,274 | |
Number of stock options, Exercisable | 19,364,151 | |
Weighted average exercise price, Exercisable | $ 0.13 | |
Intrinsic value, Exercisable | $ 94,119 |
Share Purchase Warrants and S_7
Share Purchase Warrants and Stock Options (Details) - Schedule of Stock Options Outstanding - $ / shares | 6 Months Ended | |
Jun. 30, 2024 | Dec. 30, 2023 | |
Schedule of Stock Options Outstanding [Line Items] | ||
Number of stock options | 28,861,556 | 26,514,617 |
Exercise price | $ 0.1 | $ 0.18 |
Stock Option One [Member] | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Number of stock options | 961,330 | |
Exercise price | $ 0.58 | |
Issuance Date | Feb. 23, 2021 | |
Expiry date | Feb. 23, 2026 | |
Remaining Life | 1 year 7 months 24 days | |
Stock Option Four [Member] | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Number of stock options | 3,385,746 | |
Exercise price | $ 0.25 | |
Issuance Date | Aug. 18, 2021 | |
Expiry date | Aug. 18, 2026 | |
Remaining Life | 2 years 1 month 17 days | |
Stock Options Five [Member] | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Number of stock options | 185,254 | |
Exercise price | $ 0.54 | |
Issuance Date | Nov. 03, 2021 | |
Expiry date | Nov. 03, 2026 | |
Remaining Life | 2 years 4 months 6 days | |
Stock Options Six [Member] | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Number of stock options | 120,128 | |
Exercise price | $ 0.19 | |
Issuance Date | Mar. 21, 2022 | |
Expiry date | Mar. 21, 2027 | |
Remaining Life | 2 years 8 months 19 days | |
Stock Options Seven [Member] | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Number of stock options | 95,238 | |
Exercise price | $ 0.11 | |
Issuance Date | May 16, 2022 | |
Expiry date | May 16, 2027 | |
Remaining Life | 2 years 10 months 17 days | |
Stock Options Eight [Member] | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Number of stock options | 120,000 | |
Exercise price | $ 0.09 | |
Issuance Date | Sep. 28, 2022 | |
Expiry date | Sep. 28, 2027 | |
Remaining Life | 3 years 3 months | |
Stock Option Ten [Member] | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Number of stock options | 600,000 | |
Exercise price | $ 0.3 | |
Issuance Date | Feb. 08, 2023 | |
Expiry date | Feb. 08, 2026 | |
Remaining Life | 1 year 7 months 9 days | |
Stock Option Eleven [Member] | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Number of stock options | 934,782 | |
Exercise price | $ 0.12 | |
Issuance Date | Feb. 27, 2023 | |
Expiry date | Feb. 27, 2028 | |
Remaining Life | 3 years 7 months 28 days | |
Stock Option Thirteen [Member] | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Number of stock options | 378,271 | |
Exercise price | $ 0.11 | |
Issuance Date | May 30, 2023 | |
Expiry date | May 30, 2028 | |
Remaining Life | 3 years 11 months 1 day | |
Stock Options fourteen [Member] | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Number of stock options | 265,957 | |
Exercise price | $ 0.12 | |
Issuance Date | Jul. 18, 2023 | |
Expiry date | Jul. 18, 2028 | |
Remaining Life | 4 years 18 days | |
Stock Options Sixteen [Member] | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Number of stock options | 378,721 | |
Exercise price | $ 0.07 | |
Issuance Date | Oct. 24, 2023 | |
Expiry date | Oct. 24, 2028 | |
Remaining Life | 4 years 3 months 25 days | |
Stock Options Fifteen [Member] | ||
Schedule of Stock Options Outstanding [Line Items] | ||
Number of stock options | 21,436,129 | |
Exercise price | $ 0.05 | |
Issuance Date | Jun. 21, 2024 | |
Expiry date | Jun. 21, 2029 | |
Remaining Life | 4 years 11 months 23 days |
Leases (Details)
Leases (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Leases [Abstract] | ||
Operating lease expense | $ 57,334 | $ 66,921 |
Short term lease cost | 0 | 31,754 |
Measurement of operating lease liabilities | 54,561 | 64,722 |
Operating lease liabilities cash paid | $ 48,459 | $ 67,021 |
Weighted average discount rate | 5% | |
Weighted average remaining term | 2 years 1 month 6 days |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Operating Lease Right of Use (“ROU”) Assets and Liabilities - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Schedule of Operating Lease Right of Use (“Rou”) Assets and Liabilities [Abstract] | ||
Operating lease assets | $ 226,763 | $ 277,995 |
Operating lease liabilities: | ||
Current operating lease liabilities | 96,853 | 89,318 |
Long term operating lease liabilities | 134,995 | 190,989 |
Total operating lease liabilities | $ 231,848 | $ 280,307 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Lease Payments - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Schedule of Lease Payments [Abstract] | ||
2024 | $ 56,834 | |
2025 | 116,965 | |
2026 | 70,179 | |
Total lease payments | 243,978 | |
Less: imputed interest | (12,130) | |
Total | $ 231,848 | $ 280,307 |
Segment Disclosures (Details)
Segment Disclosures (Details) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Segment Disclosures [Abstract] | ||
Number of operating segments | 3 | 3 |
Segment Disclosures (Details) -
Segment Disclosures (Details) - Schedule of Financial Statement Information by Operating Segment - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Schedule of Financial Statement Information by Operating Segment [Line Items] | |||||
Net sales | $ 1,937,618 | $ 1,699,542 | $ 3,999,121 | $ 3,648,640 | |
Operating (loss) income | (3,003,714) | (2,797,299) | (4,531,039) | (4,779,500) | |
Interest expense | 744,037 | 402,401 | 987,073 | 588,053 | |
Depreciation and amortization | 233,523 | 214,743 | 421,861 | 415,890 | |
Total assets | 11,929,207 | 10,831,754 | 11,929,207 | 10,831,754 | $ 10,831,754 |
Corporate [Member] | |||||
Schedule of Financial Statement Information by Operating Segment [Line Items] | |||||
Net sales | |||||
Operating (loss) income | (350,752) | (653,221) | (632,174) | (1,723,399) | |
Interest expense | 190,839 | 34,820 | 351,659 | 217,306 | |
Depreciation and amortization | |||||
Total assets | 14,865 | 14,929 | 14,865 | 14,929 | |
Cybersecurity [Member] | |||||
Schedule of Financial Statement Information by Operating Segment [Line Items] | |||||
Net sales | 1,046,566 | 840,683 | 2,092,394 | 1,967,386 | |
Operating (loss) income | (2,528,811) | (2,011,100) | (3,776,150) | (2,808,769) | |
Interest expense | 553,198 | 367,581 | 635,414 | 370,747 | |
Depreciation and amortization | 92,028 | 63,903 | 150,389 | 114,210 | |
Total assets | 6,077,956 | 4,990,874 | 6,077,956 | 4,990,874 | |
SVC [Member] | |||||
Schedule of Financial Statement Information by Operating Segment [Line Items] | |||||
Net sales | 891,052 | 858,859 | 1,906,727 | 1,681,254 | |
Operating (loss) income | (124,151) | (132,978) | (122,715) | (247,332) | |
Interest expense | |||||
Depreciation and amortization | 141,495 | 150,840 | 271,472 | 301,680 | |
Total assets | $ 5,836,386 | $ 5,825,951 | $ 5,836,386 | $ 5,825,951 |
Earnings Per Share (Details) -
Earnings Per Share (Details) - Schedule of Basic and Diluted Earnings Per Share - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Numerator: | ||||||
Net income (loss) attributable to High Wire Networks, Inc. common shareholders (in Dollars) | $ 4,785,325 | $ (414,438) | $ (4,141,995) | $ 168,309 | $ 4,370,887 | $ (3,973,686) |
Weighted average common shares outstanding, basic (in Shares) | 240,620,455 | 232,300,415 | 240,579,600 | 214,984,254 | ||
Net loss from continuing operations | $ (0.01) | $ (0.02) | $ (0.02) | $ (0.01) | ||
Effect of dilutive securities (in Shares) | 31,431,129 | 31,431,129 | ||||
Net income (loss) from discontinued operations, net of taxes | $ 0.03 | $ 0 | $ 0.04 | $ (0.01) | ||
Weighted average common shares outstanding, diluted (in Shares) | 272,051,584 | 232,300,415 | 272,010,729 | 214,984,254 | ||
Net income (loss) per share | $ 0.02 | $ (0.02) | $ 0.02 | $ (0.02) | ||
Income (loss) per share attributable to High Wire Networks, Inc. common shareholders, diluted: | ||||||
Net loss from continuing operations | (0.01) | (0.02) | (0.02) | (0.01) | ||
Net income (loss) from discontinued operations, net of taxes | 0.03 | 0 | 0.04 | (0.01) | ||
Net income (loss) per share | $ 0.02 | $ (0.02) | $ 0.02 | $ (0.02) |
Discontinued Operations (Detail
Discontinued Operations (Details) - Schedule of Company’s Discontinued Operations - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash | $ 5,075 | |
Accounts receivable | 1,623,936 | |
Current assets of discontinued operations | 1,629,011 | |
Current liabilities: | ||
Accounts payable and accrued liabilities | 505,782 | 1,227,529 |
Contract liabilities | 301,757 | |
Current liabilities of discontinued operations | $ 505,782 | $ 1,529,286 |
Discontinued Operations (Deta_2
Discontinued Operations (Details) - Schedule of Statements of Operations for the Company’s Discontinued Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Schedule Of Statements Of Operations For The Company SDiscontinued Operations Abstract | ||||
Revenue | $ 1,969,052 | $ 4,240,524 | $ 7,558,530 | $ 12,456,597 |
Operating expenses: | ||||
Cost of revenues | 1,103,457 | 2,164,313 | 4,132,178 | 9,535,960 |
Depreciation and amortization | 1,104 | 2,577 | ||
Salaries and wages | 686,566 | 1,111,956 | 1,136,044 | 2,400,082 |
General and administrative | 269,288 | 385,545 | 505,578 | 589,114 |
Total operating expenses | 2,059,311 | 3,662,918 | 5,773,800 | 12,527,733 |
(Loss) income from operations | (90,259) | 577,606 | 1,784,730 | (71,136) |
Other income (expenses): | ||||
Gain on sale of business unit | 7,950,773 | 7,950,773 | ||
Other income | 1,500 | |||
Gain (loss) on disposal of subsidiary | (1,336,789) | |||
Exchange loss | (923) | |||
Total other income (expense) | 7,950,773 | 7,952,273 | (1,337,712) | |
Pre-tax income (loss) from discontinued operations | 7,860,514 | 577,606 | 9,737,003 | (1,408,848) |
Provision for income taxes | ||||
Net income (loss) from discontinued operations, net of tax | $ 7,860,514 | $ 577,606 | $ 9,737,003 | $ (1,408,848) |