Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Apr. 11, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 1-37649 | ||
Entity Registrant Name | MINIM, INC. | ||
Entity Central Index Key | 0001467761 | ||
Entity Tax Identification Number | 04-2621506 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 848 Elm Street | ||
Entity Address, City or Town | Manchester | ||
Entity Address, State or Province | NH | ||
Entity Address, Postal Zip Code | 03101 | ||
City Area Code | 617 | ||
Local Phone Number | 423-1072 | ||
Title of 12(b) Security | Common Stock, $0.01 par value | ||
Trading Symbol | MINM | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 5.1 | ||
Entity Common Stock, Shares Outstanding | 2,965,900 | ||
Documents Incorporated by Reference [Text Block] | Certain parts of Item 1 of Part 1, certain parts of Part 5, and Items 10, 11, 12, 13 and 14 of Part III of this Form 10-K incorporate information by reference from the definitive proxy statement for our 2023 annual meeting of stockholders, which is to be filed within 120 days after the end of the fiscal year ended December 31, 2022. Except with respect to the information specifically incorporated by reference in this Form 10-K, the Proxy Statement is not deemed to be filed as part hereof. | ||
Document Financial Statement Error Correction [Flag] | false | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 5041 | ||
Auditor Name | BF Borgers CPA PC | ||
Auditor Location | Lakewood, CO |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 709,322 | $ 530,110 |
Restricted cash | 500,000 | |
Accounts receivable, net of allowance for doubtful accounts of $312,983 and $138,331 as of December 31, 2023 and, 2022, respectively | 701,377 | 2,758,406 |
Inventories, net | 9,952,647 | 25,415,206 |
Prepaid expenses and other current assets | 35,768 | 360,735 |
Total current assets | 11,399,114 | 29,564,457 |
Equipment, net | 432,505 | 636,973 |
Operating lease right-of-use assets | 22,512 | 173,480 |
Intangible assets, net | 33,247 | 73,301 |
Other assets | 472,587 | 511,795 |
Total assets | 12,359,965 | 30,960,006 |
Current liabilities | ||
Bank credit line | 4,758,663 | |
Accounts payable | 11,143,693 | 2,837,191 |
Current maturities of bridge loan agreement | 1,000,000 | |
Current maturities of operating lease liabilities | 22,512 | 150,968 |
Accrued expenses | 1,077,843 | 4,440,724 |
Deferred revenue, current | 633,542 | |
Total current liabilities | 12,244,048 | 13,821,088 |
Operating lease liabilities, less current maturities | 22,512 | |
Deferred revenue, noncurrent | 771,738 | |
Total Liabilities | 12,244,048 | 14,615,338 |
Stockholders’ equity | ||
Preferred Stock, Authorized: 2,000,000 shares at $0.001 par value; 0 shares issued and outstanding | ||
Common Stock: Authorized: 60,000,000 shares at December 31, 2023 and 2022, at $0.01 par value; issued and outstanding: 2,632,809 shares and 1,877,970 shares at December 31, 2023 and 2022, respectively | 479,335 | 469,492 |
Additional paid-in capital | 92,105,360 | 90,710,030 |
Accumulated deficit | (92,468,778) | (74,834,854) |
Total stockholders’ equity | 115,917 | 16,344,668 |
Total liabilities and stockholders’ equity | $ 12,359,965 | $ 30,960,006 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 312,983 | $ 138,331 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares authorized | 60,000,000 | 60,000,000 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares issued | 2,632,809 | 1,877,970 |
Common stock, shares outstanding | 2,632,809 | 1,877,970 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Net sales | $ 26,106,271 | $ 50,622,143 |
Cost of goods sold | 25,635,383 | 38,695,605 |
Gross profit | 470,888 | 11,926,538 |
Operating expenses: | ||
Selling and marketing | 9,472,527 | 15,022,638 |
General and administrative | 4,758,357 | 6,124,034 |
Research and development | 3,446,595 | 5,824,906 |
Total operating expenses | 17,677,479 | 26,971,578 |
Operating loss | (17,206,591) | (15,045,040) |
Other income (expense): | ||
Interest income | 2,554 | 457 |
Interest expense | (385,952) | (394,615) |
Other, net | (1,316) | 2,302 |
Total other income (expense) | (384,714) | (391,856) |
Loss before income taxes | (17,591,305) | (15,436,896) |
Income tax provision | 42,619 | 112,348 |
Net loss | $ (17,633,924) | $ (15,549,244) |
Net loss per share, Basic | $ (9.08) | $ (8.38) |
Net loss per share, Diluted | $ (9.08) | $ (8.38) |
Weighted average common and common equivalent shares: | ||
Basic weighted average common and common equivalent shares | 1,941,800 | 1,855,965 |
Diluted weighted average common and common equivalent shares | 1,941,800 | 1,855,965 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 458,850 | $ 89,313,273 | $ (59,285,610) | $ 30,486,513 |
Beginning balance, shares at Dec. 31, 2021 | 1,835,402 | |||
Net loss | (15,549,244) | (15,549,244) | ||
Stock option exercises | $ 4,308 | 232,496 | $ 236,804 | |
Stock option exercises, shares | 17,237 | 17,233 | ||
Common stock issued for vested restricted units | $ 6,334 | (6,334) | ||
Common stock issued for vested restricted stock units, shares | 25,331 | |||
Stock-Based Compensation | 1,170,595 | 1,170,595 | ||
Ending balance, value at Dec. 31, 2022 | $ 469,492 | 90,710,030 | (74,834,854) | 16,344,668 |
Ending balance, shares at Dec. 31, 2022 | 1,877,970 | |||
Net loss | (17,633,924) | $ (17,633,924) | ||
Stock option exercises, shares | ||||
Common stock issued for vested restricted units | $ 2,500 | (2,500) | ||
Common stock issued for vested restricted stock units, shares | 20,496 | |||
Shares issued in exchange for debt conversion | $ 7,343 | 1,118,435 | 1,125,778 | |
Shares issued in exchange for debt conversion, shares | 734,343 | |||
Stock-Based Compensation | 279,395 | 279,395 | ||
Ending balance, value at Dec. 31, 2023 | $ 479,335 | $ 92,105,360 | $ (92,468,778) | $ 115,917 |
Ending balance, shares at Dec. 31, 2023 | 2,632,809 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows used in operating activities: | ||
Net loss | $ (17,633,924) | $ (15,549,244) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 612,138 | 837,228 |
Amortization of right-of-use assets | 150,968 | 172,060 |
Amortization of debt issuance costs | 29,845 | 71,401 |
Amortization of sales contract costs | 75,514 | |
Stock-based compensation | 279,395 | 1,170,595 |
Goodwill impairment charge | 0 | 58,872 |
Intangible asset impairment charge | 67,415 | |
Provision for (recovery of) credit losses | 174,652 | (98,489) |
Provision for inventory reserves | 1,785,566 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,882,377 | 2,220,746 |
Inventories | 15,462,559 | 6,690,515 |
Prepaid expenses and other current assets | 324,963 | 227,150 |
Other assets | 53,458 | 63,044 |
Accounts payable | 8,306,503 | (9,621,054) |
Accrued expenses | (3,237,131) | (839,265) |
Deferred revenue | (1,405,280) | 670,532 |
Operating lease liabilities | (150,968) | (172,659) |
Net cash provided by (used in) operating activities | 4,849,555 | (12,170,073) |
Cash flows from investing activities: | ||
Purchases of equipment | (162,270) | (276,665) |
Certification costs incurred and capitalized | (219,595) | (418,352) |
Net cash used in investing activities | (381,865) | (695,017) |
Cash flows from financing activities: | ||
Net repayment on the bank credit line | (4,788,478) | (377,811) |
Proceeds from bridge loan agreement | 1,000,000 | |
Repayment of government loan | (34,237) | |
Proceeds from stock option exercises | 236,803 | |
Net cash provided by (used in) financing activities | (4,788,478) | 824,755 |
Net change in cash, cash equivalents, and restricted cash | (320,788) | (12,040,335) |
Cash, cash equivalents, and restricted cash - Beginning | 1,030,110 | 13,070,445 |
Cash, cash equivalents, and restricted cash - Ending | 709,322 | 1,030,110 |
Cash paid during the period for: | ||
Interest | 238,329 | 394,615 |
Income taxes | 42,619 | 88,348 |
Cash is reported on the consolidated statements of cash flows as follows: | ||
Cash and cash equivalents | 709,322 | 530,110 |
Restricted cash | 500,000 | |
Total cash, cash equivalents, and restricted cash | $ 709,322 | $ 1,030,110 |
NATURE OF OPERATIONS AND BASIS
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | (1) NATURE OF OPERATIONS AND BASIS OF PRESENTATION Minim, Inc. and its wholly owned subsidiaries, MME Sub 1 LLC, Cadence Connectivity, Inc., MTRLC LLC, and Minim Asia Private Limited, are herein collectively referred to as “Minim” or the “Company”. The Company delivers intelligent networking products that reliably and securely connect homes and offices around the world. We were the exclusive global license holder to the Motorola brand for home networking hardware until 2023. The Company designs and manufactures products including cable modems, cable modem/routers, mobile broadband modems, wireless routers, Multimedia over Coax (“MoCA”) adapters and mesh home networking devices. Our AI-driven cloud software platform and applications make network management and security simple for home and business users, as well as the service providers that assist them— leading to higher customer satisfaction and decreased support burden. On January 21, 2022, Zoom Connectivity, Inc. filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation to change its legal corporate name from “Zoom Connectivity, Inc.” to “Cadence Connectivity, Inc.”, effective as of January 21, 2022. MME Sub 1 LLC, a wholly owned subsidiary of Minim, Inc., was formed in March 2024 and is a limited liability company organized in Florida that is intended for the purpose of the Merger Agreement with e2Companies LLC (Note 12). Going Concern The Company’s consolidated financial statements as of December 31, 2023 were prepared under the assumption that the Company will continue as a going concern. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. However, as of December 31, 2023, substantial doubt exists about the Company’s ability to continue as a going concern. The Company has incurred recurring losses and negative cash flows from operations, and our ability to continue as a going concern will depend on our ability to obtain additional equity or debt financing, attain further operating efficiencies, reduce or contain expenditures and increase revenues. As of December 31, 2023, the Company had cash and cash equivalents of $709 709,322 17,633,924 The Company is evaluating strategies to obtain the required additional funding for future operations. These strategies may include but are not limited to equity offerings, debt financings, and cost reductions. However, given a variety of external factors, the Company may be unable to access further equity or debt financing when needed. The Company may engage in cost-cutting measures in an attempt to extend its cash resources. The Company may explore sale or merger of its operations. As such, there can be no assurance that the Company will be able to obtain additional liquidity when needed or under acceptable terms, if at all. On March 12, 2024, the Company entered into an Agreement and Plan of Merger (“Merger Agreement”) with e2 Companies LLC, a Florida limited liability company (“e2 Companies”). No guarantee exists that the merger will successfully be consummated (refer to Note 12 for more information on the Merger Agreement with e2 Companies). The Company’s consolidated financial statements as of December 31, 2023, do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern. If the Company is unable to raise additional capital and is therefore unable to continue as a going concern, it may have to liquidate its assets and may receive less than the value at which those assets are carried on its consolidated financial statements, and it is likely that investors will lose all or part of their investment. Liquidity The Company’s operations have historically been financed through the issuance of common stock and borrowings. Since inception, the Company has incurred significant losses and negative cash flows from operations. During the year ended December 31, 2023, the Company incurred a net loss of $17.6 17,633,924 4,849,555 5.2 92,468,778 709,322 Basis of Presentation The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). All significant intercompany balances and transactions have been eliminated in the consolidation. Certain prior year amounts have been reclassified to conform to the current year presentation. Certain amounts in the consolidated financial statements and associated notes may not add up due to rounding. All percentages have been calculated using unrounded amounts. On April 17, 2023, the Company effected a 25:1 reverse stock split Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expense during the reporting period. These judgments, estimates and assumptions made by the Company include, but are not limited to revenue recognition, expected credit losses; contract liabilities (sales returns); valuation allowance for deferred income tax assets; write-downs of inventory for slow-moving and obsolete items and stock-based compensation. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results may differ from those estimates under different assumptions or conditions and the differences may be material. Foreign Currencies The Company’s reporting currency is the U.S. dollar. The Company generates a portion of its revenues in markets outside North America principally in transactions denominated in foreign currencies, which exposes the Company to risks of foreign currency fluctuations. Foreign currency transaction gains (losses) are included in the consolidated statements of operations under other income (expense). |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash, Cash Equivalents and Restricted Cash As of December 31, 2022, the restricted cash balance of $500 500,000 no The Company considers all highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. As of December 31, 2023 and 2022, the Company’s cash equivalents were held in institutions in the U.S. and include deposits in higher-interest bank accounts which were unrestricted as to withdrawal or use. Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents, restricted cash and accounts receivable. Substantially all the Company’s cash and cash equivalents and restricted cash are held at one financial institution, Silicon Valley Bank, which was placed into receivership by the FDIC on March 9, 2023. On March 10, 2023, the Silicon Valley Bank depositor accounts and loan facilities, including the Company’s bank accounts and line of credit, were transferred to Silicon Valley Bridge Bank. Through Silicon Valley Bridge Bank, the Company’s bank balances are fully insured by the FDIC and the line of credit facility remains operational, allowing the Company to draw from it as required. The Company has not experienced any credit losses on its cash and cash equivalents and restricted cash through December 31, 2023 and has not experienced any credit losses as of the date of filing this Form 10-K For the year ended December 31, 2023, two customers accounted for 10% or greater individually, and 80% 87% 96% 75% The Company depends on many third-party suppliers for key components contained in its product offerings. For some of these components, the Company may only use a single source supplier, in part due to the lack of alternative sources of supply. During 2023 and 2022, the Company had one and two suppliers that provided 86% 93% Accounts Receivable, Net Accounts receivable are recorded at invoice value, net of any allowance for doubtful accounts that are based on credit losses. Estimates of the allowance for doubtful accounts are determined based on existing contractual payment terms, historical payment patterns of customers, and individual customer circumstances. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the failure or inability of its customers to make required payments. In determining the allowance for doubtful accounts, the Company considers the probability of recoverability of its accounts receivable based on past experience, taking into account current collection trends as well as general economic factors. Credit risks are assessed based on historical write-offs, net of recoveries, as well as analysis of the aged accounts receivables balances with allowances generally increasing as the receivables age. Inventories Inventories are stated at the lower of cost, or net realizable value. Cost is determined using the weighted average cost method, which approximates actual costs as determined on a first-in, first-out basis. The Company regularly monitors inventory quantities on hand and records write-downs for excess and obsolete inventories based on the Company’s estimate of demand for its products, potential obsolescence of technology, product life cycles and whether pricing trends or forecasts indicate that the carrying value of inventory exceeds its estimated selling price. These factors are impacted by market and economic conditions, technology changes and new product introductions and require significant estimates that may include elements that are uncertain. Actual demand may differ from forecasted demand and may have a material effect on gross profit. If inventory is written down, a new cost basis is established that cannot be increased in future periods. The carrying value of inventories is reduced for any difference between cost and net realizable value of inventories that is determined to be obsolete or unmarketable, based upon assumptions about future demand and market conditions. Equipment, net Equipment is stated at cost, net of accumulated depreciation. Depreciation is generally computed using the straight-line method based on the estimated useful lives of the assets, which is generally three to five years. Maintenance and repairs are charged to expense as incurred. Significant improvements that substantially enhance the useful life of an asset are capitalized and depreciated. When assets are retired or disposed of, the cost together with related accumulated depreciation is removed from the balance sheet and any resulting gain or loss is reflected in the Company’s statements of operations in the period realized. Goodwill The Company records goodwill when consideration paid in a business acquisition exceeds the value of the net assets acquired. The Company’s estimates of fair value are based upon assumptions believed to be reasonable at the time, but such estimates are inherently uncertain and unpredictable. Assumptions may be incomplete or inaccurate and unanticipated events or circumstances may occur, which may affect the accuracy or validity of such assumptions, estimates or actual results. Goodwill is not amortized but rather is tested for impairment annually in the fourth quarter or more frequently, if facts and circumstances warrant a review. Circumstances that could trigger an impairment test include, but are not limited to, a significant adverse change in the business climate or legal factors, an adverse action or assessment by a regulator, or unanticipated competition. The Company has determined that there is a single reporting unit for the purpose of conducting the goodwill impairment assessment. In accordance with ASC Topic 350, Intangibles—Goodwill and Other, we first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. If after assessing the totality of events or circumstances, we determine that it is more likely than not (i.e. greater than 50% likelihood) that the fair value of the reporting unit is less than its carrying amount, then the quantitative test is required. The quantitative goodwill impairment test requires us to estimate and compare the fair value of the reporting unit, determined using an income approach and a market approach, with its carrying value. If the fair value of the reporting unit exceeds the carrying value of the net assets, goodwill is not impaired. If the fair value of the reporting unit is less than the carrying value, the difference is recorded as an impairment loss up to the amount of goodwill. Application of the goodwill impairment test requires judgments, including identification of the reporting units, assigning goodwill to reporting units, a qualitative assessment to determine whether there are any impairment indicators, and determining the fair value of each reporting unit which often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, asset lives and market multiples, among other items. There is no assurance that the actual future earnings or cash flows of the reporting unit will not decline significantly from the projections used in the impairment analysis. As part of the Company’s annual impairment test, which determined that the carrying amount of its single reporting unit exceeded its fair value, the Company recorded a goodwill impairment charge of $ 0 58,872 Intangible Assets and Long-Lived Assets Intangible assets are comprised of developed technology (ERP system), purchased technology (web domain), and customer relationships acquired through business combinations. All of the Company’s intangible assets are amortized using the straight-line method over their estimated useful life. The Company capitalizes certain implementation costs related to its cloud-based enterprise resourcing planning (“ERP”) system. Costs incurred during the application development stage are capitalized. Costs incurred in the preliminary stages of development are expensed as incurred. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable that the expenditures will result in additional functionality. Capitalized implementation costs are amortized on a straight-line basis over its estimated useful life, however there were no The Company reviews long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted cash flows estimated to be generated by those assets over their estimated economic life to the related carrying value of those assets to determine if the assets are impaired. If an impairment is indicated, the asset is written down to its estimated fair value. The cash flow estimates used to identify the potential impairment reflect our best estimates using appropriate assumptions and projections at that time. In evaluating potential impairment of these assets, we specifically consider whether any indicators of impairment are present, including, but not limited to: ● whether there has been a significant adverse change in the business climate that affects the value of an asset: ● whether there has been a significant change in the extent or way an asset is used; and ● whether there is an expectation that the asset will be sold or disposed of before the end of its originally estimated useful life. For the years ended December 31, 2023 and 2022, respectively, the Company recorded an impairment charge of $ 0 67 Leases The Company determines if an arrangement is a lease at inception by assessing whether the arrangement contains an identified asset and whether it has the right to control the identified asset. Right-of-use (ROU) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease liabilities are recognized at the lease commencement date based on the present value of future lease payments over the lease term. ROU assets are based on the measurement of the lease liability and also include any lease payments made prior to or on lease commencement and exclude lease incentives and initial direct costs incurred, as applicable. As the implicit rate in the Company’s leases is generally unknown, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The lease terms may include options to extend or terminate the lease when the Company is reasonably certain it will exercise such options. Lease costs for the Company’s operating leases are recognized on a straight-line basis over the reasonably assured lease term. Variable lease payments include lease operating expenses. Lease expense for operating leases is recognized on a straight-line basis over the lease term. Lease expense is included in general and administrative expenses on the consolidated statements of operations. The Company has elected to not separate lease and non-lease components for any leases within its existing classes of assets and, as a result, accounts for any lease and non-lease components as a single lease component. The Company has also elected to not apply the recognition requirement to any leases within its existing classes of assets with a term of 12 months or less and does not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. Other Assets Other assets are stated at cost, less accumulated amortization, and primarily include certain certification costs and long-term insurance policies. Certain certification costs incurred that are necessary to market and sell products are capitalized and reported as “other assets” in the accompanying consolidated balance sheets when the costs are measurable, significant, and relating to products that are projected to generate revenue beyond twelve months. These costs are amortized over an 18- month period, beginning when the related products are available to be sold. As of December 31, 2023 and 2022, the balance outstanding for certifications costs, net of accumulated amortization, was $ 417 402 The long-term insurance policies are amortized over the term of the coverage period. As of December 31, 2023 and 2022, the balance outstanding for long-term insurance policies, net of accumulated amortization, was $ 47 71 Income Taxes We compute deferred income taxes based on the differences between the financial statement and tax basis of assets and liabilities using enacted rates in effect in the years in which the differences are expected to reverse. We establish a valuation allowance to offset temporary deductible differences, net operating loss carryforwards and tax credits when it is more likely than not that the deferred tax assets will not be realized. We recognize the tax benefit from an uncertain tax position only if it is more-likely-than-not that the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the tax position. The evaluation of an uncertain tax position is based on factors that include, but are not limited to, changes in the tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, and changes in facts or circumstances related to a tax position. Any changes to these estimates, based on the actual results obtained and/or a change in assumptions, could impact our tax provision in future periods. Interest and penalty charges, if any, related to unrecognized tax benefits would be classified as a provision for income tax in the consolidated statements of operations. Loss Per Common Share Basic loss per share is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding. Diluted earnings per share is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding plus additional common shares that would have been outstanding if dilutive potential common shares had been issued. For the purposes of this calculation, stock options are considered common stock equivalents in periods in which they have a dilutive effect. Stock options that are antidilutive are excluded from the calculation. Net loss per share for the year ended December 31, 2023 and 2022, respectively, are as follows: Schedule of net income (loss) per share Years ended 2023 2022 Numerator: Net loss $ (17,633,924 ) $ (15,549,244 ) Denominator: Weighted average common shares - basic 1,941,800 1,855,965 Effect of dilutive common share equivalents - - Weighted average common shares - dilutive 1,941,800 1,855,965 Basic and diluted net loss per share $ (9.08 ) $ (8.38 ) Diluted loss per common share for the years ended December 31, 2023 and 2022 excludes the effects of 0 36,318 Revenue Recognition The Company primarily sells hardware products to its customers. The hardware products include cable modems and gateways, mobile broadband modems, wireless routers, MoCA adapters and mesh home networking devices. The Company derives its net sales primarily from the sales of hardware products to computer peripherals retailers, computer product distributors, OEMs, and direct to consumers and other channel partners via the Internet. The Company accounts for point-of-sale taxes on a net basis. The Company also sells and earns revenues from Software as a Service (“SaaS”), including services that enable and secures a better-connected home with the AI-driven smart home WiFi management and security platform. Customers do not have the contractual right or ability to take possession of the hosted software. The Company has concluded that transfer of control of its hardware products transfers to the customer upon shipment or delivery, depending on the delivery terms of the purchase agreement. Revenues from sales of hardware products are recognized at a point in time upon transfer of control. The SaaS agreements are offered over a defined contract period, generally one year, and are sold to Internet service providers, who then promote the services to their subscribers. These services are available as an on-demand application over the defined term. The agreements include service offerings, which deliver applications and technologies via cloud-based deployment models that the Company develops functionality for, provides unspecified updates and enhancements for, and hosts, manages, provides upgrade and support for the customers’ access by entering into solution agreements for a stated period. The monthly fees charged to the customers are based on the number of subscribers utilizing the services each month, and the revenue recognized generally corresponds to the monthly billing amounts as the services are delivered. Multiple Performance Obligations The Company has hardware products that include SaaS services as a bundled product. The Company accounts for these sales in accordance with the multiple performance obligation guidance of ASC Topic 606. For multiple performance obligation contracts, the Company accounts for the promises separately as individual performance obligations if they are distinct. Performance obligations are determined to be distinct if they are both capable of being distinct and distinct within the context of the contract. In determining whether performance obligations meet the criteria of being distinct, the Company considers a number of factors, such as degree of interrelation and interdependence between obligations, and whether or not the good or service significantly modifies or transforms another good or service in the contract. SaaS included with certain hardware products is considered distinct from the hardware, and therefore the hardware and SaaS offerings are treated as separate performance obligations. After identifying the separate performance obligations, the transaction price is allocated to the separate obligations on a relative standalone selling price basis (“SSP”). SSP’s are generally determined based on the prices charged to customers when the performance obligation is sold separately or using an adjusted market assessment. The estimated SSP of the hardware and SaaS offerings are directly observable from the sales of those products and SaaS based on a range of prices. Revenue is recognized for each distinct performance obligation as control is transferred to the customer. Revenue attributable to hardware products bundled with SaaS offerings are recognized at the time control of the product transfers to the customer. The transaction price allocated to the SaaS offering is recognized ratably beginning when the customer is expected to activate their account and over a three-year period that the Company has estimated based on the expected replacement of the hardware. Other considerations of ASC 606 include the following: ● Returned Goods 578 982 ● Warranties no ● Price protection ● Volume Rebates and Promotion Programs Contract Balances Accounts receivable is recorded when the Company has an unconditional right to the consideration. When the timing of the Company’s delivery of goods or services is different from the timing of payments made by customers, the Company recognize either a contract asset (performance precedes contractual due date) or a contract liability (customer payment precedes performance). When a customer prepays, that payment is reflected as deferred revenue until the performance obligation is satisfied. Contract assets consist of unbilled receivables (see Note 3). The Company’s business is controlled as a single operating segment that consists of the manufacture and sale of cable modems and gateway, and the majority of the Company’s customers are retailers and distributors. Stock-Based Compensation Expense Stock-based compensation expense relates to stock options with a service condition and restricted stock units (RSUs). Stock-based compensation expense for the Company’s stock-based awards is based on their grant date fair value. Service-based options initially granted to an optionee generally vest at a rate of 25% The Black-Scholes model considers several variables and assumptions in estimating the fair value of service-based stock options. These variables include the per share fair value of the underlying common stock, exercise price, expected term, risk-free interest rate, expected annual dividend yield and expected stock price volatility over the expected term. The risk-free interest rate is based on the yield available on U.S. Treasury zero-coupon issues similar in duration to the expected term of the equity-settled award. RSUs initially granted to an optionee generally vest at a rate of 25% Advertising Costs Advertising costs are expensed as incurred and reported in selling expense in the accompanying consolidated statements of operations, and include costs of advertising, production, trade shows, and other activities designed to enhance demand for the Company’s products. The Company reported advertising costs of approximately $ 2.0 4.0 Shipping and Freight Costs The Company records the expense associated with customer-delivery, shipping and freight costs in selling and marketing expense. The Company reported shipping and freight costs of $ 363 452 Segment The Company operates as a single operating segment. The Company’s chief operating decision maker, its Chief Executive Officer, reviews financial information on an aggregate basis for the purposes of allocating resources and evaluating financial performance. The Company’s primary operation is in the United States, and it has derived substantially all of its revenue from sales to customers in the U.S. Recently Adopted Accounting Standards In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments Credit Losses — Measurement of Credit Losses on Financial Instruments. There have been no other new accounting pronouncements that have significance, or potential significance, to the Company’s financial position, results of operations and cash flows . |
REVENUE AND OTHER CONTRACTS WIT
REVENUE AND OTHER CONTRACTS WITH CUSTOMERS | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE AND OTHER CONTRACTS WITH CUSTOMERS | (3) REVENUE AND OTHER CONTRACTS WITH CUSTOMERS Revenue is recognized for each distinct performance obligation as control is transferred to the customer. Revenue attributable to hardware products bundled with SaaS offerings are recognized at the time control of the product transfers to the customer. The transaction price allocated to the SaaS offering is recognized ratably beginning when the customer is expected to activate their account and over a three-year period that the Company has estimated based on the expected replacement of the hardware. Transaction Price Allocated to the Remaining Performance Obligations The remaining performance obligations represent the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied as of the end of the reporting period. Unsatisfied and partially unsatisfied performance obligations consist of contract liabilities, in-transit orders with destination terms, and non-cancellable backlog. Non-cancellable backlog includes goods for which customer purchase orders have been accepted, that are scheduled or in the process of being scheduled for shipment, and that are not yet invoiced. As of December 31, 2023, the aggregate amount of the transaction price allocated to the remaining performance obligations related to SaaS performance obligations that are unsatisfied or partially unsatisfied was $ 0 Contract costs The Company recognizes the incremental costs of obtaining a contract with a customer if the Company expects the benefit of those costs to be longer than one year. The Company has determined that certain sales commissions meet the requirements to be capitalized, and the Company amortizes these costs on a consistent basis with the pattern of transfer of the goods and services in the contract. Total capitalized costs to obtain a contract were immaterial during the periods presented and are included in other current and long-term assets on our consolidated balance sheets. The Company applied a practical expedient to expense costs as incurred for costs to obtain a contract when the amortization period is one year or less. These costs include sales commissions on software maintenance contracts with a contract period of one year or less as sales commissions on contract renewals are commensurate with those paid on the initial contract. Contract Balances The Company records accounts receivable when it has an unconditional right to the consideration. Contract liabilities consist of deferred revenue, which represents payments received in advance of revenue recognition related to SaaS agreements and for prepayments for products or services yet to be delivered. Payment terms vary by customer. The time between invoicing and when payment is due is not significant. For certain products or services and customer types, payment is required before the products or services are delivered to the customer. The following table reflects the contract balances as of the year ended: Schedule of contract balances December 31, 2023 2022 Accounts receivable $ 701,377 $ 2,758,406 Deferred revenue - current $ - $ 633,542 Deferred revenue - noncurrent $ - $ 771,738 During the year ended December 31, 2023, the change in deferred revenue was as follows: Schedule of change in contract balances Balance at December 31, 2022 $ 1,405,280 Billings 767,832 Revenue recognized (2,173,112 ) Balance at December 31, 2023 $ - Disaggregation of Revenue The following table sets forth our revenues by distribution channel: Schedule of disaggregation of revenue by distribution channel Years ended 2023 2022 Retailers $ 23,675,014 $ 48,728,624 Distributors 88,847 654,428 Other 2,342,770 1,239,091 $ 26,106,271 $ 50,622,143 The following table sets forth our revenues by product: Years ended 2023 2022 Cable Modems & gateways $ 23,972,004 $ 48,433,757 Other networking products 571,517 1,276,849 Software as a Service 1,562,750 911,537 $ 26,106,271 $ 50,622,143 |
BALANCE SHEET COMPONENTS
BALANCE SHEET COMPONENTS | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BALANCE SHEET COMPONENTS | (4) BALANCE SHEET COMPONENTS Inventories Inventories, net consists of the following: Schedule of inventories December 31, 2023 2022 Materials $ 210,318 $ 397,133 Work in process 1,640,347 5,842,251 Finished goods 8,101,982 19,175,822 Total $ 9,952,647 $ 25,415,206 Finished goods includes consigned inventory held by our customers of $ 0 4.2 1.7 2.5 Equipment Equipment, net consists of the following: Schedule of equipment December 31, Estimated 2023 2022 lives in years Computer hardware and software $ 603,836 $ 497,913 3 Machinery and equipment 726,326 725,568 5 Molds, tools and dies 1,242,711 1,187,541 5 Office furniture and fixtures 79,147 78,728 5 2,652,020 2,489,750 Accumulated depreciation (2,219,515 ) (1,852,777 ) $ 432,505 $ 636,973 Depreciation expense was $ 368 403 Goodwill In December 2018, Cadence Connectivity acquired the net assets of MCP Networks Inc., a provider of a cloud-based home network management platform. The acquisition expanded Cadence Connectivity’s subscriber base and thereby offered sales opportunities of Cadence Connectivity’s SaaS to these subscribers. Cadence Connectivity recorded $ 58 58,872 Intangible Assets In December 2018, Cadence Connectivity acquired the net assets of MCP Networks Inc., a provider of a cloud-based home network management platform. The acquisition expanded Cadence Connectivity’s subscriber base and thereby offered sales opportunities of Cadence Connectivity’s SaaS to these subscribers. Cadence Connectivity recorded $ 122 67 no Intangible assets consisted of the following at December 31, 2023 and 2022: Schedule of intangible assets Estimated As of December 31, 2023 As of December 31, 2022 Useful Gross Gross Life Carrying Accumulated Carrying Accumulated (in years) Amount Amortization Net Amount Amortization Net Customized internal use software 2.5 $ - $ - $ - $ 230,106 $ (207,399 ) $ 22,707 Acquired web domain 5.0 86,732 (53,485 ) 33,247 86,732 (36,138 ) 50,594 $ 86,732 $ (53,485 ) $ 33,247 $ 316,838 $ (243,537 ) $ 73,301 Amortization expense was $xx thousand and $ 40 The estimated annual amortization expense for each of the two succeeding years and thereafter is as follows: Schedule of annual amortization expenses Years ended December 31, 2024 $ 17,346 2025 15,901 Total $ 33,247 Accrued expenses Accrued expenses consists of the following: Schedule of accrued expenses December 31, 2023 2022 Inventory purchases $ - $ 24,901 Payroll and related benefits - 430,358 Professional fees 229,950 290,588 Royalty costs - 1,650,000 Sales allowances 697,884 1,226,856 Sales and use tax 150,009 113,200 Other - 704,821 Total accrued other expenses $ 1,077,843 $ 4,440,724 |
BANK CREDIT LINE, BRIDGE LOAN,
BANK CREDIT LINE, BRIDGE LOAN, AND GOVERNMENT LOANS | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
BANK CREDIT LINE, BRIDGE LOAN, AND GOVERNMENT LOANS | (5) BANK CREDIT LINE, BRIDGE LOAN, AND GOVERNMENT LOANS Bank Credit Line On March 12, 2021, the Company entered into a loan and security agreement with Silicon Valley Bank (the “SVB Loan Agreement”). On November 1, 2021, the Company entered into the first amendment to the SVB Loan Agreement (the “First Amendment”). The SVB Loan Agreement, as amended, provides for a revolving facility up to a principal amount of $ 25.0 The borrowing base equals the sum of (a) 85.0 percent of eligible customer receivables, plus (b) the least of (i) 60 percent The SVB Loan Agreement is secured by substantially all of the Company’s assets but excludes the Company’s intellectual property. Loans under the credit facility bear interest at a rate per annum equal to (i) at all times when a streamline period is in effect, the On December 12, 2022, the Company entered into its second Amendment to the SVB Loan Agreement (the “Second Amendment”). The Second Amendment (i) reduced the aggregate amount available under the revolving credit line from $ 25 10 The Company incurred $ 143 30 71 On October 18, 2023, the Company paid in full the outstanding balance and immediately terminated the SVB Loan Agreement. As of December 31, 2023, the Company had $ 0 On March 10, 2023, Silicon Valley Bank went into receivership with the Federal Deposit Insurance Corporation (FDIC) and is now the Silicon Valley Bridge Bank. The SVB Loan Agreement has been transferred to Silicon Valley Bridge Bank, and the revolving facility remains accessible to the Company. On March 27, 2023, the SVB Loan Agreement was transferred to First-Citizens Bank & Trust Company (“First-Citizens”) upon First-Citizens entered into a purchase and assumption agreement for all deposits and loans of Silicon Valley Bridge Bank. Covenants The SVB Loan Agreement included a minimum interest expense per month of $ 20 In addition, pursuant to the SVB Loan Agreement, the Company was not permitted to pay any dividends without the prior written consent of SVB. Bridge Loan On November 30, 2022 (the “Effective Date”), the Company and Slingshot Capital, LLC (“Slingshot Capital”) entered into a Bridge Loan Agreement (the “Bridge Loan Agreement”) pursuant to which Slingshot Capital agreed to make available a bridge loan in the principal amount up of up to $ 1,500,000 1,000,000 500,000 Principal amounts borrowed under the Bridge Loan Agreement bear interest for the period from the Effective Date until February 28, 2023 of 8.00% 14.00% 18% In connection with the Bridge Loan Agreement, the Company, Slingshot Capital, and Silicon Valley Bank (the “Senior Lender”) executed a subordination agreement (the “Subordination Agreement”) on November 30, 2022. The Loan Agreement is subordinated to the outstanding indebtedness and obligations under the Company’s senior credit facility. Subject to the Senior Lender’s written consent, the Company shall grant Slingshot Capital a second-priority security interest in all of the Company’s collateral, which shall be subordinated to any and all security interests granted to the Senior Lender and at all times shall be limited to the same collateral granted to the Senior Lender under the senior credit facility. Principal and interest are not due and payable until the maturity date, which is January 15, 2024, unless the Company’s senior credit facility with the Senior Lender is paid in full in cash on an earlier date. The Company reimbursed Slingshot Capital $ 20,000 On December 6, 2023, the Company and Slingshot Capital entered into a Debt Conversion Agreement (“Conversion Agreement”) pursuant to which the Company agreed to issue 734,343 1.533 1,000,000 125,778 Slingshot Capital is owned by the Company’s former Chairperson of the Board and a former Board of Director, Jeremy Hitchcock and Elizabeth Hitchcock, respectively. Government Loans The Company participated in the Coronavirus Aid, Relief, and Economic Security Act and received an aggregate $ 1,128,000 1% 20,000 1,048,000 34,000 26,000 no |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Leases | (6) Leases The Company performs most of the final assembly, testing, packaging, warehousing and distribution at two production and warehouse facilities, totalling approximately 24,000 9 101 110 In May 2020, the Company signed a two-year lease agreement for 3,218 The agreement includes a one-time option to cancel the second year of lease with three months advance notice 55 54 5 The Company leases the facility that comprises its headquarters at 848 Elm Street in Manchester, NH. The facility lease agreement was effective from August 1, 2019 to July 31, 2021 and was renewed for a one-year extension until July 31, 2022. On July 18, 2022, the lease agreement was amended to a month-to-month lease arrangement and may be terminated by either party with a 60-day notice. The facility lease agreement provides for the lease of 2,656 42 33 The components of lease costs were as follows: Schedule of components of lease costs Years ended 2023 2022 Operating lease costs $ 155,379 $ 181,361 Short-term lease costs 41,550 29,740 Total lease costs $ 196,929 $ 211,101 The weighted-average remaining lease term and discount rate were as follows: Schedule of weighted average remaining lease term and discount rate Years ended 2023 2022 Operating leases: Weighted average remaining lease term (years) 0.4 1.1 Weighted average discount rate 4.2 % 4.2 % Supplemental cash flow information and non-cash activity related to our operating leases are as follows: Schedule of supplemental cash flow information related to operating leases Years ended 2023 2022 Operating cash flow information: Amounts included in measurement of lease liabilities $ 150,968 $ 172,730 Non-cash activities: ROU asset obtained in exchange for lease liability $ - $ 103,914 The maturity of the Company’s operating lease liabilities as of December 31, 2023 were as follows: Schedule of maturity of operating lease liabilities Years ended December 31, 2024 $ 22,794 Total lease payments $ 22,794 Less: imputed interest (282 ) Present value of operating lease liabilities $ 22,512 Operating lease liabilities, current $ 22,512 Operating lease liabilities, noncurrent $ - |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | ( 7) COMMITMENTS AND CONTINGENCIES (a) Contingencies The Company is a party to various lawsuits and administrative proceedings arising in the ordinary course of business. The Company evaluates such lawsuits and proceedings on a case-by-case basis, and its policy is to vigorously contest any such claims which it believes are without merit. The Company reviews the status of its legal proceedings and records a provision for a liability when it is considered probable that both a liability has been incurred and the amount of the loss can be reasonably estimated. This review is updated periodically as additional information becomes available. If either or both of the criteria are not met, the Company reassesses whether there is at least a reasonable possibility that a loss, or additional losses, may be incurred. If there is a reasonable possibility that a loss may be incurred, the Company discloses the estimate of the amount of the loss or range of losses, that the amount is not material, or that an estimate of the loss cannot be made. The Company expenses its legal fees as incurred. In the ordinary course of their business, the Company and its subsidiaries are subject to lawsuits, arbitrations, claims, and other legal proceedings in connection with their business. Some of the legal actions include claims for substantial or unspecified compensatory and/or punitive damages. A substantial adverse judgment or other unfavorable resolution of these matters could have a material adverse effect on the Company’s financial condition, results of operations, and cash flows. Management believes that the Company has adequate legal defenses with respect to the legal proceedings to which it is a defendant or respondent, and that the outcome of these pending proceedings is not likely to have a material adverse effect on the financial condition, results of operations, or cash flows of the Company. However, the Company is unable to predict the outcome of these matters. (b) Commitments The Company was a party to a license agreement with Motorola Mobility LLC pursuant to which the Company has an exclusive license to use certain trademarks owned by Motorola Trademark Holdings, LLC for the manufacture, sale and marketing of consumer cable modem products, consumer routers, WiFi range extenders, MoCa adapters, cellular sensors, home powerline network adapters, and access points worldwide through a wide range of authorized sales channels. The license agreement had a term ending December 31, 2025 prior to its cancellation in 2023. In connection with the license agreement, the Company had committed to reserve a certain percentage of wholesale prices for use in advertising, merchandising and promotion of the related products. Additionally, the Company was required to make quarterly royalty payments equal to a certain percentage of the preceding quarter’s net sales with minimum annual royalty payments. Following the Company’s agreement with Motorola Mobility LLC on January 22, 2024, the Company’s quarterly royalty payments current and future obligations were satisfied in exchange for certain assets of the Company (refer to Note 12). Royalty expense under the License Agreement amounted to $ 6,600,000 6,600,000 On January 22, 2024, the Company, entered into a Letter Agreement re Product Purchase (the “Letter Agreement”) and a Debt Settlement Agreement (the “Settlement Agreement,” and with the Letter Agreement, the “Agreements”) with Motorola Mobility, LLC (“Motorola”). Pursuant to the Letter Agreement, the Company (A) initially transferred a portion of its inventory to Motorola and (B) agreed to transfer the reminder of such inventory upon receipt of certain funding in order to satisfy liabilities owed to Motorola, while agreeing to continue to provide certain customer and technical support. Pursuant to the Settlement Agreement, the Company agreed (i) to pay Motorola a settlement amount of $1,167,071 and (ii) to transfer additional funds as collected from the Company’s customers in an amount up to $263,752. The Company believes that the Agreements, together with arrangements it has finalized with other major vendors, will allow the Company to streamline its operations while reducing its current liabilities. (c) Vendor Obligation Releases In its efforts to manage its liquidity and cash-flow position, the Company negotiated and executed liability release agreements with certain vendors in Q4 2023 who comprised $ 5.0 1.4 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | (8) STOCKHOLDERS’ EQUITY In July 2021, the Company’s shareholders voted to increase the number of authorized shares of capital stock to 62,000,000 60,000,000 2,000,000 On April 17, 2023, the Company effected a 25:1 reverse stock split Preferred Stock The Company is authorized to issue 2,000,000 0.001 no The Board of Directors may determine the rights, preferences, privileges, qualifications, limitations and restrictions granted or imposed upon any series of preferred stock. Common Stock The Company is authorized to issue 60,000,000 0.01 2,632,809 1,877,970 Equity Compensation Plans In July 2019, the Company terminated the 2009 Stock Option Plan and the 2009 Directors Option Plan (collectively, the “Prior Plans”) and adopted the 2019 Stock Option Plan (the “2019 Stock Options Plan”) and the 2019 Directors Option Plan (the “2019 Directors Option Plan”) (collectively, the “2019 Plans”, and together with the Prior Plans, the “Plans”). The purpose of the 2019 Plans is to provide certain incentive and non-statutory stock options to employees, directors and certain non-employees. As a result, the Company may not grant any additional awards under the Prior Plans. The Prior Plans will continue to govern outstanding stock options previously granted thereunder. The Company has initially reserved 160,000 40,000 The 2019 Plans authorize grants to purchase shares of authorized but unissued common stock. Stock options can be granted with an exercise price no less than or equal to the stock’s fair market value at the date of grant. All awards have 10-year terms. The 2019 Plans permit incentive stock options, or ISOs and non-qualified stock options, or NSOs. If the stock options are granted to a 10% stockholder, then the exercise price per share may not be less than 110% of the fair market value per share of the Company’s common stock on the grant date. The board of directors sets the fair value and exercise price for the underlying shares at the grant date. On November 9, 2021, the Company’s Board of Directors approved the Omnibus Incentive Compensation Plan and Non-Employee Directors Compensation Plan (collectively, the “2021 Equity Plans”) and terminated the 2019 Plans. The purpose of the 2021 Equity Plans is to provide certain incentive and non-statutory stock options, restricted stock, restricted stock units, and stock appreciation rights to employees, directors, and certain non-employees. As a result, the Company may not grant any additional awards under the 2019 Plans. The Prior Plans and the 2019 Plans will continue to govern outstanding stock options previously granted thereunder. The Company has initially reserved 120,000 50,000 Stock Option Activity Stock option activity under Stock Option Plans was as follows: Summary of stock option activity Outstanding Options Weighted average exercise price Weighted Aggregate Intrinsic Value Outstanding at December 31, 2021 94,583 $ 36.75 2.80 $ 10.50 Granted - - - - Exercised (17,233 ) 13.75 - - Forfeited (38,424 ) 36.75 - - Outstanding at December 31, 2022 38,926 $ 46.75 2.20 $ 10.50 Granted - - - - Exercised - - - - Forfeited (38,926 ) 46.75 - - Outstanding at December 31, 2023 - $ - - $ - Exercisable at December 31, 2023 - $ - - $ - There were no options granted during 2023 and 2022 under the stock option plan. The total intrinsic value of options exercised during the years ended December 31, 2023 and 2022 was $ 0 140 The total fair value of options that vested during the years ended December 31, 2023 and 2022 was $ 162 710 0 Stock-based Valuation Assumptions During 2023 and 2022, the Company did no no Restricted Stock Units During 2023, the Company granted 14,831 80 0 118 692 0 A summary of plan activity for the 2021 Equity Plans is as follows: Schedule of restricted stock units Weighted Average Units Grant Date Fair value Unvested at December 31, 2021 48,956 $ 31.00 Granted 34,080 15.50 Vested (25,331 ) 21.00 Forfeited (13,189 ) 34.75 Unvested at December 31, 2022 44,516 $ 23.75 Granted 14,831 5.39 Vested (20,498 ) (21.63 ) Forfeited (38,849 ) (17.86 ) Unvested at December 31, 2023 - $ - Stock-based Compensation Expense The following table sets forth stock-based compensation expense included in the Company’s consolidated statements of operations: Schedule of stock based compensation expense Years ended 2023 2022 Cost of goods sold $ 17,205 $ 79,498 Sales and marketing 55,657 201,373 General and administrative 75,921 456,970 Research and development 130,612 432,754 Total stock-based compensation expense $ 279,395 $ 1,170,595 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | (9) INCOME TAXES Income tax expense consists of: Schedule of income taxes Current Deferred Total Year Ended December 31, 2022: U.S. Federal $ - $ - $ - State and local 59,846 - 59,846 Foreign 52,502 - 52,502 $ 112,348 $ - $ 112,348 Year Ended December 31, 2023: U.S. Federal $ - $ - $ - State and local 16,623 - 16,623 Foreign 25,996 - 25,996 $ 42,619 $ - $ 42,619 The principal components of deferred tax assets, net, were as follows at December 31: Schedule of deferred tax assets 2023 2022 Deferred income tax assets: Capitalized research and development $ - $ 1,234,710 Inventories 550,023 889,821 Accounts receivable 261,564 357,920 Accrued expenses 29,414 266,665 Net operating loss and tax credit carry forwards 19,244,464 14,742,578 Plant and equipment 85,332 39,311 Stock compensation - 120,661 Other – interest expense 293,932 187,990 Total deferred income tax assets 20,464,729 17,839,656 Valuation allowance (20,464,729 ) (17,839,656 ) Net deferred tax assets $ - $ - As of December 31, 2023, the Company had Federal net operating loss carry forwards of approximately $ 76.9 38.5 44.9 2.6 The Federal and state NOLs may be subject to certain limitations under Section 382 of the Internal Revenue Code, which could significantly restrict the Company’s ability to use the NOLs to offset taxable income in subsequent years. As result of changes made by the Tax Cuts and Jobs Act of 2017, that became effective as of January 1, 2022, the company is now required to capitalize for tax purposes certain research and development expenses and amortize domestic expenses over a 5 year period and foreign expenses over a 15 year period, resulting in a deferred tax asset for the capitalized amounts as reflected in the above table. The following is a reconciliation of the statutory Federal income tax rate to the actual effective income tax rate for continuing operations: Schedule of reconciliation of statutory federal income tax rate 2023 2022 Federal tax (benefit) rate 21 % 21 % Increase (decrease) in taxes resulting from: State income taxes 4 1 Change in valuation allowance (21 ) (9 ) Expiration of NOLs (5 ) (13 ) Expiration of stock options (1 ) (14 ) Permanent differences 1 (1 ) Changes in Federal and state rates 1 1 Effective income tax rate 0 % (1 )% The Company reviews annually the guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the financial statements. Tax positions must meet a “more-likely-than-not” recognition threshold. At December 31, 2023 and 2022, the Company did no No The Company files income tax returns in the U.S., India, and Mexico. Tax years subsequent to 2017 remain subject to examination for both U.S. Federal and state tax reporting purposes. Tax years subsequent to 2016 remain subject to examination for Mexico tax reporting purposes. The foreign income tax reported represents tax on operations for the Company that is located in a special economic zone in Mexico. Other than the Mexico facility, the Company has an India operation and has no other operations in a foreign location. The India operation had no tax obligations as of December 31, 2023. |
RETIREMENT PLAN
RETIREMENT PLAN | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
RETIREMENT PLAN | (10) RETIREMENT PLAN The Company sponsors a 401(k) retirement savings plan for employees. Effective January 1, 2022, the Company increased the Company match to an amount not to exceed 3% 20,500 6,500 22,500 98 179 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | (11) RELATED PARTY TRANSACTIONS The Company leases office space located at 848 Elm Street, Manchester, NH. The landlord is an affiliate entity owned by Mr. Hitchcock. The two-year facility lease agreement was effective from August 1, 2019, to July 31, 2021 and was extended to July 31, 2022. On July 18, 2022, the lease agreement was amended to a month-to-month lease arrangement and may be terminated by either party with a 60-day notice. The facility lease agreement provides for 2,656 42 33 On November 30, 2022, the Company and Slingshot Capital, LLC (“Slingshot Capital”) entered into a Bridge Loan Agreement (the “Bridge Loan Agreement”) pursuant to which Slingshot Capital agreed to make available a bridge loan in the principal amount up of up to $ 1,500,000 1,000,000 500,000 On December 6, 2023, the Company and Slingshot Capital entered into a Debt Conversion Agreement (“Conversion Agreement”) pursuant to which the Company agreed to issue 734,343 1.533 1,000,000 125,778 Slingshot Capital is owned by the Company’s former Chairperson of the Board and a former Board of Director, Jeremy Hitchcock and Elizabeth Hitchcock, respectively. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | (12) SUBSEQUENT EVENTS The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the financial statements to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The Company evaluated all subsequent events and determined that there are no material recognized or unrecognized subsequent events requiring disclosure, except as described below. Motorola License Agreements and Obligation On January 22, 2024, the Company entered into a Letter Agreement regarding Product Purchase (the “Letter Agreement”) and a Debt Settlement Agreement (the “Settlement Agreement,” and with the Letter Agreement, the “Agreements”) with Motorola Mobility, LLC (“Motorola”). Pursuant to the Letter Agreement, the Company and Motorola agreed to the termination of the License Agreement for modems and routers, effective January 1, 2016, as amended (the “Modem Agreement”) and the License Agreement for home security devices and services effective March 27, 2020, as amended (the “Home Security Agreement”) between Motorola and the Company (collectively, the “License Agreements”). The Company and Motorola agreed that the Company is obligated to pay $ 6.1 15.9 5.0 1.1 Sale of Preferred Stock On January 23, 2024, the Company, entered into a Securities Purchase Agreement (the “Purchase Agreement”) with David Lazar (“Lazar”), a member of the Company’s Board of Directors, whereby the Company will sell and whereby Lazar will purchase two million eight hundred thousand 2,800,000 0.01 1.00 2,800,000 2,800,000 Newly Appointed Chief Executive Officer/Chief Financial Officer On February 20, 2024, the Company entered into a three (3) year Employment Agreement (the “Agreement”) with David Lazar (“Lazar”). Pursuant to the Agreement, the Company engaged Mr. Lazar to act as the Chief Executive Officer and Chief Financial Officer (“CEO/CFO”) following the resignation of Jeremy Hitchcock after a certain transition period. Mr. Lazar will have the customary powers and responsibilities of a CEO/CFO of a corporation of the size and type of the Company. Merger Agreement with e2 Companies, LLC On March 12, 2024, the “Company”, and its wholly owned subsidiary, MME Sub 1 LLC, which was formed in March 2024, a Florida limited liability company (“Merger Sub”), entered into an Agreement and Plan of Merger (“Merger Agreement”) with e2Companies LLC, a Florida limited liability company (“e2Companies”). Pursuant to the Merger Agreement, Merger Sub will merge with and into e2Companies, with e2Companies remaining as the surviving entity (the “Merger”). Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), holders of the outstanding common units of e2Companies (“e2 Shares”) will receive such number of shares of common stock, par value $ 0.01 Pursuant to the terms of the Merger Agreement, the Company has agreed to appoint upon the Effective Time, two individuals selected by the Company to the Company’s board of directors. The Merger Agreement contains representations and warranties, closing deliveries and indemnification provisions customary for a transaction of this nature. The closing of the Merger is conditioned upon, among other things, (i) the Company Shares to be issued in the Merger (“Merger Consideration”) being approved for listing on the Nasdaq Capital Market (“Nasdaq”), (ii) the effectiveness of a registration statement on Form S-4 registering the Merger Consideration; (iii) any waiting period applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, will have expired or been terminated; and (iv) the consent or approval of the Company’s stockholders, as applicable, of (a) the Merger, (b) the issuance of the Merger Consideration, and (c) an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to among other things, change the Company’s name to e2Companies, Inc. following the Merger (the “Stockholder Approvals”). The Merger Agreement may be terminated under certain customary and limited circumstances prior to the closing including by the mutual consent of the Company and e2Companies if the closing has not occurred by June 15, 2024, subject to the right of either party to gain a 30 day extension, and including, but not limited to, if the Stockholder Approvals have not been obtained, if the Company Shares are delisted from Nasdaq and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), upon uncured breaches of representations, warranties and covenants or if a court of competent jurisdiction permanently restrains the Merger from occurring. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash As of December 31, 2022, the restricted cash balance of $500 500,000 no The Company considers all highly liquid investments purchased with an original maturity of three months or less at the date of purchase to be cash equivalents. As of December 31, 2023 and 2022, the Company’s cash equivalents were held in institutions in the U.S. and include deposits in higher-interest bank accounts which were unrestricted as to withdrawal or use. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents, restricted cash and accounts receivable. Substantially all the Company’s cash and cash equivalents and restricted cash are held at one financial institution, Silicon Valley Bank, which was placed into receivership by the FDIC on March 9, 2023. On March 10, 2023, the Silicon Valley Bank depositor accounts and loan facilities, including the Company’s bank accounts and line of credit, were transferred to Silicon Valley Bridge Bank. Through Silicon Valley Bridge Bank, the Company’s bank balances are fully insured by the FDIC and the line of credit facility remains operational, allowing the Company to draw from it as required. The Company has not experienced any credit losses on its cash and cash equivalents and restricted cash through December 31, 2023 and has not experienced any credit losses as of the date of filing this Form 10-K For the year ended December 31, 2023, two customers accounted for 10% or greater individually, and 80% 87% 96% 75% The Company depends on many third-party suppliers for key components contained in its product offerings. For some of these components, the Company may only use a single source supplier, in part due to the lack of alternative sources of supply. During 2023 and 2022, the Company had one and two suppliers that provided 86% 93% |
Accounts Receivable, Net | Accounts Receivable, Net Accounts receivable are recorded at invoice value, net of any allowance for doubtful accounts that are based on credit losses. Estimates of the allowance for doubtful accounts are determined based on existing contractual payment terms, historical payment patterns of customers, and individual customer circumstances. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the failure or inability of its customers to make required payments. In determining the allowance for doubtful accounts, the Company considers the probability of recoverability of its accounts receivable based on past experience, taking into account current collection trends as well as general economic factors. Credit risks are assessed based on historical write-offs, net of recoveries, as well as analysis of the aged accounts receivables balances with allowances generally increasing as the receivables age. |
Inventories | Inventories Inventories are stated at the lower of cost, or net realizable value. Cost is determined using the weighted average cost method, which approximates actual costs as determined on a first-in, first-out basis. The Company regularly monitors inventory quantities on hand and records write-downs for excess and obsolete inventories based on the Company’s estimate of demand for its products, potential obsolescence of technology, product life cycles and whether pricing trends or forecasts indicate that the carrying value of inventory exceeds its estimated selling price. These factors are impacted by market and economic conditions, technology changes and new product introductions and require significant estimates that may include elements that are uncertain. Actual demand may differ from forecasted demand and may have a material effect on gross profit. If inventory is written down, a new cost basis is established that cannot be increased in future periods. The carrying value of inventories is reduced for any difference between cost and net realizable value of inventories that is determined to be obsolete or unmarketable, based upon assumptions about future demand and market conditions. |
Equipment, net | Equipment, net Equipment is stated at cost, net of accumulated depreciation. Depreciation is generally computed using the straight-line method based on the estimated useful lives of the assets, which is generally three to five years. Maintenance and repairs are charged to expense as incurred. Significant improvements that substantially enhance the useful life of an asset are capitalized and depreciated. When assets are retired or disposed of, the cost together with related accumulated depreciation is removed from the balance sheet and any resulting gain or loss is reflected in the Company’s statements of operations in the period realized. |
Goodwill | Goodwill The Company records goodwill when consideration paid in a business acquisition exceeds the value of the net assets acquired. The Company’s estimates of fair value are based upon assumptions believed to be reasonable at the time, but such estimates are inherently uncertain and unpredictable. Assumptions may be incomplete or inaccurate and unanticipated events or circumstances may occur, which may affect the accuracy or validity of such assumptions, estimates or actual results. Goodwill is not amortized but rather is tested for impairment annually in the fourth quarter or more frequently, if facts and circumstances warrant a review. Circumstances that could trigger an impairment test include, but are not limited to, a significant adverse change in the business climate or legal factors, an adverse action or assessment by a regulator, or unanticipated competition. The Company has determined that there is a single reporting unit for the purpose of conducting the goodwill impairment assessment. In accordance with ASC Topic 350, Intangibles—Goodwill and Other, we first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. If after assessing the totality of events or circumstances, we determine that it is more likely than not (i.e. greater than 50% likelihood) that the fair value of the reporting unit is less than its carrying amount, then the quantitative test is required. The quantitative goodwill impairment test requires us to estimate and compare the fair value of the reporting unit, determined using an income approach and a market approach, with its carrying value. If the fair value of the reporting unit exceeds the carrying value of the net assets, goodwill is not impaired. If the fair value of the reporting unit is less than the carrying value, the difference is recorded as an impairment loss up to the amount of goodwill. Application of the goodwill impairment test requires judgments, including identification of the reporting units, assigning goodwill to reporting units, a qualitative assessment to determine whether there are any impairment indicators, and determining the fair value of each reporting unit which often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, asset lives and market multiples, among other items. There is no assurance that the actual future earnings or cash flows of the reporting unit will not decline significantly from the projections used in the impairment analysis. As part of the Company’s annual impairment test, which determined that the carrying amount of its single reporting unit exceeded its fair value, the Company recorded a goodwill impairment charge of $ 0 58,872 |
Intangible Assets and Long-Lived Assets | Intangible Assets and Long-Lived Assets Intangible assets are comprised of developed technology (ERP system), purchased technology (web domain), and customer relationships acquired through business combinations. All of the Company’s intangible assets are amortized using the straight-line method over their estimated useful life. The Company capitalizes certain implementation costs related to its cloud-based enterprise resourcing planning (“ERP”) system. Costs incurred during the application development stage are capitalized. Costs incurred in the preliminary stages of development are expensed as incurred. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable that the expenditures will result in additional functionality. Capitalized implementation costs are amortized on a straight-line basis over its estimated useful life, however there were no The Company reviews long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted cash flows estimated to be generated by those assets over their estimated economic life to the related carrying value of those assets to determine if the assets are impaired. If an impairment is indicated, the asset is written down to its estimated fair value. The cash flow estimates used to identify the potential impairment reflect our best estimates using appropriate assumptions and projections at that time. In evaluating potential impairment of these assets, we specifically consider whether any indicators of impairment are present, including, but not limited to: ● whether there has been a significant adverse change in the business climate that affects the value of an asset: ● whether there has been a significant change in the extent or way an asset is used; and ● whether there is an expectation that the asset will be sold or disposed of before the end of its originally estimated useful life. For the years ended December 31, 2023 and 2022, respectively, the Company recorded an impairment charge of $ 0 67 |
Leases | Leases The Company determines if an arrangement is a lease at inception by assessing whether the arrangement contains an identified asset and whether it has the right to control the identified asset. Right-of-use (ROU) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease liabilities are recognized at the lease commencement date based on the present value of future lease payments over the lease term. ROU assets are based on the measurement of the lease liability and also include any lease payments made prior to or on lease commencement and exclude lease incentives and initial direct costs incurred, as applicable. As the implicit rate in the Company’s leases is generally unknown, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The lease terms may include options to extend or terminate the lease when the Company is reasonably certain it will exercise such options. Lease costs for the Company’s operating leases are recognized on a straight-line basis over the reasonably assured lease term. Variable lease payments include lease operating expenses. Lease expense for operating leases is recognized on a straight-line basis over the lease term. Lease expense is included in general and administrative expenses on the consolidated statements of operations. The Company has elected to not separate lease and non-lease components for any leases within its existing classes of assets and, as a result, accounts for any lease and non-lease components as a single lease component. The Company has also elected to not apply the recognition requirement to any leases within its existing classes of assets with a term of 12 months or less and does not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. |
Other Assets | Other Assets Other assets are stated at cost, less accumulated amortization, and primarily include certain certification costs and long-term insurance policies. Certain certification costs incurred that are necessary to market and sell products are capitalized and reported as “other assets” in the accompanying consolidated balance sheets when the costs are measurable, significant, and relating to products that are projected to generate revenue beyond twelve months. These costs are amortized over an 18- month period, beginning when the related products are available to be sold. As of December 31, 2023 and 2022, the balance outstanding for certifications costs, net of accumulated amortization, was $ 417 402 The long-term insurance policies are amortized over the term of the coverage period. As of December 31, 2023 and 2022, the balance outstanding for long-term insurance policies, net of accumulated amortization, was $ 47 71 |
Income Taxes | Income Taxes We compute deferred income taxes based on the differences between the financial statement and tax basis of assets and liabilities using enacted rates in effect in the years in which the differences are expected to reverse. We establish a valuation allowance to offset temporary deductible differences, net operating loss carryforwards and tax credits when it is more likely than not that the deferred tax assets will not be realized. We recognize the tax benefit from an uncertain tax position only if it is more-likely-than-not that the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the tax position. The evaluation of an uncertain tax position is based on factors that include, but are not limited to, changes in the tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, and changes in facts or circumstances related to a tax position. Any changes to these estimates, based on the actual results obtained and/or a change in assumptions, could impact our tax provision in future periods. Interest and penalty charges, if any, related to unrecognized tax benefits would be classified as a provision for income tax in the consolidated statements of operations. |
Loss Per Common Share | Loss Per Common Share Basic loss per share is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding. Diluted earnings per share is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding plus additional common shares that would have been outstanding if dilutive potential common shares had been issued. For the purposes of this calculation, stock options are considered common stock equivalents in periods in which they have a dilutive effect. Stock options that are antidilutive are excluded from the calculation. Net loss per share for the year ended December 31, 2023 and 2022, respectively, are as follows: Schedule of net income (loss) per share Years ended 2023 2022 Numerator: Net loss $ (17,633,924 ) $ (15,549,244 ) Denominator: Weighted average common shares - basic 1,941,800 1,855,965 Effect of dilutive common share equivalents - - Weighted average common shares - dilutive 1,941,800 1,855,965 Basic and diluted net loss per share $ (9.08 ) $ (8.38 ) Diluted loss per common share for the years ended December 31, 2023 and 2022 excludes the effects of 0 36,318 |
Revenue Recognition | Revenue Recognition The Company primarily sells hardware products to its customers. The hardware products include cable modems and gateways, mobile broadband modems, wireless routers, MoCA adapters and mesh home networking devices. The Company derives its net sales primarily from the sales of hardware products to computer peripherals retailers, computer product distributors, OEMs, and direct to consumers and other channel partners via the Internet. The Company accounts for point-of-sale taxes on a net basis. The Company also sells and earns revenues from Software as a Service (“SaaS”), including services that enable and secures a better-connected home with the AI-driven smart home WiFi management and security platform. Customers do not have the contractual right or ability to take possession of the hosted software. The Company has concluded that transfer of control of its hardware products transfers to the customer upon shipment or delivery, depending on the delivery terms of the purchase agreement. Revenues from sales of hardware products are recognized at a point in time upon transfer of control. The SaaS agreements are offered over a defined contract period, generally one year, and are sold to Internet service providers, who then promote the services to their subscribers. These services are available as an on-demand application over the defined term. The agreements include service offerings, which deliver applications and technologies via cloud-based deployment models that the Company develops functionality for, provides unspecified updates and enhancements for, and hosts, manages, provides upgrade and support for the customers’ access by entering into solution agreements for a stated period. The monthly fees charged to the customers are based on the number of subscribers utilizing the services each month, and the revenue recognized generally corresponds to the monthly billing amounts as the services are delivered. Multiple Performance Obligations The Company has hardware products that include SaaS services as a bundled product. The Company accounts for these sales in accordance with the multiple performance obligation guidance of ASC Topic 606. For multiple performance obligation contracts, the Company accounts for the promises separately as individual performance obligations if they are distinct. Performance obligations are determined to be distinct if they are both capable of being distinct and distinct within the context of the contract. In determining whether performance obligations meet the criteria of being distinct, the Company considers a number of factors, such as degree of interrelation and interdependence between obligations, and whether or not the good or service significantly modifies or transforms another good or service in the contract. SaaS included with certain hardware products is considered distinct from the hardware, and therefore the hardware and SaaS offerings are treated as separate performance obligations. After identifying the separate performance obligations, the transaction price is allocated to the separate obligations on a relative standalone selling price basis (“SSP”). SSP’s are generally determined based on the prices charged to customers when the performance obligation is sold separately or using an adjusted market assessment. The estimated SSP of the hardware and SaaS offerings are directly observable from the sales of those products and SaaS based on a range of prices. Revenue is recognized for each distinct performance obligation as control is transferred to the customer. Revenue attributable to hardware products bundled with SaaS offerings are recognized at the time control of the product transfers to the customer. The transaction price allocated to the SaaS offering is recognized ratably beginning when the customer is expected to activate their account and over a three-year period that the Company has estimated based on the expected replacement of the hardware. Other considerations of ASC 606 include the following: ● Returned Goods 578 982 ● Warranties no ● Price protection ● Volume Rebates and Promotion Programs Contract Balances Accounts receivable is recorded when the Company has an unconditional right to the consideration. When the timing of the Company’s delivery of goods or services is different from the timing of payments made by customers, the Company recognize either a contract asset (performance precedes contractual due date) or a contract liability (customer payment precedes performance). When a customer prepays, that payment is reflected as deferred revenue until the performance obligation is satisfied. Contract assets consist of unbilled receivables (see Note 3). The Company’s business is controlled as a single operating segment that consists of the manufacture and sale of cable modems and gateway, and the majority of the Company’s customers are retailers and distributors. |
Stock-Based Compensation Expense | Stock-Based Compensation Expense Stock-based compensation expense relates to stock options with a service condition and restricted stock units (RSUs). Stock-based compensation expense for the Company’s stock-based awards is based on their grant date fair value. Service-based options initially granted to an optionee generally vest at a rate of 25% The Black-Scholes model considers several variables and assumptions in estimating the fair value of service-based stock options. These variables include the per share fair value of the underlying common stock, exercise price, expected term, risk-free interest rate, expected annual dividend yield and expected stock price volatility over the expected term. The risk-free interest rate is based on the yield available on U.S. Treasury zero-coupon issues similar in duration to the expected term of the equity-settled award. RSUs initially granted to an optionee generally vest at a rate of 25% |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred and reported in selling expense in the accompanying consolidated statements of operations, and include costs of advertising, production, trade shows, and other activities designed to enhance demand for the Company’s products. The Company reported advertising costs of approximately $ 2.0 4.0 |
Shipping and Freight Costs | Shipping and Freight Costs The Company records the expense associated with customer-delivery, shipping and freight costs in selling and marketing expense. The Company reported shipping and freight costs of $ 363 452 |
Segment | Segment The Company operates as a single operating segment. The Company’s chief operating decision maker, its Chief Executive Officer, reviews financial information on an aggregate basis for the purposes of allocating resources and evaluating financial performance. The Company’s primary operation is in the United States, and it has derived substantially all of its revenue from sales to customers in the U.S. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments Credit Losses — Measurement of Credit Losses on Financial Instruments. There have been no other new accounting pronouncements that have significance, or potential significance, to the Company’s financial position, results of operations and cash flows . |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of net income (loss) per share | Schedule of net income (loss) per share Years ended 2023 2022 Numerator: Net loss $ (17,633,924 ) $ (15,549,244 ) Denominator: Weighted average common shares - basic 1,941,800 1,855,965 Effect of dilutive common share equivalents - - Weighted average common shares - dilutive 1,941,800 1,855,965 Basic and diluted net loss per share $ (9.08 ) $ (8.38 ) |
REVENUE AND OTHER CONTRACTS W_2
REVENUE AND OTHER CONTRACTS WITH CUSTOMERS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of contract balances | Schedule of contract balances December 31, 2023 2022 Accounts receivable $ 701,377 $ 2,758,406 Deferred revenue - current $ - $ 633,542 Deferred revenue - noncurrent $ - $ 771,738 |
Schedule of change in contract balances | Schedule of change in contract balances Balance at December 31, 2022 $ 1,405,280 Billings 767,832 Revenue recognized (2,173,112 ) Balance at December 31, 2023 $ - |
Schedule of disaggregation of revenue by distribution channel | Schedule of disaggregation of revenue by distribution channel Years ended 2023 2022 Retailers $ 23,675,014 $ 48,728,624 Distributors 88,847 654,428 Other 2,342,770 1,239,091 $ 26,106,271 $ 50,622,143 The following table sets forth our revenues by product: Years ended 2023 2022 Cable Modems & gateways $ 23,972,004 $ 48,433,757 Other networking products 571,517 1,276,849 Software as a Service 1,562,750 911,537 $ 26,106,271 $ 50,622,143 |
BALANCE SHEET COMPONENTS (Table
BALANCE SHEET COMPONENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of inventories | Schedule of inventories December 31, 2023 2022 Materials $ 210,318 $ 397,133 Work in process 1,640,347 5,842,251 Finished goods 8,101,982 19,175,822 Total $ 9,952,647 $ 25,415,206 |
Schedule of equipment | Schedule of equipment December 31, Estimated 2023 2022 lives in years Computer hardware and software $ 603,836 $ 497,913 3 Machinery and equipment 726,326 725,568 5 Molds, tools and dies 1,242,711 1,187,541 5 Office furniture and fixtures 79,147 78,728 5 2,652,020 2,489,750 Accumulated depreciation (2,219,515 ) (1,852,777 ) $ 432,505 $ 636,973 |
Schedule of intangible assets | Schedule of intangible assets Estimated As of December 31, 2023 As of December 31, 2022 Useful Gross Gross Life Carrying Accumulated Carrying Accumulated (in years) Amount Amortization Net Amount Amortization Net Customized internal use software 2.5 $ - $ - $ - $ 230,106 $ (207,399 ) $ 22,707 Acquired web domain 5.0 86,732 (53,485 ) 33,247 86,732 (36,138 ) 50,594 $ 86,732 $ (53,485 ) $ 33,247 $ 316,838 $ (243,537 ) $ 73,301 |
Schedule of annual amortization expenses | Schedule of annual amortization expenses Years ended December 31, 2024 $ 17,346 2025 15,901 Total $ 33,247 |
Schedule of accrued expenses | Schedule of accrued expenses December 31, 2023 2022 Inventory purchases $ - $ 24,901 Payroll and related benefits - 430,358 Professional fees 229,950 290,588 Royalty costs - 1,650,000 Sales allowances 697,884 1,226,856 Sales and use tax 150,009 113,200 Other - 704,821 Total accrued other expenses $ 1,077,843 $ 4,440,724 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Schedule of components of lease costs | Schedule of components of lease costs Years ended 2023 2022 Operating lease costs $ 155,379 $ 181,361 Short-term lease costs 41,550 29,740 Total lease costs $ 196,929 $ 211,101 |
Schedule of weighted average remaining lease term and discount rate | Schedule of weighted average remaining lease term and discount rate Years ended 2023 2022 Operating leases: Weighted average remaining lease term (years) 0.4 1.1 Weighted average discount rate 4.2 % 4.2 % |
Schedule of supplemental cash flow information related to operating leases | Schedule of supplemental cash flow information related to operating leases Years ended 2023 2022 Operating cash flow information: Amounts included in measurement of lease liabilities $ 150,968 $ 172,730 Non-cash activities: ROU asset obtained in exchange for lease liability $ - $ 103,914 |
Schedule of maturity of operating lease liabilities | Schedule of maturity of operating lease liabilities Years ended December 31, 2024 $ 22,794 Total lease payments $ 22,794 Less: imputed interest (282 ) Present value of operating lease liabilities $ 22,512 Operating lease liabilities, current $ 22,512 Operating lease liabilities, noncurrent $ - |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Summary of stock option activity | Summary of stock option activity Outstanding Options Weighted average exercise price Weighted Aggregate Intrinsic Value Outstanding at December 31, 2021 94,583 $ 36.75 2.80 $ 10.50 Granted - - - - Exercised (17,233 ) 13.75 - - Forfeited (38,424 ) 36.75 - - Outstanding at December 31, 2022 38,926 $ 46.75 2.20 $ 10.50 Granted - - - - Exercised - - - - Forfeited (38,926 ) 46.75 - - Outstanding at December 31, 2023 - $ - - $ - Exercisable at December 31, 2023 - $ - - $ - |
Schedule of restricted stock units | Schedule of restricted stock units Weighted Average Units Grant Date Fair value Unvested at December 31, 2021 48,956 $ 31.00 Granted 34,080 15.50 Vested (25,331 ) 21.00 Forfeited (13,189 ) 34.75 Unvested at December 31, 2022 44,516 $ 23.75 Granted 14,831 5.39 Vested (20,498 ) (21.63 ) Forfeited (38,849 ) (17.86 ) Unvested at December 31, 2023 - $ - |
Schedule of stock based compensation expense | Schedule of stock based compensation expense Years ended 2023 2022 Cost of goods sold $ 17,205 $ 79,498 Sales and marketing 55,657 201,373 General and administrative 75,921 456,970 Research and development 130,612 432,754 Total stock-based compensation expense $ 279,395 $ 1,170,595 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of income taxes | Schedule of income taxes Current Deferred Total Year Ended December 31, 2022: U.S. Federal $ - $ - $ - State and local 59,846 - 59,846 Foreign 52,502 - 52,502 $ 112,348 $ - $ 112,348 Year Ended December 31, 2023: U.S. Federal $ - $ - $ - State and local 16,623 - 16,623 Foreign 25,996 - 25,996 $ 42,619 $ - $ 42,619 |
Schedule of deferred tax assets | Schedule of deferred tax assets 2023 2022 Deferred income tax assets: Capitalized research and development $ - $ 1,234,710 Inventories 550,023 889,821 Accounts receivable 261,564 357,920 Accrued expenses 29,414 266,665 Net operating loss and tax credit carry forwards 19,244,464 14,742,578 Plant and equipment 85,332 39,311 Stock compensation - 120,661 Other – interest expense 293,932 187,990 Total deferred income tax assets 20,464,729 17,839,656 Valuation allowance (20,464,729 ) (17,839,656 ) Net deferred tax assets $ - $ - |
Schedule of reconciliation of statutory federal income tax rate | Schedule of reconciliation of statutory federal income tax rate 2023 2022 Federal tax (benefit) rate 21 % 21 % Increase (decrease) in taxes resulting from: State income taxes 4 1 Change in valuation allowance (21 ) (9 ) Expiration of NOLs (5 ) (13 ) Expiration of stock options (1 ) (14 ) Permanent differences 1 (1 ) Changes in Federal and state rates 1 1 Effective income tax rate 0 % (1 )% |
NATURE OF OPERATIONS AND BASI_2
NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Apr. 17, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | |||
Restricted cash and cash equivalents, current | $ 709,322 | $ 1,030,110 | |
Net loss | 17,633,924 | 15,549,244 | |
Used cash in operation | 4,849,555 | (12,170,073) | |
Cash from investing and financing activities | 5,200,000 | ||
Accumulated deficit | 92,468,778 | 74,834,854 | |
Cash and cash equivalents | $ 709,322 | $ 530,110 | |
Reverse stock split | 25:1 reverse stock split |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Net loss | $ (17,633,924) | $ (15,549,244) |
Weighted average common shares - basic | 1,941,800 | 1,855,965 |
Effect of dilutive common share equivalents | ||
Weighted average common shares - dilutive | 1,941,800 | 1,855,965 |
Basic net loss per share | $ (9.08) | $ (8.38) |
Diluted net loss per share | $ (9.08) | $ (8.38) |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Product Information [Line Items] | ||
Restricted cash | $ 0 | $ 500,000 |
Goodwill impairment charge | 0 | 58,872 |
Capitalized implementation costs | 0 | 0 |
Impairment charge | 67,415 | |
Net of accumulated amortization of certification costs | 417,000 | 402,000 |
Net of accumulated amortization | $ 47,000 | $ 71,000 |
Anti-dilutive securities | 0 | 36,318 |
Sales returns accrual | $ 578,000 | $ 982,000 |
Rebate and promotion accrual | $ 0 | 0 |
Service-based options granted to option vested rate | 25% | |
Advertising costs | $ 2,000,000 | 4,000,000 |
Shipping and freight costs | $ 363,000 | 452,000 |
Restricted Stock Units (RSUs) [Member] | ||
Product Information [Line Items] | ||
Service-based options granted to option vested rate | 25% | |
Customer Relationships [Member] | ||
Product Information [Line Items] | ||
Impairment charge | $ 0 | $ 67,000 |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Two Customers [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 80% | 87% |
Revenue Benchmark [Member] | Supplier Concentration Risk [Member] | One Supplier [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 86% | 93% |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Two Customers [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 75% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | One Customers [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 96% |
REVENUE AND OTHER CONTRACTS W_3
REVENUE AND OTHER CONTRACTS WITH CUSTOMERS (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable | $ 701,377 | $ 2,758,406 |
Deferred revenue - current | 633,542 | |
Deferred revenue - noncurrent | $ 771,738 |
REVENUE AND OTHER CONTRACTS W_4
REVENUE AND OTHER CONTRACTS WITH CUSTOMERS (Details 1) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Beginning balance | $ 1,405,280 |
Billings | 767,832 |
Revenue recognized | (2,173,112) |
Ending balance |
REVENUE AND OTHER CONTRACTS W_5
REVENUE AND OTHER CONTRACTS WITH CUSTOMERS (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 26,106,271 | $ 50,622,143 |
Retailers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 23,675,014 | 48,728,624 |
Distributors [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 88,847 | 654,428 |
Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 2,342,770 | 1,239,091 |
Cable Modems & gateways [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 23,972,004 | 48,433,757 |
Other Networking Product [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 571,517 | 1,276,849 |
Software as a Service [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 1,562,750 | $ 911,537 |
REVENUE AND OTHER CONTRACTS W_6
REVENUE AND OTHER CONTRACTS WITH CUSTOMERS (Details Narrative) $ in Thousands | Dec. 31, 2023 USD ($) |
Revenue from Contract with Customer [Abstract] | |
Performance obligations | $ 0 |
BALANCE SHEET COMPONENTS (Detai
BALANCE SHEET COMPONENTS (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Materials | $ 210,318 | $ 397,133 |
Work in process | 1,640,347 | 5,842,251 |
Finished goods | 8,101,982 | 19,175,822 |
Total | $ 9,952,647 | $ 25,415,206 |
BALANCE SHEET COMPONENTS (Det_2
BALANCE SHEET COMPONENTS (Details 1) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Equipment | $ 2,652,020 | $ 2,489,750 |
Accumulated depreciation | (2,219,515) | (1,852,777) |
Equipment, net | 432,505 | 636,973 |
Computer hardware and software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment | $ 603,836 | 497,913 |
Estimated useful lives | 3 years | |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment | $ 726,326 | 725,568 |
Estimated useful lives | 5 years | |
Tools, Dies and Molds [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment | $ 1,242,711 | 1,187,541 |
Estimated useful lives | 5 years | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment | $ 79,147 | $ 78,728 |
Estimated useful lives | 5 years |
BALANCE SHEET COMPONENTS (Det_3
BALANCE SHEET COMPONENTS (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 86,732 | $ 316,838 |
Accumulated Amortization | (53,485) | (243,537) |
Net | $ 33,247 | 73,301 |
Computer Software, Intangible Asset [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 2 years 6 months | |
Gross carrying amount | 230,106 | |
Accumulated Amortization | (207,399) | |
Net | 22,707 | |
Internet Domain Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 5 years | |
Gross carrying amount | $ 86,732 | 86,732 |
Accumulated Amortization | (53,485) | (36,138) |
Net | $ 33,247 | $ 50,594 |
BALANCE SHEET COMPONENTS (Det_4
BALANCE SHEET COMPONENTS (Details 3) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
2024 | $ 17,346 | |
2025 | 15,901 | |
Total | $ 33,247 | $ 73,301 |
BALANCE SHEET COMPONENTS (Det_5
BALANCE SHEET COMPONENTS (Details 4) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Inventory purchases | $ 24,901 | |
Payroll and related benefits | 430,358 | |
Professional fees | 229,950 | 290,588 |
Royalty costs | 1,650,000 | |
Sales allowances | 697,884 | 1,226,856 |
Sales and use tax | 150,009 | 113,200 |
Other | 704,821 | |
Total accrued other expenses | $ 1,077,843 | $ 4,440,724 |
BALANCE SHEET COMPONENTS (Det_6
BALANCE SHEET COMPONENTS (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2018 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Finished goods held by customer | $ 0 | $ 4,200,000 | |
Provision for inventory reserves | 1,700,000 | 2,500,000 | |
Depreciation expense | 368,000 | 403,000 | |
Goodwill, impairment loss | 0 | 58,872 | |
Intangible assets | 86,732 | 316,838 | |
Impairment, net of accumulated amortization | (53,485) | (243,537) | |
Amortization of Intangible Assets | 40,000 | ||
General and Administrative Expense [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Goodwill, impairment loss | 58,872 | ||
Selling and Marketing Expense [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Impairment, net of accumulated amortization | $ 0 | $ 67,000 | |
Cadence Connectivity Inc [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Goodwil | $ 58,000 | ||
Cadence Connectivity Inc [Member] | Customer Relationships [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Intangible assets | $ 122,000 |
BANK CREDIT LINE, BRIDGE LOAN_2
BANK CREDIT LINE, BRIDGE LOAN, AND GOVERNMENT LOANS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Dec. 06, 2023 | Mar. 12, 2021 | Nov. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 12, 2022 | |
Line of Credit Facility [Line Items] | ||||||||
Line of credit, current | $ 4,758,663 | |||||||
Interest expense | 385,952 | 394,615 | ||||||
Accrued and unpaid interest | 1,077,843 | 4,440,724 | ||||||
Loans oustanding | $ 0 | 0 | ||||||
Paycheck Protection Program [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Interest rate | 1% | |||||||
Repayments of debt | 34,000 | $ 26,000 | ||||||
Unsecured Debt | $ 1,128,000 | |||||||
Debt instrument forgiveness | $ 20,000 | $ 1,048,000 | ||||||
SVB Loan Agreement [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of credit facility, description | The borrowing base equals the sum of (a) 85.0 percent of eligible customer receivables, plus (b) the least of (i) 60 percent | |||||||
Interest expense | 20,000 | |||||||
Bridge Loan Agreement [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Interest rate | 8% | |||||||
Unpaid bear interest rate | 14% | |||||||
Annual interest rate | 18% | |||||||
Bridge Loan Agreement [Member] | Slingshot Capital L L C [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Proceeds from short term debt | $ 1,000,000 | $ 1,000,000 | ||||||
Repayments of debt | 20,000 | |||||||
Number of shares issued | 734,343 | |||||||
Share price | $ 1.533 | |||||||
Accrued and unpaid interest | $ 125,778 | |||||||
Bridge Loan Agreement [Member] | Maximum [Member] | Slingshot Capital L L C [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Principal amount | 1,500,000 | |||||||
Proceeds from other drawn | $ 500,000 | |||||||
Revolving Credit Facility [Member] | SVB Loan Agreement [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of credit facility, principal amount | $ 25,000,000 | |||||||
Line of credit facility, interest rate description | Loans under the credit facility bear interest at a rate per annum equal to (i) at all times when a streamline period is in effect, the | |||||||
Unamortized discount | $ 143,000 | |||||||
Interest expense | 30,000 | $ 71,000 | ||||||
Line of credit, current | $ 0 | |||||||
Revolving Credit Facility [Member] | SVB Loan Agreement [Member] | Maximum [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of credit, value | 25,000,000 | |||||||
Revolving Credit Facility [Member] | SVB Loan Agreement [Member] | Minimum [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of credit, value | $ 10,000,000 |
LEASES (Details)
LEASES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases | ||
Operating lease costs | $ 155,379 | $ 181,361 |
Short-term lease costs | 41,550 | 29,740 |
Total lease costs | $ 196,929 | $ 211,101 |
LEASES (Details 1)
LEASES (Details 1) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases | ||
Weighted average remaining lease term (years) | 4 months 24 days | 1 year 1 month 6 days |
Weighted average discount rate | 4.20% | 4.20% |
LEASES (Details 2)
LEASES (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases | ||
Amounts included in measurement of lease liabilities | $ 150,968 | $ 172,730 |
ROU asset obtained in exchange for lease liability | $ 103,914 |
LEASES (Details 3)
LEASES (Details 3) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases | ||
2024 | $ 22,794 | |
Total lease payments | 22,794 | |
Less: imputed interest | (282) | |
Present value of operating lease liabilities | 22,512 | |
Operating lease liabilities, current | 22,512 | $ 150,968 |
Operating lease liabilities, noncurrent | $ 22,512 |
Leases (Details Narrative)
Leases (Details Narrative) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Dec. 01, 2021 USD ($) | Nov. 30, 2021 USD ($) | May 31, 2020 ft² | Dec. 31, 2023 USD ($) ft² | Dec. 31, 2022 USD ($) | |
Area of land | ft² | 2,656 | ||||
Operating lease payments use | $ 9 | ||||
Variable lease payment | $ 5 | ||||
Zoom Connectivity Inc [Member] | |||||
Area of land | ft² | 2,656 | ||||
Rent expense | $ 42 | $ 33 | |||
Tijuana Mexico [Member] | |||||
Area of land | ft² | 24,000 | ||||
Rent expense | $ 101 | 110 | |||
A 275 Turnpike Executive Park Canton M A [Member] | |||||
Area of land | ft² | 3,218 | ||||
Rent expense | $ 55 | $ 54 | |||
Lessee operating lease option to terminate | The agreement includes a one-time option to cancel the second year of lease with three months advance notice |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Jan. 22, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | ||||
Royalty expense | $ 6,600,000 | $ 6,600,000 | ||
Accounts payable | $ 5,000,000 | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Payments for royalties | $ 1,400,000 | |||
Subsequent Event [Member] | Letter Agreement [Member] | ||||
Subsequent Event [Line Items] | ||||
Royalty expense | $ 15,900,000 | |||
Settlement agreement description | the Company agreed (i) to pay Motorola a settlement amount of $1,167,071 and (ii) to transfer additional funds as collected from the Company’s customers in an amount up to $263,752. The Company believes that the Agreements, together with arrangements it has finalized with other major vendors, will allow the Company to streamline its operations while reducing its current liabilities. | |||
Payments for royalties | $ 6,100,000 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Outstanding Options, beginning balance | 38,926 | 94,583 |
Weighted average exercise price, beginning balance | $ 46.75 | $ 36.75 |
Weighted average remaining contractual term | 2 years 2 months 12 days | 2 years 9 months 18 days |
Aggregate Intrinsic Value, beginning balance | $ 10.50 | $ 10.50 |
Outstanding Options, Granted | ||
Weighted average exercise price, Granted | ||
Outstanding Options, Exercised | (17,233) | |
Weighted average exercise price, Exercised | $ 13.75 | |
Outstanding Options, Forfeited | (38,926) | (38,424) |
Weighted average exercise price, Forfeited | $ 46.75 | $ 36.75 |
Outstanding Options, Granted | ||
Outstanding Options, ending balance | 38,926 | |
Weighted average exercise price, ending balance | $ 46.75 | |
Aggregate Intrinsic Value, ending balance | $ 10.50 | |
Exercisable Options, ending balance | ||
Weighted average exercisable price, ending balance | ||
Aggregate Intrinsic Value, exercisable ending |
STOCKHOLDERS' EQUITY (Details 1
STOCKHOLDERS' EQUITY (Details 1) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Units, unvested beginning | 44,516 | 48,956 |
Weighted average grant date fair value, unvested beginning | $ 23.75 | $ 31 |
Units, granted | 14,831 | 34,080 |
Weighted average grant date fair value, granted | $ 5.39 | $ 15.50 |
Units, vested | (20,498) | (25,331) |
Weighted average grant date fair value, vested | $ (21.63) | $ 21 |
Units, forfeited | (38,849) | (13,189) |
Weighted average grant date fair units, forfeited | $ (17.86) | $ 34.75 |
Units, unvested ending | 44,516 | |
Weighted average grant date fair value, unvested ending | $ 23.75 |
STOCKHOLDERS' EQUITY (Details 2
STOCKHOLDERS' EQUITY (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Total stock-based compensation expense | $ 279,395 | $ 1,170,595 |
Cost of Sales [Member] | ||
Total stock-based compensation expense | 17,205 | 79,498 |
Selling and Marketing Expense [Member] | ||
Total stock-based compensation expense | 55,657 | 201,373 |
General and Administrative Expense [Member] | ||
Total stock-based compensation expense | 75,921 | 456,970 |
Research and Development Expense [Member] | ||
Total stock-based compensation expense | $ 130,612 | $ 432,754 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Apr. 17, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Jul. 31, 2022 | Nov. 09, 2021 | Jun. 30, 2019 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Common stock, shares authorized | 60,000,000 | 60,000,000 | 60,000,000 | |||
Preferred stock shares, authorized | 2,000,000 | 2,000,000 | 2,000,000 | |||
Reverse stock split | 25:1 reverse stock split | |||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||
Preferred stock, shares outstanding | 0 | 0 | ||||
Common stock, par value | $ 0.01 | $ 0.01 | ||||
Common stock, shares outstanding | 2,632,809 | 1,877,970 | ||||
Total intrinsic value | $ 0 | $ 140,000 | ||||
Fair value options vested | 162,000 | $ 710,000 | ||||
Unrecognized stock-based compensation expense | $ 0 | |||||
Grant stock options | 0 | 0 | ||||
Value stock options | 0 | 0 | ||||
Number of shares granted | 14,831 | 34,080 | ||||
Stock-based compensation expense | $ 279,395 | $ 1,170,595 | ||||
2021 Equity Plans [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Common stock, capital shares reserved for future issuance | 120,000 | |||||
2021 Equity Plans [Member] | Director [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Common stock, capital shares reserved for future issuance | 50,000 | |||||
Restricted Stock Units (RSUs) [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Share vested in period, fair value | 0 | |||||
Stock-based compensation expense | $ 118,000 | $ 692,000 | ||||
Two Thousand Nineteen Stock Option Plans [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Common stock, capital shares reserved for future issuance | 160,000 | |||||
Two Thousand Nineteen Director Option Plans [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Common stock, capital shares reserved for future issuance | 40,000 | |||||
2021 Equity Plans [Member] | Restricted Stock Units (RSUs) [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Number of shares granted | 14,831 | |||||
Granted, fair value | $ 80,000 | |||||
Common Stock [Member] | ||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||
Common stock, shares authorized | 62,000,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal, Current | ||
U.S. federal, Deferred | ||
U.S. Federal | ||
State and local, Current | 16,623 | 59,846 |
State and local, Deferred | ||
State and local | 16,623 | 59,846 |
Foreign, Current | 25,996 | 52,502 |
Foreign, Deferred | ||
Foreign | 25,996 | 52,502 |
Income tax expense, Current | 42,619 | 112,348 |
Income tax expense, Deferred | ||
Income tax expense | $ 42,619 | $ 112,348 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Capitalized research and development | $ 1,234,710 | |
Inventories | 550,023 | 889,821 |
Accounts receivable | 261,564 | 357,920 |
Accrued expenses | 29,414 | 266,665 |
Net operating loss and tax credit carry forwards | 19,244,464 | 14,742,578 |
Plant and equipment | 85,332 | 39,311 |
Stock compensation | 120,661 | |
Other – interest expense | 293,932 | 187,990 |
Total deferred income tax assets | 20,464,729 | 17,839,656 |
Valuation allowance | (20,464,729) | (17,839,656) |
Net deferred tax assets |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal tax (benefit) rate | 21% | 21% |
State income taxes | 4% | 1% |
Change in valuation allowance | (21.00%) | (9.00%) |
Expiration of NOLs | (5.00%) | (13.00%) |
Expiration of stock options | (1.00%) | (14.00%) |
Permanent differences | 1% | (1.00%) |
Changes in Federal and state rates | 1% | 1% |
Effective income tax rate | 0% | (1.00%) |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 38,500,000 | |
Uncertain tax positions | 0 | $ 0 |
Income tax interest and penalties | 0 | 0 |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 76,900,000 | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 44,900,000 | |
Valuation allowance | $ 2,600,000 | $ 2,600,000 |
RETIREMENT PLAN (Details Narrat
RETIREMENT PLAN (Details Narrative) - USD ($) | 12 Months Ended | ||
Jan. 02, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |||
Employee contribution percentage | 3% | ||
Employees maximum wages contribution amount | $ 20,500 | ||
Employees additional contribution amount | $ 6,500 | ||
Employees maximum contribution amount | 22,500 | ||
Employer matching contributions charged to expense | $ 98,000 | $ 179,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) | 1 Months Ended | 12 Months Ended | ||
Dec. 06, 2023 USD ($) $ / shares shares | Nov. 30, 2022 USD ($) | Dec. 31, 2023 USD ($) ft² | Dec. 31, 2022 USD ($) | |
Related Party Transaction [Line Items] | ||||
Area of land | ft² | 2,656 | |||
Rent expense | $ 42,000 | $ 33,000 | ||
Accrued and unpaid interest | $ 1,077,843 | $ 4,440,724 | ||
Bridge Loan Agreement [Member] | Slingshot Capital L L C [Member] | ||||
Related Party Transaction [Line Items] | ||||
Proceeds from short term debt | $ 1,000,000 | $ 1,000,000 | ||
Number of shares issued | shares | 734,343 | |||
Share price | $ / shares | $ 1.533 | |||
Accrued and unpaid interest | $ 125,778 | |||
Bridge Loan Agreement [Member] | Slingshot Capital L L C [Member] | Maximum [Member] | ||||
Related Party Transaction [Line Items] | ||||
Principal amount | 1,500,000 | |||
Proceeds from other drawn | $ 500,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Jan. 23, 2024 | Jan. 22, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 12, 2024 | Jul. 31, 2022 | |
Subsequent Event [Line Items] | |||||||
Royalty obligations | $ 6,600,000 | $ 6,600,000 | |||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||
Preferred stock designate | 2,000,000 | 2,000,000 | 2,000,000 | ||||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Payments for royalties | $ 1,400,000 | ||||||
Subsequent Event [Member] | MME Sub 1 LLC [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Preferred stock, par value | $ 0.01 | ||||||
Subsequent Event [Member] | Letter Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Payments for royalties | $ 6,100,000 | ||||||
Royalty obligations | 15,900,000 | ||||||
Forgiveness from royalty fees | 5,000,000 | ||||||
Reduced liability owed | $ 1,100,000 | ||||||
Subsequent Event [Member] | Purchase Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of share purchased | 2,800,000 | ||||||
Preferred stock, par value | $ 0.01 | ||||||
Preferred stock, price per share | $ 1 | ||||||
Share purchase price | $ 2,800,000 | ||||||
Subsequent Event [Member] | Purchase Agreement [Member] | Series A Preferred Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Preferred stock designate | 2,800,000 |