Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 12, 2024 | |
Document Information [Line Items] | ||
Entity Central Index Key | 0001490161 | |
Entity Registrant Name | SOW GOOD INC. | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2024 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2024 | |
Entity File Number | 001-42037 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-2345075 | |
Entity Address, Address Line One | 1440 N Union Bower Rd | |
Entity Address, City or Town | Irving | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75061 | |
City Area Code | 214 | |
Local Phone Number | 623-6055 | |
Title of 12(b) Security | Common stock, par value $0.001 per share | |
Trading Symbol | SOWG | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Bankruptcy Proceedings, Reporting Current | true | |
Entity Common Stock, Shares Outstanding | 10,245,388 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 14,373,035 | $ 2,410,037 |
Accounts receivable, net | 6,197,037 | 2,578,259 |
Inventory | 10,319,489 | 4,123,246 |
Prepaid inventory | 1,150,132 | 563,131 |
Prepaid expenses | 170,081 | 563,164 |
Total current assets | 32,209,774 | 10,237,837 |
Property and equipment: | ||
Construction in progress | 1,886,721 | 1,522,465 |
Property and equipment | 8,151,216 | 6,287,422 |
Less accumulated depreciation | (1,334,386) | (967,602) |
Total property and equipment, net | 8,703,551 | 6,842,285 |
Security deposit | 1,357,956 | 346,616 |
Right-of-use asset | 17,918,843 | 4,061,820 |
Total assets | 60,190,124 | 21,488,558 |
Current liabilities: | ||
Accounts payable | 1,781,925 | 853,535 |
Accrued interest | 330,894 | 860,693 |
Accrued expenses | 1,378,807 | 648,947 |
Income tax payable - current | 257,918 | |
Current portion of operating lease liabilities | 1,701,079 | 550,941 |
Total current liabilities | 6,283,399 | 5,771,200 |
Operating lease liabilities | 16,783,997 | 3,671,729 |
Total liabilities | 25,174,478 | 14,208,109 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value, 20,000,000 shares authorized, no shares issued and outstanding | ||
Common stock, $0.001 par value, 500,000,000 shares authorized, 10,244,772 and 6,029,371 shares issued and outstanding as of June 30, 2024 and December 31, 2023 | 10,245 | 6,029 |
Additional paid-in capital | 89,899,666 | 66,014,415 |
Accumulated deficit | (54,894,265) | (58,739,995) |
Total stockholders' equity | 35,015,646 | 7,280,449 |
Total liabilities and stockholders' equity | 60,190,124 | 21,488,558 |
Related Party [Member] | ||
Current liabilities: | ||
Current maturities of notes payable | 632,084 | 2,543,146 |
Notes payable, net | 1,957,082 | 4,171,142 |
Nonrelated Party [Member] | ||
Current liabilities: | ||
Current maturities of notes payable | 200,692 | 313,938 |
Notes payable, net | $ 150,000 | $ 594,038 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 10,245,388 | 6,029,371 |
Common stock, shares outstanding | 10,245,388 | 6,029,371 |
Related Party [Member] | ||
Debt discounts, current | $ 47,053 | $ 431,854 |
Debt discounts, non current | 542,918 | 1,448,858 |
Nonrelated Party [Member] | ||
Debt discounts, current | 38,558 | 86,062 |
Debt discounts, non current | $ 0 | $ 135,962 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Revenues | $ 15,648,046 | $ 1,315,346 | $ 27,054,369 | $ 1,514,277 |
Cost of goods sold | 6,640,917 | 2,896,259 | 13,417,798 | 2,980,262 |
Gross profit | 9,007,129 | (1,580,913) | 13,636,571 | (1,465,985) |
Operating expenses: | ||||
Salaries and benefits | 2,123,572 | 319,608 | 4,474,130 | 831,197 |
Professional services | 594,278 | 63,330 | 1,062,104 | 109,535 |
Other general and administrative expenses | 1,399,244 | 500,381 | 2,271,507 | 884,491 |
Total general and administrative expenses | 4,117,094 | 883,319 | 7,807,741 | 1,825,223 |
Depreciation and amortization | 4,939 | 9,159 | 14,477 | 85,377 |
Total operating expenses | 4,122,033 | 892,478 | 7,822,218 | 1,910,600 |
Net operating income (loss) | 4,885,096 | (2,473,391) | 5,814,353 | (3,376,585) |
Other income (expense): | ||||
Interest income | 4,130 | 0 | 4,130 | 0 |
Interest expense | (599,664) | (847,509) | (1,018,333) | (1,345,845) |
Loss on early extinguishment of debt | (696,502) | (696,502) | 0 | |
Total other income (expense) | (1,292,036) | (847,509) | (1,710,705) | (1,345,845) |
Income (loss) before income tax | 3,593,060 | (3,320,900) | 4,103,648 | (4,722,430) |
Provision (benefit) for income tax | (257,918) | 0 | (257,918) | 0 |
Net income (loss) | $ 3,335,142 | $ (3,320,900) | $ 3,845,730 | $ (4,722,430) |
Basic weighted average shares | 9,624,999 | 4,854,208 | 7,845,382 | 4,850,815 |
Basic income (loss) per share | $ 0.35 | $ (0.68) | $ 0.49 | $ (0.97) |
Weighted average common shares outstanding - diluted | 11,385,708 | 4,854,208 | 9,408,247 | 4,850,815 |
Net income (loss) per common share - diluted | $ 0.29 | $ (0.68) | $ 0.41 | $ (0.97) |
Statement of Stockholders' Equi
Statement of Stockholders' Equity - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Related Party [Member] | Related Party [Member] Additional Paid-in Capital [Member] | Directors [Member] | Directors [Member] Common Stock [Member] | Directors [Member] Additional Paid-in Capital [Member] | Directors and Advisors [Member] | Directors and Advisors [Member] Additional Paid-in Capital [Member] | Officers and Employees [Member] | Officers and Employees [Member] Additional Paid-in Capital [Member] |
Balance (in shares) at Dec. 31, 2022 | 4,847,384 | ||||||||||||
Balance at Dec. 31, 2022 | $ 2,810,887 | $ 4,847 | $ 58,485,602 | $ (55,679,562) | |||||||||
Common stock issued for services (in shares) | 20,699 | ||||||||||||
Common stock issued for services | $ 125,229 | $ 21 | $ 125,208 | ||||||||||
Common stock options granted for services | $ 57,633 | $ 57,633 | $ 201,044 | $ 201,044 | |||||||||
Common stock warrants granted pursuant to debt financing | 374,153 | 374,153 | $ 1,948,325 | $ 1,948,325 | |||||||||
Net income (loss) | (4,722,430) | (4,722,430) | |||||||||||
Balance (in shares) at Jun. 30, 2023 | 4,868,083 | ||||||||||||
Balance at Jun. 30, 2023 | 794,841 | $ 4,868 | 61,191,965 | (60,401,992) | |||||||||
Balance (in shares) at Mar. 31, 2023 | 4,847,384 | ||||||||||||
Balance at Mar. 31, 2023 | 2,408,614 | $ 4,847 | 59,484,859 | (57,081,092) | |||||||||
Common stock issued for services (in shares) | 20,699 | ||||||||||||
Common stock issued for services | 125,229 | $ 21 | 125,208 | ||||||||||
Common stock options granted for services | 28,975 | 28,975 | 102,866 | 102,866 | |||||||||
Common stock warrants granted pursuant to debt financing | 374,153 | 374,153 | $ 1,075,904 | $ 1,075,904 | |||||||||
Net income (loss) | (3,320,900) | (3,320,900) | |||||||||||
Balance (in shares) at Jun. 30, 2023 | 4,868,083 | ||||||||||||
Balance at Jun. 30, 2023 | 794,841 | $ 4,868 | 61,191,965 | (60,401,992) | |||||||||
Balance (in shares) at Dec. 31, 2023 | 6,029,371 | ||||||||||||
Balance at Dec. 31, 2023 | 7,280,449 | $ 6,029 | 66,014,415 | (58,739,995) | |||||||||
Common stock issued in public offering, net of offering costs (in shares) | 1,380,000 | ||||||||||||
Common stock issued in public offering, net of offering costs | 11,974,976 | $ 1,380 | 11,973,596 | ||||||||||
Common stock issued in private placement offering | 3,738,000 | $ 516 | 3,737,484 | ||||||||||
Common stock issued in private placement offering (in shares) | 515,597 | ||||||||||||
Common stock issued for services (in shares) | 31,211 | ||||||||||||
Common stock issued for services | 295,648 | $ 32 | 295,616 | ||||||||||
Proceeds from exercise of stock options and warrants (in shares) | 2,289,209 | ||||||||||||
Proceeds from exercise of stock options and warrants | 5,672,968 | $ 2,288 | 5,670,680 | ||||||||||
Common stock options granted for services | 57,608 | 57,608 | 2,150,267 | 2,150,267 | |||||||||
Net income (loss) | 3,845,730 | 3,845,730 | |||||||||||
Balance (in shares) at Jun. 30, 2024 | 10,245,388 | ||||||||||||
Balance at Jun. 30, 2024 | 35,015,646 | $ 10,245 | 89,899,666 | (54,894,265) | |||||||||
Balance (in shares) at Mar. 31, 2024 | 6,575,562 | ||||||||||||
Balance at Mar. 31, 2024 | 12,900,803 | $ 6,576 | 71,123,634 | (58,229,407) | |||||||||
Common stock issued in public offering, net of offering costs (in shares) | 1,380,000 | ||||||||||||
Common stock issued in public offering, net of offering costs | 11,974,976 | $ 1,380 | 11,973,596 | ||||||||||
Common stock issued for services (in shares) | 617 | ||||||||||||
Common stock issued for services | $ 9,477 | $ 1 | $ 9,476 | ||||||||||
Proceeds from exercise of stock options and warrants (in shares) | 2,289,209 | ||||||||||||
Proceeds from exercise of stock options and warrants | 5,672,968 | $ 2,288 | 5,670,680 | ||||||||||
Common stock options granted for services | $ 28,962 | $ 28,962 | $ 1,093,318 | $ 1,093,318 | |||||||||
Net income (loss) | 3,335,142 | 3,335,142 | |||||||||||
Balance (in shares) at Jun. 30, 2024 | 10,245,388 | ||||||||||||
Balance at Jun. 30, 2024 | $ 35,015,646 | $ 10,245 | $ 89,899,666 | $ (54,894,265) |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ 3,845,730 | $ (4,722,430) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Bad debts expense | 20,760 | 185,485 |
Depreciation and amortization | 366,784 | 155,416 |
Non-cash amortization of right-of-use asset and liability | 405,383 | 9,556 |
Amortization of stock options | 2,207,875 | 258,677 |
Amortization of stock warrants issued as a debt discount | 777,704 | 1,054,822 |
Loss on early extinguishment of debt | 696,502 | 0 |
Decrease (increase) in current assets: | ||
Accounts receivable | (3,639,538) | (721,135) |
Prepaid expenses | 393,083 | 17,849 |
Inventory | (6,783,244) | 1,053,910 |
Security deposits | (1,011,340) | (34,765) |
Increase (decrease) in current liabilities: | ||
Accounts payable | 928,390 | (76,257) |
Income tax payable | 257,918 | 0 |
Accrued interest | (431,049) | 265,338 |
Accrued expenses | 729,860 | 7,045 |
Net cash provided by (used in) operating activities | (939,534) | (2,421,260) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of property and equipment | (1,863,794) | (362,180) |
Cash paid for construction in progress | (364,256) | 0 |
Net cash used in investing activities | (2,228,050) | (362,180) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from common stock offerings, net of offering costs of $859,024 | 15,712,976 | 0 |
Proceeds from the exercise of warrants and options | 373,855 | 0 |
Proceeds received from notes payable, related parties | 0 | 2,400,000 |
Proceeds received from notes payable | 0 | 400,000 |
Repayments of borrowings | (956,249) | 0 |
Net cash provided by financing activities | 15,130,582 | 2,800,000 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | 11,962,998 | 16,560 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 2,410,037 | 276,464 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 14,373,035 | 293,024 |
SUPPLEMENTAL INFORMATION: | ||
Interest paid | 770,428 | 25,685 |
Interest received | 4,130 | 0 |
Income taxes paid | 0 | 0 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Non-cash exercise of warrants | 5,299,113 | 0 |
Repayment of interest | (98,750) | 0 |
Repayments of borrowings | (5,200,363) | 0 |
Reclassification of construction in progress to property and equipment | 1,651,305 | 0 |
Value of debt discounts attributable to warrants | 0 | 2,322,478 |
Officers and Directors [Member] | ||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Common stock issued for services | $ 295,648 | $ 125,229 |
Condensed Statements of Cash _2
Condensed Statements of Cash Flows (Parenthetical) | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Statement of Cash Flows [Abstract] | |
Offering costs | $ 859,024 |
Organization and Nature of Busi
Organization and Nature of Business | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Business | Note 1 – Organization and Nature of Business Effective January 21, 2021, we changed our name from Black Ridge Oil & Gas, Inc. (business acquired with our October 1, 2020 acquisition of S-FDF, LLC) to Sow Good Inc. (“SOWG,” “Sow Good,” or the “Company”) to pursue the production of freeze dried fruits and vegetables, a business we later expanded to include freeze dried candy. At that time, our common stock began to be quoted on the OTCQB under the trading symbol “SOWG,” from the former trading symbol “ANFC.” Prior to April 2, 2012, Black Ridge Oil & Gas was known as Ante5, Inc., a publicly traded company since July 1, 2010. From October 2010 through August 2019, Ante5, Inc. and Black Ridge Oil & Gas, Inc. participated in the acquisition and development of oil and gas leases. On May 5, 2021, the Company announced the launch of our direct-to-consumer freeze dried consumer packaged goods (“CPG”) food brand, Sow Good. Sow Good launched its first line of non-GMO products including ready-to-make smoothies, gluten-free granola and snacks. After launching a freeze dried candy product line in the first quarter of 2023, the Company now has seventeen SKU offerings of candy, and five crunch ice cream SKU as of June 30, 2024, that are projected to continue being a major driver of growth. After launching our freeze dried candy product line we discontinued our smoothie, snack and granola products. During the second quarter of 2023, the Company completed the construction of our second and third freeze driers and to facilitate the increased production demands for our recently launched candy products. The significant and rising demand for our freeze dried candy products has led us to add a fourth freeze drier in the first quarter of 2024, our fifth freeze drier in the second quarter of 2024 and begin construction of our sixth freeze drier, which we expect to be completed in the third quarter of 2024. Effective February 15, 2024, Sow Good Inc. reincorporated to the State of Delaware from the State of Nevada under the name Sow Good Inc. pursuant to a plan of conversion (the “Plan of Conversion”), dated February 15, 2024 (the “Reincorporation”). The Reincorporation was effected by the Company filing (i) articles of conversion (the “Articles of Conversion”) with the Secretary of State of the State of Nevada, (ii) a certificate of conversion (the “Certificate of Conversion”) with the Secretary of State of the State of Delaware and (iii) a certificate of incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware. In connection with the Reincorporation the Company also adopted Amended and Restated Bylaws (the “Bylaws”). Upon effectiveness of the Reincorporation: • the affairs of the Company ceased to be governed by the Nevada Revised Statutes, as amended, the Company’s existing articles of incorporation and the Company’s existing bylaws, and the affairs of the Company became subject to the Delaware General Corporation Law, as amended, the Certificate of Incorporation and the Bylaws; • the shares of Sow Good’s issued and outstanding common stock, with a par value $ 0.001 per share, converted into shares of the equivalent class of the Company’s Common Stock, each with a par value $ 0.001 per share, on a 1 share of common stock to 1 share of common stock basis; • each director and officer of Sow Good will continue to hold his or her respective position with the Company; • each employee benefit, stock option or other similar plan of Sow Good will continue to be an employee benefit, stock option or other similar plan of the Company; and • the Company will continue to file periodic reports and other documents with the SEC. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies The accompanying unaudited interim financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and stated in U.S. dollars, consistent in all material respects with those applied in our financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Because these financial statements address interim periods, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Such interim financial information is unaudited but reflects all adjustments that in the opinion of management are necessary for the fair presentation of the interim periods presented. The results of operations presented in this Quarterly Report on Form 10-Q are not necessarily indicative of the results that may be expected for the year ending December 31, 2024 or for any future periods. This Quarterly Report on Form 10-Q should be read in conjunction with the Company’s audited financial statements and footnotes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Segment Reporting FASB ASC 280-10-50 requires annual and interim reporting for an enterprise’s operating segments and related disclosures about its products, services, geographic areas and major customers. An operating segment is defined as a component of an enterprise that engages in business activities from which it may earn revenues and expenses, and about which separate financial information is regularly evaluated by the chief operating decision maker in deciding how to allocate resources. The Company operates as a single segment and will evaluate additional segment disclosure requirements as it expands its operations. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. Reclassifications Certain amounts in the prior period financial statements have been reclassified to conform with the current period presentation. Environmental Liabilities The Company was formerly a direct owner of assets in the oil and gas industry. The oil and gas industry is subject, by its nature, to environmental hazards and clean-up costs. At this time, management knows of no substantial losses from environmental accidents or events which would have a material effect on the Company. Cash and Cash Equivalents Cash equivalents include money market accounts which have maturities of three months or less. Cash equivalents are stated at cost plus accrued interest, which approximates market value. Cash in Excess of FDIC Insured Limits The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation (FDIC) and the Securities Investor Protection Corporation (SIPC) up to $ 250,000 and $ 500,000 , respectively, under current regulations. The Company had cash in excess of FDIC and SIPC insured limits of $ 13,520,622 at June 30, 2024 . The Company had cash in excess of FDIC and SIPC insured limits of $ 1,837,840 at December 31, 2023. The Company has not experienced any losses in such accounts. Accounts Receivable Accounts receivable are carried at their estimated collectible amounts. Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. The Company had an allowance for doubtful accounts of $ 9,380 at June 30, 2024 and no allowance for doubtful accounts at December 31, 2023. The Company estimates its reserve based on historical loss information. The Company believes that historical loss information is a reasonable base on which to determine expected credit losses for trade receivables held at the reporting date because the composition of the trade receivables at the reporting date is consistent with that used in developing the historical credit-loss percentages. However, the Company will continue to monitor and adjust the historical loss rates to reflect the effects of current conditions and forecasted changes. Inventory Inventory is valued at the lower of average cost or net realizable value. The cost of substantially all of the Company’s inventory has been determined by the first-in, first-out (FIFO) method. Property and Equipment Property and equipment are stated at the lower of cost or estimated net recoverable amount. The cost of property, plant and equipment is depreciated using the straight-line method based on the lesser of the estimated useful lives of the assets or the lease term based on the following life expectancy: Software 3 years, or over the life of the agreement Website (years) 3 Office equipment (years) 5 Furniture and fixtures (years) 5 Machinery and equipment (years) 7 - 10 Leasehold improvements L ease-term or useful life Construction in progress is stated at cost, which predominately relates to the cost of freezers and equipment not yet placed into service. No depreciation expense is recorded on construction-in-progress until such time as the relevant assets are completed and put into use. Repairs and maintenance expenditures are charged to operations as incurred. Major improvements and replacements, which extend the useful life of an asset, are capitalized and depreciated over the remaining estimated useful life of the asset. When assets are retired or sold, the cost and related accumulated depreciation and amortization are eliminated and any resulting gain or loss is reflected in operations. Depreciation of property and equipment was $ 199,789 and $ 79,198 , of which and $ 194,850 and $ 70,039 was allocated to cost of goods sold, for the three months ended June 30, 2024 and 2023, respectively. Depreciation of property and equipment was $ 366,784 and $ 155,416 , of which and $ 352,307 and $ 70,040 was allocated to cost of goods sold, for the six months ended June 30, 2024 and 2023, respectively. Revenue Recognition The Company recognizes revenue in accordance with ASC 606 — Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, the Company recognizes revenue from the sale of its freeze dried food products, in accordance with a five-step model in which the Company evaluates the transfer of promised goods or services and recognizes revenue when customers obtain control of promised goods or services in an amount that reflects the consideration which the Company expects to be entitled to receive in exchange for those goods or services. To determine revenue recognition for the arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The Company has elected, as a practical expedient, to account for the shipping and handling as fulfillment costs, rather than as a separate performance obligation. For the six months ended June 30, 2024 and 2023, shipping and handling costs of $ 502,196 and $ 87,977 , respectively, are included in cost of goods sold. Revenue is reported net of applicable provisions for discounts, returns and allowances. Methodologies for determining these provisions are dependent on customer pricing and promotional practices. The Company records reductions to revenue for estimated product returns and pricing adjustments in the same period that the related revenue is recorded. These estimates are based on industry-based historical data, historical sales returns, if any, analysis of credit memo data, and other factors known at the time. Customer Concentration For the six months ended June 30, 2024 , our top three customers were responsible for 35.1 %, 21.0 %, and 18.7 % of our revenues, respectively. For the three months ended June 30, 2024 , our top three customers were responsible for 30.3 %, 23.1 %, and 21.8 % of our revenues. Our top five customers accounted for 81 % of our revenues during each of the three and six months ended June 30, 2024. For the six months ended June 30, 2023 , our top three customers were responsible for 30.0 %, 18.6 %, and 14.5 % of our revenues, respectively. For the three months ended June 30, 2023 our top three customers were responsible for 34.6 %, 20.6 % and 10.5 % of our revenues. respectively. Our top five customers accounted for 78 % and 79 % of our revenues during the three and six months ended June 30, 2023 , respectively. Supplier Concentration For the six months ended June 30, 2024 , three suppliers accounted for 69 % of our purchases from vendors. For the three months ended June 30, 2024 three suppliers accounted for 76 % of our purchases from vendors. For the six months ended June 30, 2023 , three suppliers accounted for 79 % of our purchases from vendors. For the three months ended June 30, 2023 three suppliers accounted for 83 % of our purchases from vendors. The Company considers these vendors to be critical suppliers of candy for our freeze dried candy production. Basic and Diluted Earnings (Loss) Per Share The basic net income (loss) per common share is computed by dividing the net income (loss) by the weighted average number of common shares outstanding. Diluted net income (loss) per common share is computed by dividing the net income (loss) adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods where potential dilutive securities would have an anti-dilutive effect and they were not included in the calculation of diluted net loss per common share. Stock-Based Compensation The Company accounts for equity instruments issued to employees in accordance with the provisions of ASC 718 – Stock Compensation (“ASC 718”) and Equity-Based Payments to Non-employees pursuant to ASC 2018-07 – Compensation – Stock Compensation (“ASC 2018-07”). All transactions in which the consideration provided in exchange for the purchase of goods or services consists of the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the earlier of the date on which the counterparty’s performance is complete or the date at which a commitment for performance by the counterparty to earn the equity instruments is reached because of sufficiently large disincentives for nonperformance. Stock-based compensation related to the issuance of shares of common stock for services consisted of $ 9,477 and $ 125,229 for the three months ended June 30, 2024 and 2023, respectively. Stock-based compensation related to the issuance of shares of common stock for services consisted of $ 295,648 and $ 125,229 for the six months ended June 30, 2024 and 2023, respectively. Stock-based compensation related to amortization of stock option grants consisted of $ 1,122,280 and $ 131,841 for the three months ended June 30, 2024 and 2023, respectively. Stock-based compensation related to amortization of stock option grants consisted of $ 2,207,875 and $ 258,677 for the six months ended June 30, 2024 and 2023, respectively. The Company uses a Monte Carlo simulation to value its performance-based and market-based stock options. The fair values of service based stock options are determined using the Black-Scholes options pricing model and an effective term of 2.3 to 7.3 years based on either the weighted average of the vesting periods and the stated term of the option grants or as calculated under the options valuation model, the discount rate on 5 to 7 year U.S. Treasury securities at the grant date, and are being amortized over the related implied service term, or vesting period. Income Taxes The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax basis of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not. Uncertain Tax Positions In accordance with ASC 740 – Income Taxes (“ASC 740”), the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These standards also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. Various taxing authorities can periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities. The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions. Recent Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure, to require a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Public entities with a single reportable segment are required to provide the new disclosures and all the disclosures required under ASC 280. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, on a retrospective basis. The Company operates as a single segment and will evaluate additional segment disclosure requirements as it expands its operations. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to enhance the transparency and decision-usefulness of income tax disclosures, particularly in the rate reconciliation table and disclosures about income taxes paid. The ASU’s amendments are effective for annual periods beginning after December 15, 2024 on a prospective basis. Early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU on its financial statements and related disclosures. No other new accounting pronouncements, issued or effective during the six month ended June 30, 2024 , have had or are expected to have a significant impact on the Company’s financial statements. |
Related Party
Related Party | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Related Party | Note 3 – Related Party Common Stock Sold for Cash On March 28, 2024 , the Company raised $ 3,738,000 of capital from the sale of 515,597 newly issued shares of common stock at a share price of $ 7.25 in a private placement exempt from the registration requirements of the Securities Act of 1933 pursuant to Section 4(a)(2) thereof. The stock sales included purchases by the following related parties: Shares Amount Ira and Claudia Goldfarb, Executive Chairman and CEO, respectively 17,242 $ 125,000 Lyle A. Berman Revocable Trust, Director 68,966 500,000 Bradley Berman, Director 30,000 217,500 Edward Shensky 13,794 100,000 Brendon Fischer 8,000 58,000 Cesar J. Gutierrez 10,345 75,000 Alexandria Gutierrez 3,449 25,000 Ava Gutierrez 3,449 25,000 Brett Goldfarb 3,449 25,000 158,694 $ 1,150,500 On November 20, 2023, the Company entered into a Stock Purchase Agreement with multiple accredited investors to sell and issue to the purchasers, thereunder, an aggregate of 426,288 shares of the Company’s common stock at a price of $ 6.50 per share, resulting in total proceeds received of $ 2,770,872 . The stock sales included purchases by the following related parties: Shares Amount Ira and Claudia Goldfarb, Executive Chairman and CEO, respectively 23,077 $ 150,000 Bradley Berman, Director 10,000 65,000 Joe Mueller, Director 5,000 32,500 Alexandria Gutierrez 4,615 29,998 Cesar J. Gutierrez Living Trust 3,977 25,851 46,669 $ 303,348 On August 25, 2023, the Company entered into a Stock Purchase Agreement with multiple accredited investors to sell and issue to the purchasers, thereunder, an aggregate of 735,000 shares of the Company’s common stock at a price of $ 5.00 per Share, resulting in total proceeds received of $ 3,675,000 . The stock sales included purchases by the following related parties: Shares Amount Ira and Claudia Goldfarb, Executive Chairman and CEO, respectively 100,000 $ 500,000 Ira Goldfarb Irrevocable Trust 40,000 200,000 Lyle A. Berman Revocable Trust, Director 40,000 200,000 Bradley Berman, Director 10,000 50,000 Alexandria Gutierrez 5,000 25,000 195,000 $ 975,000 Common Stock Issued to Officers and Directors for Services On February 9, 2024, the Company issued an aggregate 23,534 shares of common stock amongst its five non-employee Directors and three advisory Directors for annual services to be rendered. The aggregate fair value of the common stock was $ 519,280 , based on the closing price of the Company’s common stock on the date of grant. The shares were expensed upon issuance. On January 11, 2024, the Company issued an aggregate 7,060 shares of common stock amongst its five non-employee Directors for annual services to be rendered. The aggregate fair value of the common stock was $ 56,480 , based on the closing price of the Company’s common stock on the date of grant. The shares were expensed upon issuance. On June 1, 2023, the Company issued an aggregate 20,699 shares of common stock amongst its five non-employee Directors for annual services to be rendered. The aggregate fair value of the common stock was $ 125,230 , based on the closing price of the Company’s common stock on the date of grant. The shares were expensed upon issuance. On July 22, 2022, the Company accepted Mr. Joseph Lahti’s resignation from the Board of Directors and appointed Tim Creed as a member of the Board. Pursuant to the Company’s Non-Employee Director Compensation Plan, Mr. Creed received 6,410 shares of common stock as compensation. The shares were expensed upon issuance. On April 11, 2022, the Company appointed Joe Mueller as a member of the Board of Directors and Audit Committee. Pursuant to the Company’s Non-Employee Director Compensation Plan, Mr. Mueller received 8,064 shares of common stock as compensation. Common Stock Options Awarded to Officers and Directors On December 15, 2023, pursuant to the respective A&R Employment Agreements of Ira Goldfarb and Claudia Goldfarb, and the terms of the 2020 Equity Incentive Plan, Mr. Goldfarb was granted stock options entitling him to purchase up to 500,000 shares of common stock, and Mrs. Goldfarb was granted stock options entitling her to purchase 450,000 shares of common stock, at an exercise price of $ 9.75 per share. The shares will vest equally over a five-year period from grant date. In the case of a Change of Control (as defined in their respective A&R Employment Agreements) all shares granted in the Initial Option Grant will vest immediately. Additionally, on December 15, 2023, pursuant to their respective A&R Employment Agreements, Mr. Goldfarb was granted additional stock options entitling him to purchase up to 500,000 shares of common stock, and Mrs. Goldfarb was granted an additional 450,000 options to purchase shares of common stock, at an exercise price of $ 40.00 . The shares will vest upon the Company’s stock price trading on a national securities exchange operated by Nasdaq or the New York Stock Exchange with a closing transaction price above $ 40.00 per share for a period of twenty consecutive trading days. In the case of a Change of Control (as defined in the A&R Employment Agreements) all shares granted in the additional option grant will vest immediately. On November 13, 2023, the Company appointed Keith Terreri as Chief Financial Officer, and granted options to purchase 27,000 shares of common stock having an exercise price of $ 6.19 per share. On March 2, 2024, Mr. Terreri tendered his resignation effective as of March 4, 2024. None of Mr. Terreri’s options were vested at the time his resignation was effective, so in accordance with the Terreri Employment Agreement, all 27,000 of his options are forfeited. On July 22, 2022, pursuant to the Company’s 2020 Stock Incentive Plan, Mr. Creed was also granted options to purchase 24,151 shares of the Company’s common stock at an exercise price of $ 3.90 per share. These options will vest 20 % as of July 22, 2023 and 20 % each anniversary thereafter until fully vested. On April 11, 2022, pursuant to the Company’s 2020 Equity Plan, Mr. Mueller was granted options to purchase 24,151 shares of the Company’s common stock at an exercise price of $ 3.10 per share. These options will vest 20 % as of April 11, 2023 and 20 % each anniversary thereafter until fully vested. On April 1, 2022, the Company granted options to purchase 27,500 shares of the Company’s common stock, having an exercise price of $ 2.75 per share, exercisable over a 10 -year term, to the Company’s then Chief Financial Officer. The options were to vest 60 % on the third anniversary, and 20 % each anniversary thereafter until fully vested. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 406 % and a call option value of $2.64, was $ 72,692 . The options were being expensed over the vesting period, however, pursuant to a Separation Agreement and Release, dated May 3, 2022, the vesting terms of the options were accelerated to be fully vested, resulting in $ 72,692 of stock-based compensation expense during the year ended December 31, 2023. Pursuant to the Separation Agreement and Release, the vesting of an aggregate 47,500 , with a weighted average exercise price of $ 4.87 , of Mr. Burke’s previously awarded options were also accelerated to be fully vested. Debt Financing and Related Warrants Granted On May 11, 2023, the Company received proceeds of $ 100,000 from Bradley Berman, one of the Company’s directors, on behalf of the Bradley Berman Irrevocable Trust, from the sale of notes and warrants. This term loan was pursuant to an offering to sell up to $ 1,500,000 of promissory notes and warrants to purchase an aggregate 375,000 shares of the Company’s common stock, exercisable over a ten-year period at a price of $ 2.50 per share, representing 25,000 warrant shares per $100,000 of notes purchased. The notes matured on May 11, 2024 . Interest on the notes accrue at a rate of 8 % per annum, payable in cash semi-annually on June 30 and December 31. On April 25, 2023, we closed on a private placement for up to $ 1,500,000 of promissory notes and warrants to purchase an aggregate 375,000 shares of the Company’s common stock, exercisable over a ten-year period at a price of $ 2.50 per share, representing 25,000 warrant shares per $100,000 of notes purchased. The notes matured on April 25, 2024. Interest on the notes accrue at a rate of 8 % per annum, payable in cash semi-annually on June 30 and December 31. On April 25, 2023, the Company received proceeds of $ 750,000 and $ 50,000 from the Company’s Executive Chairman, Mr. Goldfarb, and the Cesar J. Gutierrez Living Trust, as beneficially controlled by the brother of the Company’s CEO, respectively, on the sale of these notes and warrants. On April 11, 2023, warrants to purchase an aggregate 62,500 shares of common stock were issued to a director pursuant to a private placement debt offering in which aggregate proceeds of $ 250,000 were received in exchange for promissory notes and warrants to purchase an aggregate 62,500 shares of common stock, representing 25,000 warrant shares per $100,000 of promissory notes. The warrants are fully vested and exercisable over a period of 10 years at a price of $ 2.60 per share. The Company may redeem outstanding warrants prior to their expiration, at a price of $ 0.01 per share, provided that the volume weighted average sale price per share of Common Stock equals or exceeds $ 9.00 per share for thirty (30) consecutive trading days ending on the third business day prior to the mailing of notice of such redemption. On December 21, 2022, the Company closed a private placement and concurrently entered into a note and warrant purchase agreement with related parties to sell an aggregate $ 2.075 million of promissory notes and warrants to purchase an aggregate 311,250 shares of common stock, representing 15,000 warrant shares per $100,000 of promissory notes. The warrants are exercisable at a price of $ 2.21 per share over a ten-year term. On August 23, 2022, we closed on a private placement for up to $ 2,500,000 of promissory notes and warrants to purchase an aggregate 625,000 shares of the Company’s common stock, exercisable over a ten-year period at a price of $ 2.60 per share, representing 25,000 warrant shares per $100,000 of Notes purchased. The notes mature on August 23, 2025. Interest on the notes accrue at a rate of 8% per annum, payable on January 1, 2025. Loans may be advanced to the Company from time to time from August 23, 2023 to the maturity date. On December 21, 2022 and September 29, 2022, the Company received aggregate proceeds of $ 250,000 and $ 750,000 from two of the Company’s directors on the sale of these notes and warrants. On April 8, 2022, the Company closed a private placement and concurrently entered into a note and warrant purchase agreement to sell an aggregate $3,700,000 of promissory notes and warrants to purchase an aggregate 925,000 shares of common stock, representing 25,000 warrant shares per $100,000 of promissory notes. Accrued interest on the notes was payable semi-annually beginning September 30, 2022 at the rate of 6 % per annum, but on August 23, 2022, the notes were amended to update the terms of the interest payment to be payable at the earlier of the maturity date or January 1, 2025, rather than being paid semi-annually. The principal amount of the notes mature and become due and payable on April 8, 2025. The warrants are exercisable immediately and for a period of 10 years at a price of $ 2.35 per share. Proceeds to the Company from the sale of the securities were $ 3,700,000 . The Company may redeem outstanding warrants prior to their expiration, at a price of $0.01 per share, provided that the volume weighted average sale price per share of common stock equals or exceeds $9.00 per share for thirty (30) consecutive trading days ending on the third business day prior to the mailing of notice of such redemption. Assuming full exercise thereof, further proceeds to the Company from the exercise of the warrant shares is calculated as $ 2,173,750 . The offering closed simultaneously with execution of the purchase agreement. Of the aggregate $3,700,000 of notes, a total of $ 3,120,000 of notes were sold to officers or directors, along with 780,000 of the warrants. The fair value of the warrants was allocated to debt discount and amortized as interest over the term of the notes. Leases The Company leases a 20,945 square foot facility in Irving, Texas, under which an entity owned entirely by Ira Goldfarb is the landlord. The lease term is through September 15, 2025, with two five-year options to extend, with a current monthly lease rate of $ 10,967 , with approximately 3 % annual escalation of lease payments. At June 30, 2024 and December 31, 2023, included in the operating lease liabilities was $ 1,272,625 and $ 1,301,354 in connection with this lease. For the six-months ended June 30, 2024 and June 30, 2023 the Company expensed $ 73,441 in each of the periods and paid cash of $ 65,800 and $ 63,884 , respectively. For the three-months ended June 30, 2024 and June 30, 2023 the Company expensed $ 36,720 in each of the periods and paid cash of $ 32,900 and $ 31,942 , respectively. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 4 – Fair Value of Financial Instruments The Company's financial statements are prepared in accordance with ASC 820, “Fair Value Measurement,” which requires the measurement of certain financial instruments at fair value. The Company's financial instruments primarily consist of cash and cash equivalents, and accounts receivable, which approximate fair value due to their short-term nature, and Term Loans issued in connection with detachable warrants, which are carried on the balance sheet net of the unamortized portion of the related discounts. For financial instruments or investments that are required to be reported at fair value on a recurring or nonrecurring basis under GAAP, the applicable guidance for fair value measurement requires the Company to include the determination of the appropriate fair value hierarchy level for each instrument. The fair value hierarchy levels consist of the following: Level 1: Quoted Prices in Active Markets for Identical Assets or Liabilities - This level represents the highest degree of observability, where fair values are based on quoted market prices for identical assets or liabilities in active markets. Level 2: Inputs Other Than Quoted Prices Included within Level 1 - Fair values in this level are based on inputs other than quoted market prices but are still observable, such as quoted market prices for similar assets or liabilities, or inputs derived from market data. Level 3: Unobservable Inputs - This level includes fair values for which there are no observable inputs and relies on the reporting entity's own assumptions and estimates. These fair values are considered the least reliable and most subjective. Detachable common stock warrants issued in connection with debt may be recorded as either liabilities or equity depending on the applicable accounting guidance. The Company determined that warrants issued in connection with our notes payable met the definition of a freestanding financial instrument and qualified for treatment as permanent equity. Warrants recorded as equity are recorded at the fair market value determined at issuance date, and are not remeasured after that. We utilized the Black-Scholes valuation model to estimate the fair value of warrants granted at issuance date. The initial measurement of the fair value of the notes considers the present value of future cash flows, discounted at the current market rate of interest at the issuance date, and time to liquidity. The Company allocated the value of warrants between the relative fair value of the notes payable without the warrants, and the warrants themselves at the time of issuance. The allocated portion of the warrants was treated as a debt discount, and amortized over the term of the note. The amortization of the debt discount is recognized as interest expense. When a notes payable are issued at a discount, wherein a significant portion of the issuance is between related parties, the valuation of the notes and the discount involve significant judgment and the use of unobservable inputs, classifying it into Level 3 of the fair value hierarchy, requiring a nonrecurring fair value measurement. Changes other than additions, settlements, or discount amortization, in the fair value of the notes payable, net of discounts do not impact net income or cash flows. The following schedule summarizes the valuation of financial instruments at fair value on a nonrecurring basis in the balances sheet as of June 30, 2024 and December 31, 2023: June 30, 2024 December 31, 2023 Carrying Estimated Carrying Estimated Liabilities Notes payable, related parties, net of debt discounts $ 2,589,166 $ 2,935,820 $ 6,714,288 $ 7,008,684 Notes payable, net of debt discounts 350,692 276,158 907,976 953,847 Total liabilities $ 2,939,858 $ 3,211,978 $ 7,622,264 $ 7,962,531 |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 5 – Inventory Inventory As of June 30, 2024 the Company's inventory consisted of raw materials, material overhead, labor, and manufacturing overhead, categorized as follows: June 30, December 31, 2024 2023 Finished goods $ 1,436,574 $ 222,051 Packaging materials 1,247,513 815,883 Inventory in transit 2,568,537 571,970 Work in progress 3,610,687 691,290 Raw materials 1,456,178 1,822,052 Total inventory $ 10,319,489 $ 4,123,246 Prepaid Inventory The company had reported a total of $ 1,150,132 and $ 563,131 in prepaid inventory as of June 30, 2024 and December 31, 2023, respectively. Prepaid inventory primarily consists of deposits and advance payments to suppliers for the purchase of raw materials and finished goods expected to be received and utilized in production within the next financial period, which have not been shipped as of the balance sheet date. The Company accounts for prepaid inventory at cost, which includes all charges necessary to bring the inventory items to their present location and condition. Upon shipment of the inventory, these amounts are reclassified from prepaid inventory to the appropriate inventory accounts on the balance sheet. |
Prepaid Expenses
Prepaid Expenses | 6 Months Ended |
Jun. 30, 2024 | |
Prepaid Expense, Current [Abstract] | |
Prepaid Expenses | Note 6 – Prepaid Expenses Prepaid expenses consist of the following at June 30, 2024 and December 31, 2023: June 30, December 31, 2024 2023 Prepaid professional costs $ - $ 382,524 Prepaid software licenses 53,077 $ 35,252 Prepaid insurance costs 52,623 $ 48,305 Trade shows and marketing services 64,381 $ 29,964 Prepaid rent - $ 67,119 Total prepaid expenses $ 170,081 $ 563,164 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2024 | |
Property and equipment: | |
Property and Equipment | Note 7 – Property and Equipment Property and equipment at consist of the following at June 30, 2024 and December 31, 2023: June 30, December 31, 2024 2023 Machinery $ 6,466,411 $ 4,714,626 Leasehold improvements 1,439,767 1,409,767 Software 70,000 70,000 Website 71,589 71,589 Office equipment 103,449 21,440 Construction in progress 1,886,721 1,522,465 10,037,937 7,809,887 Less: Accumulated depreciation and amortization ( 1,334,386 ) ( 967,602 ) Total property and equipment, net $ 8,703,551 $ 6,842,285 Construction in progress consists of costs incurred to build out our manufacturing facilities in Texas, along with the construction of our freeze driers. These costs will be capitalized as Leasehold Improvements and Machinery, respectively, upon completion. For the three months ended June 30, 2024 and 2023, respectively, depreciation of property and equipment was $ 199,789 and $ 79,198 , of which and $ 194,850 and $ 70,039 was allocated to cost of goods sold, resulting in net depreciation expense of $ 4,939 included in operating expense. For the six months ended June 30, 2024 and 2023, respectively, depreciation of property and equipment was $ 366,784 and $ 155,416 , of which and $ 352,307 and $ 70,040 was allocated to cost of goods sold, resulting in net depreciation expense of $ 14,477 included in operating expense. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2024 | |
Lessee Disclosure [Abstract] | |
Leases | Note 8 – Leases The Company determines if an arrangement is a finance lease or operating lease at inception and recognizes right-of-use (“ROU”) assets and lease liabilities at commencement date based on the present value of the lease payments over the lease term. For operating leases, our right-of-use assets are amortized on a straight-line basis over the lease term with rent expense recorded to operating expenses. The Company has elected the practical expedient of not separating lease components from nonlease components. The depreciable life of related leasehold improvements is based on the shorter of the useful life or the lease term. The Company leases its 20,945 square foot facility under a non-cancelable real property lease agreement that expires on August 31, 2025, with two five-year options to extend, at a monthly lease rate of $ 10,036 , with approximately a 3 % annual escalation of lease payments commencing September 15, 2021, under which an entity owned entirely by Ira Goldfarb, the Company's Executive Chairman, is the landlord. The facility lease contains provisions requiring payment of property taxes, utilities, insurance, maintenance and other occupancy costs applicable to the leased premise. As the Company’s leases do not provide implicit discount rates, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate for the lease at the time of commencement was 5.75 %. On July 1, 2023, the Company leased additional warehouse space in Irving, Texas, of approximately 9,000 feet under a 37 -month lease at a rate of $ 8,456 per month, with approximately a 4 % annual escalation of lease payments. The facility lease contains provisions requiring payment of property taxes, utilities, insurance, maintenance and other occupancy costs applicable to the leased premise. As the Company’s leases do not provide implicit discount rates, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate for the lease at the time of commencement was 8 %. On October 26, 2023, the Company entered into a lease agreement with Prologis, Inc., a Maryland corporation, which the Company intends to use as production space. The Company leased approximately 51,264 square feet in Dallas, Texas for an initial term of approximately five years and two months . The lease commenced on November 1, 2023. The base rent payments started at approximately $ 42,500 per month in the first year, and increase each year, up to approximately $ 51,700 per month during the last year of the initial term. The Company is also responsible for operating expenses of the premises, which start at $ 7,835 per month, with an annual escalation of 4.3 %. As a deposit on the lease, the Company is required to provide a letter of credit to the Landlord in the amount of $ 300,000 . The lease may be extended for a period of five years, at the option of the Company, at a rate to be based on a fair market rent rate determined at the time of the extension. The incremental borrowing rate for the lease at the time of commencement was 9.38 %. On January 19, 2024, Sow Good Inc., the Company entered into a sublease agreement with Papsa Merx S. de R.S. de C.V., a corporation registered in Mexico City, Mexico. Pursuant to the terms of the Sublease Agreement, the Company will sublease approximately 141 rentable square meters at Av. Roble 660, Valle del Campestre, 66265 San Pedro Garza García Municipality, Nuevo León, 66269 for a term of approximately seventeen months, which the Company intends to use as office space. The Term of the Lease Agreement commenced on February 1, 2024. The Sublease Agreement provides for rent payments at fixed price of $ 5,250 USD per month plus the corresponding Value Added Tax for the duration of the Term. The Company is also responsible for operating expenses of the Premises, which includes a maintenance fee, electricity and internet services. The Company is required to provide a deposit of guarantee in the amount of $ 5,250 USD in connection with the Sublease Agreement. The Sublease Agreement does not have a renewal period. The incremental borrowing rate for the lease at the time of commencement was 10.68 %. On May 22, 2024, the Company entered into an industrial lease (the “Lease”) with USCIF Pinnacle Building B LLC, a Delaware limited liability company. Pursuant to the terms of the Lease, the Company will lease approximately 324,000 rentable square feet from the Lessor at 4024 Rock Quarry Road, Dallas, Texas for a term of approximately 62 months, which the Company intends to use as industrial and manufacturing space. The Term of the Lease commenced on May 22, 2024. The Lease provides for graduated rent payments starting at $ 122,175 per month, increasing up to $ 297,289.14 per month by the end of the Lease, plus taxes, insurance and common area maintenance costs. The Company has provided a security deposit in the amount of $ 1,000,000 in connection with the Lease. The Lease may be renewed upon the extension in writing between the Company and the Lessor for a period of up to 60 months. The incremental borrowing rate for the lease at the time of commencement was 10.84 %. The components of lease expense were as follows: For the Six Months Ended June 30, 2024 2023 Right-of-Use lease cost: Amortization of right-of-use asset $ 593,272 $ 34,817 Supplemental balance sheet information related to leases was as follows: June 30, December 31, 2024 2023 Operating lease: Operating lease assets $ 17,918,843 $ 4,061,820 Current portion of operating lease liability $ 1,701,079 $ 550,941 Noncurrent operating lease liability 16,783,997 3,671,729 Total operating lease liability $ 18,485,076 $ 4,222,670 Weighted average remaining lease term: Operating leases (in years) 5.1 5.9 Weighted average discount rate: Operating lease 10.30 % 8.20 % Supplemental cash flow and other information related to operating leases was as follows: For the Six Months Ended June 30, 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used for operating leases $ 755,073 $ 25,261 The future minimum lease payments due under operating leases as of June 30, 2024 is as follows: Fiscal Year Ending Minimum Lease December 31, Commitments 2024 (for the six months remaining) $ 1,624,289 2025 4,314,293 2026 4,894,962 2027 5,004,433 2028 and thereafter 8,509,236 Total $ 24,347,212 Less effects of discounting ( 5,862,136 ) Lease liability recognized $ 18,485,076 |
Notes Payable, Related Parties
Notes Payable, Related Parties | 6 Months Ended |
Jun. 30, 2024 | |
Notes Payable [Abstract] | |
Notes Payable, Related Parties | Note 9 – Notes Payable, Related Parties Notes payable, related parties consists of the following at June 30, 2024 and December 31, 2023, respectively: June 30, December 31, 2024 2023 On May 11, 2023, the Company received $ 100,000 pursuant to a note and warrant purchase agreement from Bradley Berman, one of the Company’s Directors, on behalf of the Bradley Berman Irrevocable Trust, as lender. The note bears interest at 8 % per annum, payable in cash semi-annually on June 30 and December 31, with appropriate pro rata adjustments made for any partial interest accrual period. The noteholder also received warrants to purchase 25,000 shares of common stock, exercisable at $ 2.50 per share over a ten-year term. The warrants were exercised on April 15, 2024, and the proceeds were used to partially repay the note. The unsecured note matured on May 11, 2024 . $ - $ 100,000 On April 25, 2023, the Company received $ 50,000 pursuant to a note and warrant purchase agreement from the Cesar J. Gutierrez Living Trust, as beneficially controlled by the brother of the Company’s CEO, as lender. The note bears interest at 8 % per annum, payable in cash semi-annually on June 30 and December 31, with appropriate pro rata adjustments made for any partial interest accrual period. The noteholder also received warrants to purchase 12,500 shares of common stock, exercisable at $ 2.50 per share over a ten-year term. The warrants were exercised on April 15, 2024, and the proceeds were used to partially repay the note. The unsecured note matured on April 25, 2024 . - 50,000 On April 25, 2023, the Company received $ 750,000 pursuant to a note and warrant purchase agreement from a trust held by the Company’s Chairman, Mr. Goldfarb, as lender. The note bears interest at 8 % per annum, payable in cash semi-annually on June 30 and December 31, with appropriate pro rata adjustments made for any partial interest accrual period. The noteholder also received warrants to purchase 187,500 shares of common stock, exercisable at $ 2.50 per share over a ten-year term. The warrants were exercised on April 15, 2024, and the proceeds were used to partially repay the note. The unsecured note matured on April 25, 2024 . - 750,000 On April 11, 2023, the Company received $ 250,000 pursuant to a note and warrant purchase agreement from the Lyle A. Berman Revocable Trust, as beneficially controlled by one of the Company’s Directors, as lender. The unsecured note matures on August 23, 2025 . The note bears interest at 8 % per annum, payable on January 1, 2025. The noteholder also received warrants to purchase 62,500 shares of common stock, exercisable at $ 2.60 per share over a ten-year term. The warrants were exercised on April 15, 2024 . 250,000 250,000 On March 7, 2023, the Company received $ 250,000 pursuant to a note and warrant purchase agreement from the Lyle A. Berman Revocable Trust, as beneficially controlled by one of the Company’s Directors, as lender. The unsecured note matures on August 23, 2025 . The note bears interest at 8 % per annum, payable on January 1, 2025. The noteholder also received warrants to purchase 62,500 shares of common stock, exercisable at $ 2.60 per share over a ten-year term. The warrants were exercised on April 15, 2024 . 250,000 250,000 On March 2, 2023, the Company received $ 250,000 pursuant to a note and warrant purchase agreement from a trust held by the Company’s Chairman, Mr. Goldfarb, as lender. The unsecured note matures on August 23, 2025 . The note bears interest at 8 % per annum, payable on January 1, 2025. The noteholder also received 250,000 250,000 warrants to purchase 62,500 shares of common stock, exercisable at $ 2.60 per share over a ten-year term. The warrants were exercised on April 15, 2024 . On February 1, 2023, the Company received $ 500,000 pursuant to a note and warrant purchase agreement from a trust held by the Company’s Chairman, Mr. Goldfarb, as lender. The unsecured note matures on August 23, 2025 . The note bears interest at 8 % per annum, payable on January 1, 2025. The noteholder also received warrants to purchase 125,000 shares of common stock, exercisable at $ 2.60 per share over a ten-year term. The warrants were exercised on April 15, 2024 . 500,000 500,000 On January 5, 2023, the Company received $ 250,000 pursuant to a note and warrant purchase agreement from the Lyle A. Berman Revocable Trust, as beneficially controlled by one of the Company’s Directors, as lender. The unsecured note matures on August 23, 2025 . The note bears interest at 8 % per annum, payable on January 1, 2025. The noteholder also received warrants to purchase 62,500 shares of common stock, exercisable at $ 2.60 per share over a ten-year term. The warrants were exercised on April 15, 2024 . 250,000 250,000 On December 31, 2022, the Company received $ 250,000 pursuant to a note and warrant purchase agreement from the Lyle A. Berman Revocable Trust, as beneficially controlled by one of the Company’s Directors, as lender. The unsecured note matures on August 23, 2025 . The note bears interest at 8 % per annum, payable on January 1, 2025. The noteholder also received warrants to purchase 62,500 shares of common stock, exercisable at $ 2.60 per share over a ten-year term. The warrants were exercised on April 15, 2024 . 250,000 250,000 On September 29, 2022, the Company received $ 500,000 pursuant to a note and warrant purchase agreement from a trust held by the Company’s Chairman, Mr. Goldfarb, as lender. The unsecured note matures on August 23, 2025 . The note bears interest at 8 % per annum, payable on January 1, 2025. The noteholder also received warrants to purchase 125,000 shares of common stock, exercisable at $ 2.60 per share over a ten-year term. The warrants were exercised on April 15, 2024 . 500,000 500,000 On September 29, 2022, the Company received $ 250,000 pursuant to a note and warrant purchase agreement from the Lyle A. Berman Revocable Trust, as beneficially controlled by one of the Company’s Directors, as lender. The unsecured note matures on August 23, 2025 . The note bears interest at 8 % per annum, payable on January 1, 2025. The noteholder also received warrants to purchase 62,500 shares of common stock, exercisable at $ 2.60 per share over a ten-year term. The warrants were exercised on April 15, 2024 . 250,000 250,000 On April 8, 2022, the Company received $ 2,000,000 pursuant to a note and warrant purchase agreement from a trust held by the Company’s Chairman, Mr. Goldfarb, as lender. The unsecured note bears interest at 6 % per annum, compounded semi-annually, and was payable in cash semi-annually on June 30 th and December 31 st . The noteholder also received warrants to purchase 500,000 shares of common stock, exercisable at $ 2.35 per share over a ten-year term. The warrants were exercised on April 15, 2024 and proceeds from certain warrant exercises were used to repay the note. - 2,000,000 On April 8, 2022, the Company received $ 100,000 pursuant to a note and warrant purchase agreement with the Company’s Chairman and CEO, Mr. & Mrs. Goldfarb, as lenders. The unsecured note bears interest at 6 % per annum, compounded semi-annually, and was payable in cash semi-annually on June 30 th and December 31 st . The noteholder also received warrants to purchase 25,000 shares of common stock, exercisable at $ 2.35 per share over a ten-year term. The warrants were exercised on April 15, 2024 and proceeds were used to repay the note. - 100,000 On April 8, 2022, the Company received $ 100,000 pursuant to a note and warrant purchase agreement with IG Union Bower LLC, an entity owned by Ira Goldfarb, the Company’s Chairman, as lender. The unsecured note bears interest at 6 % per annum, compounded semi-annually, and was payable in cash semi-annually on June 30 th and December 31 st . The noteholder also received warrants to purchase 25,000 shares of common stock, exercisable at $ 2.35 per share over a ten-year term. The warrants were exercised on April 15, 2024 and proceeds were used to repay the note. - 100,000 On April 8, 2022, the Company received $ 920,000 pursuant to a note and warrant purchase agreement from the Lyle A. Berman Revocable Trust, as beneficially controlled by one of the Company’s Directors, as lender. The unsecured note bears interest at 6 % per annum, compounded semi-annually, and was payable in cash semi-annually on June 30 th and December 31 st . The noteholder also received warrants to purchase 230,000 shares of common stock, exercisable at $ 2.35 per share over a ten-year term.The warrants were exercised on April 15, 2024 and proceeds were used to repay the note. - 920,000 On December 31, 2021, the Company received $ 1,500,000 pursuant to a note and warrant purchase agreement with the Company’s Chairman and CEO, Mr. & Mrs. Goldfarb, as lenders. The unsecured note bears interest at 8 % per annum, compounded semi-annually, and shall be payable in cash semi-annually on June 30 th and December 31 st . The note matures on December 31, 2024 . The noteholders also received warrants to purchase 225,000 shares of common stock, exercisable at $ 2.21 per share over a ten-year term. The warrants were exercised on April 15, 2024 and proceeds were used to partially repay the note. 629,000 1,500,000 On December 31, 2021, the Company received $ 500,000 pursuant to a note and warrant purchase agreement from the Lyle A. Berman Revocable Trust, as beneficially controlled by one of the Company’s Directors, as lender. The unsecured note bears interest at 8 % per annum, compounded semi-annually, and shall be payable in cash semi-annually on June 30 th and December 31 st . The noteholder also received warrants to purchase 75,000 shares of common stock, exercisable at $ 2.21 per share over a ten-year term. The warrants were exercised on April 15, 2024 and proceeds were used to repay the note. - 500,000 On December 31, 2021, the Company received $ 25,000 pursuant to a note and warrant purchase agreement from the Company’s former CFO, Bradley K. Burke, as lender. The unsecured note bears interest at 8 % per annum, compounded semi-annually, and shall be payable in cash semi-annually on June 30 th and December 31 st . The note matures on December 31, 2024 . The noteholder also received warrants to purchase 3,750 shares of common stock, exercisable at $ 2.21 per share over a ten-year term. The warrants were exercised on April 15, 2024 and proceeds were used to partially repay the note. 16,712 25,000 On December 31, 2021, the Company received $ 50,000 pursuant to a note and warrant purchase agreement from the Cesar J. Gutierrez Living Trust, as beneficially controlled by the brother of the Company’s CEO, as lender. The unsecured note bears interest at 8 % per annum, compounded semi-annually, and shall be payable in cash semi-annually on June 30 th and December 31 st . The note matures on December 31, 2024 . The noteholder also received warrants to purchase 7,500 shares of common stock, exercisable at $ 2.21 per share over a ten-year term. The warrants were exercised on April 15, 2024 and proceeds were used to partially repay the note. 33,425 50,000 Total notes payable, related parties 3,179,137 8,595,000 Less unamortized debt discounts: 589,971 1,880,712 Notes payable 2,589,166 6,714,288 Less: current maturities 632,084 2,543,146 Notes payable, related parties, less current maturities $ 1,957,082 $ 4,171,142 In the three and six month period ended June 30, 2024, the Company recorded $ 696,502 of loss on the early extinguishments of debt related to the accelerated amortization of debt discounts related to the Warrant Exercise Transaction. In the three and six month period ended June 30, 2023, the Company recognized no loss on the early extinguishment of debt related to the accelerated amortization of debt discounts. |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2024 | |
Notes Payable [Abstract] | |
Notes Payable | Note 10 – Notes Payable Notes payable consists of the following at June 30, 2024 and December 31, 2023, respectively: June 30, December 31, 2024 2023 On April 25, 2023, the Company received $ 400,000 pursuant to a note and warrant purchase agreement from an accredited investor, as lender. The note bears interest at 8 % per annum, payable in cash semi-annually on June 30 and December 31, with appropriate pro rata adjustments made for any partial interest accrual period. The noteholder also received warrants to purchase 100,000 shares of common stock, exercisable at $ 2.50 per share over a ten -year term. The warrants were exercised on April 15, 2024 , and the proceeds were used to partially repay the note. The remaining portion of the note matured on April 25, 2024 . $ - $ 400,000 On April 8, 2022, the Company received $ 80,000 pursuant to a note and warrant purchase agreement from an accredited investor, as lender. The unsecured note bears interest at 6 % per annum, compounded semi-annually, and was payable in cash semi-annually on June 30 th and December 31 st . On August 23, 2022, the note was amended to update the terms of the interest payment to be payable at the earlier of the maturity date or January 1, 2025, rather than being paid semi-annually. The note matures on April 8, 2025 . The noteholders also received warrants to purchase 20,000 shares of common stock, exercisable at $ 2.35 per share over a ten -year term. The warrants were exercised on April 15, 2024 , and the proceeds were used to partially repay the note. 33,000 80,000 On April 8, 2022, the Company received $ 500,000 pursuant to a note and warrant purchase agreement from an accredited investor, as lender. The unsecured note bears interest at 6 % per annum, compounded semi-annually, and was payable in cash semi-annually on June 30 th and December 31 st . On August 23, 2022, the note was amended to update the terms of the interest payment to be payable at the earlier of the maturity date or January 1, 2025, rather than being paid semi-annually. The note matures on April 8, 2025 . The noteholders also received warrants to purchase 125,000 shares of common stock, exercisable at $ 2.35 per share over a ten -year term. The warrants were exercised on April 15, 2024 , and the proceeds were used to partially repay the note. 206,250 500,000 On June 16, 2020, the Company entered into a loan authorization and loan agreement with the United States Small Business Administration (the “SBA”), as lender, pursuant to the SBA’s Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the Company’s business (the “EIDL Loan Agreement”) encompassing a $ 150,000 Promissory Note issued to the SBA (the “EIDL Note”)(together with the EIDL Loan Agreement, the “EIDL Loan”), bearing interest at 3.75 % per annum. In connection with entering into the EIDL Loan, the Company also executed a security agreement, dated June 16, 2020, between the SBA and the Company (the “EIDL Security Agreement”) pursuant to which the EIDL Loan is secured by a security interest on all of the Company’s assets. Under the EIDL Note, the Company is required to pay principal and interest payments of $ 731 every month beginning June 16, 2022, as extended. All remaining principal and accrued interest is due and payable on June 16, 2050. The EIDL Note may be repaid at any time without penalty. $ 150,000 $ 150,000 Total notes payable 389,250 1,130,000 Less unamortized debt discounts: 38,558 222,024 Notes payable 350,692 907,976 Less: current maturities 200,692 313,938 Notes payable, less current maturities $ 150,000 $ 594,038 The Company recognized interest expense related to notes payable, related parties, and other notes payable for the three and six months ended June 30, 2024 and 2023, as follows: For the Three Months Ended For the Six Months Ended June 30, June 30, 2024 2023 2024 2023 Interest on notes payable, related parties $ 83,673 $ 147,561 $ 221,325 $ 267,676 Amortization of debt discounts on notes payable, related parties 364,912 579,808 594,238 913,999 Interest on notes payable 6,326 14,280 14,918 20,302 Amortization of debt discounts on notes payable 142,560 104,336 183,466 140,823 Interest - other 2,193 1,524 4,386 3,045 Total interest expense $ 599,664 $ 847,509 $ 1,018,333 $ 1,345,845 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2024 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 11 – Stockholders ’ Equity Preferred Stock The Company has 20,000,000 authorized shares of $ 0.001 par value preferred stock. No shares have been issued to date. Warrant Exercise Transaction On April 15, 2024, the Company issued 2,186,250 shares of its common stock in connection with the exercise of warrants that were issued between December 2021 and May 2023 (the "Warrants”), with exercise prices varying from $ 2.21 to $ 2.60 (the "Warrant Exercise”). None of the Warrants were amended prior to or in connection with the Warrant Exercise. Each of the exercising holders of warrants (collectively, the "Holders”), received its warrants in connection with the incurrence by the Company of indebtedness pursuant to various tranches of promissory notes issued between December 2021 and May 2023 (collectively, the "Notes”). The Warrants were classified as permanent equity at inception. Due to a redemption feature in the Warrants allowing the Company to redeem the Warrants for $ 0.001 per Warrant if the daily volume weighted average price per share over thirty consecutive trading days is above $ 9.00 , the Company received indications of intent to exercise Warrants from various Holders given the recent increase in trading price of the Company's common stock. With authorization from the Company's Board of Directors, each of the Holders was provided an opportunity to, and agreed to, amend certain of such Holder’s Notes (the "Notes Amendment”) to allow for the partial prepayment of principal in an aggregate amount equal to the exercise price of such Holder’s Warrants. In addition to the Notes Amendment, certain of the Holders elected use a portion of the accrued but unpaid interest under such Holder’s Notes to pay the exercise price of the Warrants. Certain of the Notes were repaid in full as a result of the Warrant Exercise and thereby did not need to be amended pursuant to the Notes Amendment (the Warrant Exercise, whether by partial or full repayment of principal, or by election to use a portion of accrued but unpaid interest under the Notes, together with the Notes Amendment, the "Warrant Exercise Transaction”). As a result of the Warrant Exercise Transaction, excluding the impact of deferred debt costs, the Company’s debt was reduced by $ 5,200,362 , accrued interest payable was reduced by $ 98,750 , common equity was increased by $ 5,299,112 and the Company issued an aggregate of 2,186,250 shares of common stock. Certain of the Notes totaling $ 3,620,000 were fully repaid and the related debt discounts of $ 696,502 were fully expensed as a loss on the extinguishment of debt in the three month period ended June 30, 2024. The Notes subject to the Notes Amendment were partially repaid, this payment totaled $ 1,580,363 , and the ratable portion of the related debt discounts totaling $ 215,773 was included as amortized interest in the three month period ended June 30, 2024. The remaining debt discounts will continue to be amortized as interest over the remaining term of the Notes. The Notes Amendment only allowed for the partial prepayment of principal and did not change any other terms of the Notes, and the present value of expected cash flows over the remaining life of the Notes remains substantially unchanged by the modification of these Notes. Common Stock Sold for Cash On May 2, 2024, the Company priced its registered underwritten public offering of 1,200,000 shares of the Company’s common stock, par value $ 0.001 at a price of $ 10.00 per share. In addition, the Company granted the underwriters a 30-day overallotment option to purchase up to 180,000 additional shares of common stock and issued to the underwriters warrants to purchase 120,000 shares of Common Stock. On May 1, 2024, the Company received approval to list its common stock on the Nasdaq Capital Market stock exchange ("Nasdaq”). Trading on Nasdaq commenced on May 2, 2024. On May 9, 2024, the underwriters purchased all of the Additional Shares pursuant to the full exercise of their overallotment option. Including proceeds from the Additional Shares, the proceeds from the public offering were approximately $ 11,974,976 net of offering expenses and underwriting discounts and commissions. On March 28, 2024 , the Company raised $ 3,738,000 of capital from the sale of 515,597 newly issued shares of common stock at a share price of $ 7.25 in a private placement exempt from the registration requirements of the Securities Act of 1933 pursuant to Section 4(a)(2) thereof. A total of 158,694 of these shares, or proceeds of $ 1,150,500 were purchased by officers, directors, and related parties. On November 20, 2023, the Company entered into a Stock Purchase Agreement with multiple accredited investors to sell and issue to the purchasers, thereunder, an aggregate of 426,288 shares of the Company’s common stock at a price of $ 6.50 per share. Proceeds to the Company from the sale of the shares were $ 2,770,848 . A total of 46,669 of these shares, or proceeds of $ 303,348 were purchased by officers and directors. On August 25, 2023, the Company entered into a Stock Purchase Agreement with multiple accredited investors to sell and issue to the purchasers, thereunder, an aggregate of 735,000 shares of the Company’s common stock at a price of $ 5.00 per share. Proceeds to the Company from the sale of the shares were $ 3,675,000 . A total of 195,000 of these shares, or proceeds of $ 975,000 were purchased by officers and directors. Common Stock Issued to Directors for Services On February 9, 2024, the Company issued an aggregate 23,534 shares of common stock amongst its five non-employee Directors and three advisory Directors for annual services to be rendered. The aggregate fair value of the common stock was $ 519,280 , based on the closing price of the Company’s common stock on the date of grant. The shares were expensed upon issuance. On January 11, 2024, the Company issued an aggregate 7,060 shares of common stock amongst its five non-employee Directors for annual services to be rendered. The aggregate fair value of the common stock was $ 56,480 , based on the closing price of the Company’s common stock on the date of grant. The shares were expensed upon issuance. On January 5, 2024, the Company appointed Edward Shensky as a member of the Board of Directors of the Company effective immediately. Pursuant to the Company’s Non-Employee Director Compensation Plan, Mr. Shensky received annualized compensation of $ 25,000 , paid in cash or common stock. On June 1, 2023, the Company issued an aggregate 21,095 shares of common stock amongst its five directors for annual services to be rendered. The aggregate fair value of the common stock was $ 125,230 , based on the closing price of the Company’s common stock on the date of grant. The shares were expensed upon issuance. On July 22, 2022, the Company accepted Mr. Joseph Lahti’s resignation from the Board of Directors and appointed Tim Creed as a member of the Board. Pursuant to the Company’s Non-Employee Director Compensation Plan, Mr. Creed received 6,410 shares of common stock as compensation. The fair value of the shares was $ 25,000 , based on the closing price of the Company’s common stock on the date of grant. On April 11, 2022, the Company appointed Joe Mueller as a member of the Board of Directors and Audit Committee. Pursuant to the Company’s Non-Employee Director Compensation Plan, Mr. Mueller received 8,064 shares of common stock as compensation. The fair value of the shares was $ 24,998 , based on the closing price of the Company’s common stock on the date of grant. Common Stock Awarded to Advisory Panel Members On April 20, 2022, the Company awarded an aggregate total of 8,000 shares of common stock to two advisory panel members for services. The aggregate fair value of the shares was $ 20,000 , based on the closing price of the Company’s common stock on the date of grant. On March 25, 2022, the Company awarded 4,255 shares of common stock to a newly appointed advisory panel member for services. The fair value of the shares was $ 10,000 , based on the closing price of the Company’s common stock on the date of grant. |
Options
Options | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Options | Note 12 – Options The 2020 Equity Plan was approved by written consent of a majority of shareholders of record as of November 12, 2019 and adopted by the Board of Directors on December 5, 2019, as provided in the definitive information statement filed with Securities and Exchange Commission on January 10, 2020 (the “DEF 14C”). The description of the 2020 Equity Plan is qualified in its entirety by the text of the 2020 Equity Plan, a copy of which was attached as Annex C to the DEF 14C. On January 8, 2024, our stockholders took action by written consent to ratify the amendment to the 2020 Stock Incentive Plan (the “2020 Plan”) approved by the Board of Directors on December 15, 2023. On December 15, 2023, our Board of Directors approved an amendment to the 2020 Plan to effect an increase in the number of shares that remain available for issuance under the 2020 Plan by an additional 2,150,000 shares up to an aggregate of 2,272,954 shares available for issuance under the 2020 Plan (the “2020 Plan Amendment”). Before the 2020 Plan Amendment, the number of shares available for issuance under the 2020 Plan would be too limited to effectively operate as an incentive and retention tool for employees, officers, directors, non-employee directors and consultants of the Company and its affiliates (as defined in the 2020 Plan). The 2020 Plan and the approved increase will enable us to continue our policy of equity ownership by employees, officers, directors, non-employee directors and consultants of the Company and its affiliates as an incentive to contribute to the creation of long-term value for our stockholders. Amendment to the 2020 Stock Incentive Plan On January 8, 2024, our stockholders took action by written consent to ratify the amendment to the 2020 Stock Incentive Plan (the “2020 Plan”) approved by the Board of Directors on December 15, 2023. On December 15, 2023, our Board approved an amendment to the 2020 Plan to effect an increase in the number of shares that remain available for issuance under the 2020 Plan by an additional 2,150,000 shares up to an aggregate of 2,272,954 shares available for issuance under the 2020 Plan (the “2020 Plan Amendment”). Before the 2020 Plan Amendment, the number of shares available for issuance under the 2020 Plan would be too limited to effectively operate as an incentive and retention tool for employees, officers, directors, non-employee directors and consultants of the Company and its affiliates (as defined in the 2020 Plan). The 2020 Plan and the approved increase enabled us to continue our policy of equity ownership by employees, officers, directors, non-employee directors and consultants of the Company and its affiliates as an incentive to contribute to the creation of long-term value for our stockholders. 2024 Stock Incentive Plan Effective February 15, 2024, the Board of Directors adopted the 2024 Plan (the “2024 Plan”) under which a total of 3,000,000 share of our common stock have been reserved for issuance of Incentive Stock Options, or ISOs, Non-Qualified Stock Options, or NSOs, restricted share awards, stock unit awards, SARs, other stock-based awards, performance-based stock awards, (collectively, “stock awards”) and cash-based awards (stock awards and cash-based awards are collectively referred to as “awards”). ISOs may be granted only to our employees, including officers, and the employees of our parent or subsidiaries. All other awards may be granted to our employees, officers, our non-employee directors, and consultants and the employees and consultants of our subsidiaries, and affiliates. Outstanding Options Options to purchase an aggregate total of 2,610,442 shares of common stock were outstanding as of June 30, 2024, respectively, at a weighted average strike price of $ 15.99 . The weighted average life of exercisable outstanding options was 9.0 years as of June 30, 2024. The Company recognized compensation expense related to common stock options that are being amortized over the implied service term, or vesting period, of the options during the three and six months ended June 30, 2024 and 2023, as follows: For the Three Months Ended For the Six Months Ended June 30, June 30, 2024 2023 2024 2023 Directors $ 28,962 $ 28,658 $ 57,608 $ 57,633 Officers 1,030,032 79,644 2,044,628 158,412 Employees 63,286 23,222 105,639 42,632 Total amortized options expense $ 1,122,280 $ 131,841 $ 2,207,875 $ 258,677 The remaining unamortized balance of these options is $ 13,509,032 as of June 30, 2024 and the weighted-average period over which these awards are expected to be recognized is approximately 3 years. Options Granted During the six months ended June 30, 2024, 21 employees were granted options to purchase an aggregate of 101,911 shares of the Company's common stock, having a weighted average exercise price of $ 15.99 , exercisable over a 10 -year term. The options will vest 60 % on the third anniversary, and 20 % each anniversary thereafter until fully vested. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 94 to 95 % and an average call option value of $ 12.88 , was $ 1,312,561 . The options are being expensed over the vesting period. Options Cancelled or Forfeited An aggregate 47,000 options with a weighted average strike price of $ 5.43 per share were forfeited by former employees during the six months ended June 30, 2024. Options Expired During the six months ended June 30, 2024 , options expirations consisted of 333 options with a $ 195.00 strike price, and 14,491 options with a $ 5.41 strike price. Options Exercised A total of 50,459 options were exercised during the three months period ended June 30, 2024 . No options were exercised during the six months ended June 30, 2023. Proceeds from options exercises during the six months ended June 30, 2024 amounted to $ 163,854 . Options Exercisable There were 367,302 options exercisable as of June 30, 2024 . |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2024 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Note 13 – Warrants Warrants Exercised A total of 2,186,250 warrants related to the issuance of debt were fully exercised at an average price of $ 2.50 , and the proceeds were used to repay certain Notes Payable. The debt discounts relating to the warrants were either written off as a loss on early extinguishment of debt, to the extent that the related Notes Payable were fully retired, or amortized to interest expense for those Notes which were partially extinguished. The Company realized a loss on early extinguishment of debt of $ 696,502 for the three and six month periods ended June 30, 2024. Interest expense related to debt discount amortization was $ 777,704 and $ 1,054,822 for the six months ended June 30, 2024 and 2023 , respectively. Another 52,500 warrants were exercised at an exercise price of $ 4.00 during the period. Warrants Granted On May 6, 2024, the Company issued a press release announcing the pricing of its registered underwritten public offering. In connection with the public offering, the Company issued to the underwriters warrants to purchase 138,000 shares of Common Stock. The grant was equal to 10 % of the number of shares sold in this offering by Roth, (a total of 1,380,000 shares). The Representative’s Warrants will be exercisable upon issuance, will have an exercise price equal to 120 %, (or $ 12.00 ) of the initial public offering price and will terminate fifth anniversary of the effective date of the registration statement. The Representative’s Warrants and the underlying shares of common stock are deemed compensation by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and will therefore be subject to FINRA Rule 5110(g)(1). In accordance with FINRA Rule 5110(g)(1), neither the Representative’s Warrants nor any shares issued upon exercise of the Representative's Warrants may be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities by any person, for a period of 180 days immediately following the date of effectiveness or commencement of sales of the offering pursuant to which the Representative’s Warrants are being issued, subject to certain exceptions. The fair value of the warrants, was determined using the Black-Scholes option pricing model, and was recorded through additional paid in capital as an offset of the offering proceeds. Outstanding Warrants Warrants to purchase an aggregate total of 190,500 shares of common stock at a weighted average strike price of $ 9.80 , exercisable over a weighted average life of 5 years, were outstanding as of June 30, 2024. No warrants were cancelled or expired during the six months ended June 30, 2024 . |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 14 - Earnings Per Share Basic and diluted earnings per share for the three and six months ended June 30, 2024 and June 30, 2023: Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Net income (loss) attributable to common shareholders $ 3,335,142 $ ( 3,320,900 ) $ 3,845,730 $ ( 4,722,430 ) Basic weighted average shares 9,624,999 4,854,208 7,845,382 4,850,815 Basic income (loss) per share $ 0.35 $ ( 0.68 ) $ 0.49 $ ( 0.97 ) Diluted weighted average shares 11,385,708 4,854,208 9,408,247 4,850,815 Diluted income (loss) per share $ 0.29 $ ( 0.68 ) $ 0.41 $ ( 0.97 ) The table below includes information related to stock options and warrants that were outstanding at the end of each respective the three and six month periods ended June 30, 2024 and June 30, 2023 . For periods in which the Company incurred a net loss, these amounts are not included in weighted average dilutive shares because their impact would be anti-dilutive. For the three and six month periods ended June 30, 2024 , there were 950,333 options with a strike price greater than the average share price for the respective periods, which have been excluded from the weighted average shares because including them would have been antidilutive under the treasury method. Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Weighted average stock options 2,609,041 632,426 2,608,985 600,796 Weighted average price of stock options $ 6.92 $ 4.81 $ 6.92 $ 4.81 Weighted average warrants 451,385 1,357,866 1,502,403 1,010,337 Weighted average price of warrants $ 9.80 $ 2.47 $ 9.80 $ 2.47 Average price of common stock $ 17.29 $ 4.97 $ 12.86 $ 4.06 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 15 – Income Taxes We account for income taxes under the provisions of ASC Topic 740, Income taxes, which provides for an asset and liability approach for income taxes. Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently enacted tax laws, attributable to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts calculated for income tax purposes. The Company recognized income tax expense of $ 257,918 and $ 0 for th e periods ended June 30, 2024 and 2023, respectively. As of June 30, 2024, the Company has a net operating loss carryover of approximately $ 39,392,756 . Under existing Federal law, a portion of the net operating loss may be utilized to offset taxable income through the year ended December 31, 2037. A portion of the net operating loss (“NOL”) carryover begins to expire in 2031 . For tax years beginning after December 31, 2017, pursuant to the enactment of the Tax Cuts and Jobs Act (“TCJA”) net operating losses now carry forward indefinitely but are limited to offsetting 80% of taxable income in a tax year. Of the total estimated net operating loss as of June 30, 2024 , approximately $ 13,921,485 of the Company’s NOL is subject to the TCJA net operating loss provisions. ASC Topic 740 provides that a valuation allowance is recognized if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax asset will not be realized. As of June 30, 2024 , the Company is decreasing its valuation allowance from $ 12,984,109 to $ 12,345,665 due to a decrease in the net estimated deferred tax assets. At this time, the Company believes it is more likely than not that the benefit of the remaining net deferred tax assets will not be realized, the Company will continue to evaluate this valuation allowance quarterly. The Company filed annual US Federal income tax returns and annual income tax returns for the state of Minnesota through 2020. Following the 2020 tax year, the Company has filed annual state franchise tax returns for the state of Texas. We are not subject to income tax examinations by tax authorities for years before 2020 for all returns. Income taxing authorities have conducted no formal examinations of our past federal or state income tax returns and supporting records. The Company adopted the provisions of ASC Topic 740 regarding uncertainty in income taxes. The Company has found no significant uncertain tax positions as of any date on or before June 30, 2024. We account for income taxes under the provisions of ASC Topic 740, Income taxes, which provides for an asset and liability approach for income taxes. Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently enacted tax laws, attributable to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts calculated for income tax purposes. The Company has found no significant uncertain tax positions as of any date on or before June 30, 2024 . |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 16 – Subsequent Events Management has evaluated events and transactions subsequent to the balance sheet date through the date of this report (the day the financial statements were available to be issued) for potential recognition or disclosure in the financial statements. Management has not identified any items requiring recognition or disclosure. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Segment Reporting | Segment Reporting FASB ASC 280-10-50 requires annual and interim reporting for an enterprise’s operating segments and related disclosures about its products, services, geographic areas and major customers. An operating segment is defined as a component of an enterprise that engages in business activities from which it may earn revenues and expenses, and about which separate financial information is regularly evaluated by the chief operating decision maker in deciding how to allocate resources. The Company operates as a single segment and will evaluate additional segment disclosure requirements as it expands its operations. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Reclassifications | Reclassifications Certain amounts in the prior period financial statements have been reclassified to conform with the current period presentation. |
Environmental Liabilities | Environmental Liabilities The Company was formerly a direct owner of assets in the oil and gas industry. The oil and gas industry is subject, by its nature, to environmental hazards and clean-up costs. At this time, management knows of no substantial losses from environmental accidents or events which would have a material effect on the Company. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents include money market accounts which have maturities of three months or less. Cash equivalents are stated at cost plus accrued interest, which approximates market value. |
Cash in Excess of FDIC Insured Limits | Cash in Excess of FDIC Insured Limits The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation (FDIC) and the Securities Investor Protection Corporation (SIPC) up to $ 250,000 and $ 500,000 , respectively, under current regulations. The Company had cash in excess of FDIC and SIPC insured limits of $ 13,520,622 at June 30, 2024 . The Company had cash in excess of FDIC and SIPC insured limits of $ 1,837,840 at December 31, 2023. The Company has not experienced any losses in such accounts. |
Accounts Receivable | Accounts Receivable Accounts receivable are carried at their estimated collectible amounts. Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. The Company had an allowance for doubtful accounts of $ 9,380 at June 30, 2024 and no allowance for doubtful accounts at December 31, 2023. The Company estimates its reserve based on historical loss information. The Company believes that historical loss information is a reasonable base on which to determine expected credit losses for trade receivables held at the reporting date because the composition of the trade receivables at the reporting date is consistent with that used in developing the historical credit-loss percentages. However, the Company will continue to monitor and adjust the historical loss rates to reflect the effects of current conditions and forecasted changes. |
Inventory | Inventory Inventory is valued at the lower of average cost or net realizable value. The cost of substantially all of the Company’s inventory has been determined by the first-in, first-out (FIFO) method. |
Property and Equipment | Property and Equipment Property and equipment are stated at the lower of cost or estimated net recoverable amount. The cost of property, plant and equipment is depreciated using the straight-line method based on the lesser of the estimated useful lives of the assets or the lease term based on the following life expectancy: Software 3 years, or over the life of the agreement Website (years) 3 Office equipment (years) 5 Furniture and fixtures (years) 5 Machinery and equipment (years) 7 - 10 Leasehold improvements L ease-term or useful life Construction in progress is stated at cost, which predominately relates to the cost of freezers and equipment not yet placed into service. No depreciation expense is recorded on construction-in-progress until such time as the relevant assets are completed and put into use. Repairs and maintenance expenditures are charged to operations as incurred. Major improvements and replacements, which extend the useful life of an asset, are capitalized and depreciated over the remaining estimated useful life of the asset. When assets are retired or sold, the cost and related accumulated depreciation and amortization are eliminated and any resulting gain or loss is reflected in operations. Depreciation of property and equipment was $ 199,789 and $ 79,198 , of which and $ 194,850 and $ 70,039 was allocated to cost of goods sold, for the three months ended June 30, 2024 and 2023, respectively. Depreciation of property and equipment was $ 366,784 and $ 155,416 , of which and $ 352,307 and $ 70,040 was allocated to cost of goods sold, for the six months ended June 30, 2024 and 2023, respectively. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC 606 — Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, the Company recognizes revenue from the sale of its freeze dried food products, in accordance with a five-step model in which the Company evaluates the transfer of promised goods or services and recognizes revenue when customers obtain control of promised goods or services in an amount that reflects the consideration which the Company expects to be entitled to receive in exchange for those goods or services. To determine revenue recognition for the arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The Company has elected, as a practical expedient, to account for the shipping and handling as fulfillment costs, rather than as a separate performance obligation. For the six months ended June 30, 2024 and 2023, shipping and handling costs of $ 502,196 and $ 87,977 , respectively, are included in cost of goods sold. Revenue is reported net of applicable provisions for discounts, returns and allowances. Methodologies for determining these provisions are dependent on customer pricing and promotional practices. The Company records reductions to revenue for estimated product returns and pricing adjustments in the same period that the related revenue is recorded. These estimates are based on industry-based historical data, historical sales returns, if any, analysis of credit memo data, and other factors known at the time. |
Customer Concentration | Customer Concentration For the six months ended June 30, 2024 , our top three customers were responsible for 35.1 %, 21.0 %, and 18.7 % of our revenues, respectively. For the three months ended June 30, 2024 , our top three customers were responsible for 30.3 %, 23.1 %, and 21.8 % of our revenues. Our top five customers accounted for 81 % of our revenues during each of the three and six months ended June 30, 2024. For the six months ended June 30, 2023 , our top three customers were responsible for 30.0 %, 18.6 %, and 14.5 % of our revenues, respectively. For the three months ended June 30, 2023 our top three customers were responsible for 34.6 %, 20.6 % and 10.5 % of our revenues. respectively. Our top five customers accounted for 78 % and 79 % of our revenues during the three and six months ended June 30, 2023 , respectively. |
Supplier Concentration | Supplier Concentration For the six months ended June 30, 2024 , three suppliers accounted for 69 % of our purchases from vendors. For the three months ended June 30, 2024 three suppliers accounted for 76 % of our purchases from vendors. For the six months ended June 30, 2023 , three suppliers accounted for 79 % of our purchases from vendors. For the three months ended June 30, 2023 three suppliers accounted for 83 % of our purchases from vendors. The Company considers these vendors to be critical suppliers of candy for our freeze dried candy production. |
Basic and Diluted Earnings (Loss) Per Share | Basic and Diluted Earnings (Loss) Per Share The basic net income (loss) per common share is computed by dividing the net income (loss) by the weighted average number of common shares outstanding. Diluted net income (loss) per common share is computed by dividing the net income (loss) adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods where potential dilutive securities would have an anti-dilutive effect and they were not included in the calculation of diluted net loss per common share. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for equity instruments issued to employees in accordance with the provisions of ASC 718 – Stock Compensation (“ASC 718”) and Equity-Based Payments to Non-employees pursuant to ASC 2018-07 – Compensation – Stock Compensation (“ASC 2018-07”). All transactions in which the consideration provided in exchange for the purchase of goods or services consists of the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the earlier of the date on which the counterparty’s performance is complete or the date at which a commitment for performance by the counterparty to earn the equity instruments is reached because of sufficiently large disincentives for nonperformance. Stock-based compensation related to the issuance of shares of common stock for services consisted of $ 9,477 and $ 125,229 for the three months ended June 30, 2024 and 2023, respectively. Stock-based compensation related to the issuance of shares of common stock for services consisted of $ 295,648 and $ 125,229 for the six months ended June 30, 2024 and 2023, respectively. Stock-based compensation related to amortization of stock option grants consisted of $ 1,122,280 and $ 131,841 for the three months ended June 30, 2024 and 2023, respectively. Stock-based compensation related to amortization of stock option grants consisted of $ 2,207,875 and $ 258,677 for the six months ended June 30, 2024 and 2023, respectively. The Company uses a Monte Carlo simulation to value its performance-based and market-based stock options. The fair values of service based stock options are determined using the Black-Scholes options pricing model and an effective term of 2.3 to 7.3 years based on either the weighted average of the vesting periods and the stated term of the option grants or as calculated under the options valuation model, the discount rate on 5 to 7 year U.S. Treasury securities at the grant date, and are being amortized over the related implied service term, or vesting period. |
Income Taxes | Income Taxes The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax basis of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not. |
Uncertain Tax Positions | Uncertain Tax Positions In accordance with ASC 740 – Income Taxes (“ASC 740”), the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These standards also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. Various taxing authorities can periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities. The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure, to require a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Public entities with a single reportable segment are required to provide the new disclosures and all the disclosures required under ASC 280. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, on a retrospective basis. The Company operates as a single segment and will evaluate additional segment disclosure requirements as it expands its operations. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to enhance the transparency and decision-usefulness of income tax disclosures, particularly in the rate reconciliation table and disclosures about income taxes paid. The ASU’s amendments are effective for annual periods beginning after December 15, 2024 on a prospective basis. Early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU on its financial statements and related disclosures. No other new accounting pronouncements, issued or effective during the six month ended June 30, 2024 , have had or are expected to have a significant impact on the Company’s financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Summary of Property and Equipment Life Expectancy | The cost of property, plant and equipment is depreciated using the straight-line method based on the lesser of the estimated useful lives of the assets or the lease term based on the following life expectancy: Software 3 years, or over the life of the agreement Website (years) 3 Office equipment (years) 5 Furniture and fixtures (years) 5 Machinery and equipment (years) 7 - 10 Leasehold improvements L ease-term or useful life |
Related Party (Tables)
Related Party (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Schedule of Stock Sales by Related Parties | The stock sales included purchases by the following related parties: Shares Amount Ira and Claudia Goldfarb, Executive Chairman and CEO, respectively 17,242 $ 125,000 Lyle A. Berman Revocable Trust, Director 68,966 500,000 Bradley Berman, Director 30,000 217,500 Edward Shensky 13,794 100,000 Brendon Fischer 8,000 58,000 Cesar J. Gutierrez 10,345 75,000 Alexandria Gutierrez 3,449 25,000 Ava Gutierrez 3,449 25,000 Brett Goldfarb 3,449 25,000 158,694 $ 1,150,500 The stock sales included purchases by the following related parties: Shares Amount Ira and Claudia Goldfarb, Executive Chairman and CEO, respectively 23,077 $ 150,000 Bradley Berman, Director 10,000 65,000 Joe Mueller, Director 5,000 32,500 Alexandria Gutierrez 4,615 29,998 Cesar J. Gutierrez Living Trust 3,977 25,851 46,669 $ 303,348 The stock sales included purchases by the following related parties: Shares Amount Ira and Claudia Goldfarb, Executive Chairman and CEO, respectively 100,000 $ 500,000 Ira Goldfarb Irrevocable Trust 40,000 200,000 Lyle A. Berman Revocable Trust, Director 40,000 200,000 Bradley Berman, Director 10,000 50,000 Alexandria Gutierrez 5,000 25,000 195,000 $ 975,000 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Summary of Valuation of Financial Instruments at Fair Value on a Nonrecurring Basis | The following schedule summarizes the valuation of financial instruments at fair value on a nonrecurring basis in the balances sheet as of June 30, 2024 and December 31, 2023: June 30, 2024 December 31, 2023 Carrying Estimated Carrying Estimated Liabilities Notes payable, related parties, net of debt discounts $ 2,589,166 $ 2,935,820 $ 6,714,288 $ 7,008,684 Notes payable, net of debt discounts 350,692 276,158 907,976 953,847 Total liabilities $ 2,939,858 $ 3,211,978 $ 7,622,264 $ 7,962,531 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | As of June 30, 2024 the Company's inventory consisted of raw materials, material overhead, labor, and manufacturing overhead, categorized as follows: June 30, December 31, 2024 2023 Finished goods $ 1,436,574 $ 222,051 Packaging materials 1,247,513 815,883 Inventory in transit 2,568,537 571,970 Work in progress 3,610,687 691,290 Raw materials 1,456,178 1,822,052 Total inventory $ 10,319,489 $ 4,123,246 |
Prepaid Expenses (Tables)
Prepaid Expenses (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Prepaid Expense, Current [Abstract] | |
Schedule of Prepaid Expenses | Prepaid expenses consist of the following at June 30, 2024 and December 31, 2023: June 30, December 31, 2024 2023 Prepaid professional costs $ - $ 382,524 Prepaid software licenses 53,077 $ 35,252 Prepaid insurance costs 52,623 $ 48,305 Trade shows and marketing services 64,381 $ 29,964 Prepaid rent - $ 67,119 Total prepaid expenses $ 170,081 $ 563,164 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Property and equipment: | |
Schedule of Property and Equipment | Property and equipment at consist of the following at June 30, 2024 and December 31, 2023: June 30, December 31, 2024 2023 Machinery $ 6,466,411 $ 4,714,626 Leasehold improvements 1,439,767 1,409,767 Software 70,000 70,000 Website 71,589 71,589 Office equipment 103,449 21,440 Construction in progress 1,886,721 1,522,465 10,037,937 7,809,887 Less: Accumulated depreciation and amortization ( 1,334,386 ) ( 967,602 ) Total property and equipment, net $ 8,703,551 $ 6,842,285 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Lessee Disclosure [Abstract] | |
Summary of Components of Lease Expense | The components of lease expense were as follows: For the Six Months Ended June 30, 2024 2023 Right-of-Use lease cost: Amortization of right-of-use asset $ 593,272 $ 34,817 |
Schedule of Supplemental Balance Sheet Information | Supplemental balance sheet information related to leases was as follows: June 30, December 31, 2024 2023 Operating lease: Operating lease assets $ 17,918,843 $ 4,061,820 Current portion of operating lease liability $ 1,701,079 $ 550,941 Noncurrent operating lease liability 16,783,997 3,671,729 Total operating lease liability $ 18,485,076 $ 4,222,670 Weighted average remaining lease term: Operating leases (in years) 5.1 5.9 Weighted average discount rate: Operating lease 10.30 % 8.20 % |
Summary of Supplemental Cash Flow and Other Information | Supplemental cash flow and other information related to operating leases was as follows: For the Six Months Ended June 30, 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used for operating leases $ 755,073 $ 25,261 |
Schedule of Future Minimum Lease Payments | The future minimum lease payments due under operating leases as of June 30, 2024 is as follows: Fiscal Year Ending Minimum Lease December 31, Commitments 2024 (for the six months remaining) $ 1,624,289 2025 4,314,293 2026 4,894,962 2027 5,004,433 2028 and thereafter 8,509,236 Total $ 24,347,212 Less effects of discounting ( 5,862,136 ) Lease liability recognized $ 18,485,076 |
Notes Payable, Related Parties
Notes Payable, Related Parties (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Notes Payable [Abstract] | |
Summary of Notes Payable Related Parties | Notes payable, related parties consists of the following at June 30, 2024 and December 31, 2023, respectively: June 30, December 31, 2024 2023 On May 11, 2023, the Company received $ 100,000 pursuant to a note and warrant purchase agreement from Bradley Berman, one of the Company’s Directors, on behalf of the Bradley Berman Irrevocable Trust, as lender. The note bears interest at 8 % per annum, payable in cash semi-annually on June 30 and December 31, with appropriate pro rata adjustments made for any partial interest accrual period. The noteholder also received warrants to purchase 25,000 shares of common stock, exercisable at $ 2.50 per share over a ten-year term. The warrants were exercised on April 15, 2024, and the proceeds were used to partially repay the note. The unsecured note matured on May 11, 2024 . $ - $ 100,000 On April 25, 2023, the Company received $ 50,000 pursuant to a note and warrant purchase agreement from the Cesar J. Gutierrez Living Trust, as beneficially controlled by the brother of the Company’s CEO, as lender. The note bears interest at 8 % per annum, payable in cash semi-annually on June 30 and December 31, with appropriate pro rata adjustments made for any partial interest accrual period. The noteholder also received warrants to purchase 12,500 shares of common stock, exercisable at $ 2.50 per share over a ten-year term. The warrants were exercised on April 15, 2024, and the proceeds were used to partially repay the note. The unsecured note matured on April 25, 2024 . - 50,000 On April 25, 2023, the Company received $ 750,000 pursuant to a note and warrant purchase agreement from a trust held by the Company’s Chairman, Mr. Goldfarb, as lender. The note bears interest at 8 % per annum, payable in cash semi-annually on June 30 and December 31, with appropriate pro rata adjustments made for any partial interest accrual period. The noteholder also received warrants to purchase 187,500 shares of common stock, exercisable at $ 2.50 per share over a ten-year term. The warrants were exercised on April 15, 2024, and the proceeds were used to partially repay the note. The unsecured note matured on April 25, 2024 . - 750,000 On April 11, 2023, the Company received $ 250,000 pursuant to a note and warrant purchase agreement from the Lyle A. Berman Revocable Trust, as beneficially controlled by one of the Company’s Directors, as lender. The unsecured note matures on August 23, 2025 . The note bears interest at 8 % per annum, payable on January 1, 2025. The noteholder also received warrants to purchase 62,500 shares of common stock, exercisable at $ 2.60 per share over a ten-year term. The warrants were exercised on April 15, 2024 . 250,000 250,000 On March 7, 2023, the Company received $ 250,000 pursuant to a note and warrant purchase agreement from the Lyle A. Berman Revocable Trust, as beneficially controlled by one of the Company’s Directors, as lender. The unsecured note matures on August 23, 2025 . The note bears interest at 8 % per annum, payable on January 1, 2025. The noteholder also received warrants to purchase 62,500 shares of common stock, exercisable at $ 2.60 per share over a ten-year term. The warrants were exercised on April 15, 2024 . 250,000 250,000 On March 2, 2023, the Company received $ 250,000 pursuant to a note and warrant purchase agreement from a trust held by the Company’s Chairman, Mr. Goldfarb, as lender. The unsecured note matures on August 23, 2025 . The note bears interest at 8 % per annum, payable on January 1, 2025. The noteholder also received 250,000 250,000 warrants to purchase 62,500 shares of common stock, exercisable at $ 2.60 per share over a ten-year term. The warrants were exercised on April 15, 2024 . On February 1, 2023, the Company received $ 500,000 pursuant to a note and warrant purchase agreement from a trust held by the Company’s Chairman, Mr. Goldfarb, as lender. The unsecured note matures on August 23, 2025 . The note bears interest at 8 % per annum, payable on January 1, 2025. The noteholder also received warrants to purchase 125,000 shares of common stock, exercisable at $ 2.60 per share over a ten-year term. The warrants were exercised on April 15, 2024 . 500,000 500,000 On January 5, 2023, the Company received $ 250,000 pursuant to a note and warrant purchase agreement from the Lyle A. Berman Revocable Trust, as beneficially controlled by one of the Company’s Directors, as lender. The unsecured note matures on August 23, 2025 . The note bears interest at 8 % per annum, payable on January 1, 2025. The noteholder also received warrants to purchase 62,500 shares of common stock, exercisable at $ 2.60 per share over a ten-year term. The warrants were exercised on April 15, 2024 . 250,000 250,000 On December 31, 2022, the Company received $ 250,000 pursuant to a note and warrant purchase agreement from the Lyle A. Berman Revocable Trust, as beneficially controlled by one of the Company’s Directors, as lender. The unsecured note matures on August 23, 2025 . The note bears interest at 8 % per annum, payable on January 1, 2025. The noteholder also received warrants to purchase 62,500 shares of common stock, exercisable at $ 2.60 per share over a ten-year term. The warrants were exercised on April 15, 2024 . 250,000 250,000 On September 29, 2022, the Company received $ 500,000 pursuant to a note and warrant purchase agreement from a trust held by the Company’s Chairman, Mr. Goldfarb, as lender. The unsecured note matures on August 23, 2025 . The note bears interest at 8 % per annum, payable on January 1, 2025. The noteholder also received warrants to purchase 125,000 shares of common stock, exercisable at $ 2.60 per share over a ten-year term. The warrants were exercised on April 15, 2024 . 500,000 500,000 On September 29, 2022, the Company received $ 250,000 pursuant to a note and warrant purchase agreement from the Lyle A. Berman Revocable Trust, as beneficially controlled by one of the Company’s Directors, as lender. The unsecured note matures on August 23, 2025 . The note bears interest at 8 % per annum, payable on January 1, 2025. The noteholder also received warrants to purchase 62,500 shares of common stock, exercisable at $ 2.60 per share over a ten-year term. The warrants were exercised on April 15, 2024 . 250,000 250,000 On April 8, 2022, the Company received $ 2,000,000 pursuant to a note and warrant purchase agreement from a trust held by the Company’s Chairman, Mr. Goldfarb, as lender. The unsecured note bears interest at 6 % per annum, compounded semi-annually, and was payable in cash semi-annually on June 30 th and December 31 st . The noteholder also received warrants to purchase 500,000 shares of common stock, exercisable at $ 2.35 per share over a ten-year term. The warrants were exercised on April 15, 2024 and proceeds from certain warrant exercises were used to repay the note. - 2,000,000 On April 8, 2022, the Company received $ 100,000 pursuant to a note and warrant purchase agreement with the Company’s Chairman and CEO, Mr. & Mrs. Goldfarb, as lenders. The unsecured note bears interest at 6 % per annum, compounded semi-annually, and was payable in cash semi-annually on June 30 th and December 31 st . The noteholder also received warrants to purchase 25,000 shares of common stock, exercisable at $ 2.35 per share over a ten-year term. The warrants were exercised on April 15, 2024 and proceeds were used to repay the note. - 100,000 On April 8, 2022, the Company received $ 100,000 pursuant to a note and warrant purchase agreement with IG Union Bower LLC, an entity owned by Ira Goldfarb, the Company’s Chairman, as lender. The unsecured note bears interest at 6 % per annum, compounded semi-annually, and was payable in cash semi-annually on June 30 th and December 31 st . The noteholder also received warrants to purchase 25,000 shares of common stock, exercisable at $ 2.35 per share over a ten-year term. The warrants were exercised on April 15, 2024 and proceeds were used to repay the note. - 100,000 On April 8, 2022, the Company received $ 920,000 pursuant to a note and warrant purchase agreement from the Lyle A. Berman Revocable Trust, as beneficially controlled by one of the Company’s Directors, as lender. The unsecured note bears interest at 6 % per annum, compounded semi-annually, and was payable in cash semi-annually on June 30 th and December 31 st . The noteholder also received warrants to purchase 230,000 shares of common stock, exercisable at $ 2.35 per share over a ten-year term.The warrants were exercised on April 15, 2024 and proceeds were used to repay the note. - 920,000 On December 31, 2021, the Company received $ 1,500,000 pursuant to a note and warrant purchase agreement with the Company’s Chairman and CEO, Mr. & Mrs. Goldfarb, as lenders. The unsecured note bears interest at 8 % per annum, compounded semi-annually, and shall be payable in cash semi-annually on June 30 th and December 31 st . The note matures on December 31, 2024 . The noteholders also received warrants to purchase 225,000 shares of common stock, exercisable at $ 2.21 per share over a ten-year term. The warrants were exercised on April 15, 2024 and proceeds were used to partially repay the note. 629,000 1,500,000 On December 31, 2021, the Company received $ 500,000 pursuant to a note and warrant purchase agreement from the Lyle A. Berman Revocable Trust, as beneficially controlled by one of the Company’s Directors, as lender. The unsecured note bears interest at 8 % per annum, compounded semi-annually, and shall be payable in cash semi-annually on June 30 th and December 31 st . The noteholder also received warrants to purchase 75,000 shares of common stock, exercisable at $ 2.21 per share over a ten-year term. The warrants were exercised on April 15, 2024 and proceeds were used to repay the note. - 500,000 On December 31, 2021, the Company received $ 25,000 pursuant to a note and warrant purchase agreement from the Company’s former CFO, Bradley K. Burke, as lender. The unsecured note bears interest at 8 % per annum, compounded semi-annually, and shall be payable in cash semi-annually on June 30 th and December 31 st . The note matures on December 31, 2024 . The noteholder also received warrants to purchase 3,750 shares of common stock, exercisable at $ 2.21 per share over a ten-year term. The warrants were exercised on April 15, 2024 and proceeds were used to partially repay the note. 16,712 25,000 On December 31, 2021, the Company received $ 50,000 pursuant to a note and warrant purchase agreement from the Cesar J. Gutierrez Living Trust, as beneficially controlled by the brother of the Company’s CEO, as lender. The unsecured note bears interest at 8 % per annum, compounded semi-annually, and shall be payable in cash semi-annually on June 30 th and December 31 st . The note matures on December 31, 2024 . The noteholder also received warrants to purchase 7,500 shares of common stock, exercisable at $ 2.21 per share over a ten-year term. The warrants were exercised on April 15, 2024 and proceeds were used to partially repay the note. 33,425 50,000 Total notes payable, related parties 3,179,137 8,595,000 Less unamortized debt discounts: 589,971 1,880,712 Notes payable 2,589,166 6,714,288 Less: current maturities 632,084 2,543,146 Notes payable, related parties, less current maturities $ 1,957,082 $ 4,171,142 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Notes Payable [Abstract] | |
Summary of Notes Payable | Notes payable consists of the following at June 30, 2024 and December 31, 2023, respectively: June 30, December 31, 2024 2023 On April 25, 2023, the Company received $ 400,000 pursuant to a note and warrant purchase agreement from an accredited investor, as lender. The note bears interest at 8 % per annum, payable in cash semi-annually on June 30 and December 31, with appropriate pro rata adjustments made for any partial interest accrual period. The noteholder also received warrants to purchase 100,000 shares of common stock, exercisable at $ 2.50 per share over a ten -year term. The warrants were exercised on April 15, 2024 , and the proceeds were used to partially repay the note. The remaining portion of the note matured on April 25, 2024 . $ - $ 400,000 On April 8, 2022, the Company received $ 80,000 pursuant to a note and warrant purchase agreement from an accredited investor, as lender. The unsecured note bears interest at 6 % per annum, compounded semi-annually, and was payable in cash semi-annually on June 30 th and December 31 st . On August 23, 2022, the note was amended to update the terms of the interest payment to be payable at the earlier of the maturity date or January 1, 2025, rather than being paid semi-annually. The note matures on April 8, 2025 . The noteholders also received warrants to purchase 20,000 shares of common stock, exercisable at $ 2.35 per share over a ten -year term. The warrants were exercised on April 15, 2024 , and the proceeds were used to partially repay the note. 33,000 80,000 On April 8, 2022, the Company received $ 500,000 pursuant to a note and warrant purchase agreement from an accredited investor, as lender. The unsecured note bears interest at 6 % per annum, compounded semi-annually, and was payable in cash semi-annually on June 30 th and December 31 st . On August 23, 2022, the note was amended to update the terms of the interest payment to be payable at the earlier of the maturity date or January 1, 2025, rather than being paid semi-annually. The note matures on April 8, 2025 . The noteholders also received warrants to purchase 125,000 shares of common stock, exercisable at $ 2.35 per share over a ten -year term. The warrants were exercised on April 15, 2024 , and the proceeds were used to partially repay the note. 206,250 500,000 On June 16, 2020, the Company entered into a loan authorization and loan agreement with the United States Small Business Administration (the “SBA”), as lender, pursuant to the SBA’s Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the Company’s business (the “EIDL Loan Agreement”) encompassing a $ 150,000 Promissory Note issued to the SBA (the “EIDL Note”)(together with the EIDL Loan Agreement, the “EIDL Loan”), bearing interest at 3.75 % per annum. In connection with entering into the EIDL Loan, the Company also executed a security agreement, dated June 16, 2020, between the SBA and the Company (the “EIDL Security Agreement”) pursuant to which the EIDL Loan is secured by a security interest on all of the Company’s assets. Under the EIDL Note, the Company is required to pay principal and interest payments of $ 731 every month beginning June 16, 2022, as extended. All remaining principal and accrued interest is due and payable on June 16, 2050. The EIDL Note may be repaid at any time without penalty. $ 150,000 $ 150,000 Total notes payable 389,250 1,130,000 Less unamortized debt discounts: 38,558 222,024 Notes payable 350,692 907,976 Less: current maturities 200,692 313,938 Notes payable, less current maturities $ 150,000 $ 594,038 |
Schedule of Interest Expense Related to Notes Payable, Related Parties, and Other Notes Payable | The Company recognized interest expense related to notes payable, related parties, and other notes payable for the three and six months ended June 30, 2024 and 2023, as follows: For the Three Months Ended For the Six Months Ended June 30, June 30, 2024 2023 2024 2023 Interest on notes payable, related parties $ 83,673 $ 147,561 $ 221,325 $ 267,676 Amortization of debt discounts on notes payable, related parties 364,912 579,808 594,238 913,999 Interest on notes payable 6,326 14,280 14,918 20,302 Amortization of debt discounts on notes payable 142,560 104,336 183,466 140,823 Interest - other 2,193 1,524 4,386 3,045 Total interest expense $ 599,664 $ 847,509 $ 1,018,333 $ 1,345,845 |
Options (Tables)
Options (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of compensation expense related to common stock options | The Company recognized compensation expense related to common stock options that are being amortized over the implied service term, or vesting period, of the options during the three and six months ended June 30, 2024 and 2023, as follows: For the Three Months Ended For the Six Months Ended June 30, June 30, 2024 2023 2024 2023 Directors $ 28,962 $ 28,658 $ 57,608 $ 57,633 Officers 1,030,032 79,644 2,044,628 158,412 Employees 63,286 23,222 105,639 42,632 Total amortized options expense $ 1,122,280 $ 131,841 $ 2,207,875 $ 258,677 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Earnings Per Share | Basic and diluted earnings per share for the three and six months ended June 30, 2024 and June 30, 2023: Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Net income (loss) attributable to common shareholders $ 3,335,142 $ ( 3,320,900 ) $ 3,845,730 $ ( 4,722,430 ) Basic weighted average shares 9,624,999 4,854,208 7,845,382 4,850,815 Basic income (loss) per share $ 0.35 $ ( 0.68 ) $ 0.49 $ ( 0.97 ) Diluted weighted average shares 11,385,708 4,854,208 9,408,247 4,850,815 Diluted income (loss) per share $ 0.29 $ ( 0.68 ) $ 0.41 $ ( 0.97 ) |
Information Related to Stock Options and Warrants Outstanding | The table below includes information related to stock options and warrants that were outstanding at the end of each respective the three and six month periods ended June 30, 2024 and June 30, 2023 . For periods in which the Company incurred a net loss, these amounts are not included in weighted average dilutive shares because their impact would be anti-dilutive. For the three and six month periods ended June 30, 2024 , there were 950,333 options with a strike price greater than the average share price for the respective periods, which have been excluded from the weighted average shares because including them would have been antidilutive under the treasury method. Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Weighted average stock options 2,609,041 632,426 2,608,985 600,796 Weighted average price of stock options $ 6.92 $ 4.81 $ 6.92 $ 4.81 Weighted average warrants 451,385 1,357,866 1,502,403 1,010,337 Weighted average price of warrants $ 9.80 $ 2.47 $ 9.80 $ 2.47 Average price of common stock $ 17.29 $ 4.97 $ 12.86 $ 4.06 |
Organization and Nature of Bu_2
Organization and Nature of Business - Additional Information (Details) - $ / shares | Feb. 15, 2024 | Jun. 30, 2024 | Dec. 31, 2023 |
Class of Stock [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Plan Of Conversion | |||
Class of Stock [Line Items] | |||
Date of reincorporation | Feb. 15, 2024 | ||
Common stock, par value (in dollars per share) | $ 0.001 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 USD ($) Customer Suppliers | Jun. 30, 2023 USD ($) Customer Suppliers | Jun. 30, 2024 USD ($) Suppliers Customer | Jun. 30, 2023 USD ($) Customer Suppliers | Dec. 31, 2023 USD ($) | |
Summary of Significant Accounting Policies [Line items] | |||||
Federal Deposit Insurance Corporation | $ 250,000 | ||||
Securities Investor Protection Corporation | 500,000 | ||||
Cash uninsured amount | $ 13,520,622 | 13,520,622 | $ 1,837,840 | ||
Allowance for doubtful accounts | 9,380 | 9,380 | $ 0 | ||
Depreciation | 199,789 | $ 79,198 | 366,784 | $ 155,416 | |
Cost of depreciation | 194,850 | 70,039 | 352,307 | 70,040 | |
Shipping and handling costs | 502,196 | 87,977 | |||
Amortization of Stock Option Grants [Member] | |||||
Summary of Significant Accounting Policies [Line items] | |||||
Stock-based compensation expense | 1,122,280 | 131,841 | 2,207,875 | 258,677 | |
Share-Based Payment Arrangement, Option [Member] | |||||
Summary of Significant Accounting Policies [Line items] | |||||
Stock-based compensation expense | 9,477 | 125,229 | 295,648 | 125,229 | |
Stock-based compensation expense | $ 1,122,280 | $ 131,841 | $ 2,207,875 | $ 258,677 | |
Share-Based Payment Arrangement, Option [Member] | Minimum [Member] | |||||
Summary of Significant Accounting Policies [Line items] | |||||
Weighted average of vesting periods | 2 years 3 months 18 days | ||||
Share-Based Payment Arrangement, Option [Member] | Maximum [Member] | |||||
Summary of Significant Accounting Policies [Line items] | |||||
Weighted average of vesting periods | 7 years 3 months 18 days | ||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer One [Member] | |||||
Summary of Significant Accounting Policies [Line items] | |||||
Concentration risk percentage | 30.30% | 34.60% | 35.10% | 30% | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | |||||
Summary of Significant Accounting Policies [Line items] | |||||
Concentration risk percentage | 23.10% | 20.60% | 21% | 18.60% | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | |||||
Summary of Significant Accounting Policies [Line items] | |||||
Concentration risk percentage | 21.80% | 10.50% | 18.70% | 14.50% | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Top Three Customers [Member] | |||||
Summary of Significant Accounting Policies [Line items] | |||||
Number of customers | Customer | 3 | 3 | 3 | 3 | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Top Five Customers [Member] | |||||
Summary of Significant Accounting Policies [Line items] | |||||
Number of customers | Customer | 5 | 5 | 5 | 5 | |
Concentration risk percentage | 81% | 78% | 81% | 79% | |
Cost of Goods and Service, Product and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Three Suppliers [Member] | |||||
Summary of Significant Accounting Policies [Line items] | |||||
Concentration risk percentage | 76% | 83% | 69% | 79% | |
Number of suppliers | Suppliers | 3 | 3 | 3 | 3 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Property and Equipment Life Expectancy (Details) | Jun. 30, 2024 |
Software and Software Development Costs [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Website [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 10 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] | us-gaap:UsefulLifeTermOfLeaseMember |
Related Party - Schedule of Sto
Related Party - Schedule of Stock Sales by Related Parties (Details) - USD ($) | 6 Months Ended | ||||
Mar. 28, 2024 | Nov. 20, 2023 | Aug. 25, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Related Party Transaction [Line Items] | |||||
Common stock issued in private placement offering (in shares) | 158,694 | 46,669 | 195,000 | ||
Amount | $ 1,150,500 | $ 303,348 | $ 975,000 | $ 15,712,976 | $ 0 |
Ira and Claudia Goldfarb [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock issued in private placement offering (in shares) | 17,242 | 23,077 | 100,000 | ||
Amount | $ 125,000 | $ 150,000 | $ 500,000 | ||
Bradley Berman [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock issued in private placement offering (in shares) | 30,000 | 10,000 | 10,000 | ||
Amount | $ 217,500 | $ 65,000 | $ 50,000 | ||
Edward Shensky [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock issued in private placement offering (in shares) | 13,794 | ||||
Amount | $ 100,000 | ||||
Brendon Fischer [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock issued in private placement offering (in shares) | 8,000 | ||||
Amount | $ 58,000 | ||||
Cesar J. Gutierrez [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock issued in private placement offering (in shares) | 10,345 | ||||
Amount | $ 75,000 | ||||
Ira Goldfarb [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock issued in private placement offering (in shares) | 40,000 | ||||
Amount | $ 200,000 | ||||
Mr. Mueller [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock issued in private placement offering (in shares) | 5,000 | ||||
Amount | $ 32,500 | ||||
Lyle A. Berman Revocable Trust [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock issued in private placement offering (in shares) | 68,966 | 40,000 | |||
Amount | $ 500,000 | $ 200,000 | |||
Alexandria Gutierrez [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock issued in private placement offering (in shares) | 3,449 | 4,615 | 5,000 | ||
Amount | $ 25,000 | $ 29,998 | $ 25,000 | ||
Ava Gutierrez [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock issued in private placement offering (in shares) | 3,449 | ||||
Amount | $ 25,000 | ||||
Brett Goldfarb [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock issued in private placement offering (in shares) | 3,449 | ||||
Amount | $ 25,000 | ||||
Cesar J. Gutierrez Living Trust [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock issued in private placement offering (in shares) | 3,977 | ||||
Amount | $ 25,851 |
Related Party - Additional Info
Related Party - Additional Information (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
Mar. 28, 2024 | Mar. 02, 2024 | Feb. 09, 2024 | Jan. 11, 2024 | Dec. 15, 2023 | Nov. 20, 2023 | Nov. 13, 2023 | Aug. 25, 2023 | Jun. 01, 2023 | May 11, 2023 | Apr. 25, 2023 | Apr. 11, 2023 | Dec. 21, 2022 | Dec. 21, 2022 | Sep. 29, 2022 | Aug. 23, 2022 | Jul. 22, 2022 | Apr. 11, 2022 | Apr. 11, 2022 | Apr. 08, 2022 | Apr. 08, 2022 | Apr. 02, 2022 | Apr. 01, 2022 | Jun. 30, 2024 | Dec. 31, 2023 | May 06, 2024 | |
Number of stock issued | 158,694 | 46,669 | 195,000 | |||||||||||||||||||||||
Warrants to purchase aggregate shares | 190,500 | |||||||||||||||||||||||||
Warrants exercisable term | 10 years | 10 years | 5 years | |||||||||||||||||||||||
Warrants exercise price | $ 4 | $ 12 | ||||||||||||||||||||||||
Note and Warrant Purchase Agreement [Member] | ||||||||||||||||||||||||||
Proceeds from issuance of debt | $ 3,700,000 | |||||||||||||||||||||||||
Warrants to purchase aggregate shares | 925,000 | 925,000 | ||||||||||||||||||||||||
Warrants exercise price | $ 2.35 | $ 2.35 | ||||||||||||||||||||||||
Interest rate | 6% | 6% | ||||||||||||||||||||||||
Proceeds from warrant exercises | $ 2,173,750 | |||||||||||||||||||||||||
Sold to Officers or Directors [Member] | Note and Warrant Purchase Agreement [Member] | ||||||||||||||||||||||||||
Proceeds from issuance of debt | $ 3,120,000 | |||||||||||||||||||||||||
Warrants to purchase aggregate shares | 780,000 | 780,000 | ||||||||||||||||||||||||
Warrants Issued With Promissory Notes [Member] | ||||||||||||||||||||||||||
Warrants to purchase aggregate shares | 375,000 | 375,000 | 625,000 | |||||||||||||||||||||||
Warrants exercisable term | 10 years | 10 years | 10 years | |||||||||||||||||||||||
Warrants exercise price | $ 2.5 | $ 2.5 | $ 2.6 | |||||||||||||||||||||||
Class of warrant or right, number per $100,000 notes payable (in shares) | 25,000 | 25,000 | 25,000 | |||||||||||||||||||||||
Debt instrument maturity date | May 11, 2024 | |||||||||||||||||||||||||
Interest rate | 8% | |||||||||||||||||||||||||
Promissory Notes and Warrants [Member] | ||||||||||||||||||||||||||
Proceeds from issuance of debt | $ 1,500,000 | $ 1,500,000 | $ 2,500,000 | |||||||||||||||||||||||
Interest rate | 8% | |||||||||||||||||||||||||
Promissory Notes and Warrants [Member] | One Director [Member] | ||||||||||||||||||||||||||
Proceeds from issuance of debt | $ 250,000 | $ 750,000 | ||||||||||||||||||||||||
Stock Option4 [Member] | ||||||||||||||||||||||||||
Volatility rate | 406% | |||||||||||||||||||||||||
Call option value | $ 72,692 | |||||||||||||||||||||||||
Stock-based compensation expense | $ 72,692 | |||||||||||||||||||||||||
Five Nonemployee Directors [Member] | ||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 23,534 | 7,060 | 20,699 | |||||||||||||||||||||||
Stock issued during period, value, issued for services | $ 519,280 | $ 56,480 | $ 125,230 | |||||||||||||||||||||||
Mr. Creed [Member] | ||||||||||||||||||||||||||
Shares issued, shares, share-based payment arrangement, after forfeiture | 6,410 | |||||||||||||||||||||||||
Stock options granted | 24,151 | |||||||||||||||||||||||||
Shares of common stock, exercise price | $ 3.9 | |||||||||||||||||||||||||
Mr. Creed [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||||||||||||||||||||
Options, vesting percentage | 20% | |||||||||||||||||||||||||
Mr. Creed [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | ||||||||||||||||||||||||||
Options, vesting percentage | 20% | |||||||||||||||||||||||||
Mr. Mueller [Member] | ||||||||||||||||||||||||||
Number of stock issued | 5,000 | |||||||||||||||||||||||||
Shares issued, shares, share-based payment arrangement, after forfeiture | 8,064 | |||||||||||||||||||||||||
Stock options granted | 24,151 | |||||||||||||||||||||||||
Shares of common stock, exercise price | $ 3.1 | |||||||||||||||||||||||||
Mr. Mueller [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||||||||||||||||||||
Options, vesting percentage | 20% | |||||||||||||||||||||||||
Mr. Mueller [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | ||||||||||||||||||||||||||
Options, vesting percentage | 20% | |||||||||||||||||||||||||
Mr. Goldfarb [Member] | ||||||||||||||||||||||||||
Stock options granted | 500,000 | |||||||||||||||||||||||||
Shares of common stock, exercise price | $ 9.75 | |||||||||||||||||||||||||
Shares vesting period | 5 years | |||||||||||||||||||||||||
Mr. Goldfarb [Member] | Additional Options Pursuant To A&R Employment Agreement [Member] | ||||||||||||||||||||||||||
Stock options granted | 500,000 | |||||||||||||||||||||||||
Mrs Goldfarb [Member] | ||||||||||||||||||||||||||
Stock options granted | 450,000 | |||||||||||||||||||||||||
Mrs Goldfarb [Member] | Additional Options Pursuant To A&R Employment Agreement [Member] | ||||||||||||||||||||||||||
Stock options granted | 450,000 | |||||||||||||||||||||||||
Shares of common stock, exercise price | $ 40 | |||||||||||||||||||||||||
Common stock closing transaction price per share | $ 40 | |||||||||||||||||||||||||
Number of consecutive trading days | 20 days | |||||||||||||||||||||||||
Keith Terreri [Member] | ||||||||||||||||||||||||||
Stock options granted | 27,000 | |||||||||||||||||||||||||
Shares of common stock, exercise price | $ 6.19 | |||||||||||||||||||||||||
Keith Terreri [Member] | Terreri Employment Agreement [Member] | ||||||||||||||||||||||||||
Options vested | 0 | |||||||||||||||||||||||||
Options forfeited | 27,000 | |||||||||||||||||||||||||
Mr Burke [Member] | Stock Option4 [Member] | ||||||||||||||||||||||||||
Shares issued, price per share | $ 4.87 | |||||||||||||||||||||||||
Vesting number of shares | 47,500 | |||||||||||||||||||||||||
Director [Member] | Promissory Notes and Warrants [Member] | ||||||||||||||||||||||||||
Proceeds from issuance of debt | $ 100,000 | |||||||||||||||||||||||||
Board of Directors Chairman [Member] | Promissory Notes and Warrants [Member] | ||||||||||||||||||||||||||
Proceeds from issuance of debt | $ 750,000 | |||||||||||||||||||||||||
Cesar J. Gutierrez Living Trust [Member] | ||||||||||||||||||||||||||
Number of stock issued | 3,977 | |||||||||||||||||||||||||
Cesar J. Gutierrez Living Trust [Member] | Promissory Notes and Warrants [Member] | ||||||||||||||||||||||||||
Proceeds from issuance of debt | $ 50,000 | |||||||||||||||||||||||||
Lyle A. Berman Revocable Trust [Member] | ||||||||||||||||||||||||||
Number of stock issued | 68,966 | 40,000 | ||||||||||||||||||||||||
Lyle A. Berman Revocable Trust [Member] | Warrants Issued With Promissory Notes [Member] | ||||||||||||||||||||||||||
Proceeds from issuance of debt | $ 250,000 | |||||||||||||||||||||||||
Warrants to purchase aggregate shares | 62,500 | |||||||||||||||||||||||||
Warrants exercisable term | 10 years | |||||||||||||||||||||||||
Warrants exercise price | $ 2.6 | |||||||||||||||||||||||||
Class of warrant or right, number per $100,000 notes payable (in shares) | 25,000 | |||||||||||||||||||||||||
Class of warrant or right, redemption price | $ 0.01 | |||||||||||||||||||||||||
Class of warrant or right, redemption, minimum volume weighted average sale price | $ 9 | |||||||||||||||||||||||||
Related Party [Member] | Warrants Issued With Promissory Notes [Member] | ||||||||||||||||||||||||||
Proceeds from issuance of debt | $ 2,075,000 | |||||||||||||||||||||||||
Warrants to purchase aggregate shares | 311,250 | 311,250 | ||||||||||||||||||||||||
Warrants exercise price | $ 2.21 | $ 2.21 | ||||||||||||||||||||||||
Class of warrant or right, number per $100,000 notes payable (in shares) | 15,000 | 15,000 | ||||||||||||||||||||||||
Chief Financial Officer [Member] | ||||||||||||||||||||||||||
Stock options granted | 27,500 | |||||||||||||||||||||||||
Shares of common stock, exercise price | $ 2.75 | |||||||||||||||||||||||||
Share-based compensation arrangement by share-based payment award, options, exercisable, weighted average remaining contractual term (in years) | 10 years | |||||||||||||||||||||||||
Chief Financial Officer [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||||||||||||||||||||
Options, vesting percentage | 60% | |||||||||||||||||||||||||
Chief Financial Officer [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | ||||||||||||||||||||||||||
Options, vesting percentage | 20% |
Related Party - Additional In_2
Related Party - Additional Information 2 (Details) | 3 Months Ended | 6 Months Ended | ||||||
Mar. 28, 2024 USD ($) $ / shares shares | Nov. 20, 2023 USD ($) $ / shares shares | Aug. 25, 2023 USD ($) $ / shares shares | Jun. 30, 2024 USD ($) ft² | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) ft² | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Number of stock issued | shares | 158,694 | 46,669 | 195,000 | |||||
Operating lease liabilities in connection with lease | $ 18,485,076 | $ 18,485,076 | $ 4,222,670 | |||||
Operating lease cash payment | $ 755,073 | $ 25,261 | ||||||
Facility in Irving, Texas [Member] | ||||||||
Area of real estate property | ft² | 20,945 | 20,945 | ||||||
Lessor, operating lease, renewal term | 5 years | 5 years | ||||||
Operating lease, monthly rate | $ 10,967 | |||||||
Operating lease, annual escalation of payments, percent | 3% | |||||||
Operating lease liabilities in connection with lease | $ 1,272,625 | $ 1,272,625 | $ 1,301,354 | |||||
Operating lease, expense | 36,720 | $ 36,720 | 73,441 | 73,441 | ||||
Operating lease cash payment | $ 32,900 | $ 31,942 | $ 65,800 | $ 63,884 | ||||
Multiple Accredited Investors [Member] | Stock Purchase Agreement [Member] | ||||||||
Proceeds from issuance or sale of equity | $ 2,770,872 | $ 3,675,000 | ||||||
Number of stock issued | shares | 426,288 | 735,000 | ||||||
Shares issued, price per share | $ / shares | $ 6.5 | $ 5 | ||||||
Private Placement [Member] | ||||||||
Proceeds from issuance or sale of equity | $ 3,738,000 | |||||||
Number of stock issued | shares | 515,597 | |||||||
Shares issued, price per share | $ / shares | $ 7.25 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Summary of Valuation of Financial Instruments at Fair Value on a Nonrecurring Basis (Details) - Fair Value, Nonrecurring [Member] - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, Fair Value Disclosure | $ 2,939,858 | $ 7,622,264 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities, Fair Value Disclosure | 3,211,978 | 7,962,531 |
Related Party [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Notes payable, net of debt discounts | 2,589,166 | 6,714,288 |
Related Party [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Notes payable, net of debt discounts | 2,935,820 | 7,008,684 |
Nonrelated Party [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Notes payable, net of debt discounts | 350,692 | 907,976 |
Nonrelated Party [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Notes payable, net of debt discounts | $ 276,158 | $ 953,847 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 1,436,574 | $ 222,051 |
Packaging materials | 1,247,513 | 815,883 |
Inventory in transit | 2,568,537 | 571,970 |
Work in progress | 3,610,687 | 691,290 |
Raw materials | 1,456,178 | 1,822,052 |
Total inventory | $ 10,319,489 | $ 4,123,246 |
Inventory - Additional Informat
Inventory - Additional Information (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Prepaid Inventory | $ 1,150,132 | $ 563,131 |
Prepaid Expenses - Schedule of
Prepaid Expenses - Schedule of Prepaid Expenses (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Prepaid Expense, Current [Abstract] | ||
Prepaid professional costs | $ 0 | $ 382,524 |
Prepaid software licenses | 53,077 | 35,252 |
Prepaid insurance costs | 52,623 | 48,305 |
Trade shows and marketing services | 64,381 | 29,964 |
Prepaid rent | 0 | 67,119 |
Total prepaid expenses | $ 170,081 | $ 563,164 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 10,037,937 | $ 7,809,887 |
Less: Accumulated depreciation and amortization | (1,334,386) | (967,602) |
Total property and equipment, net | 8,703,551 | 6,842,285 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 6,466,411 | 4,714,626 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,439,767 | 1,409,767 |
Software and Software Development Costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 70,000 | 70,000 |
Website [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 71,589 | 71,589 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 103,449 | 21,440 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,886,721 | $ 1,522,465 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation | $ 199,789 | $ 79,198 | $ 366,784 | $ 155,416 |
Cost of Goods Sold [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation | 194,850 | 70,039 | 352,307 | 70,040 |
Operating Expense [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation | $ 4,939 | $ 4,939 | $ 14,477 | $ 14,477 |
Leases - Additional Information
Leases - Additional Information (Details) | Oct. 26, 2023 USD ($) ft² | Jul. 01, 2023 USD ($) ft² | May 22, 2024 USD ($) ft² | Feb. 01, 2024 USD ($) | Sep. 15, 2022 USD ($) ft² |
Sublease Agreement [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Incremental borrowing rate | 10.68 | ||||
Fixed rent price, per month | $ 5,250 | ||||
Operating and Office Facility [Member | |||||
Lessee, Lease, Description [Line Items] | |||||
Area of real estate property | ft² | 20,945 | ||||
Renewal term (Year) | 5 years | ||||
Monthly lease payment | $ 10,036 | ||||
Percentage of annual escalation of lease payments | 3% | ||||
Incremental borrowing rate | 5.75 | ||||
Term of contract (Month) | 37 months | ||||
Warehouse Space in Irving, Texas [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Area of real estate property | ft² | 9,000 | ||||
Monthly lease payment | $ 8,456 | ||||
Incremental borrowing rate | 8 | ||||
Annual escalation rate | 4% | ||||
Lease Agreement with Prologies, Inc [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Area of real estate property | ft² | 51,264 | ||||
Monthly lease payment | $ 42,500 | ||||
Incremental borrowing rate | 9.38 | ||||
Term of contract (Month) | 5 years 2 months | ||||
Annual escalation rate | 4.30% | ||||
Monthly lease payment increase | $ 51,700 | ||||
Operating lease expenses of premises | 7,835 | ||||
Debt instrument, face amount | $ 300,000 | ||||
Industrial Lease With USCIF Pinnacle Building B LLC [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Lease rentable property | ft² | 324,000 | ||||
Renewal term (Year) | 60 months | ||||
Monthly lease payment | $ 122,175 | ||||
Incremental borrowing rate | 10.84 | ||||
Term of contract (Month) | 62 months | ||||
Monthly lease payment increase | $ 297,289.14 | ||||
Security deposit | $ 1,000,000 |
Leases - Summary of Components
Leases - Summary of Components of Lease Expense (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash Flow, Operating Activities, Lessee [Abstract] | ||
Amortization of right-of-use asset | $ 593,272 | $ 34,817 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow and Other Information (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Lessee Disclosure [Abstract] | ||
Operating lease assets | $ 17,918,843 | $ 4,061,820 |
Current portion of operating lease liability | 1,701,079 | 550,941 |
Noncurrent operating lease liability | 16,783,997 | 3,671,729 |
Total operating lease liability | $ 18,485,076 | $ 4,222,670 |
Weighted average remaining lease term: Operating leases (in years) (Year) | 5 years 1 month 6 days | 5 years 10 months 24 days |
Weighted average discount rate: Operating lease | 10.30% | 8.20% |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow and Other Information (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Lessee Disclosure [Abstract] | ||
Operating cash flows used for operating leases | $ 755,073 | $ 25,261 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | ||
2024 (for the six months remaining) | $ 1,624,289 | |
2025 | 4,314,293 | |
2026 | 4,894,962 | |
2027 | 5,004,433 | |
2028 and thereafter | 8,509,236 | |
Total | 24,347,212 | |
Less effects of discounting | (5,862,136) | |
Lease liability recognized | $ 18,485,076 | $ 4,222,670 |
Notes Payable, Related Partie_2
Notes Payable, Related Parties - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Related Party Transaction [Line Items] | ||||
Loss on early extinguishment of debt | $ (696,502) | $ (696,502) | $ 0 | |
Notes Payable Related Parties [Member] | ||||
Related Party Transaction [Line Items] | ||||
Loss on early extinguishment of debt | $ (696,502) | $ 0 | $ (696,502) | $ 0 |
Notes Payable, Related Partie_3
Notes Payable, Related Parties - Summary of Notes Payable Related Parties (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Director [Member] | Notes Payable 1 [Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable | $ 100,000 | |
Cesar J. Gutierrez Living Trust [Member] | Notes Payable 2 [Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable | 50,000 | |
Cesar J. Gutierrez Living Trust [Member] | Notes Payable 20 [Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable | $ 33,425 | 50,000 |
Board of Directors Chairman [Member] | Notes Payable 3 [Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable | 750,000 | |
Board of Directors Chairman [Member] | Notes Payable 6 [Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable | 250,000 | 250,000 |
Board of Directors Chairman [Member] | Notes Payable 7 [Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable | 500,000 | 500,000 |
Board of Directors Chairman [Member] | Notes Payable 10 [Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable | 500,000 | 500,000 |
Board of Directors Chairman [Member] | Notes Payable 12 [Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable | 2,000,000 | |
Board of Directors Chairman [Member] | Notes Payable 17 [Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable | 629,000 | 1,500,000 |
Lyle A. Berman Revocable Trust [Member] | Notes Payable 4 [Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable | 250,000 | 250,000 |
Lyle A. Berman Revocable Trust [Member] | Notes Payable 5 [Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable | 250,000 | 250,000 |
Lyle A. Berman Revocable Trust [Member] | Notes Payable 8 [Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable | 250,000 | 250,000 |
Lyle A. Berman Revocable Trust [Member] | Notes Payable 9 [Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable | 250,000 | 250,000 |
Lyle A. Berman Revocable Trust [Member] | Notes Payable 11 [Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable | 250,000 | 250,000 |
Lyle A. Berman Revocable Trust [Member] | Notes Payable 16 [Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable | 920,000 | |
Lyle A. Berman Revocable Trust [Member] | Notes Payable 18 [Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable | 500,000 | |
Former CFO [Member] | Notes Payable 13 [Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable | 100,000 | |
Former CFO [Member] | Notes Payable 19 [Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable | 16,712 | 25,000 |
IG Union Bower LLC [Member] | Notes Payable 14 [Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable | 100,000 | |
Related Party [Member] | ||
Related Party Transaction [Line Items] | ||
Less: current maturities | 632,084 | 2,543,146 |
Notes payable, related parties, less current maturities | 1,957,082 | 4,171,142 |
Related Party [Member] | Notes Payable, Other Payables [Member] | ||
Related Party Transaction [Line Items] | ||
Notes payable | 3,179,137 | 8,595,000 |
Debt discounts | 589,971 | 1,880,712 |
Notes payable | 2,589,166 | 6,714,288 |
Less: current maturities | 632,084 | 2,543,146 |
Notes payable, related parties, less current maturities | $ 1,957,082 | $ 4,171,142 |
Notes Payable, Related Partie_4
Notes Payable, Related Parties - Summary of Notes Payable Related Parties (Parenthetical) (Details) - USD ($) | 6 Months Ended | ||||||
Jun. 30, 2024 | May 06, 2024 | May 11, 2023 | Apr. 25, 2023 | Apr. 11, 2023 | Aug. 23, 2022 | Apr. 08, 2022 | |
Related Party Transaction [Line Items] | |||||||
Warrant, shares (in shares) | 190,500 | ||||||
Warrant, exercise price (in dollars per share) | $ 4 | $ 12 | |||||
Warrant, term (Year) | 5 years | 10 years | |||||
Warrants Issued With Promissory Notes [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Maturity | May 11, 2024 | ||||||
Interest rate | 8% | ||||||
Warrant, shares (in shares) | 375,000 | 375,000 | 625,000 | ||||
Warrant, exercise price (in dollars per share) | $ 2.5 | $ 2.5 | $ 2.6 | ||||
Warrant, term (Year) | 10 years | 10 years | 10 years | ||||
Director [Member] | Notes Payable 1 [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Face amount | $ 100,000 | ||||||
Maturity | May 11, 2024 | ||||||
Interest rate | 8% | ||||||
Director [Member] | Notes Payable 1 [Member] | Warrants Issued With Promissory Notes [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Warrant, shares (in shares) | 25,000 | ||||||
Warrant, exercise price (in dollars per share) | $ 2.5 | ||||||
Warrant, term (Year) | 10 years | ||||||
Director [Member] | Notes Payable 6 [Member] | Warrants Issued With Promissory Notes [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Warrant, shares (in shares) | 62,500 | ||||||
Warrant, exercise price (in dollars per share) | $ 2.6 | ||||||
Warrant, term (Year) | 10 years | ||||||
Cesar J. Gutierrez Living Trust [Member] | Notes Payable 2 [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Face amount | $ 50,000 | ||||||
Maturity | Apr. 25, 2024 | ||||||
Interest rate | 8% | ||||||
Cesar J. Gutierrez Living Trust [Member] | Notes Payable 2 [Member] | Warrants Issued With Promissory Notes [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Warrant, shares (in shares) | 12,500 | ||||||
Warrant, exercise price (in dollars per share) | $ 2.5 | ||||||
Warrant, term (Year) | 10 years | ||||||
Cesar J. Gutierrez Living Trust [Member] | Notes Payable 20 [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Face amount | $ 50,000 | ||||||
Maturity | Dec. 31, 2024 | ||||||
Interest rate | 8% | ||||||
Warrant, exercise date | Apr. 15, 2024 | ||||||
Cesar J. Gutierrez Living Trust [Member] | Notes Payable 20 [Member] | Warrants Issued With Promissory Notes [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Warrant, shares (in shares) | 7,500 | ||||||
Warrant, exercise price (in dollars per share) | $ 2.21 | ||||||
Warrant, term (Year) | 10 years | ||||||
Board of Directors Chairman [Member] | Notes Payable 3 [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Face amount | $ 750,000 | ||||||
Maturity | Apr. 25, 2024 | ||||||
Interest rate | 8% | ||||||
Board of Directors Chairman [Member] | Notes Payable 3 [Member] | Warrants Issued With Promissory Notes [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Warrant, shares (in shares) | 187,500 | ||||||
Warrant, exercise price (in dollars per share) | $ 2.5 | ||||||
Warrant, term (Year) | 10 years | ||||||
Board of Directors Chairman [Member] | Notes Payable 6 [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Face amount | $ 250,000 | ||||||
Maturity | Aug. 23, 2025 | ||||||
Interest rate | 8% | ||||||
Warrant, exercise date | Apr. 15, 2024 | ||||||
Board of Directors Chairman [Member] | Notes Payable 7 [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Face amount | $ 500,000 | ||||||
Maturity | Aug. 23, 2025 | ||||||
Interest rate | 8% | ||||||
Warrant, exercise date | Apr. 15, 2024 | ||||||
Board of Directors Chairman [Member] | Notes Payable 7 [Member] | Warrants Issued With Promissory Notes [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Warrant, shares (in shares) | 125,000 | ||||||
Warrant, exercise price (in dollars per share) | $ 2.6 | ||||||
Warrant, term (Year) | 10 years | ||||||
Board of Directors Chairman [Member] | Notes Payable 10 [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Face amount | $ 500,000 | ||||||
Maturity | Aug. 23, 2025 | ||||||
Interest rate | 8% | ||||||
Warrant, exercise date | Apr. 15, 2024 | ||||||
Board of Directors Chairman [Member] | Notes Payable 10 [Member] | Warrants Issued With Promissory Notes [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Warrant, shares (in shares) | 125,000 | ||||||
Warrant, exercise price (in dollars per share) | $ 2.6 | ||||||
Warrant, term (Year) | 10 years | ||||||
Board of Directors Chairman [Member] | Notes Payable 12 [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Face amount | $ 2,000,000 | ||||||
Interest rate | 6% | ||||||
Warrant, exercise date | Apr. 15, 2024 | ||||||
Board of Directors Chairman [Member] | Notes Payable 12 [Member] | Warrants Issued With Promissory Notes [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Warrant, shares (in shares) | 500,000 | ||||||
Warrant, exercise price (in dollars per share) | $ 2.35 | ||||||
Warrant, term (Year) | 10 years | ||||||
Board of Directors Chairman [Member] | Notes Payable 17 [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Face amount | $ 1,500,000 | ||||||
Maturity | Dec. 31, 2024 | ||||||
Interest rate | 8% | ||||||
Warrant, exercise date | Apr. 15, 2024 | ||||||
Board of Directors Chairman [Member] | Notes Payable 17 [Member] | Warrants Issued With Promissory Notes [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Warrant, shares (in shares) | 225,000 | ||||||
Warrant, exercise price (in dollars per share) | $ 2.21 | ||||||
Warrant, term (Year) | 10 years | ||||||
Lyle A. Berman Revocable Trust [Member] | Warrants Issued With Promissory Notes [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Warrant, shares (in shares) | 62,500 | ||||||
Warrant, exercise price (in dollars per share) | $ 2.6 | ||||||
Warrant, term (Year) | 10 years | ||||||
Warrant, redemption price (in dollars per share) | $ 0.01 | ||||||
Required volume weighted average sale price (in dollars per share) | $ 9 | ||||||
Lyle A. Berman Revocable Trust [Member] | Notes Payable 4 [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Face amount | $ 250,000 | ||||||
Maturity | Aug. 23, 2025 | ||||||
Interest rate | 8% | ||||||
Warrant, exercise date | Apr. 15, 2024 | ||||||
Lyle A. Berman Revocable Trust [Member] | Notes Payable 4 [Member] | Warrants Issued With Promissory Notes [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Warrant, shares (in shares) | 62,500 | ||||||
Warrant, exercise price (in dollars per share) | $ 2.6 | ||||||
Warrant, term (Year) | 10 years | ||||||
Lyle A. Berman Revocable Trust [Member] | Notes Payable 5 [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Face amount | $ 250,000 | ||||||
Maturity | Aug. 23, 2025 | ||||||
Interest rate | 8% | ||||||
Warrant, exercise date | Apr. 15, 2024 | ||||||
Lyle A. Berman Revocable Trust [Member] | Notes Payable 5 [Member] | Warrants Issued With Promissory Notes [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Warrant, shares (in shares) | 62,500 | ||||||
Warrant, exercise price (in dollars per share) | $ 2.6 | ||||||
Warrant, term (Year) | 10 years | ||||||
Lyle A. Berman Revocable Trust [Member] | Notes Payable 8 [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Face amount | $ 250,000 | ||||||
Maturity | Aug. 23, 2025 | ||||||
Interest rate | 8% | ||||||
Warrant, exercise date | Apr. 15, 2024 | ||||||
Lyle A. Berman Revocable Trust [Member] | Notes Payable 8 [Member] | Warrants Issued With Promissory Notes [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Warrant, shares (in shares) | 62,500 | ||||||
Warrant, exercise price (in dollars per share) | $ 2.6 | ||||||
Warrant, term (Year) | 10 years | ||||||
Lyle A. Berman Revocable Trust [Member] | Notes Payable 9 [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Face amount | $ 250,000 | ||||||
Maturity | Aug. 23, 2025 | ||||||
Interest rate | 8% | ||||||
Warrant, exercise date | Apr. 15, 2024 | ||||||
Lyle A. Berman Revocable Trust [Member] | Notes Payable 9 [Member] | Warrants Issued With Promissory Notes [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Warrant, shares (in shares) | 62,500 | ||||||
Warrant, exercise price (in dollars per share) | $ 2.6 | ||||||
Warrant, term (Year) | 10 years | ||||||
Lyle A. Berman Revocable Trust [Member] | Notes Payable 11 [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Face amount | $ 250,000 | ||||||
Maturity | Aug. 23, 2025 | ||||||
Interest rate | 8% | ||||||
Warrant, exercise date | Apr. 15, 2024 | ||||||
Lyle A. Berman Revocable Trust [Member] | Notes Payable 11 [Member] | Warrants Issued With Promissory Notes [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Warrant, shares (in shares) | 62,500 | ||||||
Warrant, exercise price (in dollars per share) | $ 2.6 | ||||||
Warrant, term (Year) | 10 years | ||||||
Lyle A. Berman Revocable Trust [Member] | Notes Payable 16 [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Face amount | $ 920,000 | ||||||
Interest rate | 6% | ||||||
Warrant, exercise date | Apr. 15, 2024 | ||||||
Lyle A. Berman Revocable Trust [Member] | Notes Payable 16 [Member] | Warrants Issued With Promissory Notes [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Warrant, shares (in shares) | 230,000 | ||||||
Warrant, exercise price (in dollars per share) | $ 2.35 | ||||||
Warrant, term (Year) | 10 years | ||||||
Lyle A. Berman Revocable Trust [Member] | Notes Payable 18 [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Face amount | $ 500,000 | ||||||
Interest rate | 8% | ||||||
Warrant, exercise date | Apr. 15, 2024 | ||||||
Lyle A. Berman Revocable Trust [Member] | Notes Payable 18 [Member] | Warrants Issued With Promissory Notes [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Warrant, shares (in shares) | 75,000 | ||||||
Warrant, exercise price (in dollars per share) | $ 2.21 | ||||||
Warrant, term (Year) | 10 years | ||||||
Former CFO [Member] | Notes Payable 13 [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Face amount | $ 100,000 | ||||||
Interest rate | 6% | ||||||
Warrant, exercise date | Apr. 15, 2024 | ||||||
Former CFO [Member] | Notes Payable 13 [Member] | Warrants Issued With Promissory Notes [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Warrant, shares (in shares) | 25,000 | ||||||
Warrant, exercise price (in dollars per share) | $ 2.35 | ||||||
Warrant, term (Year) | 10 years | ||||||
Former CFO [Member] | Notes Payable 19 [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Face amount | $ 25,000 | ||||||
Maturity | Dec. 31, 2024 | ||||||
Interest rate | 8% | ||||||
Warrant, exercise date | Apr. 15, 2024 | ||||||
Former CFO [Member] | Notes Payable 19 [Member] | Warrants Issued With Promissory Notes [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Warrant, shares (in shares) | 3,750 | ||||||
Warrant, exercise price (in dollars per share) | $ 2.21 | ||||||
Warrant, term (Year) | 10 years | ||||||
IG Union Bower LLC [Member] | Notes Payable 14 [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Face amount | $ 100,000 | ||||||
Interest rate | 6% | ||||||
Warrant, exercise date | Apr. 15, 2024 | ||||||
IG Union Bower LLC [Member] | Notes Payable 14 [Member] | Warrants Issued With Promissory Notes [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Warrant, shares (in shares) | 25,000 | ||||||
Warrant, exercise price (in dollars per share) | $ 2.35 | ||||||
Warrant, term (Year) | 10 years |
Notes Payable - Summary of Note
Notes Payable - Summary of Notes Payable (Details) - Nonrelated Party [Member] - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Less: current maturities | $ 200,692 | $ 313,938 |
Notes payable, related parties, less current maturities | 150,000 | 594,038 |
Notes Payable 1 [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable | 400,000 | |
Notes Payable 2 [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable | 33,000 | 80,000 |
Notes Payable 3 [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable | 206,250 | 500,000 |
Notes Payable 4 [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable | 150,000 | 150,000 |
Notes Payable, Other Payables [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable | 389,250 | 1,130,000 |
Debt discounts | 38,558 | 222,024 |
Notes payable | 350,692 | 907,976 |
Less: current maturities | 200,692 | 313,938 |
Notes payable, related parties, less current maturities | $ 150,000 | $ 594,038 |
Notes Payable - Summary of No_2
Notes Payable - Summary of Notes Payable (Parenthetical) (Details) - USD ($) | 6 Months Ended | |||||
Jun. 30, 2024 | May 06, 2024 | May 11, 2023 | Apr. 25, 2023 | Aug. 23, 2022 | Apr. 08, 2022 | |
Debt Instrument [Line Items] | ||||||
Warrant, shares (in shares) | 190,500 | |||||
Warrant, exercise price (in dollars per share) | $ 4 | $ 12 | ||||
Warrant, term (Year) | 5 years | 10 years | ||||
Warrants Issued With Promissory Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maturity | May 11, 2024 | |||||
Interest rate | 8% | |||||
Warrant, shares (in shares) | 375,000 | 375,000 | 625,000 | |||
Warrant, exercise price (in dollars per share) | $ 2.5 | $ 2.5 | $ 2.6 | |||
Warrant, term (Year) | 10 years | 10 years | 10 years | |||
Nonrelated Party [Member] | Notes Payable 1 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 400,000 | |||||
Interest rate | 8% | |||||
Nonrelated Party [Member] | Notes Payable 1 [Member] | Warrants Issued With Promissory Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maturity | Apr. 25, 2024 | |||||
Warrant, shares (in shares) | 100,000 | |||||
Warrant, exercise price (in dollars per share) | $ 2.5 | |||||
Warrant, term (Year) | 10 years | |||||
Warrant, exercise date | Apr. 15, 2024 | |||||
Nonrelated Party [Member] | Notes Payable 2 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 80,000 | |||||
Maturity | Apr. 08, 2025 | |||||
Interest rate | 6% | |||||
Nonrelated Party [Member] | Notes Payable 2 [Member] | Warrants Issued With Promissory Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Warrant, shares (in shares) | 20,000 | |||||
Warrant, exercise price (in dollars per share) | $ 2.35 | |||||
Warrant, term (Year) | 10 years | |||||
Warrant, exercise date | Apr. 15, 2024 | |||||
Nonrelated Party [Member] | Notes Payable 3 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 500,000 | |||||
Maturity | Apr. 08, 2025 | |||||
Interest rate | 6% | |||||
Nonrelated Party [Member] | Notes Payable 3 [Member] | Warrants Issued With Promissory Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Warrant, shares (in shares) | 125,000 | |||||
Warrant, exercise price (in dollars per share) | $ 2.35 | |||||
Warrant, term (Year) | 10 years | |||||
Warrant, exercise date | Apr. 15, 2024 | |||||
Nonrelated Party [Member] | Notes Payable 4 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face amount | $ 150,000 | |||||
Interest rate | 3.75% | |||||
Periodic payment | $ 731 |
Notes Payable - Schedule of Int
Notes Payable - Schedule of Interest Expense Related to Notes Payable, Related Parties, and Other Notes Payable (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Debt Instrument [Line Items] | ||||
Total interest expense | $ 599,664 | $ 847,509 | $ 1,018,333 | $ 1,345,845 |
Notes Payable [Member] | ||||
Debt Instrument [Line Items] | ||||
Amortization of debt discounts on notes payable, related parties | 364,912 | 579,808 | 594,238 | 913,999 |
Amortization of debt discounts on notes payable | 142,560 | 104,336 | 183,466 | 140,823 |
Interest - other | 2,193 | 1,524 | 4,386 | 3,045 |
Total interest expense | 599,664 | 847,509 | 1,018,333 | 1,345,845 |
Notes Payable [Member] | Related Party [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest on notes payable, related parties | 83,673 | 147,561 | 221,325 | 267,676 |
Notes Payable [Member] | Nonrelated Party [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest on notes payable, related parties | $ 6,326 | $ 14,280 | $ 14,918 | $ 20,302 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||||||||||||||
May 09, 2024 | May 02, 2024 | Apr. 15, 2024 | Mar. 28, 2024 | Feb. 09, 2024 | Jan. 11, 2024 | Jan. 05, 2024 | Nov. 20, 2023 | Aug. 25, 2023 | Jun. 01, 2023 | Jul. 22, 2022 | Apr. 20, 2022 | Apr. 11, 2022 | Mar. 25, 2022 | Jun. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | May 06, 2024 | Dec. 31, 2023 | |
Class of Stock [Line Items] | |||||||||||||||||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||
Warrants to purchase aggregate shares | 190,500 | 190,500 | |||||||||||||||||
Preferred stock issued | 0 | 0 | 0 | ||||||||||||||||
Warrants exercised (in shares) | 52,500 | ||||||||||||||||||
Loss on extinguishment of debt | $ (696,502) | $ (696,502) | $ 0 | ||||||||||||||||
Warrants exercise price | $ 4 | $ 4 | $ 12 | ||||||||||||||||
Reduced accrued interest payable | $ (431,049) | 265,338 | |||||||||||||||||
Number of stock issued | 158,694 | 46,669 | 195,000 | ||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||
Proceeds from sale of shares | $ 1,150,500 | $ 303,348 | $ 975,000 | $ 15,712,976 | $ 0 | ||||||||||||||
Warrant Exercise [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Increased common equity | $ 5,299,112 | ||||||||||||||||||
Warrants exercised (in shares) | 2,186,250 | ||||||||||||||||||
Notes repaid | $ 3,620,000 | ||||||||||||||||||
Loss on extinguishment of debt | (696,502) | ||||||||||||||||||
Class of warrant or right, redemption price | $ 0.001 | ||||||||||||||||||
Reduced accrued interest payable | $ (98,750) | ||||||||||||||||||
Reduced debt | $ (5,200,362) | ||||||||||||||||||
Class of warrant or right, redemption, minimum volume weighted average sale price | $ 9 | ||||||||||||||||||
Warrant Exercise [Member] | Notes Amendment [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Notes repaid | 1,580,363 | ||||||||||||||||||
Debt discounts included as amortized interest | $ 215,773 | ||||||||||||||||||
Warrant Exercise [Member] | Maximum [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Warrants exercise price | 2.6 | ||||||||||||||||||
Warrant Exercise [Member] | Minimum [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Warrants exercise price | $ 2.21 | ||||||||||||||||||
Stock Purchase Agreement November 20, 2023 [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of stock issued | 426,288 | ||||||||||||||||||
Price per share | $ 6.5 | ||||||||||||||||||
Proceeds from sale of shares | $ 2,770,848 | ||||||||||||||||||
Stock Purchase Agreement August 2023 [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of stock issued | 735,000 | ||||||||||||||||||
Price per share | $ 5 | ||||||||||||||||||
Proceeds from sale of shares | $ 3,675,000 | ||||||||||||||||||
Private Placement [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Proceeds from issuance or sale of equity | $ 3,738,000 | ||||||||||||||||||
Shares issued, price per share | $ 7.25 | ||||||||||||||||||
Number of stock issued | 515,597 | ||||||||||||||||||
Initial Public Offering [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Shares issued, price per share | $ 10 | ||||||||||||||||||
Stock options granted | 180,000 | ||||||||||||||||||
Warrants to purchase aggregate shares | 120,000 | 138,000 | |||||||||||||||||
Number of stock issued | 1,200,000 | ||||||||||||||||||
Common stock, par value | $ 0.001 | ||||||||||||||||||
Public Offering [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Proceeds from sale of shares | $ 11,974,976 | ||||||||||||||||||
Five Directors [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of shares issued for services | 21,095 | ||||||||||||||||||
Aggregate fair value of common stock | $ 125,230 | ||||||||||||||||||
Five Nonemployee Directors [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of shares issued for services | 23,534 | 7,060 | 20,699 | ||||||||||||||||
Aggregate fair value of common stock | $ 519,280 | $ 56,480 | $ 125,230 | ||||||||||||||||
Officers and Directors [Member] | Stock Purchase Agreement November 20, 2023 [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of stock issued | 46,669 | ||||||||||||||||||
Proceeds from sale of shares | $ 303,348 | ||||||||||||||||||
Officers and Directors [Member] | Stock Purchase Agreement August 2023 [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of stock issued | 195,000 | ||||||||||||||||||
Proceeds from sale of shares | $ 975,000 | ||||||||||||||||||
Officers, Directors and Related Parties [Member] | Private Placement [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of stock issued | 158,694 | ||||||||||||||||||
Proceeds from sale of shares | $ 1,150,500 | ||||||||||||||||||
Mr. Creed [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Aggregate fair value of common stock | $ 25,000 | ||||||||||||||||||
Shares of common stock as compensation | 6,410 | ||||||||||||||||||
Mr. Mueller [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Aggregate fair value of common stock | $ 24,998 | ||||||||||||||||||
Shares of common stock as compensation | 8,064 | ||||||||||||||||||
Two Advisory Board [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of shares issued for services | 8,000 | ||||||||||||||||||
Aggregate fair value of common stock | $ 20,000 | ||||||||||||||||||
Advisory Board [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Aggregate fair value of common stock | $ 10,000 | ||||||||||||||||||
Number of shares issued | 4,255 | ||||||||||||||||||
Mr. Shensky [Member] | Non Employee Director Compensation Plan [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Employee Benefits and Share-Based Compensation | $ 25,000 |
Options - Additional Informatio
Options - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Apr. 02, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Feb. 15, 2024 | Jan. 08, 2024 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Proceeds from options exercises | $ 163,854 | |||||||
Share-based compensation arrangement by share-based payment award, options, exercises in period (in shares) | 50,459 | 0 | ||||||
Options exercisable | 367,302 | 367,302 | ||||||
Minimum [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Options strike price | $ 950,333 | $ 950,333 | ||||||
Share-Based Payment Arrangement, Option [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Share-based compensation arrangement by share-based payment award, options, outstanding, number (in shares) | 2,610,442 | 2,610,442 | ||||||
Options strike price | $ 15.99 | |||||||
Share-based compensation arrangement by share-based payment award, options, exercisable, weighted average remaining contractual term (in years) | 9 years | |||||||
Weighted-average period over which awards are expected to be recognized | 3 years | |||||||
Stock-based compensation expense | $ 1,122,280 | $ 131,841 | $ 2,207,875 | $ 258,677 | ||||
Share-based payment arrangement, nonvested award, option, cost not yet recognized, amount | 13,509,032 | $ 13,509,032 | ||||||
Share-based compensation arrangement by share-based payment award, options, forfeitures in period (in shares) | 47,000 | |||||||
Share-based compensation arrangements by share-based payment award, options, forfeitures in period, weighted average exercise price (in dollars per share) | $ 5.43 | |||||||
Share-based compensation arrangement by share-based payment award, options, expirations in period (in shares) | 333 | |||||||
Options expired | $ 14,491 | |||||||
Share-Based Payment Arrangement, Option [Member] | Maximum [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Option expired strik price | $ 195 | |||||||
Share-Based Payment Arrangement, Option [Member] | Minimum [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Option expired strik price | $ 5.41 | |||||||
Share-Based Payment Arrangement, Option [Member] | Twenty One Employees [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Stock options granted | 101,911 | |||||||
Shares of common stock, exercise price | $ 15.99 | |||||||
Share-based compensation arrangement by share-based payment award, fair value assumptions, call option value | 12.88 | |||||||
Share-based compensation arrangement by share-based payment award, options, grants in period, grant date fair value | $ 1,312,561 | $ 1,312,561 | ||||||
Share-based compensation arrangement by share-based payment award, expiration period (in years) | 10 years | |||||||
Share-Based Payment Arrangement, Option [Member] | Twenty One Employees [Member] | Maximum [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Share-based compensation arrangement by share-based payment award, fair value assumptions, weighted average volatility rate | 95% | |||||||
Share-Based Payment Arrangement, Option [Member] | Twenty One Employees [Member] | Minimum [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Share-based compensation arrangement by share-based payment award, fair value assumptions, weighted average volatility rate | 94% | |||||||
Share-Based Payment Arrangement, Option [Member] | Twenty One Employees [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Options, vesting percentage | 60% | |||||||
Share-Based Payment Arrangement, Option [Member] | Twenty One Employees [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Options, vesting percentage | 20% | |||||||
Stock Option4 [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Volatility rate | 406% | |||||||
Call option value | $ 72,692 | |||||||
Stock-based compensation expense | $ 72,692 | |||||||
The 2020 Plan [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Additional number of shares available for issuance | 2,150,000 | |||||||
Additional number of shares available for grant | 2,272,954 | |||||||
The 2020 Plan Amendment [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Additional number of shares available for issuance | 2,150,000 | |||||||
Additional number of shares available for grant | 2,272,954 | |||||||
The 2024 Plan [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Common stock reserved for issuance | 3,000,000 |
Options - Schedule of compensat
Options - Schedule of compensation expense related to common stock options (Details) - Share-Based Payment Arrangement, Option [Member] - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total amortized options expense | $ 1,122,280 | $ 131,841 | $ 2,207,875 | $ 258,677 |
Directors [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total amortized options expense | 28,962 | 28,658 | 57,608 | 57,633 |
Officers [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total amortized options expense | 1,030,032 | 79,644 | 2,044,628 | 158,412 |
Employees [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Total amortized options expense | $ 63,286 | $ 23,222 | $ 105,639 | $ 42,632 |
Warrants - Additional Informati
Warrants - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | May 06, 2024 | May 02, 2024 | Dec. 31, 2023 | Apr. 08, 2022 | |
Class of Warrant or Right [Line Items] | |||||||
Warrants exercise price | $ 4 | $ 4 | $ 12 | ||||
Warrant, term (Year) | 5 years | 5 years | 10 years | ||||
Warrants to purchase aggregate shares | 190,500 | 190,500 | |||||
Loss on early extinguishment of debt | $ (696,502) | $ (696,502) | $ 0 | ||||
Percentage of number of shares sold in the offering | 10% | ||||||
Common stock, shares issued | 10,245,388 | 10,245,388 | 6,029,371 | ||||
Warrants exercised (in shares) | 52,500 | ||||||
Warrants, weighted average strike price | $ 9.8 | $ 9.8 | |||||
Class of warrants or rights, expiration in period (in shares) | 0 | ||||||
Initial Public Offering [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants to purchase aggregate shares | 138,000 | 120,000 | |||||
Common stock, shares issued | 1,380,000 | ||||||
Percentage of warrants exercisable upon issuance of exercise price | 120% | ||||||
Warrants Related Debt [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants exercise price | $ 2.5 | $ 2.5 | |||||
Amortization of debt discount (premium) | $ 777,704 | $ 1,054,822 | |||||
Class of warrant or right, issued during the period (in shares) | 2,186,250 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Basic and Diluted Earnings Per Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Earnings Per Share [Abstract] | ||||
Net income (loss) attributable to common shareholders | $ 3,335,142 | $ (3,320,900) | $ 3,845,730 | $ (4,722,430) |
Basic weighted average shares | 9,624,999 | 4,854,208 | 7,845,382 | 4,850,815 |
Basic income (loss) per share | $ 0.35 | $ (0.68) | $ 0.49 | $ (0.97) |
Diluted weighted average shares | 11,385,708 | 4,854,208 | 9,408,247 | 4,850,815 |
Diluted income (loss) per share | $ 0.29 | $ (0.68) | $ 0.41 | $ (0.97) |
Earnings Per Share - Informatio
Earnings Per Share - Information Related to Stock Options and Warrants Outstanding (Details) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Earnings Per Share [Abstract] | ||||
Weighted average stock options (in shares) | 2,609,041 | 632,426 | 2,608,985 | 600,796 |
Weighted average price of stock options (in dollars per share) | $ 6.92 | $ 4.81 | $ 6.92 | $ 4.81 |
Weighted average warrants (in shares) | 451,385 | 1,357,866 | 1,502,403 | 1,010,337 |
Weighted average price of warrants (in dollars per share) | $ 9.8 | $ 2.47 | $ 9.8 | $ 2.47 |
Average price of common stock (in dollars per share) | $ 17.29 | $ 4.97 | $ 12.86 | $ 4.06 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - $ / shares | 3 Months Ended | 6 Months Ended |
Jun. 30, 2024 | Jun. 30, 2024 | |
Minimum [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Options strike price | $ 950,333 | $ 950,333 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Income Taxes [Line Items] | |||||
Income tax expense | $ 257,918 | $ 0 | $ 257,918 | $ 0 | |
Operating loss carryforwards | 39,392,756 | $ 39,392,756 | |||
Operating loss carryforwards, expiration year | 2031 | ||||
Operating loss carryforwards, limitations on use | For tax years beginning after December 31, 2017, pursuant to the enactment of the Tax Cuts and Jobs Act (“TCJA”) net operating losses now carry forward indefinitely but are limited to offsetting 80% of taxable income in a tax year. | ||||
Deferred tax assets, valuation allowance | 12,345,665 | $ 12,345,665 | $ 12,984,109 | ||
Significant unrecognized tax positions | 0 | 0 | |||
Tax Cuts and Jobs Act [Member] | |||||
Income Taxes [Line Items] | |||||
Operating loss carryforwards | $ 13,921,485 | $ 13,921,485 |