Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 14, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-41452 | |
Entity Registrant Name | GREENWAVE TECHNOLOGY SOLUTIONS, INC | |
Entity Central Index Key | 0001589149 | |
Entity Tax Identification Number | 46-2612944 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 4016 Raintree Rd | |
Entity Address, Address Line Two | Ste 300 | |
Entity Address, City or Town | Chesapeake | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 23321 | |
City Area Code | (800) | |
Local Phone Number | 966-1432 | |
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Trading Symbol | GWAV | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 16,557,083 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 1,449,340 | $ 821,804 |
Inventories | 146,701 | 189,646 |
Accounts receivable | 493,128 | 215,256 |
Prepaid expenses | 485,143 | 12,838 |
Total current assets | 2,574,312 | 1,239,544 |
Property and equipment, net | 24,470,605 | 13,167,535 |
Advance for asset | 1,193,380 | |
Operating lease right of use assets, net | 355,170 | 3,009,946 |
Finite lived intangible assets, net | 22,850,875 | |
Security deposit | 31,893 | 6,893 |
Total assets | 48,063,980 | 41,468,173 |
Current liabilities: | ||
Bank overdraft | 205,719 | |
Accounts payable and accrued expenses | 5,328,114 | 5,035,330 |
Accrued payroll and related expenses | 4,290,199 | 3,946,411 |
Contract liabilities | 25,000 | 25,000 |
Factoring, net of unamortized debt discount of $0 and $1,221,022, respectively | 4,893,207 | |
Non-convertible notes payable, current portion, net of unamortized debt discount of $887,343 and $500,250, respectively | 2,619,147 | 1,820,819 |
Convertible notes payable, current portion, net of unamortized debt discount of $3,163,619 and $0, respectively | 4,836,381 | |
Operating lease obligations, current portion | 212,272 | |
Total current liabilities | 18,781,265 | 19,012,924 |
Operating lease obligations, less current portion | 131,184 | |
Convertible notes payable, net of unamortized debt discount of $3,954,524 and $0, respectively | 6,045,476 | |
Non-convertible notes payable, net of unamortized debt discount of $2,161,888 and $1,965,113, respectively | 6,195,897 | 7,001,422 |
Total liabilities | 48,372,172 | 26,130,608 |
Commitments and contingencies (See Note 9) | ||
Common stock, $0.001 par value, 1,200,000,000 shares authorized; 15,880,742 and 10,962,319 shares issued and outstanding, respectively | 15,881 | 10,962 |
Additional paid in capital | 391,388,858 | 377,595,618 |
Accumulated deficit | (391,712,931) | (362,269,015) |
Total stockholders’ equity | (308,192) | 15,337,565 |
Total liabilities and stockholders’ equity | 48,063,980 | 41,468,173 |
Series Z Preferred Stock [Member] | ||
Current liabilities: | ||
Preferred stock, value | ||
Additional paid in capital | 7,237,572 | |
License [Member] | ||
Current assets: | ||
Finite lived intangible assets, net | 17,019,200 | 18,614,750 |
Customer List [Member] | ||
Current assets: | ||
Finite lived intangible assets, net | 1,791,200 | 1,959,125 |
Intellectual Property [Member] | ||
Current assets: | ||
Finite lived intangible assets, net | 1,821,600 | 2,277,000 |
Related Party [Member] | ||
Current assets: | ||
Operating lease right of use assets, net | 128,190 | 2,419,338 |
Current liabilities: | ||
Due to related parties | 1,264,433 | 317,781 |
Operating lease obligations, current portion | 110,430 | 2,742,140 |
Operating lease obligations, less current portion | 64,890 | |
Related party note payable | 17,218,350 | |
Nonrelated Party [Member] | ||
Current assets: | ||
Operating lease right of use assets, net | 226,980 | 590,608 |
Current liabilities: | ||
Operating lease obligations, current portion | 101,842 | 232,236 |
Operating lease obligations, less current portion | $ 66,294 | $ 116,262 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,200,000,000 | 1,200,000,000 |
Common stock, shares issued | 15,880,742 | 10,962,319 |
Common stock, shares outstanding | 15,880,742 | 10,962,319 |
Series Z Preferred Stock [Member] | ||
Preferred stock, shares authorized | 0 | 500 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, stated value | $ 20,000 | $ 20,000 |
Preferred stock shares issued | 0 | 322 |
Preferred stock shares outstanding | 0 | 322 |
Convertible Notes Payable [Member] | ||
Unamortized debt discount, non current | $ 3,954,524 | $ 0 |
Non Convertible Notes Payable [Member] | ||
Unamortized debt discount, non current | 2,161,888 | 1,965,113 |
Factoring [Member] | ||
Unamortized debt discount, current | 0 | 1,221,022 |
Non Convertible Notes Payable [Member] | ||
Unamortized debt discount, current | 887,343 | 500,250 |
Convertible Notes Payable [Member] | ||
Unamortized debt discount, current | $ 3,163,619 | $ 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenues | $ 8,181,948 | $ 7,347,223 | $ 26,641,644 | $ 27,972,612 |
Cost of Revenues | 5,251,001 | 4,862,334 | 15,685,232 | 17,157,707 |
Gross Profit | 2,930,947 | 2,484,889 | 10,956,412 | 10,814,905 |
Operating Expenses: | ||||
Advertising | 395,000 | 9,662 | 410,851 | 69,963 |
Payroll and related expense | 1,473,131 | 2,055,442 | 4,921,669 | 4,936,882 |
Rent, utilities and property maintenance ($337,617 and $670,938; $1,476,002 and $1,183,876, to related party) | 643,550 | 810,786 | 2,700,777 | 2,573,449 |
Hauling and equipment maintenance | 604,032 | 926,761 | 2,424,165 | 2,760,755 |
Depreciation and amortization expense | 1,562,221 | 1,151,540 | 4,181,802 | 2,966,907 |
Consulting, accounting and legal | 939,345 | 31,215 | 1,414,592 | 552,527 |
Loss on asset | 9,850,850 | 9,850,850 | ||
Common stock issued for services | 171,240 | 171,240 | ||
Other general and administrative expenses | 777,135 | 793,645 | 2,391,476 | 1,410,034 |
Total Operating Expenses | 16,416,504 | 5,779,051 | 28,467,422 | 15,270,517 |
Loss From Operations | (13,485,557) | (3,294,162) | (17,511,010) | (4,455,612) |
Other Income (Expense): | ||||
Interest expense and amortization of debt discount | (3,672,861) | (688,570) | (6,730,214) | (33,265,639) |
Gain on tax credit | 717,064 | |||
Gain on lease termination | 108,863 | 108,863 | ||
Change in fair value of derivative liabilities | 14,264,476 | |||
Warrant expense for liquidated damages settlements | (7,408,681) | (7,408,681) | ||
Gain on conversion of convertible notes | 2,625,378 | 2,625,378 | ||
Gain on settlement of non-convertible notes payable and advances | 557,535 | 188,500 | 632,540 | 351,920 |
Total Other Income (Expense) | (3,006,463) | (5,283,373) | (5,271,747) | (23,432,546) |
Net Loss Before Income Taxes | (16,492,020) | (8,577,535) | (22,782,757) | (27,888,158) |
Provision for Income Taxes (Benefit) | ||||
Net Loss | (16,492,020) | (8,577,535) | (22,782,757) | (27,888,158) |
Deemed dividend for the reduction of exercise price of warrants | (1,638,952) | (1,638,952) | ||
Deemed dividend for the reduction of the conversion price of a debt note | (5,022,207) | (5,022,200) | ||
Deemed dividend for Series Z price protection trigger upon uplisting | (7,237,572) | (7,237,572) | ||
Deemed dividend for triggering of warrant price protection upon uplisting | (21,115,910) | (21,115,910) | ||
Deemed dividend for repricing of certain warrants for liquidated damages waiver | (462,556) | (462,556) | ||
Net Income (Loss) Available to Common Stockholders | $ (23,153,172) | $ (37,393,573) | $ (29,443,909) | $ (56,704,196) |
Net Income (Loss) Per Common Share: | ||||
Basic | $ (1.75) | $ (4.30) | $ (2.47) | $ (9.43) |
Diluted | $ (1.75) | $ (4.30) | $ (2.47) | $ (9.43) |
Weighted Average Common Shares Outstanding: | ||||
Basic | 13,220,232 | 8,696,483 | 11,900,762 | 6,012,047 |
Diluted | 13,220,232 | 8,696,483 | 11,900,762 | 6,012,047 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Operating expense related party | $ 337,617 | $ 670,938 | $ 1,476,002 | $ 1,183,876 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Preferred Stock [Member] Series Z Preferred Stock [Member] | Common Stock [Member] | Common Stock to be Issued [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 1 | $ 3,332 | $ 8 | $ 275,058,282 | $ (298,409,685) | $ (23,348,062) |
Balance, shares at Dec. 31, 2021 | 500 | 3,331,916 | 8,500 | |||
Issuance of common stock upon conversion of Series Z Preferred | $ 475 | 1,453,025 | (1,453,501) | |||
Issuance of common stock upon conversion of Series Z Preferred, shares | (117) | (475,000) | ||||
Issuance of common stock upon conversion of Series Z Preferred, shares | 117 | 475,000 | ||||
Net loss | (27,888,158) | (27,888,158) | ||||
Issuance of common stock previously recorded as to be issued | $ 8 | $ (8) | ||||
Issuance of common stock previously recorded as to be issued, shares | 8,500 | 8,500 | ||||
Issuance of common stock previously recorded as to be issued, shares | (8,500) | (8,500) | ||||
Elimination of derivative liabilities due to resolution of authorized share shortfall | 29,759,766 | 29,759,765 | ||||
Issuance of common stock upon conversion of convertible debt at uplisting | $ 6,897 | 36,553,575 | 36,560,471 | |||
Issuance of common stock upon conversion of convertible debt at uplisting, shares | 6,896,903 | |||||
Warrant expense for liquidated damages waiver | 7,408,681 | 7,408,681 | ||||
Deemed dividend for Series Z price protection trigger upon uplisting | 7,237,572 | (7,237,572) | ||||
Deemed dividend for repricing & issuance of additional warrants upon uplisting | 21,115,910 | (21,115,910) | ||||
Deemed dividend for repricing of certain warrants for liquidated damages waiver | 462,556 | (462,556) | ||||
Ending balance, value at Sep. 30, 2022 | $ 1 | $ 10,712 | 379,049,367 | (356,567,382) | 22,492,697 | |
Balance, shares at Sep. 30, 2022 | 383 | 10,712,319 | ||||
Beginning balance, value at Jun. 30, 2022 | $ 1 | $ 3,340 | 304,818,048 | (317,720,309) | (12,898,920) | |
Balance, shares at Jun. 30, 2022 | 500 | 3,340,416 | ||||
Issuance of common stock upon conversion of Series Z Preferred | $ 475 | 1,453,025 | (1,453,500) | |||
Issuance of common stock upon conversion of Series Z Preferred, shares | (117) | (475,000) | ||||
Issuance of common stock upon conversion of Series Z Preferred, shares | 117 | 475,000 | ||||
Net loss | (8,577,535) | (8,577,535) | ||||
Issuance of common stock upon conversion of convertible debt at uplisting | $ 6,897 | 36,553,575 | 36,560,471 | |||
Issuance of common stock upon conversion of convertible debt at uplisting, shares | 6,896,903 | |||||
Warrant expense for liquidated damages waiver | 7,408,681 | 7,408,681 | ||||
Deemed dividend for Series Z price protection trigger upon uplisting | 7,237,572 | (7,237,572) | ||||
Deemed dividend for repricing & issuance of additional warrants upon uplisting | 21,115,910 | (21,115,910) | ||||
Deemed dividend for repricing of certain warrants for liquidated damages waiver | 462,556 | (462,556) | ||||
Ending balance, value at Sep. 30, 2022 | $ 1 | $ 10,712 | 379,049,367 | (356,567,382) | 22,492,697 | |
Balance, shares at Sep. 30, 2022 | 383 | 10,712,319 | ||||
Beginning balance, value at Dec. 31, 2022 | $ 10,962 | 377,595,618 | (362,269,015) | 15,337,565 | ||
Balance, shares at Dec. 31, 2022 | 322 | 10,962,319 | ||||
Issuance of common stock upon conversion of Series Z Preferred | $ 1,303 | (1,301) | ||||
Issuance of common stock upon conversion of Series Z Preferred, shares | (322) | (1,301,994) | ||||
Issuance of common stock upon conversion of Series Z Preferred, shares | 322 | 1,301,994 | ||||
Common stock issued for cash, net issuance costs | $ 2,511 | 2,838,670 | 2,841,181 | |||
Common stock issued for cash, net issuance costs, shares | 2,511,166 | |||||
Common stock issued for services rendered and to be rendered | $ 276 | 254,172 | 254,448 | |||
Common stock issued for services rendered and to be rendered, shares | 275,929 | |||||
Common stock issued for the exercise of warrants for cash | $ 680 | 7,560 | 8,240 | |||
Common stock issued for the exercise of warrants for cash, shares | 679,398 | |||||
Common stock issued for the exercise of warrants pursuant to cashless exercise provisions | $ 149 | (149) | ||||
Common stock issued for the exercise of warrants pursuant to cashless exercise provisions, shares | 149,936 | |||||
Debt discount for warrants issued in senior secured debt placement | 3,279,570 | 3,279,570 | ||||
Debt discount for warrants issued as commission for senior secured debt placement | 753,567 | 753,567 | ||||
Deemed dividend for the reduction of the conversion price of a debt note | 5,022,200 | (5,022,207) | (7) | |||
Deemed dividend for the reduction of the exercise price of warrants | 1,638,952 | (1,638,952) | ||||
Net loss | (22,782,757) | (22,782,757) | ||||
Ending balance, value at Sep. 30, 2023 | $ 15,881 | 391,388,758 | (391,712,931) | (308,192) | ||
Balance, shares at Sep. 30, 2023 | 15,880,742 | |||||
Beginning balance, value at Jun. 30, 2023 | $ 11,251 | 377,595,330 | (368,559,752) | 9,046,829 | ||
Balance, shares at Jun. 30, 2023 | 250 | 11,250,813 | ||||
Issuance of common stock upon conversion of Series Z Preferred | $ 1,014 | (1,013) | ||||
Issuance of common stock upon conversion of Series Z Preferred, shares | (250) | (1,013,500) | ||||
Issuance of common stock upon conversion of Series Z Preferred, shares | 250 | 1,013,500 | ||||
Common stock issued for cash, net issuance costs | $ 2,511 | 2,838,670 | 2,841,181 | |||
Common stock issued for cash, net issuance costs, shares | 2,511,166 | |||||
Common stock issued for services rendered and to be rendered | $ 276 | 254,172 | 254,448 | |||
Common stock issued for services rendered and to be rendered, shares | 275,929 | |||||
Common stock issued for the exercise of warrants for cash | $ 680 | 7,560 | 8,240 | |||
Common stock issued for the exercise of warrants for cash, shares | 679,398 | |||||
Common stock issued for the exercise of warrants pursuant to cashless exercise provisions | $ 149 | (149) | ||||
Common stock issued for the exercise of warrants pursuant to cashless exercise provisions, shares | 149,936 | |||||
Debt discount for warrants issued in senior secured debt placement | 3,279,570 | 3,279,570 | ||||
Debt discount for warrants issued as commission for senior secured debt placement | 753,567 | 753,567 | ||||
Deemed dividend for the reduction of the conversion price of a debt note | 5,022,200 | (5,022,207) | (7) | |||
Deemed dividend for the reduction of the exercise price of warrants | 1,638,952 | (1,638,952) | ||||
Net loss | (16,492,020) | (16,492,020) | ||||
Ending balance, value at Sep. 30, 2023 | $ 15,881 | $ 391,388,758 | $ (391,712,931) | $ (308,192) | ||
Balance, shares at Sep. 30, 2023 | 15,880,742 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cashflows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net (loss) | $ (22,782,757) | $ (27,888,158) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization of intangible assets | 4,181,802 | 2,790,714 |
Change in fair value of derivative liabilities | (14,264,476) | |
Interest and amortization of debt discount | 6,730,214 | 33,265,639 |
Warrant expense for liquidated damages settlement | 7,408,681 | |
Impairments recognized on property and equipment | 176,192 | |
(Gain) on conversion of convertible notes payable | (2,625,378) | |
(Gain) on termination of operating lease liability | (108,863) | |
Loss on asset | 9,850,850 | |
Gain on settlement of non-convertible notes payable and accrued interest | (632,540) | (351,920) |
Stock based compensation | 171,239 | |
Changes in operating assets and liabilities: | ||
Changes in due to related party | 1,018,349 | (107,884) |
Inventories | 42,945 | (336,677) |
Accounts receivable | (277,871) | (672,664) |
Prepaid expenses | (388,972) | (38,635) |
Security deposit | (25,000) | 994 |
Accounts payable and accrued expenses | (607,900) | (922,318) |
Accrued payroll and related expenses | 224,204 | (69,296) |
Environmental remediation | (22,207) | |
Net cash used in operating activities | (2,587,000) | (2,067,257) |
Cash flows from investing activities: | ||
Cash received for the advance given for asset | 82,769 | |
Net cash used in investing activities | (1,577,768) | (3,684,307) |
Cash flows from financing activities: | ||
Proceeds from sale of common stock | 2,841,181 | |
Proceeds from warrant exercises | 8,240 | |
Proceeds from issuance of convertible notes | 13,118,750 | |
Proceeds from bridge financing | 825,000 | |
Bank overdrafts | 205,719 | |
Proceeds from issuance of non-convertible notes payable | 1,000,000 | 6,162,500 |
Repayment of a non-convertible notes payable | (4,381,809) | (1,788,458) |
Proceeds from factoring | 3,746,109 | |
Repayments of factoring | (12,570,886) | (12,000) |
Net cash provided by financing activities | 4,792,304 | 4,362,042 |
Net increase (decrease) in cash | 627,536 | (1,389,522) |
Cash, beginning of period | 821,804 | 2,958,293 |
Cash, end of period | 1,449,340 | 1,568,771 |
Supplemental disclosures of cash flow information: | ||
Cash paid during period for interest | 49,296 | 198,000 |
Cash paid during period for taxes | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Reclassification of derivative liability to additional paid in capital due to elimination of authorized share shortfall | 29,759,766 | |
Increase in right of use assets and operating lease liabilities | 199,466 | 2,677,544 |
Land purchased with deed of trust notes | 1,200,000 | |
Note proceeds for equipment purchases | 3,059,634 | 590,000 |
Issuance of common shares previously to be issued | 8 | |
Equipment purchases in accounts payable and accrued expenses | 311,805 | |
Equipment purchases from issuance of related-party note payable | 7,367,500 | |
Deemed dividend for warrant repricing at uplisting | 21,115,910 | |
Deemed dividend for price protection trigger in Series Z Preferred at uplisting | 7,237,572 | |
Deemed dividend for repricing of certain warrants for liquidated damages waiver | 462,556 | |
Debt discount for warrants issued in senior secured debt placement | 4,033,036 | 4,033,036 |
Deemed dividend for exercise price reduction of warrants | 1,638,952 | |
Deemed dividend for conversion price reduction of note | 5,022,200 | |
Common shares issued upon conversion of convertible notes and accrued interest | 6,897 | |
Common shares issued upon conversion of Series Z Preferred | 1,303 | 475 |
Factoring proceeds utilized for payoff of factoring liabilities | 5,004,393 | |
Related Party [Member] | ||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Amortization of right of use assets, net | 1,404,791 | 1,590,136 |
Changes in operating assets and liabilities: | ||
Principal payments made on operating lease liability | (1,572,248) | (304,349) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (172,500) | |
Nonrelated Party [Member] | ||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Amortization of right of use assets, net | 184,757 | 304,349 |
Changes in operating assets and liabilities: | ||
Principal payments made on operating lease liability | ||
Cash flows from investing activities: | ||
Purchases of property and equipment | $ (1,660,537) | $ (3,511,807) |
NATURE OF OPERATIONS AND BASIS
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION Overview Greenwave Technology Solutions, Inc. (“Greenwave” or the “Company”) was incorporated in the State of Delaware on April 26, 2013 as a technology platform developer under the name MassRoots, Inc. The Company sold its social media assets in October 2021 and has discontinued all operations related to this business. On September 30, 2021, we closed our acquisition of Empire Services, Inc. (“Empire”), which operates 13 metal recycling facilities in Virginia and North Carolina. The acquisition was effective October 1, 2021 upon the effectiveness of the Certificates of Merger in Virginia and Delaware. In December 2022, we began offering hauling services to corporate clients. We haul sand, dirt, asphalt, metal, and other materials in a fleet of approximately 50 trucks which we own, manage, and maintain. The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Our condensed consolidated financial statements include the accounts of Empire Services, Inc., Empire Staffing, LLC, Liverman Metal Recycling, Inc., Scrap App, Inc. (formed September 2023 in Delaware), Greenwave Elite Sports Facility, Inc., our wholly owned subsidiaries. All intercompany transactions were eliminated during consolidation. Basis of Presentation The interim unaudited condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the SEC. In the opinion of the Company’s management, all adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring adjustments) necessary to present fairly the Company’s results of operations for the three and nine months ended September 30, 2023 and 2022, its cash flows for the nine months ended September 30, 2023 and 2022, and its financial position as of September 30, 2023 have been made. The results of operations for such interim periods are not necessarily indicative of the operating results to be expected for the full year. Certain information and disclosures normally included in the notes to the annual consolidated financial statements have been condensed or omitted from these interim unaudited condensed consolidated financial statements. Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 as filed with the SEC on March 31, 2023 and amended on April 13, 2023 (the “Annual Report”). The December 31, 2022 balance sheet is derived from those statements. |
GOING CONCERN AND MANAGEMENT_S
GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS | NOTE 2 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS As of September 30, 2023, the Company had cash of $ 1,449,340 16,206,953 391,712,931 The Company believes it has sufficient capital to become cashflow positive from operating activities. Should the Company choose to raise capital, it believes it can do so through non-equity based instruments such as non-convertible notes, lines of credit, and cash advances. If the Company raises additional funds by issuing equity securities, its stockholders would experience dilution. Additional debt financing, if available, may involve covenants restricting its operations or its ability to incur additional debt. Any additional debt financing or additional equity that the Company raises may contain terms that are not favorable to it or its stockholders and require significant debt service payments, which diverts resources from other activities. The Company’s ability to raise additional capital will be impacted by market conditions and the price of the Company’s common stock. Accordingly, the accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business for one year from the date the condensed consolidated financial statements are issued. The carrying amounts of assets and liabilities presented in the unaudited condensed consolidated financial statements do not necessarily purport to represent realizable or settlement values. The unaudited condensed consolidated financial statements do not include any adjustments that might result should the Company be unable to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of Greenwave Technology Solutions, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. 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, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include estimates used in the, payroll tax liabilities with interest and penalties, assumptions used in right-of-use and lease liability calculations, impairments of intangible assets acquired in business combination, estimated useful life of long-lived assets and finite life tangible assets, fair value of warrants, and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. Fair Value of Financial Instruments The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 825-10, “Financial Instruments” (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The estimated fair value of certain financial instruments, including cash, accounts payable and accrued liabilities are carried at historical cost basis, which approximates their fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the condensed consolidated financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. The Company follows ASC 825-10, which permits entities to choose to measure many financial instruments and certain other items at fair value. Cash For purposes of the condensed consolidated statements of cash flows, the Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents. As of September 30, 2023 and December 31, 2022, the Company had no cash equivalents. The Company maintains its cash in banks insured by the Federal Deposit Insurance Corporation in accounts that at times may be in excess of the federally insured limit of $ 250,000 1,130,252 434,399 Accounts Receivable Accounts receivable represent amounts primarily due from customers on product and other sales. These accounts receivable, which are reduced by an allowance for credit losses, are recorded at the invoiced amount and do not bear interest. The Company delivers shipments of scrap metal to customers and typically receives payment within 45 days of delivery. The Company evaluates the collectability of its accounts receivable based on a combination of factors, including the aging of customer receivable balances, the financial condition of the Company’s customers, historical collection rates, and economic trends. Management uses this evaluation to estimate the amount of customer receivables that may not be collected in the future and records a provision for expected credit losses. Accounts are written off when all efforts to collect have been exhausted. As of September 30, 2023 and December 31, 2022, the accounts receivable balances amounted to $ 493,128 215,256 Property and Equipment, net We state property and equipment at cost or, if acquired through a business combination, fair value at the date of acquisition. We calculate depreciation and amortization using the straight-line method over the estimated useful lives of the assets, except for our leasehold improvements, which are depreciated over the shorter of their estimated useful lives or their related lease term. Upon the sale or retirement of assets, the cost and related accumulated depreciation are removed from our accounts and the resulting gain or loss is credited or charged to income. We expense costs for repairs and maintenance when incurred. Our property and equipment is pledged as collateral for certain factoring advances and promissory notes, see Note 8 – Factoring Advances and Non-Convertible Notes Cost of Revenue The Company’s cost of revenue consists primarily of the costs of purchasing metal from its suppliers. For the Company’s hauling business line, cost of revenue mainly consists of fuel and payroll for drivers. Related Party Transactions Parties are considered related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. See Note 17 – Related Party Transactions Leases The Company accounts for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the condensed consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset result in straight-line rent expense over the lease term. Variable lease expenses, if any, are recorded when incurred. In calculating the right of use asset and lease liability, the Company elected to combine lease and non-lease components. The Company excluded short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election and recognizes rent expense on a straight-line basis over the lease term. See Note 11 – Leases Commitments and Contingencies From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Except as set forth below, we are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results. See Note 13 – Commitments and Contingencies Revenue Recognition The Company recognizes revenue when services are realized or realizable and earned, less estimated future doubtful accounts. The Company’s revenues are accounted for under ASC Topic 606, “Revenue From Contracts With Customers” (“ASC 606”) and generally do not require significant estimates or judgments based on the nature of the Company’s revenue streams. The sales prices are generally fixed at the point of sale and all consideration from contracts is included in the transaction price. The Company’s contracts do not include multiple performance obligations or material variable consideration. In accordance with ASC 606, the Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company recognizes revenue in accordance with that core principle by applying the following: (i) Identify the contract(s) with a customer; (ii) Identify the performance obligation in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; and (v) Recognize revenue when (or as) the Company satisfies a performance obligation. The Company primarily generates revenue by purchasing scrap metal from businesses and retail suppliers, processing it, and selling the ferrous and non-ferrous metals to clients. The Company realizes revenue upon the fulfillment of its performance obligations to customers. As of September 30, 2023 and December 31, 2022, the Company had a contract liability of $ 25,000 25,000 Inventories Although we ship the ferrous and non-ferrous metals we purchase from suppliers multiple times per day, we do maintain inventories. We calculate the value of the inventories we do carry, which consist of processed and unprocessed scrap metal (ferrous and nonferrous), used and salvaged vehicles, and supplies, based on the net realizable value or the cost of the inventories, whichever is less. We calculate the value of the inventory based on the first-in-first-out (FIFO) methodology. We calculate the value of finished products based on their net realizable value as their cost basis is not readily available. The value of our inventories was $ 146,701 189,646 Advertising The Company charges the costs of advertising to expense as incurred. Advertising costs were $ 395,000 9,662 410,851 69,963 Stock-Based Compensation Stock-based compensation expense is measured at the grant date fair value of the award and is expensed over the requisite service period. For stock-based awards to employees, non-employees and directors, the Company calculates the fair value of the award on the date of grant using the Black-Scholes option pricing model. Determining the fair value of stock-based awards at the grant date under this model requires judgment, including estimating volatility, employee stock option exercise behaviors and forfeiture rates. The assumptions used in calculating the fair value of stock-based awards represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. Income Taxes The Company follows ASC Subtopic 740-10, “Income Taxes” (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Convertible Instruments U.S. GAAP requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under ASC 480, “Distinguishing Liabilities From Equity.” The Company records, when necessary, deemed dividends for: (i) warrant price protection, based on the difference between the fair value of the warrants immediately before and after the repricing (inclusive of any full ratchet provisions); (ii) the exchange of preferred shares for convertible notes, based on the amount of the face value of the convertible notes in excess of the carrying value of the preferred shares; (iii) the settlement of warrant provisions, based on the fair value of the common shares issued; and (iv) amortization of discount on preferred stock resulting from recognition of a beneficial conversion feature. Issuance of Debt Instruments With Detachable Stock Purchase Warrants Proceeds from the issuance of a debt instrument with stock purchase warrants (detachable call options) are allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. The portion of the proceeds allocated to the warrants are recorded as additional paid-in capital. The remainder of the proceeds are allocated to the debt instrument portion of the transaction. Such issuances generally result in a discount (or, occasionally, a reduced premium) relative to the debt instrument, which is amortized to interest expense using the effective interest rate method. Derivative Financial Instruments The Company classifies as equity any contracts that: (i) require physical settlement or net-share settlement; or (ii) provide the Company with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement) providing that such contracts are indexed to the Company’s own stock. The Company classifies as assets or liabilities any contracts that: (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control); or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification of its common stock purchase warrants and other freestanding derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. Environmental Remediation Liability The operations of the Company, like those of other companies in its industry, are subject to various domestic and foreign environmental laws and regulations. These laws and regulations not only govern current operations and products, but also impose potential liability on the Company for past operations. Management expects environmental laws and regulations to impose increasingly stringent requirements upon the Company and the industry in the future. Management believes that the Company conducts its operations in compliance with applicable environmental laws and regulations and has implemented various programs designed to protect the environment and promote continued compliance. The Company continuously assesses its potential liability for remediation-related activities and adjusts its environmental-related accruals as information becomes available upon which more accurate costs can be reasonably estimated and as additional accounting guidelines are issued. As of September 30, 2023 and December 31, 2022, the Company had accruals reported on the balance sheet as current liabilities of $ 0 0 Note 13 —Commitments and Contingencies Actual costs incurred may vary from the accrued estimates due to the inherent uncertainties involved including, among others, the nature and magnitude of the wastes involved, the various technologies that can be used for remediation and the determination of acceptable remediation with respect to a particular site. Additionally, costs for environmental-related activities may not be reasonably estimable and therefore would not be included in our current liabilities. Management believes these contingent environmental-related liabilities have been resolved. Long-Lived Assets The Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management at least annually. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. Intangible assets are stated at cost and reviewed annually to examine any impairments, usually assuming an estimated useful life of five ten years 5 10 10 Note 7 – Amortization of Intangible Assets Factoring Agreements We have entered into factoring agreements with various financial institutions to receive cash for our future revenues. These transactions are treated as a debt instrument and are accounted for as a liability because the Company makes weekly payments towards the balance and fees. We utilize factoring arrangements as an integral part of our financing for working capital. Any change in the availability of these factoring arrangements could have a material adverse effect on our financial condition. As of September 30, 2023 and December 31, 2022, the Company owed $ 0 4,893,207 0 1,221,022 Goodwill Goodwill is the excess of the purchase price paid over the fair value of the net assets of the acquired business. Goodwill is tested annually at December 31 for impairment. The annual qualitative or quantitative assessments involve determining an estimate of the fair value of reporting units in order to evaluate whether an impairment of the current carrying amount of goodwill exists. A qualitative assessment evaluates whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the two-step quantitative goodwill impairment test. The first step of a quantitative goodwill impairment test compares the fair value of the reporting unit to its carrying amount including goodwill. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss may be recognized. The amount of impairment loss is determined by comparing the implied fair value of the reporting unit’s goodwill with the carrying amount. If the carrying amount exceeds the implied fair value then an impairment loss is recognized equal to that excess. The Company has adopted the provisions of Accounting Standards Update (“ASU”)_2017-04, “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). ASU 2017-04 requires goodwill impairments to be measured on the basis of the fair value of a reporting unit relative to the reporting unit’s carrying amount rather than on the basis of the implied amount of goodwill relative to the goodwill balance of the reporting unit. Thus, ASU 2017-04 permits an entity to record a goodwill impairment that is entirely or partly due to a decline in the fair value of other assets that, under existing U.S. GAAP, would not be impaired or have a reduced carrying amount. Furthermore, ASU 2017-04 removes “the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test.” Instead, all reporting units, even those with a zero or negative carrying amount will apply the same impairment test. Accordingly, the goodwill of reporting unit or entity with zero or negative carrying values will not be impaired, even when conditions underlying the reporting unit/entity may indicate that goodwill is impaired. We test our goodwill for impairment annually, or, under certain circumstances, more frequently, such as when events or circumstances indicate there may be impairment. We are required to write down the value of goodwill only when our testing determines the recorded amount of goodwill exceeds the fair value. Our annual measurement date for testing goodwill impairment is December 31. We fully impaired our goodwill as of December 31, 2022. None of the goodwill is deductible for income tax purposes. Segment Reporting Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the Chief Financial Officer, or decision-making group, in deciding the method to allocate resources and assess performance. The Company currently has one reportable segment for financial reporting purposes, which represents the Company’s core business. Net Earnings (Loss) Per Common Share The Company computes earnings (loss) per common share under ASC Subtopic 260-10, Earnings Per Share. Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods, as applicable. The computation of basic and diluted income (loss) per share, for the three and nine months ended September 30, 2023 and 2022 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Potentially dilutive securities are as follows: SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES EXCLUDED FROM THE COMPUTATION OF BASIC AND DILUTED NET LOSS PER SHARE September 30, 2023 September 30, 2022 Common shares issuable upon conversion of convertible notes 22,058,824 - Options to purchase common shares 92,166 92,166 Warrants to purchase common shares 19,737,044 9,789,048 Common shares issuable upon conversion of preferred stock - 1,551,989 Total potentially dilutive shares 41,888,034 11,433,153 On February 17, 2022 the Company effectuated a 1-for-300 reverse stock split Recent Accounting Pronouncements In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (ASU 2021-08). which requires that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, as if it had originated the contracts. Prior to ASU 2021-08, an acquirer generally recognizes contract assets acquired and contract liabilities assumed that arose from contracts with customers at fair value on the acquisition date. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. ASU 2021-08 is to be applied prospectively to business combinations occurring on or after the effective date of the amendment (or if adopted early as of an interim period, as of the beginning of the fiscal year that includes the interim period of early application). The adoption of ASU 2021-08 did not have an impact on the Company’s condensed consolidated financial statements and related disclosures. There are other various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-13, Financial Instruments-Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments |
CONCENTRATIONS OF RISK
CONCENTRATIONS OF RISK | 9 Months Ended |
Sep. 30, 2023 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS OF RISK | NOTE 4 – CONCENTRATIONS OF RISK Accounts Receivable The Company has a concentration of credit risk with its accounts receivable balance. Three customers individually accounted for $ 103,182 125,799 61,961 21 26 13 (ASU) 2016-13 Customer Concentrations The Company has a concentration of customers. For the three months ended September 30, 2023, three customers individually accounted for $ 450,603 434,907 4,486,939 6 5 55 15,686,609 1,481,891 59 6 The Company’s sales are concentrated in the Virginia and northeastern North Carolina markets. |
INVENTORIES
INVENTORIES | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 5 – INVENTORIES Inventories as of September 30, 2023 and December 31, 2022 consisted of the following: SCHEDULE OF INVENTORIES September 30, 2023 December 31, 2022 Processed and unprocessed scrap metal $ 146,701 $ 189,646 Finished products - - Inventories $ 146,701 $ 189,646 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 6 – PROPERTY AND EQUIPMENT On July 31, 2023, the Company entered into a bill of sale with an entity wholly-owned by the Company’s Chief Executive Officer, pursuant to which the Company agreed to purchase certain equipment with a cost basis of $ 7,367,500 17,218,350 Note 17 – Related Party Transactions. Property and equipment as of September 30, 2023 and December 31, 2022 is summarized as follows: SCHEDULE OF PROPERTY AND EQUIPMENT September 30, 2023 December 31, 2022 Machinery and Equipment $ 18,320,457 $ 12,995,494 Furniture and Fixtures 6,128 6,128 Land 980,129 980,129 Buildings 724,170 724,170 Vehicles 7,063,234 20,000 Leaseholder Improvements 1,848,869 988,100 Subtotal 28,942,987 15,714,021 Less accumulated depreciation (4,472,382 ) (2,546,486 ) Property and equipment, net $ 24,470,605 $ 13,167,535 Depreciation expense for the three months ended September 30, 2023 and 2022 was $ 822,595 237,788 1,962,927 571,840 176,192 9,850,850 |
AMORTIZATION OF INTANGIBLE ASSE
AMORTIZATION OF INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
AMORTIZATION OF INTANGIBLE ASSETS | NOTE 7 – AMORTIZATION OF INTANGIBLE ASSETS All of the Company’s current identified intangible assets were assumed upon consummation of the Empire acquisition on October 1, 2021. Identified intangible assets consisted of the following at the dates indicated below: SCHEDULE OF INTANGIBLE ASSETS September 30, 2023 Gross carrying amount Accumulated amortization Carrying value Estimated remaining useful life Intellectual Property $ 3,036,000 $ (1,214,400 ) $ 1,821,600 3.00 Customer List 2,239,000 (447,800 ) 1,791,200 8.00 Licenses 21,274,000 (4,254,800 ) 17,019,200 8.00 Total intangible assets, net $ 26,549,000 $ (5,917,000 ) $ 20,632,000 December 31, 2022 Gross carrying amount Accumulated amortization Carrying value Remaining estimated useful life Intellectual Property $ 3,036,000 $ (759,000 ) $ 2,277,000 4 Customer List 2,239,000 (279,875 ) 1,959,125 9 Licenses 21,274,000 (2,659,250 ) 18,614,750 9 Total finite-lived intangibles 26,549,000 (3,698,125 ) 22,850,875 Total intangible assets, net $ 26,549,000 $ (3,698,125 ) $ 22,850,875 Amortization expense for intangible assets was $ 739,625 739,625 2,218,875 2,218,875 Total estimated amortization expense for our intangible assets for the years 2023 through 2027 is as follows: SCHEDULE OF AMORTIZATION EXPENSES FOR INTANGIBLE ASSETS Year ended December 31, 2023 (remaining) 739,625 2024 2,958,500 2025 2,958,500 2026 2,806,700 2027 2,351,300 Thereafter 8,817,375 |
FACTORING ADVANCES AND NON-CONV
FACTORING ADVANCES AND NON-CONVERTIBLE NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2023 | |
Factoring Advances And Non-convertible Notes Payable | |
FACTORING ADVANCES AND NON-CONVERTIBLE NOTES PAYABLE | NOTE 8 – FACTORING ADVANCES AND NON-CONVERTIBLE NOTES PAYABLE Factoring Advances On December 8, 2022, the Company entered into a revenue factoring advance in the principal amount of $ 3,025,000 2,500,000 60,020 0 492,540 695,198 2,149,742 0 2,352,000 0 492,540 On December 8, 2022, the Company entered into a revenue factoring advance in the principal amount of $ 1,815,000 1,470,000 weekly 34,904 0 323,669 408,136 1,302,152 0 1,386,619 0 323,670 On December 29, 2022, the Company entered into a revenue factoring advance in the principal amount of $ 1,474,000 1,067,000 weekly 28,346 207,876 404,812 1,474,000 0 1,069,188 0 404,812 On January 17, 2023, the Company entered into a revenue factoring advance in the principal amount of $ 770,000 550,000 50,000 24,062 0 270,000 192,500 548,625 0 28,875 0 On January 17, 2023, the Company entered into a revenue factoring advance in the principal amount of $ 1,400,000 1,000,000 100,000 43,750 0 500,000 350,000 1,003,870 0 46,130 0 On March 29, 2023, the Company entered into a revenue factoring advance in the principal amount of $ 2,902,500 2,250,000 67,500 2,182,500 54,764 491,129 652,500 2,744,950 157,550 157,550 0 0 On March 29, 2023, the Company entered into a revenue factoring advance in the principal amount of $ 4,386,000 3,400,000 102,000 476,109 2,821,891 weekly 82,755 742,151 986,000 4,080,105 305,895 305,895 0 0 On May 26, 2023, the Company entered into a revenue factoring advance in the principal amount of $ 917,000 700,000 21,000 679,000 weekly 17,635 215,830 238,000 861,000 56,000 56,000 0 0 On May 26, 2023, the Company entered into a revenue factoring advance in the principal amount of $ 393,000 300,000 9,000 291,000 weekly 7,558 92,499 102,000 375,000 18,000 18,000 0 0 On June 7, 2023, the Company entered into a revenue factoring advance in the principal amount of $ 1,400,000 910,000 90,000 910,000 weekly 51,785 436,333 490,000 1,379,910 20,090 20,090 0 0 The remaining advances are for Simple Agreements for Future Tokens, entered into with accredited investors issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) thereof and/or Regulation D thereunder in 2018. As of December 31, 2022, the Company owed $ 85,000 Non-Convertible Notes Payable On September 23, 2021, the Company entered into a Resolution Agreement with Sheppard, Mullin, Richter & Hampton concerning the $ 459,250.88 Note 12 – Commitments and Contingencies Under the terms of the Resolution Agreement, which the Company has classified as a non-convertible note, the Company was required to make a $25,000 initial payment by September 30, 2021 and is required to make $15,000 monthly payments from October 2021 to January 2023 with a final $10,000 payment due in February 2023. 0 3,182 40,000 0 38,284 0 3,182 On April 11, 2022, the Company entered into a vehicle financing agreement with GM Financial for the purchase of a vehicle for use by the Company’s Chief Executive Officer in the principal amount of $ 74,186 65,000 10,000 2,400 1,236 15,848 442 1,326 45,591 60,114 6,565 7,890 On April 21, 2022, the Company entered into a secured promissory note in the principal amount of $ 964,470 750,000 6,665 19,260 10.6 323,597 11,741 35,223 449,411 732,550 144,806 180,030 On September 1, 2022, the Company entered into a Deed of Trust note for the purchase of land and buildings. The note has a principal amount of $ 600,000 6.5 4,476 12,421 27,863 583,532 595,954 3,014 3,184 On September 1, 2022, the Company entered into an additional Deed of Trust note for the purchase of land and buildings. The note has a principal amount of $ 600,000 6.5 4,476 12,421 27,863 583,532 595,954 3,014 3,184 On September 14, 2022, the Company entered into a secured promissory note in the principal amount of $ 2,980,692 2,505,000 82,797 10.6 39,509 166,815 1,240,624 1,264,710 2,386,817 309,574 428,281 On November 28, 2022, the Company entered into a secured promissory note in the principal amount of $ 1,539,630 1,078,502 10,410 20,950 10.6 18,048 60,160 356,220 789,060 1,085,120 394,350 454,510 On November 28, 2022, the Company entered into a secured promissory note in the principal amount of $ 1,560,090 1,092,910 10,630 21,225 10.6 18,285 60,950 362,553 798,011 1,099,614 399,526 460,476 On November 28, 2022, the Company entered into a secured promissory note in the principal amount of $ 1,597,860 1,119,334 10,860 21,740 10.6 18,729 62,430 371,236 817,396 1,126,201 409,229 471,659 On December 15, 2022, the Company entered into a secured promissory note in the principal amount of $ 1,557,435 1,093,380 10,585 21,190 10.6 18,302 57,956 361,826 792,764 1,096,634 402,845 460,801 On January 10, 2023, the Company entered into a secured promissory note in the principal amount of $ 1,245,018 1,021,500 10,365 34,008 10.6 17,417 50,122 398,675 672,948 173,396 On January 12, 2023, the Company entered into a secured promissory note in the principal amount of $ 1,185,810 832,605 8,030 16,135 10.6 16,583 47,352 260,828 619,130 305,853 On February 23, 2023, the Company entered into a secured promissory note in the principal amount of $ 822,040 628,353 6,370 16,595 10.6 11,026 26,094 258,841 395,606 167,593 On February 24, 2023, the Company entered into a secured promissory note in the principal amount of $ 1,186,580 832,605 9,185 23,955 10.6 15,915 34,483 197,975 743,508 245,097 On March 1, 2023, the Company entered into a secured promissory note in the principal amount of $ 635,000 63,500 14,138 8.5 111,697 20,478 0 0 On April 12, 2023, the Company entered into a secured promissory note in the principal amount of $ 317,415 219,676 2,245 4,315 10.6 57,182 3,910 7,341 169,834 90,398 On July 31, 2023, the Company entered into a secured promissory note with an entity controlled by the Company’s Chief Executive Officer in the principal amount of $ 17,218,350 7 0 198,129 17,218,350 The following table details the current and long-term principal due under non-convertible notes as of September 30, 2023. SCHEDULE OF CURRENT AND LONG TERM PRINCIPAL DUE UNDER NONCONVERTIBLE NOTE Principal (Current) Principal (Long Term) GM Financial (Issued April 11, 2022) $ 18,546 $ 33,609 Non-Convertible Note (Issued March 8, 2019) - 5,000 Deed of Trust Note (Issued September 1, 2022) 53,712 529,820 Deed of Trust Note (Issued September 1, 2022) 53,712 529,820 Equipment Finance Note (Issued April 21, 2022) 231,120 363,098 Equipment Finance Note (Issued September 14, 2022) 993,564 580,910 Equipment Finance Note (Issued November 28, 2022) 251,400 932,010 Equipment Finance Note (Issued November 28, 2022) 254,700 942,837 Equipment Finance Note (Issued November 28, 2022) 260,880 965,744 Equipment Finance Note (Issued December 15, 2022) 254,280 941,329 Equipment Finance Note (Issued January 10, 2023) 408,096 438,247 Equipment Finance Note (Issued January 12, 2023) 193,620 731,362 Equipment Finance Note (Issued February 24, 2023) 287,460 701,145 Equipment Finance Note (Issued February 23, 2023) 193,620 369,579 Equipment Finance Note (Issued April 12, 2023) 51,780 208,453 Related-party Equipment Note (Issued July 31, 2023) - 17,218,350 SAFTs - 85,000 Debt Discount (887,343 ) (2,161,888 ) Total Principal of Non-Convertible Notes $ 2,619,147 $ 23,414,425 Total principal payments due on non-convertible notes for 2023 through 2027 and thereafter is as follows: SCHEDULE OF PRINCIPAL PAYMENTS DUE ON NON-CONVERTIBLE NOTES Year ended December 31, 2023 (remaining) $ 876,623 2024 3,506,491 2025 3,528,100 2026 2,168,335 2027 1,820,936 Thereafter 17,362,321 |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 9 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES As of September 30, 2023 and December 31, 2022, the Company owed accounts payable and accrued expenses of $ 5,328,114 5,035,330 SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES September 30, 2023 December 31, 2022 Accounts Payable $ 1,621,800 $ 1,548,847 Credit Cards 36,314 206,669 Accrued Interest 1,977,929 1,708,965 Accrued Expenses 1,692,070 1,570,849 Total Accounts Payable and Accrued Expenses $ 5,328,114 $ 5,035,330 |
ACCRUED PAYROLL AND RELATED EXP
ACCRUED PAYROLL AND RELATED EXPENSES | 9 Months Ended |
Sep. 30, 2023 | |
Accrued Payroll And Related Expenses | |
ACCRUED PAYROLL AND RELATED EXPENSES | NOTE 10 – ACCRUED PAYROLL AND RELATED EXPENSES The Company is delinquent in filing its payroll taxes, primarily related to stock compensation awards in 2016 and 2017, but also including payroll for 2018, 2019, 2020, and 2021. Additionally, there is accrued payroll for the last three days of the year ended December 31, 2022 and ten days of the quarter ended September 30, 2023. As of September 30, 2023 and December 31, 2022, the Company owed payroll tax liabilities, including penalties, of $ 4,290,199 3,946,411 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 11 – CONVERTIBLE NOTES PAYABLE On July 3, 2023, the Company closed a bridge financing in the principal amount of $ 1,031,250 825,000 On July 31, 2023, the Company entered into a Purchase Agreement with certain institutional investors as purchasers whereby, the Company sold, and the investors purchased, approximately $ 15,000,000 13,188,750 1,031,250 500,000 16.67% 18% July 31, 2025 18,000,000 1,000,000 0.001 1.50 125 In occurrence of an event of default, until such event of default has been cured, the Holder may, at the Holder’s option, convert all, or any part of, the Conversion Amount (into shares of Common Stock at a conversion rate equal to the quotient of (x) the Redemption Premium of the Conversion Amount, divided by (y) the greater of (A) 90% of the lowest VWAP of the Common Stock for the three (3) Trading Days immediately preceding the delivery or deemed delivery of the applicable Conversion Notice, and (B) the lesser of (1) 80% of the VWAP of the Common Stock as of the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice, and (2) 80% of the price computed as the quotient of (x) the sum of the VWAPs of the Common Stock for each of the three (3) Trading Days with the lowest VWAP of the Common Stock during the fifteen (15) consecutive Trading Day period ending and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice, divided by (y) three (3) and (II) the floor price of $0.196 10% 125 4,420,460 0.01 866,441 1.50 3,279,570 753,567 3,850,000 The Company estimated the fair value of the warrants using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0 148.60 149.08 4.18 5.01 On August 21, 2023, as a result of the Company’s registered direct offering, the conversion price of the Senior Notes was reduced from $ 1.50 to $ 1.02 per share. The Company credited additional paid in capital $ 5,022,200 for a deemed dividend for the triggering of certain price protection provisions in its senior secured debt. During the nine months ended September 30, 2023, the Company credited additional paid in capital $ 5,022,200 0 148.60 4.70 2.95 As of September 30, 2023, the Senior Notes has a principal balance of $ 10,881,857 7,118,143 As of September 30, 2023, the current and non-current portions of the note are $ 4,836,381 6,045,476 3,163,619 3,954,524 |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2023 | |
Leases | |
LEASES | NOTE 12 – LEASES Property Leases (Operating Leases) The Company leases its facilities and certain automobiles under operating leases which expire on various dates through 2025. The Company determines if an arrangement is a lease at inception and whether it is a finance or operating leases. Right of Use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. When readily determinable, the Company uses the implicit rate in determining the present value of lease payments. The ROU asset also includes any fixed lease payments, including in-substance fixed lease payments and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Lease term is determined at lease commencement and includes any non-cancellable period for which the Company has the right to use the underlying asset, together with any options to extend that the Company is reasonably certain to exercise. Upon effectiveness of the acquisition of Empire on October 1, 2021, the Company assumed $ 3,492,531 in ROU assets and $ 3,650,358 in lease liabilities for the leasing of scrap metal yards from an entity controlled by the Company’s Chief Executive Officer. Under the terms of the leases, Empire was required to pay an aggregate of $ 145,821 per month from January to March 2022. On April 1, 2022, the Company entered into amendments to the leases for its Kelford and Carrolton yards, increasing the monthly rent payments by an aggregate of $ 50,000 per month for use of an automotive shredder and downstream processing system, respectively, being installed on those properties. The Company is required to pay $199,821 per month in rent for these facilities from April to December 2022 and increasing by 3% on January 1 st . On September 1, 2022, the Company terminated the lease for its Portsmouth yard on account of the Company purchasing the land underlying the lease, reducing the lease payment by $ 11,200 per month. The leases expire on January 1, 2024 and the Company has two options to extend the leases by 5 years per option. In the event the Company does not exercise the options, the leases will continue on a month-to-month basis. The Company cannot sublease any of the properties under the lease agreements. The Company is leasing the properties on a month-to-month basis and is expected to purchase the land underlying the scrap yards in December 2023. Upon effectiveness of the acquisition of Empire on October 1, 2021, the Company assumed $ 30,699 in ROU assets and $ 31,061 in lease liabilities for an office lease. Under the terms of the lease, Empire is required to pay $1,150 per month and increasing by 3% on April 1 st The lease expires on March 31, 2024 and Empire was required to make a security deposit of $ 1,150 . The Company does not have an option to extend the lease. The Company cannot sublease the office under the lease agreements. On October 11, 2021, Empire entered into leasing agreements with a company owned by the Chief Executive Officer of Empire for the leasing of the Company’s Virginia Beach metal recycling location. Under the terms of the leases, Empire is required to pay $9,677 for the prorated first month and $15,000 per month for the facilities beginning November 1, 2021 and increasing by 3% on January 1 st The leases expire on January 1, 2024 and the Company has two options to extend the leases by 5 years per option. In the event the Company does not exercise the options, the leases will continue on a month-to-month basis. The Company cannot sublease any of the properties under the lease agreements. The Company is leasing the property on a month-to-month basis and is expected to purchase the land underlying the scrap yard in December 2023. On January 24, 2022, the Company entered into leasing agreements for 3,521 3,668 3,668 Effective February 1, 2022, the Company entered into an office space/land lease agreement with an entity owned by the Chief Executive Officer of Greenwave for the leasing of the Company’s Fairmont metal scrap yard located at 406 Sandy Street, Fairmont, NC 28340. Under the terms of the lease, the Company is required to pay $ 8,000 January 1, 2024 5 5 Effective October 13, 2022, the Company entered into an office space/land lease agreement for the leasing of 900 Broad Street, Suite C, Portsmouth, VA 23707. Under the terms of the lease, the Company is required to pay $ 4,300 5 5 Effective January 1, 2023, the Company entered into an office space/land lease agreement with an entity owned by the Chief Executive Officer of Greenwave for the leasing of the Company’s Chesapeake facility located at 101 Freeman Ave, Chesapeake, VA 23324. Under the terms of the lease, the Company is required to pay $ 9,000 5 5 Automobile Leases (Operating Leases) Upon effectiveness of the acquisition of Empire on October 1, 2021, the Company assumed $ 26,804 18,661 750 February 18, 2025 Upon effectiveness of the acquisition of Empire on October 1, 2021, the Company assumed $ 34,261 27,757 650 On December 23, 2021, Empire entered into a lease agreement for the leasing of an automobile. Under the terms of the lease, Empire was required to pay $ 18,000 On July 1, 2022, Empire entered into a lease agreement for the leasing of certain equipment. Under the terms of the lease, Empire was required to pay $2,930 per month thereafter for a period of 24 months. July 31, 2024 the Company does not have an option to renew or extend. The Company is responsible to any damage to the equipment under the terms of the lease. The Company is leasing the properties underlying its metal recycling facilities on a month-to-month basis and is expected to purchase the land in December 2023. Upon termination of the leases the right of use assets and lease liabilities were derecognized and a gain on termination of $ 108,863 ROU assets and liabilities consist of the following: SCHEDULE OF ASSETS AND LIABILITIES September 30, 2023 December 31, 2022 ROU assets – related party $ 128,190 $ 2,419,338 ROU assets 226,980 590,608 Total ROU assets 355,170 3,009,946 Current portion of lease liabilities – related party $ 110,430 $ 2,742,140 Current portion of lease liabilities 101,842 232,236 Long term lease liabilities – related party, net of current portion 64,890 - Long term lease liabilities, net of current portion 66,294 116,262 Total lease liabilities $ 343,456 $ 3,090,638 Aggregate minimum future commitments under non-cancellable operating leases and other obligations at September 30, 2023 were as follows: SCHEDULE OF NON CANCELABLE OPERATING LEASES AND OTHER OBLIGATIONS Year ended December 31, 2023 (remaining) $ 55,734 2024 200,971 2025 67,545 2026 50,476 2027 14,430 Total Minimum Lease Payments $ 389,156 Less: Imputed Interest $ (44,980 ) Present Value of Lease Payments $ 343,456 Less: Current Portion $ (212,272 ) Long Term Portion $ 131,184 The Company leases its facilities, automobiles, and offices under operating leases which expire on various dates through 2027. Rent expense related to these leases is recognized based on the payment amount charged under the lease. Rent expense for the three months ended September 30, 2023 and 2022 was $ 485,540 696,643 1,975,700 1,894,485 3 10% |
COMMITMENTS AND CONTINGENCES
COMMITMENTS AND CONTINGENCES | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCES | NOTE 13 – COMMITMENTS AND CONTINGENCES From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Except as set forth below, we are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results. Sheppard Mullin’s Demand for Arbitration On December 1, 2020, Sheppard, Mullin, Richter & Hampton LLP (“Sheppard Mullin”), the Company’s former securities counsel, filed a demand for arbitration at JAMS in New York, New York against the Company, alleging the Company’s breach of an engagement agreement dated January 4, 2018, and a failure of the Company to pay $ 487,390.73 459,251 On September 23, 2021, the Company entered into a Resolution Agreement with Sheppard, Mullin, Richter & Hampton concerning the $ 459,250.88 Under the terms of the Resolution Agreement, the Company was required to make a $25,000 initial payment by September 30, 2021 and is required to make $15,000 monthly payments from October 2021 to January 2023 with a final $10,000 payment due in February 2023. The Company has made the October 2021 through February 2023 monthly payments. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 14 – STOCKHOLDERS’ EQUITY Preferred Stock The Company is authorized to issue 10,000,000 0.001 Series Z On September 30, 2021, the Company authorized the issuance of 500 0.001 20,000 500 19.98% 7,237,572 On January 23, 2023, 72 288,494 On July 28, 2023, the Company issued 1,013,500 250 On August 1, 2023, the Company filed a Certificate of Elimination to retire the class of Series Z preferred stock. As of September 30, 2023 and December 31, 2022, there were 0 322 Common Stock The Company is authorized to issue 1,200,000,000 0.001 During the nine months ended September 30, 2023, the Company issued 1,301,994 322 During the nine months ended September 30, 2023, the Company issued 275,929 254,448 During the nine months ended September 30, 2023, the Company issued 679,398 8,240 During the nine months ended September 30, 2023, the Company issued 149,486 151,867 During the nine months ended September 30, 2023, the Company issued 2,511,166 2,841,181 348,000 As of September 30, 2023 and December 31, 2022, there were 15,880,742 10,962,319 Additional Paid in Capital During the nine months ended September 30, 2023, the Company credited additional paid in capital $ 3,279,570 0 148.60 149.08 4.18 5.01 During the nine months ended September 30, 2023, the Company credited additional paid in capital $ 753,567 0 148.60 149.08 4.18 5.01 During the nine months ended September 30, 2023, the Company credited additional paid in capital $ 5,022,200 0 148.60 4.70 2.95 During the nine months ended September 30, 2023, the Company credited additional paid in capital $ 1,638,952 0 148.60 149.08 4.18 4.70 1.15 3.34 5.01 |
WARRANTS
WARRANTS | 9 Months Ended |
Sep. 30, 2023 | |
Warrants | |
WARRANTS | NOTE 15 – WARRANTS On July 31, 2023, the Company entered into a letter agreement with the holders of common stock purchase warrants to purchase an aggregate of 9,756,876 7.52 5.50 1.50 1,307,574 On July 31, 2023, the Company realized a debt discount of $ 3,279,570 During the nine months ended September 30, 2023, the Company credited additional paid in capital $ 753,567 On August 21, 2023, upon the closing of a registered direct offering, the exercise price of the 2021 and 2022 Warrants and warrants issued as commission for the Company’s July 2023 senior secured debt offering was reduced to $ 1.02 331,018 A summary of the warrant activity for the nine months ended September 30, 2023 is as follows: SCHEDULE OF WARRANT ACTIVITY Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2022 9,757,710 $ 5.61 5.14 $ 635 Granted 10,811,433 $ 1.02 Exercised (831,265 ) $ 0.01 Cancelled/Exchanged (834 ) $ 0.12 Outstanding at September 30, 2023 19,737,044 $ 1.01 4.27 $ 2,404,759 Exercisable at September 30, 2023 19,737,044 $ 1.01 4.27 $ 2,404,759 SCHEDULE OF WARRANT EXERCISABLE Exercise Price Warrants Outstanding Weighted Avg. Remaining Life Warrants Exercisable $ 0.01 3,589,192 4.84 3,589,192 1.02 15,645,619 4.12 15,645,619 1.28 502,233 4.90 502,233 19,737,044 4.27 19,737,044 The aggregate intrinsic value of outstanding stock warrants was $ 2,404,759 0.68 |
STOCK OPTIONS
STOCK OPTIONS | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK OPTIONS | NOTE 16 – STOCK OPTIONS Our stockholders approved our 2014 Equity Incentive Plan in June 2014 (the “2014 Plan”), our 2015 Equity Incentive Plan in December 2015 (the “2015 Plan”), our 2016 Equity Incentive Plan in October 2016 (“2016 Plan”), our 2017 Equity Incentive Plan in December 2016 (“2017 Plan”), our 2018 Equity Incentive Plan in June 2018 (the “2018 Plan”), our 2021 Equity Incentive Plan in September 2021 (“2021 Plan”), our 2022 Equity Incentive Plan in November 2022, and our 2023 Equity Incentive Plan in October 2023 (“2023 Plan”, and together with the 2014 Plan, 2015 Plan, 2016 Plan, 2017 Plan, 2018 Plan, 2021 Plan, and 2022 Plan, the “Plans”). The Plans are identical, except for the number of shares reserved for issuance under each. As of September 30, 2023, the Company had granted an aggregate of 490,296 securities under the Plans since inception, with 891,361 shares available for future issuances. The Plans provide for the grant of incentive stock options to our employees and our subsidiaries’ employees, and for the grant of stock options, stock bonus awards, restricted stock awards, performance stock awards and other forms of stock compensation to our employees, including officers, consultants and directors. The Prior Plans also provide that the grant of performance stock awards may be paid out in cash as determined by the committee administering the Prior Plans. Option valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option pricing model with a volatility figure derived from historical data. The Company accounts for the expected life of options based on the contractual life of the options. There were no options issued during the nine months ended September 30, 2023. A summary of the stock option activity for the nine months ended September 30, 2023 as follows: SCHEDULE OF STOCK OPTION ACTIVITY Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2022 92,166 $ 148.11 4.49 $ - Granted - Exercised - Forfeiture/Cancelled - Outstanding at September 30, 2023 92,166 $ 148.11 3.74 $ - Exercisable at September 30, 2023 92,166 $ 148.11 3.74 $ - SCHEDULE OF STOCK OUTSTANDING AND EXERCISABLE Exercise Price Number of Options Remaining Number of $ 23.00 75.00 44,368 4.51 44,368 75.01 150.00 6,476 3.51 6,476 150.01 225.00 6,079 2.87 6,079 225.01 300.00 33,133 2.95 33,133 300.01 321.00 2,110 2.85 2,110 92,166 92,166 The aggregate intrinsic value of outstanding stock options was $ 0 0.68 The fair value of all options that vested during the three months ended September 30, 2023 and 2022 was $ 0 0 0 0 0 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 17 – RELATED PARTY TRANSACTIONS On January 1, 2023, the Company entered into a lease agreement for the Company’s Chesapeake location with an entity controlled by the Company’s Chief Executive Officer. Under the terms of the lease agreement, the Company pays $ 9,000 per month in rent, increasing 3 % on January 1 st From January 1 to July 31, 2023, the Company leased 13 scrap yard facilities and equipment from an entity controlled by the Company’s Chief Executive Officer, including the lease for the Chesapeake location described above. During the three and nine months ended September 30, 2023, the Company had a rent expense of $ 337,617 1,476,002 105,000 189,615 1,264,433 317,781 See Note 12 – Leases. On July 28, 2023, the Company issued 1,013,500 250 On July 31, 2023, the Company entered into a Bill of Sale (the “Bill of Sale”) with DWM Properties LLC (“DWM”), an entity wholly-owned by Danny Meeks, the Company’s Chief Executive Officer, pursuant to which the Company agreed to purchase certain assets held by DWM in exchange for the issuance of a secured promissory note to DWM (the “DWM Note”) in an aggregate principal amount equal to $ 17,218,350 7,367,500 17,218,350 7 th Since August 1, 2023, the Company has been renting the land underlying 13 scrap yards from an entity controlled by the Company’s Chief Executive Officer, including the lease for the Chesapeake location described above, for an aggregate rent of $ 54,970 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 18 – SUBSEQUENT EVENTS The Company evaluates events that have occurred after the balance sheet date but before the unaudited condensed consolidated financial statements are issued. From October 1 to November 8, 2023, the Company issued 211,553 215,214 From October 1 to November 8, 2023, the Company issued 464,788 4,648 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of Greenwave Technology Solutions, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
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, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include estimates used in the, payroll tax liabilities with interest and penalties, assumptions used in right-of-use and lease liability calculations, impairments of intangible assets acquired in business combination, estimated useful life of long-lived assets and finite life tangible assets, fair value of warrants, and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 825-10, “Financial Instruments” (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The estimated fair value of certain financial instruments, including cash, accounts payable and accrued liabilities are carried at historical cost basis, which approximates their fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the condensed consolidated financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. The Company follows ASC 825-10, which permits entities to choose to measure many financial instruments and certain other items at fair value. |
Cash | Cash For purposes of the condensed consolidated statements of cash flows, the Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents. As of September 30, 2023 and December 31, 2022, the Company had no cash equivalents. The Company maintains its cash in banks insured by the Federal Deposit Insurance Corporation in accounts that at times may be in excess of the federally insured limit of $ 250,000 1,130,252 434,399 |
Accounts Receivable | Accounts Receivable Accounts receivable represent amounts primarily due from customers on product and other sales. These accounts receivable, which are reduced by an allowance for credit losses, are recorded at the invoiced amount and do not bear interest. The Company delivers shipments of scrap metal to customers and typically receives payment within 45 days of delivery. The Company evaluates the collectability of its accounts receivable based on a combination of factors, including the aging of customer receivable balances, the financial condition of the Company’s customers, historical collection rates, and economic trends. Management uses this evaluation to estimate the amount of customer receivables that may not be collected in the future and records a provision for expected credit losses. Accounts are written off when all efforts to collect have been exhausted. As of September 30, 2023 and December 31, 2022, the accounts receivable balances amounted to $ 493,128 215,256 |
Property and Equipment, net | Property and Equipment, net We state property and equipment at cost or, if acquired through a business combination, fair value at the date of acquisition. We calculate depreciation and amortization using the straight-line method over the estimated useful lives of the assets, except for our leasehold improvements, which are depreciated over the shorter of their estimated useful lives or their related lease term. Upon the sale or retirement of assets, the cost and related accumulated depreciation are removed from our accounts and the resulting gain or loss is credited or charged to income. We expense costs for repairs and maintenance when incurred. Our property and equipment is pledged as collateral for certain factoring advances and promissory notes, see Note 8 – Factoring Advances and Non-Convertible Notes |
Cost of Revenue | Cost of Revenue The Company’s cost of revenue consists primarily of the costs of purchasing metal from its suppliers. For the Company’s hauling business line, cost of revenue mainly consists of fuel and payroll for drivers. |
Related Party Transactions | Related Party Transactions Parties are considered related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. See Note 17 – Related Party Transactions |
Leases | Leases The Company accounts for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the condensed consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset result in straight-line rent expense over the lease term. Variable lease expenses, if any, are recorded when incurred. In calculating the right of use asset and lease liability, the Company elected to combine lease and non-lease components. The Company excluded short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election and recognizes rent expense on a straight-line basis over the lease term. See Note 11 – Leases |
Commitments and Contingencies | Commitments and Contingencies From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Except as set forth below, we are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results. See Note 13 – Commitments and Contingencies |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when services are realized or realizable and earned, less estimated future doubtful accounts. The Company’s revenues are accounted for under ASC Topic 606, “Revenue From Contracts With Customers” (“ASC 606”) and generally do not require significant estimates or judgments based on the nature of the Company’s revenue streams. The sales prices are generally fixed at the point of sale and all consideration from contracts is included in the transaction price. The Company’s contracts do not include multiple performance obligations or material variable consideration. In accordance with ASC 606, the Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company recognizes revenue in accordance with that core principle by applying the following: (i) Identify the contract(s) with a customer; (ii) Identify the performance obligation in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; and (v) Recognize revenue when (or as) the Company satisfies a performance obligation. The Company primarily generates revenue by purchasing scrap metal from businesses and retail suppliers, processing it, and selling the ferrous and non-ferrous metals to clients. The Company realizes revenue upon the fulfillment of its performance obligations to customers. As of September 30, 2023 and December 31, 2022, the Company had a contract liability of $ 25,000 25,000 |
Inventories | Inventories Although we ship the ferrous and non-ferrous metals we purchase from suppliers multiple times per day, we do maintain inventories. We calculate the value of the inventories we do carry, which consist of processed and unprocessed scrap metal (ferrous and nonferrous), used and salvaged vehicles, and supplies, based on the net realizable value or the cost of the inventories, whichever is less. We calculate the value of the inventory based on the first-in-first-out (FIFO) methodology. We calculate the value of finished products based on their net realizable value as their cost basis is not readily available. The value of our inventories was $ 146,701 189,646 |
Advertising | Advertising The Company charges the costs of advertising to expense as incurred. Advertising costs were $ 395,000 9,662 410,851 69,963 |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense is measured at the grant date fair value of the award and is expensed over the requisite service period. For stock-based awards to employees, non-employees and directors, the Company calculates the fair value of the award on the date of grant using the Black-Scholes option pricing model. Determining the fair value of stock-based awards at the grant date under this model requires judgment, including estimating volatility, employee stock option exercise behaviors and forfeiture rates. The assumptions used in calculating the fair value of stock-based awards represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. |
Income Taxes | Income Taxes The Company follows ASC Subtopic 740-10, “Income Taxes” (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. |
Convertible Instruments | Convertible Instruments U.S. GAAP requires companies to bifurcate conversion options from their host instruments and account for them as freestanding derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under ASC 480, “Distinguishing Liabilities From Equity.” The Company records, when necessary, deemed dividends for: (i) warrant price protection, based on the difference between the fair value of the warrants immediately before and after the repricing (inclusive of any full ratchet provisions); (ii) the exchange of preferred shares for convertible notes, based on the amount of the face value of the convertible notes in excess of the carrying value of the preferred shares; (iii) the settlement of warrant provisions, based on the fair value of the common shares issued; and (iv) amortization of discount on preferred stock resulting from recognition of a beneficial conversion feature. |
Issuance of Debt Instruments With Detachable Stock Purchase Warrants | Issuance of Debt Instruments With Detachable Stock Purchase Warrants Proceeds from the issuance of a debt instrument with stock purchase warrants (detachable call options) are allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. The portion of the proceeds allocated to the warrants are recorded as additional paid-in capital. The remainder of the proceeds are allocated to the debt instrument portion of the transaction. Such issuances generally result in a discount (or, occasionally, a reduced premium) relative to the debt instrument, which is amortized to interest expense using the effective interest rate method. |
Derivative Financial Instruments | Derivative Financial Instruments The Company classifies as equity any contracts that: (i) require physical settlement or net-share settlement; or (ii) provide the Company with a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement) providing that such contracts are indexed to the Company’s own stock. The Company classifies as assets or liabilities any contracts that: (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control); or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification of its common stock purchase warrants and other freestanding derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required. |
Environmental Remediation Liability | Environmental Remediation Liability The operations of the Company, like those of other companies in its industry, are subject to various domestic and foreign environmental laws and regulations. These laws and regulations not only govern current operations and products, but also impose potential liability on the Company for past operations. Management expects environmental laws and regulations to impose increasingly stringent requirements upon the Company and the industry in the future. Management believes that the Company conducts its operations in compliance with applicable environmental laws and regulations and has implemented various programs designed to protect the environment and promote continued compliance. The Company continuously assesses its potential liability for remediation-related activities and adjusts its environmental-related accruals as information becomes available upon which more accurate costs can be reasonably estimated and as additional accounting guidelines are issued. As of September 30, 2023 and December 31, 2022, the Company had accruals reported on the balance sheet as current liabilities of $ 0 0 Note 13 —Commitments and Contingencies Actual costs incurred may vary from the accrued estimates due to the inherent uncertainties involved including, among others, the nature and magnitude of the wastes involved, the various technologies that can be used for remediation and the determination of acceptable remediation with respect to a particular site. Additionally, costs for environmental-related activities may not be reasonably estimable and therefore would not be included in our current liabilities. Management believes these contingent environmental-related liabilities have been resolved. |
Long-Lived Assets | Long-Lived Assets The Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management at least annually. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. Intangible assets are stated at cost and reviewed annually to examine any impairments, usually assuming an estimated useful life of five ten years 5 10 10 Note 7 – Amortization of Intangible Assets |
Factoring Agreements | Factoring Agreements We have entered into factoring agreements with various financial institutions to receive cash for our future revenues. These transactions are treated as a debt instrument and are accounted for as a liability because the Company makes weekly payments towards the balance and fees. We utilize factoring arrangements as an integral part of our financing for working capital. Any change in the availability of these factoring arrangements could have a material adverse effect on our financial condition. As of September 30, 2023 and December 31, 2022, the Company owed $ 0 4,893,207 0 1,221,022 |
Goodwill | Goodwill Goodwill is the excess of the purchase price paid over the fair value of the net assets of the acquired business. Goodwill is tested annually at December 31 for impairment. The annual qualitative or quantitative assessments involve determining an estimate of the fair value of reporting units in order to evaluate whether an impairment of the current carrying amount of goodwill exists. A qualitative assessment evaluates whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the two-step quantitative goodwill impairment test. The first step of a quantitative goodwill impairment test compares the fair value of the reporting unit to its carrying amount including goodwill. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss may be recognized. The amount of impairment loss is determined by comparing the implied fair value of the reporting unit’s goodwill with the carrying amount. If the carrying amount exceeds the implied fair value then an impairment loss is recognized equal to that excess. The Company has adopted the provisions of Accounting Standards Update (“ASU”)_2017-04, “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). ASU 2017-04 requires goodwill impairments to be measured on the basis of the fair value of a reporting unit relative to the reporting unit’s carrying amount rather than on the basis of the implied amount of goodwill relative to the goodwill balance of the reporting unit. Thus, ASU 2017-04 permits an entity to record a goodwill impairment that is entirely or partly due to a decline in the fair value of other assets that, under existing U.S. GAAP, would not be impaired or have a reduced carrying amount. Furthermore, ASU 2017-04 removes “the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test.” Instead, all reporting units, even those with a zero or negative carrying amount will apply the same impairment test. Accordingly, the goodwill of reporting unit or entity with zero or negative carrying values will not be impaired, even when conditions underlying the reporting unit/entity may indicate that goodwill is impaired. We test our goodwill for impairment annually, or, under certain circumstances, more frequently, such as when events or circumstances indicate there may be impairment. We are required to write down the value of goodwill only when our testing determines the recorded amount of goodwill exceeds the fair value. Our annual measurement date for testing goodwill impairment is December 31. We fully impaired our goodwill as of December 31, 2022. None of the goodwill is deductible for income tax purposes. |
Segment Reporting | Segment Reporting Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the Chief Financial Officer, or decision-making group, in deciding the method to allocate resources and assess performance. The Company currently has one reportable segment for financial reporting purposes, which represents the Company’s core business. |
Net Earnings (Loss) Per Common Share | Net Earnings (Loss) Per Common Share The Company computes earnings (loss) per common share under ASC Subtopic 260-10, Earnings Per Share. Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods, as applicable. The computation of basic and diluted income (loss) per share, for the three and nine months ended September 30, 2023 and 2022 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Potentially dilutive securities are as follows: SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES EXCLUDED FROM THE COMPUTATION OF BASIC AND DILUTED NET LOSS PER SHARE September 30, 2023 September 30, 2022 Common shares issuable upon conversion of convertible notes 22,058,824 - Options to purchase common shares 92,166 92,166 Warrants to purchase common shares 19,737,044 9,789,048 Common shares issuable upon conversion of preferred stock - 1,551,989 Total potentially dilutive shares 41,888,034 11,433,153 On February 17, 2022 the Company effectuated a 1-for-300 reverse stock split |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (ASU 2021-08). which requires that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, as if it had originated the contracts. Prior to ASU 2021-08, an acquirer generally recognizes contract assets acquired and contract liabilities assumed that arose from contracts with customers at fair value on the acquisition date. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. ASU 2021-08 is to be applied prospectively to business combinations occurring on or after the effective date of the amendment (or if adopted early as of an interim period, as of the beginning of the fiscal year that includes the interim period of early application). The adoption of ASU 2021-08 did not have an impact on the Company’s condensed consolidated financial statements and related disclosures. There are other various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-13, Financial Instruments-Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES EXCLUDED FROM THE COMPUTATION OF BASIC AND DILUTED NET LOSS PER SHARE | Potentially dilutive securities are as follows: SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES EXCLUDED FROM THE COMPUTATION OF BASIC AND DILUTED NET LOSS PER SHARE September 30, 2023 September 30, 2022 Common shares issuable upon conversion of convertible notes 22,058,824 - Options to purchase common shares 92,166 92,166 Warrants to purchase common shares 19,737,044 9,789,048 Common shares issuable upon conversion of preferred stock - 1,551,989 Total potentially dilutive shares 41,888,034 11,433,153 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORIES | Inventories as of September 30, 2023 and December 31, 2022 consisted of the following: SCHEDULE OF INVENTORIES September 30, 2023 December 31, 2022 Processed and unprocessed scrap metal $ 146,701 $ 189,646 Finished products - - Inventories $ 146,701 $ 189,646 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment as of September 30, 2023 and December 31, 2022 is summarized as follows: SCHEDULE OF PROPERTY AND EQUIPMENT September 30, 2023 December 31, 2022 Machinery and Equipment $ 18,320,457 $ 12,995,494 Furniture and Fixtures 6,128 6,128 Land 980,129 980,129 Buildings 724,170 724,170 Vehicles 7,063,234 20,000 Leaseholder Improvements 1,848,869 988,100 Subtotal 28,942,987 15,714,021 Less accumulated depreciation (4,472,382 ) (2,546,486 ) Property and equipment, net $ 24,470,605 $ 13,167,535 |
AMORTIZATION OF INTANGIBLE AS_2
AMORTIZATION OF INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSETS | All of the Company’s current identified intangible assets were assumed upon consummation of the Empire acquisition on October 1, 2021. Identified intangible assets consisted of the following at the dates indicated below: SCHEDULE OF INTANGIBLE ASSETS September 30, 2023 Gross carrying amount Accumulated amortization Carrying value Estimated remaining useful life Intellectual Property $ 3,036,000 $ (1,214,400 ) $ 1,821,600 3.00 Customer List 2,239,000 (447,800 ) 1,791,200 8.00 Licenses 21,274,000 (4,254,800 ) 17,019,200 8.00 Total intangible assets, net $ 26,549,000 $ (5,917,000 ) $ 20,632,000 December 31, 2022 Gross carrying amount Accumulated amortization Carrying value Remaining estimated useful life Intellectual Property $ 3,036,000 $ (759,000 ) $ 2,277,000 4 Customer List 2,239,000 (279,875 ) 1,959,125 9 Licenses 21,274,000 (2,659,250 ) 18,614,750 9 Total finite-lived intangibles 26,549,000 (3,698,125 ) 22,850,875 Total intangible assets, net $ 26,549,000 $ (3,698,125 ) $ 22,850,875 |
SCHEDULE OF AMORTIZATION EXPENSES FOR INTANGIBLE ASSETS | Total estimated amortization expense for our intangible assets for the years 2023 through 2027 is as follows: SCHEDULE OF AMORTIZATION EXPENSES FOR INTANGIBLE ASSETS Year ended December 31, 2023 (remaining) 739,625 2024 2,958,500 2025 2,958,500 2026 2,806,700 2027 2,351,300 Thereafter 8,817,375 |
FACTORING ADVANCES AND NON-CO_2
FACTORING ADVANCES AND NON-CONVERTIBLE NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Factoring Advances And Non-convertible Notes Payable | |
SCHEDULE OF CURRENT AND LONG TERM PRINCIPAL DUE UNDER NONCONVERTIBLE NOTE | The following table details the current and long-term principal due under non-convertible notes as of September 30, 2023. SCHEDULE OF CURRENT AND LONG TERM PRINCIPAL DUE UNDER NONCONVERTIBLE NOTE Principal (Current) Principal (Long Term) GM Financial (Issued April 11, 2022) $ 18,546 $ 33,609 Non-Convertible Note (Issued March 8, 2019) - 5,000 Deed of Trust Note (Issued September 1, 2022) 53,712 529,820 Deed of Trust Note (Issued September 1, 2022) 53,712 529,820 Equipment Finance Note (Issued April 21, 2022) 231,120 363,098 Equipment Finance Note (Issued September 14, 2022) 993,564 580,910 Equipment Finance Note (Issued November 28, 2022) 251,400 932,010 Equipment Finance Note (Issued November 28, 2022) 254,700 942,837 Equipment Finance Note (Issued November 28, 2022) 260,880 965,744 Equipment Finance Note (Issued December 15, 2022) 254,280 941,329 Equipment Finance Note (Issued January 10, 2023) 408,096 438,247 Equipment Finance Note (Issued January 12, 2023) 193,620 731,362 Equipment Finance Note (Issued February 24, 2023) 287,460 701,145 Equipment Finance Note (Issued February 23, 2023) 193,620 369,579 Equipment Finance Note (Issued April 12, 2023) 51,780 208,453 Related-party Equipment Note (Issued July 31, 2023) - 17,218,350 SAFTs - 85,000 Debt Discount (887,343 ) (2,161,888 ) Total Principal of Non-Convertible Notes $ 2,619,147 $ 23,414,425 |
SCHEDULE OF PRINCIPAL PAYMENTS DUE ON NON-CONVERTIBLE NOTES | Total principal payments due on non-convertible notes for 2023 through 2027 and thereafter is as follows: SCHEDULE OF PRINCIPAL PAYMENTS DUE ON NON-CONVERTIBLE NOTES Year ended December 31, 2023 (remaining) $ 876,623 2024 3,506,491 2025 3,528,100 2026 2,168,335 2027 1,820,936 Thereafter 17,362,321 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES | SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES September 30, 2023 December 31, 2022 Accounts Payable $ 1,621,800 $ 1,548,847 Credit Cards 36,314 206,669 Accrued Interest 1,977,929 1,708,965 Accrued Expenses 1,692,070 1,570,849 Total Accounts Payable and Accrued Expenses $ 5,328,114 $ 5,035,330 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases | |
SCHEDULE OF ASSETS AND LIABILITIES | ROU assets and liabilities consist of the following: SCHEDULE OF ASSETS AND LIABILITIES September 30, 2023 December 31, 2022 ROU assets – related party $ 128,190 $ 2,419,338 ROU assets 226,980 590,608 Total ROU assets 355,170 3,009,946 Current portion of lease liabilities – related party $ 110,430 $ 2,742,140 Current portion of lease liabilities 101,842 232,236 Long term lease liabilities – related party, net of current portion 64,890 - Long term lease liabilities, net of current portion 66,294 116,262 Total lease liabilities $ 343,456 $ 3,090,638 |
SCHEDULE OF NON CANCELABLE OPERATING LEASES AND OTHER OBLIGATIONS | Aggregate minimum future commitments under non-cancellable operating leases and other obligations at September 30, 2023 were as follows: SCHEDULE OF NON CANCELABLE OPERATING LEASES AND OTHER OBLIGATIONS Year ended December 31, 2023 (remaining) $ 55,734 2024 200,971 2025 67,545 2026 50,476 2027 14,430 Total Minimum Lease Payments $ 389,156 Less: Imputed Interest $ (44,980 ) Present Value of Lease Payments $ 343,456 Less: Current Portion $ (212,272 ) Long Term Portion $ 131,184 |
WARRANTS (Tables)
WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Warrants | |
SCHEDULE OF WARRANT ACTIVITY | A summary of the warrant activity for the nine months ended September 30, 2023 is as follows: SCHEDULE OF WARRANT ACTIVITY Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2022 9,757,710 $ 5.61 5.14 $ 635 Granted 10,811,433 $ 1.02 Exercised (831,265 ) $ 0.01 Cancelled/Exchanged (834 ) $ 0.12 Outstanding at September 30, 2023 19,737,044 $ 1.01 4.27 $ 2,404,759 Exercisable at September 30, 2023 19,737,044 $ 1.01 4.27 $ 2,404,759 |
SCHEDULE OF WARRANT EXERCISABLE | SCHEDULE OF WARRANT EXERCISABLE Exercise Price Warrants Outstanding Weighted Avg. Remaining Life Warrants Exercisable $ 0.01 3,589,192 4.84 3,589,192 1.02 15,645,619 4.12 15,645,619 1.28 502,233 4.90 502,233 19,737,044 4.27 19,737,044 |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF STOCK OPTION ACTIVITY | A summary of the stock option activity for the nine months ended September 30, 2023 as follows: SCHEDULE OF STOCK OPTION ACTIVITY Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2022 92,166 $ 148.11 4.49 $ - Granted - Exercised - Forfeiture/Cancelled - Outstanding at September 30, 2023 92,166 $ 148.11 3.74 $ - Exercisable at September 30, 2023 92,166 $ 148.11 3.74 $ - |
SCHEDULE OF STOCK OUTSTANDING AND EXERCISABLE | SCHEDULE OF STOCK OUTSTANDING AND EXERCISABLE Exercise Price Number of Options Remaining Number of $ 23.00 75.00 44,368 4.51 44,368 75.01 150.00 6,476 3.51 6,476 150.01 225.00 6,079 2.87 6,079 225.01 300.00 33,133 2.95 33,133 300.01 321.00 2,110 2.85 2,110 92,166 92,166 |
GOING CONCERN AND MANAGEMENT__2
GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS (Details Narrative) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash | $ 1,449,340 | $ 821,804 |
Working capital | 16,206,953 | |
Accumulated deficit | $ 391,712,931 | $ 362,269,015 |
SCHEDULE OF POTENTIALLY DILUTIV
SCHEDULE OF POTENTIALLY DILUTIVE SECURITIES EXCLUDED FROM THE COMPUTATION OF BASIC AND DILUTED NET LOSS PER SHARE (Details) - shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 41,888,034 | 11,433,153 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 22,058,824 | |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 92,166 | 92,166 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 19,737,044 | 9,789,048 |
Preferred Stock Convertible [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 1,551,989 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Feb. 17, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||||||
Cash, fdic insured amount | $ 250,000 | $ 250,000 | ||||
Cash, uninsured amount | 1,130,252 | 1,130,252 | $ 434,399 | |||
Accounts receivable | 493,128 | 493,128 | 215,256 | |||
Contract liability | 25,000 | 25,000 | 25,000 | |||
Inventory | 146,701 | 146,701 | 189,646 | |||
Advertising expenses | 395,000 | $ 9,662 | 410,851 | $ 69,963 | ||
Environmental remediation | 0 | 0 | 0 | |||
Factoring net bebt discouts | 4,893,207 | |||||
Stockholders equity reverse stock split | 1-for-300 reverse stock split | |||||
Factoring [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Unamortized debt discount, current | $ 0 | $ 0 | $ 1,221,022 | |||
Intellectual Property [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Estimated fair lives of long lived asset | 5 years | 5 years | ||||
Customer List [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Estimated fair lives of long lived asset | 10 years | 10 years | ||||
License [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Estimated fair lives of long lived asset | 10 years | 10 years | ||||
Minimum [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Estimated fair lives of long lived asset | 5 years | 5 years | ||||
Maximum [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Estimated fair lives of long lived asset | 10 years | 10 years |
CONCENTRATIONS OF RISK (Details
CONCENTRATIONS OF RISK (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Concentration Risk [Line Items] | |||
Accounts receivable | $ 493,128 | $ 493,128 | $ 215,256 |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | One Customer [Member] | |||
Concentration Risk [Line Items] | |||
Accounts receivable | 103,182 | $ 103,182 | |
Concentration risk, percentage | 21% | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Two Customer [Member] | |||
Concentration Risk [Line Items] | |||
Accounts receivable | 125,799 | $ 125,799 | |
Concentration risk, percentage | 26% | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Three Customer [Member] | |||
Concentration Risk [Line Items] | |||
Accounts receivable | $ 61,961 | $ 61,961 | |
Concentration risk, percentage | 13% | ||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 6% | 59% | |
Revenues | $ 450,603 | $ 15,686,609 | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Two Customer [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 5% | 6% | |
Revenues | $ 434,907 | $ 1,481,891 | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Three Customer [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 55% | ||
Revenues | $ 4,486,939 |
SCHEDULE OF INVENTORIES (Detail
SCHEDULE OF INVENTORIES (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Processed and unprocessed scrap metal | $ 146,701 | $ 189,646 |
Finished products | ||
Inventories | $ 146,701 | $ 189,646 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 28,942,987 | $ 15,714,021 |
Less accumulated depreciation | (4,472,382) | (2,546,486) |
Property and equipment, net | 24,470,605 | 13,167,535 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | 18,320,457 | 12,995,494 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | 6,128 | 6,128 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | 980,129 | 980,129 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | 724,170 | 724,170 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | 7,063,234 | 20,000 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 1,848,869 | $ 988,100 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Jul. 31, 2023 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Depreciation expense | $ 822,595 | $ 237,788 | $ 1,962,927 | $ 571,840 | |
Impairments recongized on property and equipment | 176,192 | 176,192 | |||
Loss on asset expense | $ 9,850,850 | $ 9,850,850 | |||
Chief Executive Officer [Member] | Property, Plant and Equipment [Member] | |||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||
Asset cost basis | $ 7,367,500 | ||||
Fair market value | $ 17,218,350 |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 26,549,000 | |
Accumulated amortization | (3,698,125) | |
Carrying value | 22,850,875 | |
Gross carrying amount | $ 26,549,000 | 26,549,000 |
Accumulated amortization | (5,917,000) | (3,698,125) |
Carrying value | 20,632,000 | 22,850,875 |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 3,036,000 | 3,036,000 |
Accumulated amortization | (1,214,400) | (759,000) |
Carrying value | $ 1,821,600 | $ 2,277,000 |
Estimated remaining useful life | 3 years | 4 years |
Customer List [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 2,239,000 | $ 2,239,000 |
Accumulated amortization | (447,800) | (279,875) |
Carrying value | $ 1,791,200 | $ 1,959,125 |
Estimated remaining useful life | 8 years | 9 years |
License [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 21,274,000 | $ 21,274,000 |
Accumulated amortization | (4,254,800) | (2,659,250) |
Carrying value | $ 17,019,200 | $ 18,614,750 |
Estimated remaining useful life | 8 years | 9 years |
SCHEDULE OF AMORTIZATION EXPENS
SCHEDULE OF AMORTIZATION EXPENSES FOR INTANGIBLE ASSETS (Details) | Sep. 30, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 (remaining) | $ 739,625 |
2024 | 2,958,500 |
2025 | 2,958,500 |
2026 | 2,806,700 |
2027 | 2,351,300 |
Thereafter | $ 8,817,375 |
AMORTIZATION OF INTANGIBLE AS_3
AMORTIZATION OF INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 739,625 | $ 739,625 | $ 2,218,875 | $ 2,218,875 |
SCHEDULE OF CURRENT AND LONG TE
SCHEDULE OF CURRENT AND LONG TERM PRINCIPAL DUE UNDER NONCONVERTIBLE NOTE (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | ||
Principal of Non-Convertible Notes Current | $ 2,619,147 | |
Principal of Non-Convertible Notes Long Term | 23,414,425 | |
Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Total Principal of Non-Convertible Notes | (2,161,888) | $ (1,965,113) |
Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Total Principal of Non-Convertible Notes | (887,343) | $ (500,250) |
GM Financial [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Long-Term Debt, Gross | 33,609 | |
GM Financial [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Short-Term Debt | 18,546 | |
Non Convertible Notes Payable [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Long-Term Debt, Gross | 5,000 | |
Non Convertible Notes Payable [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Short-Term Debt | ||
Deed of Trust Note [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Long-Term Debt, Gross | 529,820 | |
Deed of Trust Note [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Short-Term Debt | 53,712 | |
Deedof Trust Note One [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Long-Term Debt, Gross | 529,820 | |
Deedof Trust Note One [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Short-Term Debt | 53,712 | |
Equipment Finance Note [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Long-Term Debt, Gross | 363,098 | |
Equipment Finance Note [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Short-Term Debt | 231,120 | |
Equipment Finance Note One [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Long-Term Debt, Gross | 580,910 | |
Equipment Finance Note One [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Short-Term Debt | 993,564 | |
Equipment Finance Note Two [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Long-Term Debt, Gross | 932,010 | |
Equipment Finance Note Two [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Short-Term Debt | 251,400 | |
Equipment Finance Note Three [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Long-Term Debt, Gross | 942,837 | |
Equipment Finance Note Three [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Short-Term Debt | 254,700 | |
Equipment Finance Note Four [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Long-Term Debt, Gross | 965,744 | |
Equipment Finance Note Four [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Short-Term Debt | 260,880 | |
Equipment Finance Note Five [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Long-Term Debt, Gross | 941,329 | |
Equipment Finance Note Five [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Short-Term Debt | 254,280 | |
Equipment Finance Note Six [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Long-Term Debt, Gross | 438,247 | |
Equipment Finance Note Six [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Short-Term Debt | 408,096 | |
Equipment Finance Note Seven [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Long-Term Debt, Gross | 731,362 | |
Equipment Finance Note Seven [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Short-Term Debt | 193,620 | |
Equipment Finance Note Eight [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Long-Term Debt, Gross | 701,145 | |
Equipment Finance Note Eight [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Short-Term Debt | 287,460 | |
Equipment Finance Note Nine [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Long-Term Debt, Gross | 369,579 | |
Equipment Finance Note Nine [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Short-Term Debt | 193,620 | |
Equipment Finance Note Ten [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Long-Term Debt, Gross | 208,453 | |
Equipment Finance Note Ten [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Short-Term Debt | 51,780 | |
Related Party Equipment Notes Payable [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Long-Term Debt, Gross | 17,218,350 | |
Related Party Equipment Notes Payable [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Short-Term Debt | ||
Simple Agreement for Future Tokens [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Long-Term Debt, Gross | 85,000 | |
Simple Agreement for Future Tokens [Member] | Non Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Short-Term Debt |
SCHEDULE OF PRINCIPAL PAYMENTS
SCHEDULE OF PRINCIPAL PAYMENTS DUE ON NON-CONVERTIBLE NOTES (Details) | Jun. 30, 2023 USD ($) |
Factoring Advances And Non-convertible Notes Payable | |
2023 (remaining) | $ 876,623 |
2024 | 3,506,491 |
2025 | 3,528,100 |
2026 | 2,168,335 |
2027 | 1,820,936 |
Thereafter | $ 17,362,321 |
FACTORING ADVANCES AND NON-CO_3
FACTORING ADVANCES AND NON-CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||||||||||||||||||||
Jun. 07, 2023 | May 26, 2023 | Apr. 12, 2023 | Mar. 29, 2023 | Mar. 01, 2023 | Feb. 24, 2023 | Feb. 23, 2023 | Jan. 17, 2023 | Jan. 12, 2023 | Jan. 10, 2023 | Dec. 29, 2022 | Dec. 15, 2022 | Dec. 08, 2022 | Nov. 28, 2022 | Sep. 14, 2022 | Sep. 01, 2022 | Apr. 21, 2022 | Apr. 11, 2022 | Apr. 11, 2022 | Jan. 15, 2022 | Sep. 23, 2021 | Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Jul. 31, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Unamortized debt discount | $ 3,279,570 | |||||||||||||||||||||||||||
Legal expenses | $ 939,345 | $ 31,215 | $ 1,414,592 | $ 552,527 | ||||||||||||||||||||||||
Long term debt | 23,414,425 | 23,414,425 | ||||||||||||||||||||||||||
Interest payment | 49,296 | $ 198,000 | ||||||||||||||||||||||||||
Secured Promissory Note [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Principal amount | $ 2,980,692 | $ 964,470 | ||||||||||||||||||||||||||
Debt instrument periodic payment | $ 82,797 | |||||||||||||||||||||||||||
Amortization of debt discount | 39,509 | 166,815 | ||||||||||||||||||||||||||
Repayments of debt | 323,597 | |||||||||||||||||||||||||||
Unamortized debt discount | 309,574 | 309,574 | $ 428,281 | |||||||||||||||||||||||||
Installation of piece equipment | $ 750,000 | |||||||||||||||||||||||||||
Debt instrument interest rate | 10.60% | 10.60% | ||||||||||||||||||||||||||
Interest payment | 1,240,624 | |||||||||||||||||||||||||||
Purchase price advance | $ 2,505,000 | |||||||||||||||||||||||||||
Principal balance | 1,264,710 | 1,264,710 | 2,386,817 | |||||||||||||||||||||||||
Secured Promissory Note [Member] | Equipment [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Amortization of debt discount | 11,741 | 35,223 | ||||||||||||||||||||||||||
Unamortized debt discount | 144,806 | 144,806 | 180,030 | |||||||||||||||||||||||||
Debt instrument unamortized discount current | 449,411 | 449,411 | 732,550 | |||||||||||||||||||||||||
Secured Promissory Note [Member] | October 2022 [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 6,665 | |||||||||||||||||||||||||||
Secured Promissory Note [Member] | October 2026 [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 19,260 | |||||||||||||||||||||||||||
Deed of Trust Note [Member] | Land, Buildings and Improvements [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Principal amount | $ 600,000 | 583,532 | 583,532 | 595,954 | ||||||||||||||||||||||||
Debt instrument periodic payment | $ 4,476 | |||||||||||||||||||||||||||
Debt instrument interest rate | 6.50% | |||||||||||||||||||||||||||
Interest payment | 12,421 | 27,863 | ||||||||||||||||||||||||||
Interest payable | 3,014 | 3,014 | 3,184 | |||||||||||||||||||||||||
Secured Promissory Note One [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Principal amount | $ 1,539,630 | |||||||||||||||||||||||||||
Debt instrument periodic payment | $ 10,410 | $ 20,950 | ||||||||||||||||||||||||||
Amortization of debt discount | 18,048 | 60,160 | ||||||||||||||||||||||||||
Unamortized debt discount | 394,350 | 394,350 | 454,510 | |||||||||||||||||||||||||
Debt instrument interest rate | 10.60% | |||||||||||||||||||||||||||
Interest payment | 356,220 | |||||||||||||||||||||||||||
Purchase price advance | $ 1,078,502 | |||||||||||||||||||||||||||
Principal balance | 789,060 | 789,060 | 1,085,120 | |||||||||||||||||||||||||
Secured Promissory Note Two [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Principal amount | 1,560,090 | |||||||||||||||||||||||||||
Debt instrument periodic payment | $ 10,630 | 21,225 | ||||||||||||||||||||||||||
Amortization of debt discount | 18,285 | 60,950 | ||||||||||||||||||||||||||
Unamortized debt discount | 399,526 | 399,526 | 460,476 | |||||||||||||||||||||||||
Debt instrument interest rate | 10.60% | |||||||||||||||||||||||||||
Interest payment | 362,553 | |||||||||||||||||||||||||||
Purchase price advance | $ 1,092,910 | |||||||||||||||||||||||||||
Principal balance | 798,011 | 798,011 | 1,099,614 | |||||||||||||||||||||||||
Secured Promissory Note Three [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Principal amount | $ 1,597,860 | |||||||||||||||||||||||||||
Debt instrument periodic payment | $ 10,860 | $ 21,740 | ||||||||||||||||||||||||||
Amortization of debt discount | 18,729 | 62,430 | ||||||||||||||||||||||||||
Unamortized debt discount | 409,229 | 409,229 | 471,659 | |||||||||||||||||||||||||
Debt instrument interest rate | 10.60% | |||||||||||||||||||||||||||
Interest payment | 371,236 | |||||||||||||||||||||||||||
Purchase price advance | $ 1,119,334 | |||||||||||||||||||||||||||
Principal balance | 817,396 | 817,396 | 1,126,201 | |||||||||||||||||||||||||
Secured Promissory Note Four [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Principal amount | 1,557,435 | |||||||||||||||||||||||||||
Debt instrument periodic payment | $ 10,585 | $ 21,190 | ||||||||||||||||||||||||||
Amortization of debt discount | 18,302 | 57,956 | ||||||||||||||||||||||||||
Unamortized debt discount | 402,845 | 402,845 | 460,801 | |||||||||||||||||||||||||
Debt instrument interest rate | 10.60% | |||||||||||||||||||||||||||
Interest payment | 361,826 | |||||||||||||||||||||||||||
Purchase price advance | $ 1,021,500 | $ 1,093,380 | ||||||||||||||||||||||||||
Principal balance | 792,764 | 792,764 | 1,096,634 | |||||||||||||||||||||||||
Secured Promissory Note Five [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Principal amount | 1,245,018 | |||||||||||||||||||||||||||
Debt instrument periodic payment | $ 10,365 | |||||||||||||||||||||||||||
Amortization of debt discount | 17,417 | 50,122 | ||||||||||||||||||||||||||
Unamortized debt discount | 173,396 | 173,396 | ||||||||||||||||||||||||||
Debt instrument interest rate | 10.60% | |||||||||||||||||||||||||||
Interest payment | 398,675 | |||||||||||||||||||||||||||
Principal balance | 672,948 | 672,948 | ||||||||||||||||||||||||||
Secured Promissory Note Five [Member] | March Two Thousand Twenty Six [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 34,008 | |||||||||||||||||||||||||||
Secured Promissory Note Six [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Principal amount | $ 1,185,810 | |||||||||||||||||||||||||||
Debt instrument periodic payment | $ 8,030 | |||||||||||||||||||||||||||
Amortization of debt discount | 16,583 | 47,352 | ||||||||||||||||||||||||||
Unamortized debt discount | 305,853 | 305,853 | ||||||||||||||||||||||||||
Debt instrument interest rate | 10.60% | |||||||||||||||||||||||||||
Interest payment | 260,828 | |||||||||||||||||||||||||||
Purchase price advance | $ 832,605 | |||||||||||||||||||||||||||
Principal balance | 619,130 | 619,130 | ||||||||||||||||||||||||||
Secured Promissory Note Six [Member] | April Two Thousand Twenty Eight [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 16,135 | |||||||||||||||||||||||||||
Secured Promissory Note Seven [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Principal amount | $ 822,040 | |||||||||||||||||||||||||||
Debt instrument periodic payment | $ 6,370 | |||||||||||||||||||||||||||
Amortization of debt discount | 11,026 | 26,094 | ||||||||||||||||||||||||||
Unamortized debt discount | 167,593 | 167,593 | ||||||||||||||||||||||||||
Debt instrument interest rate | 10.60% | |||||||||||||||||||||||||||
Interest payment | 258,841 | |||||||||||||||||||||||||||
Purchase price advance | $ 628,353 | |||||||||||||||||||||||||||
Principal balance | 395,606 | 395,606 | ||||||||||||||||||||||||||
Secured Promissory Note Seven [Member] | June 2027 [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 16,595 | |||||||||||||||||||||||||||
Secured Promissory Note Eight [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Principal amount | $ 1,186,580 | |||||||||||||||||||||||||||
Debt instrument periodic payment | $ 9,185 | |||||||||||||||||||||||||||
Amortization of debt discount | 15,915 | 34,483 | ||||||||||||||||||||||||||
Unamortized debt discount | 245,097 | 245,097 | ||||||||||||||||||||||||||
Debt instrument interest rate | 10.60% | |||||||||||||||||||||||||||
Interest payment | 197,975 | |||||||||||||||||||||||||||
Purchase price advance | $ 832,605 | |||||||||||||||||||||||||||
Principal balance | 743,508 | 743,508 | ||||||||||||||||||||||||||
Secured Promissory Note Eight [Member] | June 2027 [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 23,955 | |||||||||||||||||||||||||||
Secured Promissory Note Nine [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Principal amount | $ 635,000 | |||||||||||||||||||||||||||
Debt instrument periodic payment | $ 14,138 | |||||||||||||||||||||||||||
Debt instrument interest rate | 8.50% | |||||||||||||||||||||||||||
Interest payable | 0 | 0 | ||||||||||||||||||||||||||
Principal balance | 0 | 0 | ||||||||||||||||||||||||||
Debt instrument periodic payment | $ 63,500 | |||||||||||||||||||||||||||
Principal payment | 111,697 | |||||||||||||||||||||||||||
Interest payment | 20,478 | |||||||||||||||||||||||||||
Secured Promissory Note Ten [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Principal amount | $ 317,415 | $ 17,218,350 | ||||||||||||||||||||||||||
Debt instrument periodic payment | $ 2,245 | |||||||||||||||||||||||||||
Amortization of debt discount | 3,910 | 7,341 | ||||||||||||||||||||||||||
Debt instrument interest rate | 10.60% | |||||||||||||||||||||||||||
Interest payable | 90,398 | 90,398 | ||||||||||||||||||||||||||
Purchase price advance | $ 219,676 | |||||||||||||||||||||||||||
Principal balance | 169,834 | 169,834 | ||||||||||||||||||||||||||
Principal payment | 57,182 | |||||||||||||||||||||||||||
Secured Promissory Note Ten [Member] | July Two Thousand Twenty Seven [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 4,315 | |||||||||||||||||||||||||||
Secured Promissory Note Eleven [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Debt instrument interest rate | 7% | |||||||||||||||||||||||||||
Principal balance | 17,218,350 | 17,218,350 | ||||||||||||||||||||||||||
Principal payment | 0 | |||||||||||||||||||||||||||
Interest payment | 198,129 | |||||||||||||||||||||||||||
Resolution Agreement [Member] | Sheppard Mullin Richler and Hampton [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Amortization of debt discount | 0 | 3,182 | ||||||||||||||||||||||||||
Unamortized debt discount | 0 | 0 | 3,182 | |||||||||||||||||||||||||
Legal expenses | $ 459,250.88 | |||||||||||||||||||||||||||
Contingency term | Under the terms of the Resolution Agreement, which the Company has classified as a non-convertible note, the Company was required to make a $25,000 initial payment by September 30, 2021 and is required to make $15,000 monthly payments from October 2021 to January 2023 with a final $10,000 payment due in February 2023. | |||||||||||||||||||||||||||
Long term debt | 40,000 | 40,000 | ||||||||||||||||||||||||||
Debt instrument unamortized discount current | 0 | 0 | 38,284 | |||||||||||||||||||||||||
Revenue Factoring Advance One [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Principal amount | $ 3,025,000 | |||||||||||||||||||||||||||
Purchase price | 2,500,000 | |||||||||||||||||||||||||||
Debt instrument periodic payment | 60,020 | |||||||||||||||||||||||||||
Amortization of debt discount | 0 | 492,540 | ||||||||||||||||||||||||||
Repayments of debt | 695,198 | |||||||||||||||||||||||||||
Other long-term debt, Current | 2,149,742 | 2,149,742 | ||||||||||||||||||||||||||
Revenue factoring advance balance | 0 | 0 | 2,352,000 | |||||||||||||||||||||||||
Unamortized debt discount | 0 | 0 | 492,540 | |||||||||||||||||||||||||
Revenue Factoring Advance Two [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Principal amount | 1,815,000 | |||||||||||||||||||||||||||
Purchase price | 1,470,000 | |||||||||||||||||||||||||||
Debt instrument periodic payment | $ 34,904 | |||||||||||||||||||||||||||
Amortization of debt discount | 0 | 323,669 | ||||||||||||||||||||||||||
Repayments of debt | 408,136 | |||||||||||||||||||||||||||
Other long-term debt, Current | 1,302,152 | 1,302,152 | ||||||||||||||||||||||||||
Revenue factoring advance balance | 0 | 0 | 1,386,619 | |||||||||||||||||||||||||
Unamortized debt discount | 0 | 0 | 323,670 | |||||||||||||||||||||||||
Periodic payment | weekly | |||||||||||||||||||||||||||
Revenue Factoring Advance Three [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Principal amount | $ 1,474,000 | |||||||||||||||||||||||||||
Purchase price | 1,067,000 | |||||||||||||||||||||||||||
Debt instrument periodic payment | $ 28,346 | |||||||||||||||||||||||||||
Amortization of debt discount | 207,876 | 404,812 | ||||||||||||||||||||||||||
Repayments of debt | 1,474,000 | |||||||||||||||||||||||||||
Revenue factoring advance balance | 0 | 0 | 1,069,188 | |||||||||||||||||||||||||
Unamortized debt discount | 0 | 0 | 404,812 | |||||||||||||||||||||||||
Periodic payment | weekly | |||||||||||||||||||||||||||
Revenue Factoring Advance Four [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Principal amount | $ 770,000 | |||||||||||||||||||||||||||
Purchase price | 550,000 | |||||||||||||||||||||||||||
Debt instrument periodic payment | 24,062 | |||||||||||||||||||||||||||
Amortization of debt discount | 0 | 270,000 | ||||||||||||||||||||||||||
Repayments of debt | 192,500 | |||||||||||||||||||||||||||
Other long-term debt, Current | 548,625 | 548,625 | ||||||||||||||||||||||||||
Revenue factoring advance balance | 0 | 0 | ||||||||||||||||||||||||||
Origination fee | 50,000 | |||||||||||||||||||||||||||
Gain on advance settlement | 0 | 28,875 | ||||||||||||||||||||||||||
Revenue Factoring Advance Five [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Principal amount | 1,400,000 | |||||||||||||||||||||||||||
Purchase price | 1,000,000 | |||||||||||||||||||||||||||
Debt instrument periodic payment | 43,750 | |||||||||||||||||||||||||||
Amortization of debt discount | 0 | 500,000 | ||||||||||||||||||||||||||
Repayments of debt | 350,000 | |||||||||||||||||||||||||||
Other long-term debt, Current | 1,003,870 | 1,003,870 | ||||||||||||||||||||||||||
Revenue factoring advance balance | 0 | 0 | ||||||||||||||||||||||||||
Origination fee | $ 100,000 | |||||||||||||||||||||||||||
Gain on advance settlement | 0 | 46,130 | ||||||||||||||||||||||||||
Revenue Factoring Advance Six [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Principal amount | $ 2,902,500 | |||||||||||||||||||||||||||
Purchase price | 2,250,000 | |||||||||||||||||||||||||||
Debt instrument periodic payment | 54,764 | |||||||||||||||||||||||||||
Amortization of debt discount | 491,129 | 652,500 | ||||||||||||||||||||||||||
Other long-term debt, Current | 2,744,950 | 2,744,950 | ||||||||||||||||||||||||||
Revenue factoring advance balance | 0 | 0 | ||||||||||||||||||||||||||
Unamortized debt discount | 0 | 0 | ||||||||||||||||||||||||||
Origination fee | 67,500 | |||||||||||||||||||||||||||
Gain on advance settlement | 157,550 | 157,550 | ||||||||||||||||||||||||||
Proceeds from advances | 2,182,500 | |||||||||||||||||||||||||||
Revenue Factoring Advance Seven [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Principal amount | 4,386,000 | |||||||||||||||||||||||||||
Purchase price | 3,400,000 | |||||||||||||||||||||||||||
Debt instrument periodic payment | 82,755 | |||||||||||||||||||||||||||
Amortization of debt discount | 742,151 | 986,000 | ||||||||||||||||||||||||||
Other long-term debt, Current | $ 2,821,891 | 4,080,105 | 4,080,105 | |||||||||||||||||||||||||
Revenue factoring advance balance | 0 | 0 | ||||||||||||||||||||||||||
Unamortized debt discount | 0 | 0 | ||||||||||||||||||||||||||
Periodic payment | weekly | |||||||||||||||||||||||||||
Origination fee | $ 102,000 | |||||||||||||||||||||||||||
Gain on advance settlement | 305,895 | 305,895 | ||||||||||||||||||||||||||
Proceeds from advances | $ 476,109 | |||||||||||||||||||||||||||
Revenue Factoring Advance Eight [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Principal amount | $ 917,000 | |||||||||||||||||||||||||||
Purchase price | 700,000 | |||||||||||||||||||||||||||
Debt instrument periodic payment | $ 17,635 | |||||||||||||||||||||||||||
Amortization of debt discount | 215,830 | 238,000 | ||||||||||||||||||||||||||
Other long-term debt, Current | 861,000 | 861,000 | ||||||||||||||||||||||||||
Revenue factoring advance balance | 0 | 0 | ||||||||||||||||||||||||||
Unamortized debt discount | 0 | 0 | ||||||||||||||||||||||||||
Periodic payment | weekly | |||||||||||||||||||||||||||
Origination fee | $ 21,000 | |||||||||||||||||||||||||||
Gain on advance settlement | 56,000 | 56,000 | ||||||||||||||||||||||||||
Proceeds from advances | 679,000 | |||||||||||||||||||||||||||
Revenue Factoring Advance Nine [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Principal amount | 393,000 | |||||||||||||||||||||||||||
Purchase price | 300,000 | |||||||||||||||||||||||||||
Debt instrument periodic payment | $ 7,558 | |||||||||||||||||||||||||||
Amortization of debt discount | 92,499 | 102,000 | ||||||||||||||||||||||||||
Other long-term debt, Current | 375,000 | 375,000 | ||||||||||||||||||||||||||
Periodic payment | weekly | |||||||||||||||||||||||||||
Origination fee | $ 9,000 | |||||||||||||||||||||||||||
Gain on advance settlement | 18,000 | 18,000 | ||||||||||||||||||||||||||
Proceeds from advances | $ 291,000 | |||||||||||||||||||||||||||
Revenue Factoring Advance Ten [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Principal amount | $ 1,400,000 | |||||||||||||||||||||||||||
Purchase price | 910,000 | |||||||||||||||||||||||||||
Debt instrument periodic payment | $ 51,785 | |||||||||||||||||||||||||||
Amortization of debt discount | 436,333 | 490,000 | ||||||||||||||||||||||||||
Other long-term debt, Current | 1,379,910 | 1,379,910 | ||||||||||||||||||||||||||
Revenue factoring advance balance | 0 | 0 | ||||||||||||||||||||||||||
Unamortized debt discount | 0 | 0 | ||||||||||||||||||||||||||
Periodic payment | weekly | |||||||||||||||||||||||||||
Origination fee | $ 90,000 | |||||||||||||||||||||||||||
Gain on advance settlement | 20,090 | 20,090 | ||||||||||||||||||||||||||
Proceeds from advances | $ 910,000 | |||||||||||||||||||||||||||
Simple Agreements [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Revenue factoring advance balance | 85,000 | |||||||||||||||||||||||||||
Non Convertible Notes Payable [Member] | Vehicle Financing Agreement [Member] | ||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | ||||||||||||||||||||||||||||
Principal amount | $ 74,186 | $ 74,186 | ||||||||||||||||||||||||||
Debt instrument periodic payment | 1,236 | |||||||||||||||||||||||||||
Amortization of debt discount | 442 | 1,326 | ||||||||||||||||||||||||||
Unamortized debt discount | 6,565 | 6,565 | 7,890 | |||||||||||||||||||||||||
Debt instrument unamortized discount current | $ 45,591 | 45,591 | $ 60,114 | |||||||||||||||||||||||||
Purchase price of vehicles | 65,000 | 65,000 | ||||||||||||||||||||||||||
Debt down payment | 10,000 | |||||||||||||||||||||||||||
Rebate purchase price | $ 2,400 | $ 2,400 | ||||||||||||||||||||||||||
Payment for Non convertible note payable | $ 15,848 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accounts Payable | $ 1,621,800 | $ 1,548,847 |
Credit Cards | 36,314 | 206,669 |
Accrued Interest | 1,977,929 | 1,708,965 |
Accrued Expenses | 1,692,070 | 1,570,849 |
Total Accounts Payable and Accrued Expenses | $ 5,328,114 | $ 5,035,330 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details Narrative) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accounts payable and accrued expenses | $ 5,328,114 | $ 5,035,330 |
ACCRUED PAYROLL AND RELATED E_2
ACCRUED PAYROLL AND RELATED EXPENSES (Details Narrative) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Accrued Payroll And Related Expenses | ||
Payroll tax liabilities, penalties | $ 4,290,199 | $ 3,946,411 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) | 3 Months Ended | 9 Months Ended | ||||
Aug. 21, 2023 USD ($) $ / shares | Jul. 31, 2023 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) $ / shares | Sep. 30, 2023 USD ($) $ / shares | Jul. 03, 2023 USD ($) | Dec. 31, 2022 USD ($) $ / shares | |
Short-Term Debt [Line Items] | ||||||
Proceeds from issuance of debt | $ 13,118,750 | |||||
Common stock value per share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||
Debt discount for warrants issued as commission for senior secured debt placement | $ 753,567 | $ 753,567 | ||||
Convertible notes payable current | 4,836,381 | 4,836,381 | ||||
Convertible notes payable non-current | 6,045,476 | 6,045,476 | ||||
Convertible Notes Payable [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Convertible notes payable non-current | 6,045,476 | 6,045,476 | ||||
Unamortized debt discount, non current | 3,954,524 | 3,954,524 | $ 0 | |||
Convertible Notes Payable [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Convertible notes payable current | 4,836,381 | 4,836,381 | ||||
Unamortized debt discount, current | $ 3,163,619 | $ 3,163,619 | $ 0 | |||
Measurement Input, Expected Dividend Rate [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Warrants risk-free interest rate | 0 | 0 | ||||
Measurement Input, Price Volatility [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Warrants risk-free interest rate | 1.4860 | |||||
Measurement Input, Price Volatility [Member] | Minimum [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Warrants risk-free interest rate | 1.4860 | |||||
Measurement Input, Price Volatility [Member] | Maximum [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Warrants risk-free interest rate | 1.4908 | |||||
Measurement Input, Risk Free Interest Rate [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Warrants risk-free interest rate | 0.0470 | 0.0418 | ||||
Measurement Input, Expected Term [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Warrants expected term | 2 years 11 months 12 days | 5 years 3 days | ||||
Warrant [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Warrant exercise price per share | $ / shares | $ 1.01 | $ 1.01 | $ 5.61 | |||
Adjustments to Additional Paid in Capital, Dividends in Excess of Retained Earnings | $ 1,638,952 | |||||
Warrant [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Warrants risk-free interest rate | 0 | 0 | ||||
Warrant [Member] | Measurement Input, Price Volatility [Member] | Minimum [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Warrants risk-free interest rate | 1.4860 | 1.4860 | ||||
Warrant [Member] | Measurement Input, Price Volatility [Member] | Maximum [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Warrants risk-free interest rate | 1.4908 | 1.4908 | ||||
Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Warrants risk-free interest rate | 0.0418 | 0.0418 | ||||
Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Warrants risk-free interest rate | 0.0115 | 0.0115 | ||||
Warrant [Member] | Measurement Input, Expected Term [Member] | Minimum [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Warrants expected term | 3 years 4 months 2 days | 3 years 4 months 2 days | ||||
Warrant [Member] | Measurement Input, Expected Term [Member] | Maximum [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Warrants expected term | 5 years 3 days | 5 years 3 days | ||||
Purchase Agreement [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Principal amount | $ 18,000,000 | |||||
Proceeds from issuance of debt | 15,000,000 | |||||
Proceeds from issuance of debt gross | 13,188,750 | |||||
Proceeds from debt exchange for warrant | 1,031,250 | |||||
Notes issued | $ 500,000 | |||||
Debt instrument effective percent | 16.67% | |||||
Debt instrument effective percent | 18% | |||||
Debt instrument maturity date | Jul. 31, 2025 | |||||
Debt instrument, periodic payment | $ 1,000,000 | |||||
Common stock value per share | $ / shares | $ 0.001 | |||||
Conversion price per share | $ / shares | $ 1.50 | |||||
Convertible note conversion premium percentage | 125% | |||||
Debt conversion description | In occurrence of an event of default, until such event of default has been cured, the Holder may, at the Holder’s option, convert all, or any part of, the Conversion Amount (into shares of Common Stock at a conversion rate equal to the quotient of (x) the Redemption Premium of the Conversion Amount, divided by (y) the greater of (A) 90% of the lowest VWAP of the Common Stock for the three (3) Trading Days immediately preceding the delivery or deemed delivery of the applicable Conversion Notice, and (B) the lesser of (1) 80% of the VWAP of the Common Stock as of the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice, and (2) 80% of the price computed as the quotient of (x) the sum of the VWAPs of the Common Stock for each of the three (3) Trading Days with the lowest VWAP of the Common Stock during the fifteen (15) consecutive Trading Day period ending and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice, divided by (y) three (3) and (II) the floor price of $0.196 | |||||
Debt Instrument, redemption price, percentage of principal amount redeemed | 10% | |||||
Redemption premium percentage | 125% | |||||
Class of stock warrant shares | shares | 4,420,460 | |||||
Warrant exercise price per share | $ / shares | $ 0.01 | |||||
Additional warrants | shares | 866,441 | |||||
Exercise price | $ / shares | $ 1.50 | |||||
Purchase Agreement [Member] | Warrant [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt discount for warrants issued as commission for senior secured debt placement | $ 753,567 | |||||
Bridge Finance [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Principal amount | $ 1,031,250 | |||||
Purchase price | $ 825,000 | |||||
Senior Secured Debt [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Warrants risk-free interest rate | 0 | 0 | ||||
Senior Secured Debt [Member] | Measurement Input, Price Volatility [Member] | Minimum [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Warrants risk-free interest rate | 1.4860 | 1.4860 | ||||
Senior Secured Debt [Member] | Measurement Input, Price Volatility [Member] | Maximum [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Warrants risk-free interest rate | 1.4908 | 1.4908 | ||||
Senior Secured Debt [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Warrants risk-free interest rate | 0.0418 | 0.0418 | ||||
Senior Secured Debt [Member] | Measurement Input, Expected Term [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Warrants expected term | 5 years 3 days | 5 years 3 days | ||||
Senior Secured Debt [Member] | Warrant [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt discount for warrants issued in senior secured debt placement | $ 3,279,570 | |||||
Senior Notes [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Principal amount | $ 10,881,857 | 10,881,857 | ||||
Debt discount for offering costs | $ 7,118,143 | |||||
Adjustments to Additional Paid in Capital, Dividends in Excess of Retained Earnings | $ 5,022,200 | |||||
Senior Notes [Member] | Minimum [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Conversion price per share | $ / shares | $ 1.50 | |||||
Senior Notes [Member] | Maximum [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Conversion price per share | $ / shares | $ 1.02 | |||||
Senior Notes [Member] | Purchase Agreement [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt discount for offering costs | $ 3,850,000 |
SCHEDULE OF ASSETS AND LIABILIT
SCHEDULE OF ASSETS AND LIABILITIES (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Defined Benefit Plan Disclosure [Line Items] | ||
ROU assets | $ 355,170 | $ 3,009,946 |
Total ROU assets | 355,170 | 3,009,946 |
Current portion of lease liabilities | 212,272 | |
Long term lease liabilities, net of current portion | 131,184 | |
Total lease liabilities | 343,456 | 3,090,638 |
Related Party [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
ROU assets | 128,190 | 2,419,338 |
Total ROU assets | 128,190 | 2,419,338 |
Current portion of lease liabilities | 110,430 | 2,742,140 |
Long term lease liabilities, net of current portion | 64,890 | |
Nonrelated Party [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
ROU assets | 226,980 | 590,608 |
Total ROU assets | 226,980 | 590,608 |
Current portion of lease liabilities | 101,842 | 232,236 |
Long term lease liabilities, net of current portion | $ 66,294 | $ 116,262 |
SCHEDULE OF NON CANCELABLE OPER
SCHEDULE OF NON CANCELABLE OPERATING LEASES AND OTHER OBLIGATIONS (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Leases | ||
2023 (remaining) | $ 55,734 | |
2024 | 200,971 | |
2025 | 67,545 | |
2026 | 50,476 | |
2027 | 14,430 | |
Total Minimum Lease Payments | 389,156 | |
Less: Imputed Interest | (44,980) | |
Present Value of Lease Payments | 343,456 | $ 3,090,638 |
Less: Current Portion | (212,272) | |
Long Term Portion | $ 131,184 |
LEASES (Details Narrative)
LEASES (Details Narrative) | 3 Months Ended | 9 Months Ended | |||||||||||||
Jan. 01, 2023 USD ($) | Oct. 13, 2022 USD ($) | Sep. 01, 2022 USD ($) | Jul. 01, 2022 USD ($) | Apr. 01, 2022 USD ($) | Feb. 01, 2022 USD ($) | Jan. 24, 2022 USD ($) ft² | Dec. 23, 2021 USD ($) | Oct. 11, 2021 | Oct. 01, 2021 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |||||||||||||||
Operating lease, right-of-use asset | $ 355,170 | $ 355,170 | $ 3,009,946 | ||||||||||||
Operating lease, liability | 343,456 | 343,456 | 3,090,638 | ||||||||||||
Payment for rent | 485,540 | $ 696,643 | 1,975,700 | $ 1,894,485 | |||||||||||
Security deposit | 31,893 | 31,893 | $ 6,893 | ||||||||||||
Area of land | ft² | 3,521 | ||||||||||||||
Gain on termination of lease | $ 108,863 | $ 108,863 | |||||||||||||
Weighted average remaining lease term | 3 years | 3 years | |||||||||||||
Weighted average discount rate | 10% | 10% | |||||||||||||
Chief Executive Officer [Member] | |||||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||||
Payment for rent | $ 9,000 | $ 337,617 | $ 1,476,002 | ||||||||||||
Empire Services Inc [Member] | |||||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||||
Payment for rent | $ 11,200 | $ 3,668 | |||||||||||||
Lease, description | The Company is required to pay $199,821 per month in rent for these facilities from April to December 2022 and increasing by 3% on January 1st of every year thereafter | ||||||||||||||
Renewal term | 5 years | ||||||||||||||
Gain on termination of lease | $ 108,863 | ||||||||||||||
Empire Services Inc [Member] | Chief Executive Officer [Member] | |||||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||||
Lease, description | the Company entered into leasing agreements for 3,521 square feet of office space commencing upon the completion of tenant improvements which was expected to be on April 1, 2022 but shall be no later than May 1, 2022 (“Commencement Date”). | ||||||||||||||
Empire Services Inc [Member] | January 1, 2024 [Member] | Chief Executive Officer [Member] | |||||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||||
Lease, description | Under the terms of the lease, the Company is required to pay $9,000 per month for the facility beginning January 1, 2023 and increasing by 3% on January 1, 2024. | Under the terms of the lease, the Company is required to pay $8,000 per month for the facility beginning February 1, 2022 and increasing by 3% on January 1, 2023. | Under the terms of the leases, Empire is required to pay $9,677 for the prorated first month and $15,000 per month for the facilities beginning November 1, 2021 and increasing by 3% on January 1st of every year thereafter. | ||||||||||||
Lease expiration date | Jan. 01, 2024 | Jan. 01, 2024 | |||||||||||||
Operating lease, option to extend | the leases will continue on a month-to-month basis. The Company cannot sublease any of the properties under the lease agreements. The Company is leasing the property on a month-to-month basis and is expected to purchase the land underlying the scrap yard in December 2023. | ||||||||||||||
Empire Services Inc [Member] | January 01, 2023 [Member] | Chief Executive Officer [Member] | |||||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||||
Lease, description | Under the terms of the lease, the Company is required to pay $4,300 per month for the facility beginning November 1, 2022 and increasing by 3% on January 1, 2023. | ||||||||||||||
Empire Services Inc [Member] | December 23, 2025 [Member] | Chief Executive Officer [Member] | |||||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||||
Lease, description | Under the terms of the lease, Empire was required to pay $18,000 for the first month and $1,000 per month thereafter for 60 months. | ||||||||||||||
Empire Services Inc [Member] | March ThirtyF irst Two Thousand Twenty Three [Member] | Chief Executive Officer [Member] | |||||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||||
Lease, description | Under the terms of the lease, Empire was required to pay $2,930 per month thereafter for a period of 24 months. | ||||||||||||||
Lease expiration date | Jul. 31, 2024 | ||||||||||||||
Empire Services Inc [Member] | July Thirty One Two Thousand Twenty Four [Member] | Chief Executive Officer [Member] | |||||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||||
Operating lease, option to extend | the Company does not have an option to renew or extend. The Company is responsible to any damage to the equipment under the terms of the lease. | ||||||||||||||
Empire Services Inc [Member] | Scrap Metal Yards [Member] | |||||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||||
Operating lease, right-of-use asset | $ 3,492,531 | ||||||||||||||
Operating lease, liability | 3,650,358 | ||||||||||||||
Payment for rent | 145,821 | ||||||||||||||
Lease expiration date | Jan. 01, 2024 | ||||||||||||||
Empire Services Inc [Member] | Scrap Metal Yards [Member] | January 1, 2024 [Member] | |||||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||||
Renewal term | 5 years | ||||||||||||||
Additional lessee operating lease renewal term | 5 years | ||||||||||||||
Empire Services Inc [Member] | Scrap Metal Yards [Member] | January 01, 2023 [Member] | |||||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||||
Renewal term | 5 years | 5 years | |||||||||||||
Additional lessee operating lease renewal term | 5 years | 5 years | |||||||||||||
Empire Services Inc [Member] | Kelford and Carrolton Yards [Member] | |||||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||||
Payment for rent | $ 50,000 | ||||||||||||||
Empire Services Inc [Member] | Office Lease [Member] | |||||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||||
Security deposit | $ 3,668 | ||||||||||||||
Empire Services Inc [Member] | Office Lease [Member] | March 31, 2024 [Member] | |||||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||||
Operating lease, right-of-use asset | 30,699 | ||||||||||||||
Operating lease, liability | $ 31,061 | ||||||||||||||
Lease, description | Under the terms of the lease, Empire is required to pay $1,150 per month and increasing by 3% on April 1st of every year beginning on April 1, 2022. | ||||||||||||||
Security deposit | $ 1,150 | ||||||||||||||
Empire Services Inc [Member] | Office Lease [Member] | January 1, 2024 [Member] | |||||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||||
Payment for rent | $ 9,000 | $ 8,000 | |||||||||||||
Empire Services Inc [Member] | Office Lease [Member] | January 01, 2023 [Member] | |||||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||||
Payment for rent | $ 4,300 | ||||||||||||||
Empire Services Inc [Member] | Office Lease [Member] | December 23, 2025 [Member] | |||||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||||
Payment for rent | $ 18,000 | ||||||||||||||
Empire Services Inc [Member] | Automobiles [Member] | February 18, 2025 [Member] | |||||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||||
Operating lease, right-of-use asset | 26,804 | ||||||||||||||
Operating lease, liability | 18,661 | ||||||||||||||
Payment for rent | $ 750 | ||||||||||||||
Lease expiration date | Feb. 18, 2025 | ||||||||||||||
Empire Services Inc [Member] | Automobiles [Member] | February 15, 2026 [Member] | |||||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||||
Operating lease, right-of-use asset | $ 34,261 | ||||||||||||||
Operating lease, liability | 27,757 | ||||||||||||||
Payment for rent | $ 650 |
COMMITMENTS AND CONTINGENCES (D
COMMITMENTS AND CONTINGENCES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 23, 2021 | Jun. 25, 2021 | Dec. 01, 2020 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Related Party Transaction [Line Items] | |||||||
Outstanding legal fees | $ 939,345 | $ 31,215 | $ 1,414,592 | $ 552,527 | |||
Sheppard Mullin [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Outstanding legal fees | $ 487,390.73 | ||||||
Unpaid legal fees, disbursements and interest | $ 459,251 | ||||||
Sheppard Mullin [Member] | Resolution Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Loss contingency | $ 459,250.88 | ||||||
Resolved legal matter | Under the terms of the Resolution Agreement, the Company was required to make a $25,000 initial payment by September 30, 2021 and is required to make $15,000 monthly payments from October 2021 to January 2023 with a final $10,000 payment due in February 2023. The Company has made the October 2021 through February 2023 monthly payments. |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) | 3 Months Ended | 9 Months Ended | ||||||
Jul. 31, 2023 USD ($) $ / shares shares | Jul. 28, 2023 shares | Jan. 23, 2023 shares | Sep. 30, 2021 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) $ / shares shares | Aug. 21, 2023 | Dec. 31, 2022 USD ($) $ / shares shares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||||
Common stock, shares authorized | 1,200,000,000 | 1,200,000,000 | 1,200,000,000 | |||||
Additional paid in capital | $ | $ 391,388,858 | $ 391,388,858 | $ 377,595,618 | |||||
Common stock par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Fair market value for services rendered | $ | $ 254,448 | $ 254,448 | ||||||
Proceeds from warrant cash exercises | $ | $ 8,240 | |||||||
Commom stock, shares outstanding | 15,880,742 | 15,880,742 | 10,962,319 | |||||
Commom stock, shares issued | 15,880,742 | 15,880,742 | 10,962,319 | |||||
Debt discount for warrants issued as commission for senior secured debt placement | $ | $ 753,567 | $ 753,567 | ||||||
Purchase Agreement [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Common stock par value | $ / shares | $ 0.001 | |||||||
Measurement Input, Expected Dividend Rate [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Warrants risk-free interest rate | 0 | 0 | ||||||
Measurement Input, Price Volatility [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Warrants risk-free interest rate | 1.4860 | |||||||
Measurement Input, Price Volatility [Member] | Minimum [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Warrants risk-free interest rate | 1.4860 | |||||||
Measurement Input, Price Volatility [Member] | Maximum [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Warrants risk-free interest rate | 1.4908 | |||||||
Measurement Input, Risk Free Interest Rate [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Warrants risk-free interest rate | 0.0418 | 0.0470 | ||||||
Measurement Input, Expected Term [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Warrants expected term | 5 years 3 days | 2 years 11 months 12 days | ||||||
Senior Secured Debt [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Warrants risk-free interest rate | 0 | 0 | ||||||
Senior Secured Debt [Member] | Measurement Input, Price Volatility [Member] | Minimum [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Warrants risk-free interest rate | 1.4860 | 1.4860 | ||||||
Senior Secured Debt [Member] | Measurement Input, Price Volatility [Member] | Maximum [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Warrants risk-free interest rate | 1.4908 | 1.4908 | ||||||
Senior Secured Debt [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Warrants risk-free interest rate | 0.0418 | 0.0418 | ||||||
Senior Secured Debt [Member] | Measurement Input, Expected Term [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Warrants expected term | 5 years 3 days | 5 years 3 days | ||||||
Senior Secured Debt 1 [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Warrants risk-free interest rate | 0 | 0 | ||||||
Senior Secured Debt 1 [Member] | Measurement Input, Price Volatility [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Warrants risk-free interest rate | 1.4860 | 1.4860 | ||||||
Senior Secured Debt 1 [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Warrants risk-free interest rate | 0.0470 | 0.0470 | ||||||
Senior Secured Debt 1 [Member] | Measurement Input, Expected Term [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Warrants expected term | 2 years 11 months 12 days | 2 years 11 months 12 days | ||||||
Series Z Preferred Stock [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Preferred stock, shares authorized | 0 | 0 | 500 | |||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Exchange of shares | 288,494 | |||||||
Additional paid in capital | $ | $ 7,237,572 | $ 7,237,572 | ||||||
Shares issued | 72 | |||||||
Preferred stock, shares issued | 0 | 0 | 322 | |||||
Preferred stock, shares outstanding | 0 | 0 | 322 | |||||
Series Z Preferred Stock [Member] | Officer [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Exchange of shares | 250 | |||||||
Preferred Stock [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | ||||||
Preferred Stock [Member] | Series Z Preferred Stock [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Preferred stock, par value | $ / shares | $ 0.001 | |||||||
Common stock, shares authorized | 500 | |||||||
Convertible shares of common stock | $ | $ 20,000 | |||||||
Exchange of shares | 500 | |||||||
Convertible preferred stock in percentage | 19.98% | |||||||
Preferred stock, shares issued | 0 | 0 | 322 | |||||
Preferred stock, shares outstanding | 0 | 0 | 322 | |||||
Fair market value for services rendered | $ | ||||||||
Debt discount for warrants issued as commission for senior secured debt placement | $ | ||||||||
Common Stock [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Shares issued | 2,511,166 | 2,511,166 | ||||||
Number of shares issued | 1,301,994 | 1,301,994 | ||||||
Shares issued for services | 275,929 | 275,929 | ||||||
Fair market value for services rendered | $ | $ 276 | $ 276 | ||||||
Shares issued exercise of warrants | 679,398 | |||||||
Proceeds from warrant cash exercises | $ | $ 8,240 | |||||||
Shares issued | 149,486 | |||||||
Cashless exercise of warrants shares issued | 151,867 | 151,867 | ||||||
Shares issued | 2,511,166 | |||||||
Sale of common stock proceeds | $ | $ 2,841,181 | |||||||
Net offering cost | $ | $ 348,000 | |||||||
Debt discount for warrants issued as commission for senior secured debt placement | $ | ||||||||
Common Stock [Member] | Employee Stock Option Plan [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Shares issued for services | 275,929 | |||||||
Fair market value for services rendered | $ | $ 254,448 | |||||||
Common Stock [Member] | Chief Executive Officer [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Shares issued | 1,013,500 | |||||||
Series Z Preferred Stock [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Conversion of stock, shares converted | 322 | |||||||
Warrant [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Cashless exercise of warrants shares issued | 9,756,876 | |||||||
Additional paid in capital | $ | $ 1,638,952 | |||||||
Warrant [Member] | Purchase Agreement [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Debt discount for warrants issued as commission for senior secured debt placement | $ | $ 753,567 | |||||||
Warrant [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Warrants risk-free interest rate | 0 | 0 | ||||||
Warrant [Member] | Measurement Input, Price Volatility [Member] | Minimum [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Warrants risk-free interest rate | 1.4860 | 1.4860 | ||||||
Warrant [Member] | Measurement Input, Price Volatility [Member] | Maximum [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Warrants risk-free interest rate | 1.4908 | 1.4908 | ||||||
Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Warrants risk-free interest rate | 0.0418 | 0.0418 | ||||||
Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Warrants risk-free interest rate | 0.0115 | 0.0115 | ||||||
Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | Median [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Warrants risk-free interest rate | 0.0470 | 0.0470 | ||||||
Warrant [Member] | Measurement Input, Expected Term [Member] | Minimum [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Warrants expected term | 3 years 4 months 2 days | 3 years 4 months 2 days | ||||||
Warrant [Member] | Measurement Input, Expected Term [Member] | Maximum [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Warrants expected term | 5 years 3 days | 5 years 3 days | ||||||
Warrant [Member] | Senior Secured Debt [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Additional paid in capital for a debt discount | $ | $ 3,279,570 | |||||||
Warrant [Member] | Senior Secured Debt 1 [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Additional paid in capital | $ | $ 5,022,200 |
SCHEDULE OF WARRANT ACTIVITY (D
SCHEDULE OF WARRANT ACTIVITY (Details) - Warrant [Member] | 9 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | |
Shares, Outstanding, Beginning | shares | 9,757,710 |
Weighted-Average Exercise Price, Outstanding, Beginning | $ / shares | $ 5.61 |
Weighted-Average Remaining Contractual Term, Outstanding | 5 years 1 month 20 days |
Aggregate Intrinsic Value, Outstanding, Beginning | $ | $ 635 |
Shares, Granted | shares | 10,811,433 |
Weighted-Average Exercise Price, Granted | $ / shares | $ 1.02 |
Shares, Exercised | shares | (831,265) |
Weighted-Average Exercise Price, Exercised | $ / shares | $ 0.01 |
Shares, Expired/Canceled | shares | (834) |
Weighted-Average Exercise Price, Canceled | $ / shares | $ 0.12 |
Shares, Outstanding, Ending | shares | 19,737,044 |
Weighted-Average Exercise Price, Outstanding, Ending | $ / shares | $ 1.01 |
Weighted-average remaining contractual term | 4 years 3 months 7 days |
Aggregate Intrinsic Value, Outstanding, Ending | $ | $ 2,404,759 |
Shares, Exercisable | shares | 19,737,044 |
Weighted-Average Exercise Price, Exercisable | $ / shares | $ 1.01 |
Weighted-average remaining contractual term, exercisable | 4 years 3 months 7 days |
Aggregate Intrinsic Value, Exercisable | $ | $ 2,404,759 |
SCHEDULE OF WARRANT EXERCISABLE
SCHEDULE OF WARRANT EXERCISABLE (Details) - Warrant [Member] - $ / shares | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Exercise Price | $ 1.01 | $ 5.61 |
Warrants Outstanding | 19,737,044 | 9,757,710 |
Weighted Avg. Remaining Life | 4 years 3 months 7 days | |
Warrants, Exercisable | 19,737,044 | |
Exercise Price 1 [Member] | ||
Exercise Price | $ 0.01 | |
Warrants Outstanding | 3,589,192 | |
Weighted Avg. Remaining Life | 4 years 10 months 2 days | |
Warrants Exercisable | 3,589,192 | |
Exercise Price 2 [Member] | ||
Exercise Price | $ 1.02 | |
Warrants Outstanding | 15,645,619 | |
Weighted Avg. Remaining Life | 4 years 1 month 13 days | |
Warrants Exercisable | 15,645,619 | |
Exercise Price 3 [Member] | ||
Exercise Price | $ 1.28 | |
Warrants Outstanding | 502,233 | |
Weighted Avg. Remaining Life | 4 years 10 months 24 days | |
Warrants Exercisable | 502,233 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) | 9 Months Ended | |||
Aug. 21, 2023 | Jul. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Debt discount | $ 3,279,570 | |||
Aggregate intrinsic value of outstanding stock warrants | $ 2,404,759 | |||
Stock price per share | $ 0.68 | |||
Warrant [Member] | ||||
Cashless exercise of warrants shares issued | 9,756,876 | |||
Class of warrant exercise price | $ 1.01 | $ 5.61 | ||
Deemed divided | $ 331,018 | $ 1,307,574 | ||
Warrant issued commission | $ 1.02 | |||
2021 Warrant [Member] | ||||
Class of warrant exercise price | $ 7.52 | |||
2022 Warrant [Member] | Maximum [Member] | ||||
Class of warrant exercise price | 5.50 | |||
2022 Warrant [Member] | Minimum [Member] | ||||
Class of warrant exercise price | $ 1.50 | |||
Additional Paid-in Capital [Member] | ||||
Debt discount | $ 753,567 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Option Indexed to Issuer's Equity [Line Items] | ||
Aggregate Intrinsic Value, Outstanding, Ending | $ 0 | |
Share-Based Payment Arrangement, Option [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Shares, Outstanding, Beginning | 92,166 | |
Weighted-Average Exercise Price, Outstanding, Beginning | $ 148.11 | |
Weighted- Average Remaining Contractual Term | 3 years 8 months 26 days | 4 years 5 months 26 days |
Aggregate Intrinsic Value, Outstanding, Beginning | ||
Shares, Granted | ||
Shares, Exercised | ||
Shares, Expired/Canceled | ||
Shares, Outstanding, Ending | 92,166 | 92,166 |
Weighted-Average Exercise Price, Outstanding, Ending | $ 148.11 | $ 148.11 |
Aggregate Intrinsic Value, Outstanding, Ending | ||
Shares, Exercisable | 92,166 | |
Weighted-Average Exercise Price, Exercisable | $ 148.11 | |
Weighted- Average Remaining Contractual Term, Exercisable | 3 years 8 months 26 days | |
Aggregate Intrinsic Value, Exercisable |
SCHEDULE OF STOCK OUTSTANDING A
SCHEDULE OF STOCK OUTSTANDING AND EXERCISABLE (Details) - Share-Based Payment Arrangement, Option [Member] | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Options | 92,166 |
Number of Options Exercisable | 92,166 |
Exercise Price 1 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Options | 44,368 |
Remaining Life In Years | 4 years 6 months 3 days |
Number of Options Exercisable | 44,368 |
Exercise Price 1 [Member] | Minimum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 23 |
Exercise Price 1 [Member] | Maximum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 75 |
Exercise Price 2 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Options | 6,476 |
Remaining Life In Years | 3 years 6 months 3 days |
Number of Options Exercisable | 6,476 |
Exercise Price 2 [Member] | Minimum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 75.01 |
Exercise Price 2 [Member] | Maximum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 150 |
Exercise Price 3 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Options | 6,079 |
Remaining Life In Years | 2 years 10 months 13 days |
Number of Options Exercisable | 6,079 |
Exercise Price 3 [Member] | Minimum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 150.01 |
Exercise Price 3 [Member] | Maximum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 225 |
Exercise Price 4 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Options | 33,133 |
Remaining Life In Years | 2 years 11 months 12 days |
Number of Options Exercisable | 33,133 |
Exercise Price 4 [Member] | Minimum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 225.01 |
Exercise Price 4 [Member] | Maximum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 300 |
Exercise Price 5 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Options | 2,110 |
Remaining Life In Years | 2 years 10 months 6 days |
Number of Options Exercisable | 2,110 |
Exercise Price 5 [Member] | Minimum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 300.01 |
Exercise Price 5 [Member] | Maximum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise Price | $ / shares | $ 321 |
STOCK OPTIONS (Details Narrativ
STOCK OPTIONS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant | 490,296 | 490,296 | ||
Common Stock, Capital Shares Reserved for Future Issuance | 891,361 | 891,361 | ||
Aggregate intrinsic value outstanding stock options | $ 0 | $ 0 | ||
Stock price | $ 0.68 | $ 0.68 | ||
Fair value of all options, vested | $ 0 | $ 0 | $ 0 | $ 0 |
Unrecognized compensation expense | $ 0 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||
Jul. 28, 2023 | Jan. 23, 2023 | Jan. 01, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Aug. 01, 2023 | Jul. 31, 2023 | Dec. 31, 2022 | |
Payment for rent | $ 485,540 | $ 696,643 | $ 1,975,700 | $ 1,894,485 | ||||||
Series Z Preferred Stock [Member] | ||||||||||
Shares issued | 72 | |||||||||
Exchange of shares | 288,494 | |||||||||
Common Stock [Member] | ||||||||||
Shares issued | 2,511,166 | 2,511,166 | ||||||||
Chief Executive Officer [Member] | ||||||||||
Payment for rent | $ 9,000 | $ 337,617 | $ 1,476,002 | |||||||
[custom:AgreementOnPaymentsForRent-0] | 3% | |||||||||
Insurance paid | 105,000 | |||||||||
Debt payments | 189,615 | |||||||||
Accrued rent | $ 1,264,433 | $ 1,264,433 | $ 317,781 | |||||||
Aggregate rent | $ 54,970 | |||||||||
Chief Executive Officer [Member] | DWM Note [Member] | ||||||||||
Aggregate rent | $ 17,218,350 | |||||||||
Asset cost basis | 7,367,500 | |||||||||
Fair market value | $ 17,218,350 | |||||||||
Debt instrument, interest rate | 7% | |||||||||
Chief Executive Officer [Member] | Common Stock [Member] | ||||||||||
Shares issued | 1,013,500 | |||||||||
Officer [Member] | Series Z Preferred Stock [Member] | ||||||||||
Exchange of shares | 250 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended |
Nov. 08, 2023 | Sep. 30, 2023 | |
Subsequent Event [Line Items] | ||
Proceeds from warrant cash exercises | $ 8,240 | |
Common Stock [Member] | ||
Subsequent Event [Line Items] | ||
Shares issued | 149,486 | |
Cashless exercise of warrants shares issued | 151,867 | |
Shares issued exercise of warrants | 679,398 | |
Proceeds from warrant cash exercises | $ 8,240 | |
Common Stock [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Shares issued | 211,553 | |
Cashless exercise of warrants shares issued | 215,214 | |
Shares issued exercise of warrants | 464,788 | |
Proceeds from warrant cash exercises | $ 4,648 |