Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 31, 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 | 001-41276 | |
Entity Registrant Name | SKYX PLATFORMS CORP. | |
Entity Central Index Key | 0001598981 | |
Entity Tax Identification Number | 46-3645414 | |
Entity Incorporation, State or Country Code | FL | |
Entity Address, Address Line One | 2855 W. McNab Road | |
Entity Address, City or Town | Pompano Beach | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33069 | |
City Area Code | (855) | |
Local Phone Number | 759-7584 | |
Title of 12(b) Security | Common Stock, no par value per share | |
Trading Symbol | SKYX | |
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 | 92,166,413 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 16,479,393 | $ 6,720,543 |
Restricted cash | 2,750,000 | |
Accounts receivable | 3,034,585 | |
Investments, available-for-sale | 7,373,956 | |
Inventory | 5,385,039 | 1,923,540 |
Deferred cost of revenues | 282,165 | |
Prepaid expenses and other assets | 408,427 | 311,618 |
Total current assets | 28,339,609 | 16,329,657 |
Other assets: | ||
Furniture and equipment, net | 592,520 | 215,998 |
Restricted cash | 2,881,726 | 2,741,054 |
Right of use assets, net | 22,072,530 | 23,045,293 |
Intangible assets, definite life, net | 8,436,398 | 662,802 |
Goodwill | 15,799,725 | |
Other assets | 220,747 | 182,306 |
Total other assets | 50,003,646 | 26,847,453 |
Total Assets | 78,343,255 | 43,177,110 |
Current liabilities: | ||
Accounts payable and accrued expenses | 10,784,874 | 1,949,823 |
Notes payable, current | 3,627,273 | 405,931 |
Operating lease liabilities, current | 2,223,318 | 1,130,624 |
Royalty obligation | 2,638,000 | 2,638,000 |
Consideration payable | 8,905,315 | |
Deferred revenues | 1,854,922 | |
Convertible notes, related parties | 950,000 | 950,000 |
Convertible notes, current | 350,000 | 350,000 |
Total current liabilities | 31,333,702 | 7,424,378 |
Long term liabilities: | ||
Accounts payable | 523,797 | |
Notes payable | 1,142,875 | 4,867,004 |
Operating lease liabilities | 22,806,894 | 22,758,496 |
Convertible notes, net | 5,480,279 | |
Total long-term liabilities | 29,953,845 | 27,625,500 |
Total liabilities | 61,287,547 | 35,049,878 |
Commitments and Contingent Liabilities: | ||
Redeemable preferred stock - subject to redemption: $0 par value; 20,000,000 shares authorized; none and 580,400 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively | 220,099 | |
Stockholders’ Equity: | ||
Common stock and additional paid-in-capital: $0 par value, 500,000,000 shares authorized; and 91,846,065 and 82,907,541shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively | 150,538,326 | 114,039,638 |
Accumulated deficit | (133,482,618) | (106,070,358) |
Accumulated other comprehensive loss | (62,147) | |
Total stockholders’ equity | 17,055,708 | 7,907,133 |
Non-controlling interest | ||
Total equity | 17,055,708 | 7,907,133 |
Total Liabilities and Stockholders’ Equity | $ 78,343,255 | $ 43,177,110 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Temporary equity, par value | $ 0 | $ 0 |
Temporary equity, authorized | 20,000,000 | 20,000,000 |
Temporary equity,issued | 0 | 580,400 |
Temporary equity,outstanding | 0 | 580,400 |
Common stock, par value | $ 0 | $ 0 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 91,846,065 | 82,907,541 |
Common stock, shares outstanding | 91,846,065 | 82,907,541 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 21,617,579 | $ 8,556 | $ 36,611,659 | $ 22,916 |
Cost of revenues | 14,917,493 | 5,914 | 25,207,604 | 17,676 |
Gross income | 6,700,086 | 2,642 | 11,404,055 | 5,240 |
Sales and marketing | 5,702,647 | 993,232 | 12,546,736 | 3,839,175 |
General and administrative | 7,519,042 | 4,615,887 | 24,869,910 | 18,282,472 |
Operating expenses | 13,221,689 | 5,609,119 | 37,416,646 | 22,121,647 |
Loss from operations | (6,521,603) | (5,606,477) | (26,012,591) | (22,116,407) |
Other income / (expense) | ||||
Interest expense, net | (662,173) | (52,189) | (2,601,526) | (224,610) |
Other income | ||||
Gain on extinguishment of debt | 1,201,857 | 178,250 | ||
Total other income (expense), net | (662,173) | (52,189) | (1,399,669) | (46,360) |
Net loss | (7,183,776) | (5,658,666) | (27,412,260) | (22,162,767) |
Common stock issued pursuant to antidilutive provisions | 4,691,022 | |||
Preferred dividends | 4,627 | 32,504 | ||
Non-controlling interest | ||||
Net loss attributed to common shareholders | (7,183,776) | (5,663,293) | (27,412,260) | (26,886,293) |
Other comprehensive loss: | (108,817) | 62,147 | (108,817) | |
Net Comprehensive loss attributed to common stockholders | $ (7,183,776) | $ (5,772,110) | $ (27,350,113) | $ (26,995,110) |
Net loss per share - basic | $ (0.08) | $ (0.07) | $ (0.31) | $ (0.34) |
Net loss per share - diluted | $ (0.08) | $ (0.07) | $ (0.31) | $ (0.34) |
Weighted average number of common shares outstanding during the period basic | 91,081,313 | 81,562,681 | 87,055,643 | 78,350,946 |
Weighted average number of common shares outstanding during the period diluted | 91,081,313 | 81,562,681 | 87,055,643 | 78,350,946 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Common Stock Including Additional Paid in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Balance, beginning of period shares at Dec. 31, 2021 | 66,295,288 | ||||
Balance, beginning of period at Dec. 31, 2021 | $ 70,880,386 | $ (74,269,898) | $ 7,907,133 | ||
Common stock issued pursuant to offerings, shares | 1,650,000 | ||||
Common stock issued pursuant to services, shares | 865,528 | ||||
Common stock issued pursuant to conversion of preferred stock, shares | 12,376,536 | ||||
Common stock issued pursuant to exercise of options and warrants | $ 1,033,640 | 390,624 | |||
Common stock issued pursuant to acquisition, shares | |||||
Common stock issued pursuant to antidilutive provisions, shares | 335,073 | ||||
Common stock issued pursuant to extinguishment of debt, shares | |||||
Common stock issued pursuant to stock offering | 20,552,000 | ||||
Common stock issued pursuant to services | 13,957,145 | ||||
Common stock issued pursuant to conversion of preferred stock | 3,094,134 | ||||
Debt discount | |||||
Common stock issued pursuant to acquisition | |||||
Common stock issued pursuant to extinguishment of debt | |||||
Common stock issued pursuant to antidilutive provisions | 4,691,022 | (4,691,022) | 4,691,022 | ||
Net loss | (22,162,767) | (22,162,767) | |||
Non-controlling interest | (35,442) | ||||
Preferred dividends | (32,504) | ||||
Other comprehensive income | (108,817) | ||||
Balance, ending of period shares at Sep. 30, 2022 | 82,556,065 | ||||
Balance, ending of period at Sep. 30, 2022 | 113,565,311 | (101,191,633) | (108,817) | 12,264,861 | |
Balance, beginning of period shares at Jun. 30, 2022 | 81,053,486 | ||||
Balance, beginning of period at Jun. 30, 2022 | 110,444,367 | (95,528,340) | 7,907,133 | ||
Common stock issued pursuant to offerings, shares | |||||
Common stock issued pursuant to services, shares | 322,579 | ||||
Common stock issued pursuant to conversion of preferred stock, shares | 1,000,000 | ||||
Common stock issued pursuant to exercise of options and warrants | $ 180,000 | 107,999 | |||
Common stock issued pursuant to acquisition, shares | |||||
Common stock issued pursuant to antidilutive provisions, shares | |||||
Common stock issued pursuant to extinguishment of debt, shares | |||||
Common stock issued pursuant to stock offering | |||||
Common stock issued pursuant to services | 2,762,945 | ||||
Common stock issued pursuant to conversion of preferred stock | 250,000 | ||||
Debt discount | |||||
Common stock issued pursuant to acquisition | |||||
Common stock issued pursuant to extinguishment of debt | |||||
Common stock issued pursuant to antidilutive provisions | |||||
Net loss | (5,658,666) | (5,658,666) | |||
Non-controlling interest | |||||
Preferred dividends | (4,627) | ||||
Other comprehensive income | (108,817) | ||||
Balance, ending of period shares at Sep. 30, 2022 | 82,556,065 | ||||
Balance, ending of period at Sep. 30, 2022 | 113,565,311 | (101,191,633) | (108,817) | 12,264,861 | |
Balance, beginning of period shares at Dec. 31, 2022 | 82,907,541 | ||||
Balance, beginning of period at Dec. 31, 2022 | 114,039,638 | (106,070,358) | (62,147) | 7,907,133 | |
Common stock issued pursuant to offerings, shares | 3,576,458 | ||||
Common stock issued pursuant to services, shares | 2,283,668 | ||||
Common stock issued pursuant to conversion of preferred stock, shares | 580,400 | ||||
Common stock issued pursuant to exercise of options and warrants | |||||
Common stock issued pursuant to acquisition, shares | 1,923,285 | ||||
Common stock issued pursuant to antidilutive provisions, shares | |||||
Common stock issued pursuant to extinguishment of debt, shares | 574,713 | ||||
Common stock issued pursuant to stock offering | 8,231,529 | ||||
Common stock issued pursuant to services | 13,109,135 | ||||
Common stock issued pursuant to conversion of preferred stock | 220,099 | ||||
Debt discount | 5,569,978 | ||||
Common stock issued pursuant to acquisition | 7,327,716 | ||||
Common stock issued pursuant to extinguishment of debt | 2,040,231 | ||||
Common stock issued pursuant to antidilutive provisions | |||||
Net loss | (27,412,260) | (27,412,260) | |||
Non-controlling interest | |||||
Preferred dividends | |||||
Other comprehensive income | 62,147 | ||||
Balance, ending of period shares at Sep. 30, 2023 | 91,846,065 | ||||
Balance, ending of period at Sep. 30, 2023 | 150,538,326 | (133,482,618) | 17,055,708 | ||
Balance, beginning of period shares at Jun. 30, 2023 | 90,660,148 | ||||
Balance, beginning of period at Jun. 30, 2023 | 147,282,469 | (126,298,842) | 17,055,706 | ||
Common stock issued pursuant to offerings, shares | 592,150 | ||||
Common stock issued pursuant to services, shares | 593,767 | ||||
Common stock issued pursuant to conversion of preferred stock, shares | |||||
Common stock issued pursuant to exercise of options and warrants | |||||
Common stock issued pursuant to acquisition, shares | |||||
Common stock issued pursuant to antidilutive provisions, shares | |||||
Common stock issued pursuant to extinguishment of debt, shares | |||||
Common stock issued pursuant to stock offering | 785,256 | ||||
Common stock issued pursuant to services | 2,470,601 | ||||
Common stock issued pursuant to conversion of preferred stock | |||||
Debt discount | |||||
Common stock issued pursuant to acquisition | |||||
Common stock issued pursuant to extinguishment of debt | |||||
Common stock issued pursuant to antidilutive provisions | |||||
Net loss | (7,183,776) | (7,183,776) | |||
Non-controlling interest | |||||
Preferred dividends | |||||
Other comprehensive income | |||||
Balance, ending of period shares at Sep. 30, 2023 | 91,846,065 | ||||
Balance, ending of period at Sep. 30, 2023 | $ 150,538,326 | $ (133,482,618) | $ 17,055,708 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (27,412,260) | $ (22,162,767) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 2,098,935 | 194,698 |
Gain on forgiveness of debt | (1,201,857) | (178,250) |
Amortization of debt discount | 867,572 | |
Share-based payments | 13,109,135 | 13,957,145 |
Change in operating assets and liabilities: | ||
Inventory | (1,675,394) | (549,825) |
Accounts receivable | (512,826) | |
Prepaid expenses and other assets | 79,224 | (795,365) |
Deferred charges | 1,200,916 | |
Deferred revenues | (74,111) | |
Operating lease liabilities | (215,743) | (28,521) |
Accretion operating lease liabilities | 890,474 | |
Other assets | (161,358) | |
Royalty obligation | (900,000) | |
Accounts payable and accrued expenses | 2,753,572 | 897,256 |
Net cash used in operating activities | (10,092,363) | (9,726,987) |
Cash flows from investing activities: | ||
Purchase of debt securities | (136,033) | (7,441,617) |
Proceeds from disposition of debt securities | 7,572,136 | |
Acquisition, net of cash acquired | (4,206,200) | |
Purchase of property and equipment | (119,942) | (257,907) |
Payment of patent costs and other intangibles | (137,645) | |
Net cash provided by (used in) investing activities | 3,109,961 | (7,837,169) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock- offerings | 8,723,461 | 23,100,000 |
Placement costs | (491,932) | (2,548,000) |
Proceeds from exercise of options and warrants | 390,624 | |
Proceeds from line of credit | 6,197,695 | |
Proceeds from issuance of convertible notes | 10,350,000 | |
Dividends paid | (32,504) | |
Principal repayments of notes payable | (5,147,300) | (202,503) |
Net cash provided by financing activities | 19,631,924 | 20,707,617 |
Increase in cash, cash equivalents and restricted cash | 12,649,522 | 3,143,461 |
Cash, cash equivalents, and restricted cash at beginning of period | 9,461,597 | 10,426,249 |
Cash, cash equivalents and restricted cash at end of period | 22,111,119 | 13,569,710 |
Supplementary disclosure of non-cash financing activities: | ||
Preferred stock conversion to common | 220,099 | 3,094,134 |
Assets acquired excluding identifiable intangible assets and goodwill and cash | 7,090,094 | |
Liabilities assumed and consideration payable | 19,755,903 | |
Identifiable intangible assets and goodwill, net of cash outlay | 19,993,525 | |
Debt discount | 5,569,978 | |
Fair value of shares issued pursuant to antidilutive provisions | 4,691,022 | |
Fair value of shares issued pursuant to acquisition | 7,327,716 | |
Fair value of shares issued pursuant to extinguishment of debt | 2,040,231 | |
Right-of-use assets and operating lease liabilities | 23,621,267 | |
Cash paid during the period for: | ||
Interest | $ 666,539 | $ 303,957 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure [Table] | ||||
Net Income (Loss) Attributable to Parent | $ (7,183,776) | $ (5,658,666) | $ (27,412,260) | $ (22,162,767) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Insider Trading Arrangements [Line Items] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
ORGANIZATION AND NATURE OF OPER
ORGANIZATION AND NATURE OF OPERATIONS | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND NATURE OF OPERATIONS | NOTE 1 ORGANIZATION AND NATURE OF OPERATIONS SKYX Platforms Corp., a corporation (the “Company”), was incorporated in Florida in May 2004. The Company maintains offices in Sacramento, California, Johns Creek, Georgia, Miami and Pompano Beach, Florida, New York City, and Guangdong Province, China. The Company has a series of advanced-safe smart platform technologies. The Company’s first-generation technologies enable light fixtures, ceiling fans and other electrically wired products to be installed safely and plugged-in into a ceiling’s electrical outlet box within seconds, and without the need to touch hazardous wires. The plug and play technology method is a universal power-plug device that has a matching receptacle that is simply connected to the electrical outlet box on the ceiling, enabling a safe and quick plug and play installation of light fixtures and ceiling fans in just seconds. The plug and play power-plug technology eliminates the need to touch hazardous electrical wires while installing light fixtures, ceiling fans and other hard wired electrical products. In recent years, the Company has expanded the capabilities of its power-plug product, to include advanced safe and quick universal installation methods, as well as advanced smart capabilities. The smart features include control of light fixtures and ceiling fans by the SkyHome App, through WIFI, Bluetooth Low Energy and voice control. It allows scheduling, energy savings eco mode, dimming, back-up emergency light, night light, light color changing and much more. The Company’s second-generation technology is an all-in-one safe and smart advanced platform that is designed to enhance all-around safety and lifestyle of homes and other buildings. Since April 2023, the Company also markets home lighting, ceiling fans, and other home furnishings from third-parties. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial statements and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all the information and disclosures required for annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The consolidated financial statements as of September 30, 2023 and for the three and nine months ended September 30, 2023 and 2022 are unaudited. The results of operations for the interim periods are not necessarily indicative of the results of operations for the respective fiscal years. The consolidated statement of financial condition at December 31, 2022 has been derived from the audited financial statements at that date but does not include all the information and notes required by GAAP for complete financial statement presentation. The accompanying consolidated financial information should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 for additional disclosures and accounting policies. Reclassifications For comparability, reclassifications of certain prior-year balances were made to conform with current-year presentations, such as certain expenses previously included in cost of revenues and reclassified as general, and administrative expenses in 2022 and sales and marketing expenses which were previously included in selling, general, and administrative expenses in 2022. Basis of Consolidation The unaudited consolidated financial statements include the results of the Company and one of its subsidiaries, SQL Lighting and Fans LLC from January 1, 2022 and the results from its remaining subsidiaries, Belami, Inc., BEC, CA 1, Inc., BEC CA 2, LLC, Luna BEC, Inc., and Confero Group LLC from April 28 to September 30, 2023. All intercompany balances and transactions have been eliminated in consolidation. Business Combination The Company accounts for its business acquisitions under the acquisition method of accounting. This method requires recording of acquired assets and assumed liabilities at their acquisition date fair values. The excess of the purchase price over the fair value of the assets acquired and liabilities assumed is recorded as goodwill. Results of operations related to the business combination are included prospectively beginning with the date of acquisition and transaction costs and transaction costs related to business combinations are recorded within selling, general, and administrative expenses. The Company acquired the outstanding units of Belami, Inc (“Belami”) and its subsidiaries on April 28, 2023. Belami is an online retailer and e-commerce provider specializing in home lighting, ceiling fans, and other home furnishings. The initial allocation of purchase price is subject to adjustment through April 2024. The allocation of purchase price may vary based on the number and fair value of the shares to be issued in April 2024. The initial allocation of the purchase price is as follows: SCHEDULE OF INITIAL ALLOCATION OF PURCHASE PRICE Assets acquired excluding identifiable intangible assets and goodwill $ 7,090,094 Customer relationships 4,500,000 E-commerce technology platforms 3,900,000 Goodwill 15,799,725 Assumed liabilities (10,949,178 ) Total Assets Acquired $ 20,340,641 Consideration: Cash outlay, net of cash acquired $ 4,206,200 Consideration payable 8,806,725 Shares of common stock issued at initial closing 7,327,716 Total purchase price $ 20,340,641 Consideration payable primarily consists of the fair value of cash and shares of the Company’s common stock amounting to $ 3.2 5.6 750,000 6 The goodwill recognized, none of which is deductible for income tax purposes, is attributable to the assembled workforce of Belami and to expected synergies and other benefits that the Company believes will result from combining its operations with Belami’s. The intangible assets recognized are primarily attributable to expected increased margins that the Company believes will result from Belami’s existing customer relationships and increased margins from the e-commerce technology platforms Belami has developed over the years. Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid securities with original maturities of three months or less when acquired to be cash equivalents. At September 30, 2023 and December 31, 2022, the Company’s cash composition was as follows: SCHEDULE OF CASH EQUIVALENTS AND RESTRICTED CASH September 30, 2023 December 31, 2022 Cash and cash equivalents $ 16,479,393 $ 6,720,543 Restricted cash 5,631,726 2,741,054 Total cash, cash equivalents and restricted cash $ 22,111,119 $ 9,461,597 Restricted Assets The Company issued a letter of credit of $ 2.7 2.7 750,000 2.0 Customer Contracts Balances Accounts receivable are recorded in the period when the right to receive payment or other consideration becomes unconditional. Accounts receivable are recorded at the invoiced amount and are not interest bearing. The Company maintains an allowance for doubtful accounts based upon an estimate of probable credit losses in existing accounts receivable. The majority of the Company’s accounts receivable are from third-party payers and are paid within a few days from the order date. The Company determines the allowance based upon individual accounts when information indicates the customers may have an inability to meet their financial obligations, historical experience, and currently available evidence. As of September 30, 2023, and December 31, 2022, the Company’s allowance for doubtful accounts was $ 54,987 0 439,180 0 The Company defers the revenue related to undelivered customer orders for which it was paid or has a right to be paid at each measurement date. Such amounts are recognized as deferred revenues in the accompanying unaudited balance sheet. As of September 30, 2023, the deferred revenues amounted to $ 1,854,922 no The costs associated with such deferred revenues are recognized as deferred charges in the accompanying unaudited balance sheet. Such charges include the carrying value of related inventory, freight, and sales charges. The deferred charges amounted to $ 282,165 no Inventory Inventories are stated at the lower of cost, determined on the first-in, first-out (FIFO) method. Cost principally consists of the purchase price (adjusted for lower of cost or market), customs, duties, and freight. The Company periodically reviews historical sales activity to determine potentially obsolete items and evaluates the impact of any anticipated changes in future demand. SCHEDULE OF INVENTORY September 30, 2023 December 31, 2022 Inventory, component parts $ 2,682,219 $ 1,923,540 Inventory, finished goods 2,702,820 — Total inventory $ 5,385,039 $ 1,923,540 Intangible Assets Intangible assets were recorded in connection with the acquisition of Belami. Intangible assets with finite lives, which consist of customer relationships and e-commerce technology platforms, are being amortized over their estimated useful lives on a straight-line basis. Such intangible assets are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company assesses the recoverability of its intangible assets by determining whether the unamortized balance can be recovered over the assets’ remaining estimated useful life through undiscounted estimated future cash flows. If undiscounted estimated future cash flows indicate that the unamortized amounts will not be recovered, an adjustment will be made to reduce such amounts to fair value based on estimated future cash flows discounted at a rate commensurate with the risk associated with achieving such cash flows. Estimated future cash flows are based on trends of historical performance and the Company’s estimate of future performance, considering existing and anticipated competitive and economic conditions. Goodwill Goodwill, which was recorded in connection with the acquisition of Belami, is not subject to amortization and is tested for impairment annually, or more frequently if events or changes in circumstances indicate that the asset may be impaired. Goodwill represents the excess of the purchase price of Belami over the fair value of its identifiable net assets acquired. Goodwill is tested for impairment at the reporting unit level. Fair value is typically based upon estimated future cash flows discounted at a rate commensurate with the risk involved or market-based comparables. If the carrying amount of the reporting unit’s net assets exceeds its fair value, then an analysis will be performed to compare the implied fair value of goodwill with the carrying amount of goodwill. An impairment loss will be recognized in an amount equal to the excess of the carrying amount over its implied fair value. After an impairment loss is recognized, the adjusted carrying amount of goodwill is its new accounting basis. Accounting guidance on the testing of goodwill for impairment allows entities testing goodwill for impairment the option of performing a qualitative assessment to determine the likelihood of goodwill impairment and whether it is necessary to perform such two-step impairment test. The initial carrying value of goodwill associated with the Belami acquisition may vary during the first year of initial purchase (through April 2024) if the carrying value of the assets acquired or assumed liabilities or the fair value of the shares issuable in April 2024 varies from the initial allocation of assets previously performed or based on the number of shares the Company has to issue in April 2024. Revenue Recognition The Company currently generates revenues substantially from home lighting, ceiling fans, and smart products through its family of internet sites and marketplaces. A substantial portion of the Company’s customers’ orders are made and paid contemporaneously by credit card and shipped through third-party delivery providers. The Company recognizes revenues once it concludes that the control of the product is transferred to the customer, which is upon delivery. The Company records reductions to revenue for estimated customer sales returns and replacements, net of sales tax. The Company receives rebate and cooperative allowances based on a percentage of periodic purchases from certain vendors. These vendor considerations are reflected as a reduction of costs of revenues. The vendor considerations, the rights of returns and replacements are based upon estimates that are determined by historical experience, contractual terms, and current market conditions. The primary factors affecting the Company’s accrual for estimated customer rights of returns include estimated customer return rates as well as the number of units shipped that have a right of return that have not expired as of the measurement date. Loss Per Share Basic net earnings (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. The Company uses the “treasury stock” method to determine whether there is a dilutive effect of outstanding convertible debt, option, and warrant contracts. For the three and nine months ended September 30, 2023 and 2022, the Company recognized net loss and a dilutive net loss, and the effect of considering any common stock equivalents would have been antidilutive for the period. Therefore, a separate computation of diluted earnings (loss) per share is not presented for the periods presented. The Company had the following anti-dilutive common stock equivalents at September 30, 2023 and 2022: SCHEDULE OF EARNING (LOSS) PER SHARE September 30, 2023 September 30, 2022 Stock warrants 2,063,522 939,895 Stock options 35,084,598 33,390,500 Convertible notes 3,920,005 86,668 Preferred stock - 880,400 Total 41,068,125 35,297,463 Recently Issued Accounting Pronouncements Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on its consolidated financial statements. Change in Accounting Principles Historically, the Company recognized its revenues of products shipped by third-party providers upon shipment. During the second quarter of 2023, the Company changed its revenue recognition policy as it believes that it is preferable to recognize the revenues of products shipped by such third-party providers upon delivery. This revenue recognition method is consistent with the method used by Belami. The change in accounting principle does not significantly impact on the revenues historically recorded by the Company. |
FURNITURE AND EQUIPMENT
FURNITURE AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
FURNITURE AND EQUIPMENT | NOTE 3 FURNITURE AND EQUIPMENT Furniture and equipment consisted of the following: SCHEDULE OF FURNITURE AND EQUIPMENT September 30, 2023 December 31, 2022 Machinery and equipment $ 317,462 $ 67,419 Computer equipment 6,846 6,846 Furniture and fixtures 36,059 36,059 Tooling and production 577,559 534,204 Leasehold improvements 30,553 30,553 Software development costs net 150,713 - Total 1,119,192 675,081 Less: accumulated depreciation (526,672 ) (459,083 ) Total, net $ 592,520 $ 215,998 Depreciation expense amounted to $ 67,897 32,648 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 4 INTANGIBLE ASSETS The Company’s definite-lived intangible assets were as follows: SCHEDULE OF INTANGIBLE ASSETS September 30, 2023 December 31, 2022 Useful life Carrying Value Accumulated Amortization Net carrying value Carrying Value Accumulated Amortization Net carrying value Customer relationships 7 $ 4,500,000 $ (267,857 ) $ 4,232,143 $ - $ - $ - E-commerce technology platforms 4 3,900,000 (406,250 ) 3,493,750 - - - Patents and other 20 886,381 (175,856 ) 710,505 869,822 (207,020 ) 662,802 $ 9,286,381 $ (849,963 ) $ 8,436,398 $ 869,822 $ (207,020 ) $ 662,802 The amortization expense of intangible assets was $ 642,943 37,753 The following table sets forth the estimated amortization expense for the following five years: SCHEDULE OF INTANGIBLE ASSETS AMORTIZATION EXPENSE Twelve months ended September 30, 2024 $ 1,673,613 2025 1,673,613 2026 1,673,613 2027 1,511,113 2028 698,613 |
DEBTS
DEBTS | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
DEBTS | NOTE 5 DEBTS The following table presents the details of the principal outstanding: SCHEDULE OF DEBT TABLE September 30, 2023 December 31, 2022 APR September 30, 2023 % Maturity Collateral Notes payable $ - $ 5,115,000 N/A September 2026 Substantially all company assets Line of credit (a) 2,697,695 - 8.5 August 2024 - Loan 1,500,000 - 7.93 August 2026 - Convertible Notes (b) 11,650,000 1,300,000 6.00 10.00 September 2023-March 2026 Substantially all company assets Notes payable to Belami sellers 239,266 - 4.86 April 2025 - SBA-related loans (c) 153,187 157,835 3.75 April 2025=November 2052 Substantially all company assets Total $ 16,240,148 $ 6,572,835 Unamortized debt discount $ (4,689,721 ) $ - Debt, net of Unamortized debt Discount $ 11,550,427 $ 6,572,835 SCHEDULE OF INTEREST EXPENSE For the nine-month period ended September 30, 2023 2022 Interest expense associated with debt 1,214,920 172,421 As of September 30, 2023, the expected future principal payments for the Company’s debt are due as follows: SCHEDULE OF FUTURE PRINCIPAL PAYMENTS Remainder of 2023 1,565,436 2024 3,423,751 2025 526,685 2026 10,583,359 2027 3,040 2028 and thereafter 137,877 Total $ 16,240,148 (a) The unpaid principal bears annual interest at the Wall Street Journal prime rate. (b) Included in Convertible Notes are loans provided to the Company from one director, two officers and two investors. The notes each have the following terms: three-year subordinated convertible promissory note of principal face amounts. Subject to other customary terms, the Convertible Notes mature between October 2023 and January 2024 and bear interest at an annual rate of 6 15 All convertible notes are convertible at a price ranging between $ 2.70 15 During the nine-month period ended September 30, 2023, the Company issued convertible promissory notes for $ 10.4 1,391,667 2.70 5.6 700,000 (c) The Small Business Administration forgave approximately $ 178,000 |
OPERATING LEASE LIABILITIES
OPERATING LEASE LIABILITIES | 9 Months Ended |
Sep. 30, 2023 | |
Operating Lease Liabilities | |
OPERATING LEASE LIABILITIES | NOTE 6 OPERATING LEASE LIABILITIES In April 2022, the Company entered a 58-month lease related to certain office and showroom space pursuant to a sublease that expires in February 2027. The Company recognized a right-of-use asset and a liability of $ 1,428,764 In September 2022, the Company entered a 124-month lease related to its future headquarters offices and showrooms space. The Company recognized a right-of-use asset and a liability of $ 22.2 2.7 The following table outlines the total lease cost for the Company’s operating leases as well as weighted average information for these leases as of September 30, 2023: SCHEDULE OF LEASE COST OPERATING LEASE September 30, 2023 Lease costs: Cash paid for operating lease liabilities $ 710,135 Right-of-use assets obtained in exchange for new operating lease obligations $ 22,072,530 Fixed rent payment $ 746,652 Lease – Depreciation expense $ 1,404,634 September 30, 2023 Other information: Weighted-average discount rate 6.41 % Weighted-average remaining lease term (in months) 105 SCHEDULE OF MINIMUM LEASE OBLIGATION Minimum Lease obligation 2024 $ 3,716,661 2025 3,527,956 2026 3,568,891 2027 3,446,601 2028 and thereafter 19,159,060 Total $ 33,419,169 |
ROYALTY OBLIGATIONS
ROYALTY OBLIGATIONS | 9 Months Ended |
Sep. 30, 2023 | |
Royalty Obligations | |
ROYALTY OBLIGATIONS | NOTE 7 ROYALTY OBLIGATIONS The Company has a license agreement with General Electric (“GE”) which provides, among other things, for rights to market certain of the Company’s products displaying the GE brand in consideration of royalty payments to GE. The Company cannot assign the agreement or sublicense the stated rights. The agreement imposes certain manufacturing and quality control conditions to continue to use the GE brand. The agreement expires in November 2023. In the event the Company receives significant funding rounds of at least $ 50 Variable royalty payments are due quarterly, using a December 1 – November 30 contract year and based upon the prior quarter’s sales. Royalty payments will be paid from sales of GE branded product subject to the following repayment schedule: SCHEDULE OF ROYALTY OBLIGATIONS Net Sales in Contract Year Percentage of Contract Year Net Sales owed to GE $ 0 50,000,000 7 % $ 50,000,001 100,000,000 6 % $ 100,000,000 5 % As of September 30, 2023 and December 31, 2022, the outstanding balance of the aggregate Minimum Payment was $ 2,638,000 |
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 8 ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consisted of the following: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES September 30, 2023 December 31, 2022 Accrued interest $ 523,796 $ 104,735 Trade payables 10,346,558 1,369,701 Accrued compensation 438,317 475,417 Total $ 11,308,671 $ 1,949,823 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 9 RELATED PARTY TRANSACTIONS Convertible Notes Due to Related Parties Convertible notes due to related parties represent amounts provided to the Company from a director and the Company’s Co-Chief Executive Officers. The outstanding principal on the convertible promissory notes, associated with related parties was $ 950,000 127,595 104,375 Initial Public Offering The Company issued 455,353 6,374,942 The Company issued 95,386 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 10 STOCKHOLDERS’ EQUITY Common Stock The Company issued the following common stock during the nine months ended September 30, 2023 and 2022: SCHEDULE OF COMMON STOCK Transaction Type Shares Issued Valuation $ Range of Value Per Share 2023 Equity Transactions Common stock issued, pursuant to services provided 2,238,668 13,109,135 $ 1.22 3.82 Common stock issued pursuant to stock at the market offering, gross 3,576,458 8,231,529 2.55 3.25 Common stock issued pursuant to conversion of preferred stock 580,400 220,099 0.25 Common stock issued pursuant to acquisition 1,923,285 7,327,716 3.81 Common stock issued pursuant to extinguishment of debt 574,713 2,040,231 3.55 Transaction Type Shares Issued Valuation $ (Issued) Range of Value Per Share 2022 Equity Transactions Common stock issued per exercise of options and warrants 1,033,640 $ 390,624 $ 0.10 14.0 Common stock issued, pursuant to services provided 865,528 13,957,145 2.0 14.0 Conversion of preferred stock 12,376,536 3,094,134 0.25 Issuance of common stock pursuant to offering, net 1,650,000 20,552,000 14.0 Issuance of common stock, pursuant to anti-dilutive provisions 335,073 4,691,022 14.0 The Company issued 335,073 The Company satisfied its obligations under a note payable, initially maturing in September 2026, amounting to $ 6.2 2 574,713 1,201,857 Preferred Stock The Series A Preferred Stock was convertible at the holder’s option. The Company could repurchase shares of the Preferred Stock for $ 3.50 0.25 Holders of preferred stock converted 580,400 12,376,536 no Restricted Stock A summary of the Company’s non-vested restricted stock units during the nine-month ended September 30, 2023 and 2022 are as follows : SCHEDULE OF NON-VESTED RESTRICTED STOCK Shares Weighted Average Grant Due Fair Value Non-vested restricted stock units, January 1, 2023 $ 2,516,461 $ 8.39 Granted 4,110,924 2.21 Vested (2,325,308 ) 4.25 Forfeited (256,402 ) 10.70 Non-Vested restricted stock units, September 30, 2023 4,045,675 5.27 Non-vested restricted stock units, January 1, 2022 770,500 3.31 Granted 2,179,121 10.60 Vested (770,121 ) 7.07 Forfeited - - Non-vested restricted stock units on September 30, 2022 2,179,500 9.27 One RSU and RSA gives the right to one share of the Company’s common stock. RSU and RSAs that vest based on service and performance are measured based on the fair values of the underlying stock on the date of grant. The Company used a Lattice model to determine the fair value of the RSU with a market condition. Compensation with respect to RSU and RSA awards is expensed on a straight-line basis over the vesting period. Stock Options The following is a summary of the Company’s stock option activity during the nine-month periods ended September 30, 2023 and 2022: SCHEDULE OF STOCK OPTION ACTIVITY Options Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (In Years) Aggregate Intrinsic Value Outstanding, January 1, 2023 33,289,250 $ 7.7 - $ 2,370,800 Exercised (661,250 ) 1.66 –– $ - Granted 2,221,350 2.85 - - Forfeited (426,002 ) $ 4.0 - - - - - Outstanding, September 30, 2023 35,084,598 $ 7.5 2.9 $ 2,379,800 Exercisable, September 30, 2023 13,247,370 $ 4.4 2.31 $ 2,373,050 Options Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (In Years) Aggregate Intrinsic Value Outstanding, January 1, 2022 15,050,500 $ 3.81 4.07 $ 14,055,450 Exercised (661,250 ) 1.66 –– $ - Granted 19,632,500 10.35 –– Forfeited (593,750 ) 3.03 $ - Outstanding, September 30, 2022 33,428,000 $ 7.71 3.67 $ 12,255,963 Exercisable, September 30, 2022 12,276,789 $ 3.91 2.93 $ 12,049,538 Warrants Issued The following is a summary of the Company’s warrant activity during the nine-month periods ended September 30, 2023 and 2022: SCHEDULE OF WARRANT ACTIVITY Number of Warrants Weighted Average Exercise Price Balance, January 1, 2023 671,855 $ 11.5 Issued 1,391,667 3.0 Exercised — — Forfeited — — Balance, September 30, 2023 2,063,522 $ 5.76 Number of Warrants Weighted Average Exercise Price Balance, January 1, 2022 2,127,895 $ 5.4 Exercised (535,000 ) 3.3 Issued 132,000 18.2 Forfeited (785,000 ) 3.01 Balance, September 30, 2022 939,895 $ 9.16 Assumptions- Fair Value of Warrants and Options The Company issued options in connection for services during the nine-month period ended September 30, 2023 and September 30, 2022. The Company issued warrants in connection with certain convertible promissory notes during the nine-month period ended September 30, 2023, which are considered inducements to enter in debt transactions and are recognized as debt discount at fair value. The following table summarizes the range of the Black Scholes pricing model assumptions used by the Company to value certain warrants issued during the nine-month period ended September 30, 2023 and options granted during the nine-month period ended September 30, 2023 and 2022: SCHEDULE OF OPTIONS GRANTED UNDER BLACK SCHOLES PRICING MODEL ASSUMPTIONS September 30, 2023 September 30, 2022 Range Range Stock price $ 3.74 3.84 $ 6.00 12.34 Exercise price $ 3.74 3.84 $ 6.00 14.00 Expected life (in years) 3.5 5 1.5 10.0 Volatility 48 54 % 37 54 % Risk-fee interest rate 3.51 5.02 % 1.37 2.97 % Dividend yield — — The Company cannot use its historical volatility as expected volatility because there is not enough liquidity in the trades of common stock during a term comparable to the expected term of stock option issued. The Company relies on the expected volatility of comparable publicly traded companies within its industry sector, which is deemed more relevant, to compute its expected volatility. Unamortized future option expense was $ 37.4 3.3 Share-based payments amounted to $ 13,109,035 13,957,145 |
CONCENTRATIONS OF RISKS
CONCENTRATIONS OF RISKS | 9 Months Ended |
Sep. 30, 2023 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS OF RISKS | NOTE 11 CONCENTRATIONS OF RISKS Major Customers The Company had no customers whose revenue individually represented 10% or more of the Company’s total revenue. The Company had one third-party payor accounts receivable balance representing 24 Liquidity The Company’s cash and cash equivalents are held primarily with two financial institutions. The Company has deposits which exceed the amount insured by the FDIC. To reduce the risk associated with the failure of such counterparties, the Company periodically evaluates the credit quality of the financial institutions in which it holds deposits. Product and Geographic Markets The Company generates its income primarily from its lighting and heating products sold primarily in the United States. |
PROFORMA FINANCIAL STATEMENTS (
PROFORMA FINANCIAL STATEMENTS (unaudited) | 9 Months Ended |
Sep. 30, 2023 | |
Proforma Financial Statements | |
PROFORMA FINANCIAL STATEMENTS (unaudited) | NOTE 12 PROFORMA FINANCIAL STATEMENTS (unaudited) The following pro forma consolidated results of operations have been prepared as if the acquisition occurred on January 1, 2022: SCHEDULE OF PROFORMA CONSOLIDATED RESULTS OF OPERATION 2023 2022 2023 2022 Three-month period ended Nine-month period ended 2023 2022 2023 2022 Revenues $ 21,617,579 $ 20,803,141 $ 60,649,120 $ 66,457,914 Net loss $ (7,627,777 ) $ (6,208,867 ) $ (26,430,206 ) $ (23,061,755 ) Basic and diluted loss per share $ (0.08 ) $ (0.07 ) $ (0.28 ) $ (0.27 ) Weighted average number of shares outstanding- basic and diluted 96,794,462 87,275,830 92,768,792 84,064,095 These pro forma amounts have been calculated after applying the Company’s accounting policies and adjusting the results to reflect, among other things, 1) additional amortization that would have been charged assuming the fair value adjustments to amortizable intangible assets had been applied, 2) the shares issued and issuable by the Company to acquire Belami, 3) fair value of the initial grant and options to Belami employees, and 4) the increase in interest expense related to the issuance of convertible notes payable, including amortization of debt discount. Furthermore, it excludes transaction costs related to the Belami acquisition. These pro forma results of operations have been prepared for comparative purposes only, and they do not purport to be indicative of the results of operations that would have resulted had the acquisition occurred on the date indicated or that may result in the future. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13 SUBSEQUENT EVENTS Management has evaluated subsequent events through November 13, 2023, which is the date the consolidated financial statements were available to be issued. There were no subsequent events that required adjustment to or disclosure in the consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial statements and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all the information and disclosures required for annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The consolidated financial statements as of September 30, 2023 and for the three and nine months ended September 30, 2023 and 2022 are unaudited. The results of operations for the interim periods are not necessarily indicative of the results of operations for the respective fiscal years. The consolidated statement of financial condition at December 31, 2022 has been derived from the audited financial statements at that date but does not include all the information and notes required by GAAP for complete financial statement presentation. The accompanying consolidated financial information should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 for additional disclosures and accounting policies. |
Reclassifications | Reclassifications For comparability, reclassifications of certain prior-year balances were made to conform with current-year presentations, such as certain expenses previously included in cost of revenues and reclassified as general, and administrative expenses in 2022 and sales and marketing expenses which were previously included in selling, general, and administrative expenses in 2022. |
Basis of Consolidation | Basis of Consolidation The unaudited consolidated financial statements include the results of the Company and one of its subsidiaries, SQL Lighting and Fans LLC from January 1, 2022 and the results from its remaining subsidiaries, Belami, Inc., BEC, CA 1, Inc., BEC CA 2, LLC, Luna BEC, Inc., and Confero Group LLC from April 28 to September 30, 2023. All intercompany balances and transactions have been eliminated in consolidation. |
Business Combination | Business Combination The Company accounts for its business acquisitions under the acquisition method of accounting. This method requires recording of acquired assets and assumed liabilities at their acquisition date fair values. The excess of the purchase price over the fair value of the assets acquired and liabilities assumed is recorded as goodwill. Results of operations related to the business combination are included prospectively beginning with the date of acquisition and transaction costs and transaction costs related to business combinations are recorded within selling, general, and administrative expenses. The Company acquired the outstanding units of Belami, Inc (“Belami”) and its subsidiaries on April 28, 2023. Belami is an online retailer and e-commerce provider specializing in home lighting, ceiling fans, and other home furnishings. The initial allocation of purchase price is subject to adjustment through April 2024. The allocation of purchase price may vary based on the number and fair value of the shares to be issued in April 2024. The initial allocation of the purchase price is as follows: SCHEDULE OF INITIAL ALLOCATION OF PURCHASE PRICE Assets acquired excluding identifiable intangible assets and goodwill $ 7,090,094 Customer relationships 4,500,000 E-commerce technology platforms 3,900,000 Goodwill 15,799,725 Assumed liabilities (10,949,178 ) Total Assets Acquired $ 20,340,641 Consideration: Cash outlay, net of cash acquired $ 4,206,200 Consideration payable 8,806,725 Shares of common stock issued at initial closing 7,327,716 Total purchase price $ 20,340,641 Consideration payable primarily consists of the fair value of cash and shares of the Company’s common stock amounting to $ 3.2 5.6 750,000 6 The goodwill recognized, none of which is deductible for income tax purposes, is attributable to the assembled workforce of Belami and to expected synergies and other benefits that the Company believes will result from combining its operations with Belami’s. The intangible assets recognized are primarily attributable to expected increased margins that the Company believes will result from Belami’s existing customer relationships and increased margins from the e-commerce technology platforms Belami has developed over the years. |
Cash, Cash Equivalents, and Restricted Cash | Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid securities with original maturities of three months or less when acquired to be cash equivalents. At September 30, 2023 and December 31, 2022, the Company’s cash composition was as follows: SCHEDULE OF CASH EQUIVALENTS AND RESTRICTED CASH September 30, 2023 December 31, 2022 Cash and cash equivalents $ 16,479,393 $ 6,720,543 Restricted cash 5,631,726 2,741,054 Total cash, cash equivalents and restricted cash $ 22,111,119 $ 9,461,597 |
Restricted Assets | Restricted Assets The Company issued a letter of credit of $ 2.7 2.7 750,000 2.0 |
Customer Contracts Balances | Customer Contracts Balances Accounts receivable are recorded in the period when the right to receive payment or other consideration becomes unconditional. Accounts receivable are recorded at the invoiced amount and are not interest bearing. The Company maintains an allowance for doubtful accounts based upon an estimate of probable credit losses in existing accounts receivable. The majority of the Company’s accounts receivable are from third-party payers and are paid within a few days from the order date. The Company determines the allowance based upon individual accounts when information indicates the customers may have an inability to meet their financial obligations, historical experience, and currently available evidence. As of September 30, 2023, and December 31, 2022, the Company’s allowance for doubtful accounts was $ 54,987 0 439,180 0 The Company defers the revenue related to undelivered customer orders for which it was paid or has a right to be paid at each measurement date. Such amounts are recognized as deferred revenues in the accompanying unaudited balance sheet. As of September 30, 2023, the deferred revenues amounted to $ 1,854,922 no The costs associated with such deferred revenues are recognized as deferred charges in the accompanying unaudited balance sheet. Such charges include the carrying value of related inventory, freight, and sales charges. The deferred charges amounted to $ 282,165 no |
Inventory | Inventory Inventories are stated at the lower of cost, determined on the first-in, first-out (FIFO) method. Cost principally consists of the purchase price (adjusted for lower of cost or market), customs, duties, and freight. The Company periodically reviews historical sales activity to determine potentially obsolete items and evaluates the impact of any anticipated changes in future demand. SCHEDULE OF INVENTORY September 30, 2023 December 31, 2022 Inventory, component parts $ 2,682,219 $ 1,923,540 Inventory, finished goods 2,702,820 — Total inventory $ 5,385,039 $ 1,923,540 |
Intangible Assets | Intangible Assets Intangible assets were recorded in connection with the acquisition of Belami. Intangible assets with finite lives, which consist of customer relationships and e-commerce technology platforms, are being amortized over their estimated useful lives on a straight-line basis. Such intangible assets are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company assesses the recoverability of its intangible assets by determining whether the unamortized balance can be recovered over the assets’ remaining estimated useful life through undiscounted estimated future cash flows. If undiscounted estimated future cash flows indicate that the unamortized amounts will not be recovered, an adjustment will be made to reduce such amounts to fair value based on estimated future cash flows discounted at a rate commensurate with the risk associated with achieving such cash flows. Estimated future cash flows are based on trends of historical performance and the Company’s estimate of future performance, considering existing and anticipated competitive and economic conditions. |
Goodwill | Goodwill Goodwill, which was recorded in connection with the acquisition of Belami, is not subject to amortization and is tested for impairment annually, or more frequently if events or changes in circumstances indicate that the asset may be impaired. Goodwill represents the excess of the purchase price of Belami over the fair value of its identifiable net assets acquired. Goodwill is tested for impairment at the reporting unit level. Fair value is typically based upon estimated future cash flows discounted at a rate commensurate with the risk involved or market-based comparables. If the carrying amount of the reporting unit’s net assets exceeds its fair value, then an analysis will be performed to compare the implied fair value of goodwill with the carrying amount of goodwill. An impairment loss will be recognized in an amount equal to the excess of the carrying amount over its implied fair value. After an impairment loss is recognized, the adjusted carrying amount of goodwill is its new accounting basis. Accounting guidance on the testing of goodwill for impairment allows entities testing goodwill for impairment the option of performing a qualitative assessment to determine the likelihood of goodwill impairment and whether it is necessary to perform such two-step impairment test. The initial carrying value of goodwill associated with the Belami acquisition may vary during the first year of initial purchase (through April 2024) if the carrying value of the assets acquired or assumed liabilities or the fair value of the shares issuable in April 2024 varies from the initial allocation of assets previously performed or based on the number of shares the Company has to issue in April 2024. |
Revenue Recognition | Revenue Recognition The Company currently generates revenues substantially from home lighting, ceiling fans, and smart products through its family of internet sites and marketplaces. A substantial portion of the Company’s customers’ orders are made and paid contemporaneously by credit card and shipped through third-party delivery providers. The Company recognizes revenues once it concludes that the control of the product is transferred to the customer, which is upon delivery. The Company records reductions to revenue for estimated customer sales returns and replacements, net of sales tax. The Company receives rebate and cooperative allowances based on a percentage of periodic purchases from certain vendors. These vendor considerations are reflected as a reduction of costs of revenues. The vendor considerations, the rights of returns and replacements are based upon estimates that are determined by historical experience, contractual terms, and current market conditions. The primary factors affecting the Company’s accrual for estimated customer rights of returns include estimated customer return rates as well as the number of units shipped that have a right of return that have not expired as of the measurement date. |
Loss Per Share | Loss Per Share Basic net earnings (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. The Company uses the “treasury stock” method to determine whether there is a dilutive effect of outstanding convertible debt, option, and warrant contracts. For the three and nine months ended September 30, 2023 and 2022, the Company recognized net loss and a dilutive net loss, and the effect of considering any common stock equivalents would have been antidilutive for the period. Therefore, a separate computation of diluted earnings (loss) per share is not presented for the periods presented. The Company had the following anti-dilutive common stock equivalents at September 30, 2023 and 2022: SCHEDULE OF EARNING (LOSS) PER SHARE September 30, 2023 September 30, 2022 Stock warrants 2,063,522 939,895 Stock options 35,084,598 33,390,500 Convertible notes 3,920,005 86,668 Preferred stock - 880,400 Total 41,068,125 35,297,463 |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on its consolidated financial statements. |
Change in Accounting Principles | Change in Accounting Principles Historically, the Company recognized its revenues of products shipped by third-party providers upon shipment. During the second quarter of 2023, the Company changed its revenue recognition policy as it believes that it is preferable to recognize the revenues of products shipped by such third-party providers upon delivery. This revenue recognition method is consistent with the method used by Belami. The change in accounting principle does not significantly impact on the revenues historically recorded by the Company. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF INITIAL ALLOCATION OF PURCHASE PRICE | SCHEDULE OF INITIAL ALLOCATION OF PURCHASE PRICE Assets acquired excluding identifiable intangible assets and goodwill $ 7,090,094 Customer relationships 4,500,000 E-commerce technology platforms 3,900,000 Goodwill 15,799,725 Assumed liabilities (10,949,178 ) Total Assets Acquired $ 20,340,641 Consideration: Cash outlay, net of cash acquired $ 4,206,200 Consideration payable 8,806,725 Shares of common stock issued at initial closing 7,327,716 Total purchase price $ 20,340,641 |
SCHEDULE OF CASH EQUIVALENTS AND RESTRICTED CASH | The Company considers all highly liquid securities with original maturities of three months or less when acquired to be cash equivalents. At September 30, 2023 and December 31, 2022, the Company’s cash composition was as follows: SCHEDULE OF CASH EQUIVALENTS AND RESTRICTED CASH September 30, 2023 December 31, 2022 Cash and cash equivalents $ 16,479,393 $ 6,720,543 Restricted cash 5,631,726 2,741,054 Total cash, cash equivalents and restricted cash $ 22,111,119 $ 9,461,597 |
SCHEDULE OF INVENTORY | SCHEDULE OF INVENTORY September 30, 2023 December 31, 2022 Inventory, component parts $ 2,682,219 $ 1,923,540 Inventory, finished goods 2,702,820 — Total inventory $ 5,385,039 $ 1,923,540 |
SCHEDULE OF EARNING (LOSS) PER SHARE | The Company had the following anti-dilutive common stock equivalents at September 30, 2023 and 2022: SCHEDULE OF EARNING (LOSS) PER SHARE September 30, 2023 September 30, 2022 Stock warrants 2,063,522 939,895 Stock options 35,084,598 33,390,500 Convertible notes 3,920,005 86,668 Preferred stock - 880,400 Total 41,068,125 35,297,463 |
FURNITURE AND EQUIPMENT (Tables
FURNITURE AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF FURNITURE AND EQUIPMENT | Furniture and equipment consisted of the following: SCHEDULE OF FURNITURE AND EQUIPMENT September 30, 2023 December 31, 2022 Machinery and equipment $ 317,462 $ 67,419 Computer equipment 6,846 6,846 Furniture and fixtures 36,059 36,059 Tooling and production 577,559 534,204 Leasehold improvements 30,553 30,553 Software development costs net 150,713 - Total 1,119,192 675,081 Less: accumulated depreciation (526,672 ) (459,083 ) Total, net $ 592,520 $ 215,998 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSETS | The Company’s definite-lived intangible assets were as follows: SCHEDULE OF INTANGIBLE ASSETS September 30, 2023 December 31, 2022 Useful life Carrying Value Accumulated Amortization Net carrying value Carrying Value Accumulated Amortization Net carrying value Customer relationships 7 $ 4,500,000 $ (267,857 ) $ 4,232,143 $ - $ - $ - E-commerce technology platforms 4 3,900,000 (406,250 ) 3,493,750 - - - Patents and other 20 886,381 (175,856 ) 710,505 869,822 (207,020 ) 662,802 $ 9,286,381 $ (849,963 ) $ 8,436,398 $ 869,822 $ (207,020 ) $ 662,802 |
SCHEDULE OF INTANGIBLE ASSETS AMORTIZATION EXPENSE | The following table sets forth the estimated amortization expense for the following five years: SCHEDULE OF INTANGIBLE ASSETS AMORTIZATION EXPENSE Twelve months ended September 30, 2024 $ 1,673,613 2025 1,673,613 2026 1,673,613 2027 1,511,113 2028 698,613 |
DEBTS (Tables)
DEBTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF DEBT TABLE | The following table presents the details of the principal outstanding: SCHEDULE OF DEBT TABLE September 30, 2023 December 31, 2022 APR September 30, 2023 % Maturity Collateral Notes payable $ - $ 5,115,000 N/A September 2026 Substantially all company assets Line of credit (a) 2,697,695 - 8.5 August 2024 - Loan 1,500,000 - 7.93 August 2026 - Convertible Notes (b) 11,650,000 1,300,000 6.00 10.00 September 2023-March 2026 Substantially all company assets Notes payable to Belami sellers 239,266 - 4.86 April 2025 - SBA-related loans (c) 153,187 157,835 3.75 April 2025=November 2052 Substantially all company assets Total $ 16,240,148 $ 6,572,835 Unamortized debt discount $ (4,689,721 ) $ - Debt, net of Unamortized debt Discount $ 11,550,427 $ 6,572,835 |
SCHEDULE OF INTEREST EXPENSE | SCHEDULE OF INTEREST EXPENSE For the nine-month period ended September 30, 2023 2022 Interest expense associated with debt 1,214,920 172,421 |
SCHEDULE OF FUTURE PRINCIPAL PAYMENTS | As of September 30, 2023, the expected future principal payments for the Company’s debt are due as follows: SCHEDULE OF FUTURE PRINCIPAL PAYMENTS Remainder of 2023 1,565,436 2024 3,423,751 2025 526,685 2026 10,583,359 2027 3,040 2028 and thereafter 137,877 Total $ 16,240,148 (a) The unpaid principal bears annual interest at the Wall Street Journal prime rate. (b) Included in Convertible Notes are loans provided to the Company from one director, two officers and two investors. The notes each have the following terms: three-year subordinated convertible promissory note of principal face amounts. Subject to other customary terms, the Convertible Notes mature between October 2023 and January 2024 and bear interest at an annual rate of 6 15 All convertible notes are convertible at a price ranging between $ 2.70 15 During the nine-month period ended September 30, 2023, the Company issued convertible promissory notes for $ 10.4 1,391,667 2.70 5.6 700,000 (c) The Small Business Administration forgave approximately $ 178,000 |
OPERATING LEASE LIABILITIES (Ta
OPERATING LEASE LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Operating Lease Liabilities | |
SCHEDULE OF LEASE COST OPERATING LEASE | The following table outlines the total lease cost for the Company’s operating leases as well as weighted average information for these leases as of September 30, 2023: SCHEDULE OF LEASE COST OPERATING LEASE September 30, 2023 Lease costs: Cash paid for operating lease liabilities $ 710,135 Right-of-use assets obtained in exchange for new operating lease obligations $ 22,072,530 Fixed rent payment $ 746,652 Lease – Depreciation expense $ 1,404,634 September 30, 2023 Other information: Weighted-average discount rate 6.41 % Weighted-average remaining lease term (in months) 105 |
SCHEDULE OF MINIMUM LEASE OBLIGATION | SCHEDULE OF MINIMUM LEASE OBLIGATION Minimum Lease obligation 2024 $ 3,716,661 2025 3,527,956 2026 3,568,891 2027 3,446,601 2028 and thereafter 19,159,060 Total $ 33,419,169 |
ROYALTY OBLIGATIONS (Tables)
ROYALTY OBLIGATIONS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Royalty Obligations | |
SCHEDULE OF ROYALTY OBLIGATIONS | SCHEDULE OF ROYALTY OBLIGATIONS Net Sales in Contract Year Percentage of Contract Year Net Sales owed to GE $ 0 50,000,000 7 % $ 50,000,001 100,000,000 6 % $ 100,000,000 5 % |
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 | Accounts payable and accrued expenses consisted of the following: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES September 30, 2023 December 31, 2022 Accrued interest $ 523,796 $ 104,735 Trade payables 10,346,558 1,369,701 Accrued compensation 438,317 475,417 Total $ 11,308,671 $ 1,949,823 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
SCHEDULE OF COMMON STOCK | The Company issued the following common stock during the nine months ended September 30, 2023 and 2022: SCHEDULE OF COMMON STOCK Transaction Type Shares Issued Valuation $ Range of Value Per Share 2023 Equity Transactions Common stock issued, pursuant to services provided 2,238,668 13,109,135 $ 1.22 3.82 Common stock issued pursuant to stock at the market offering, gross 3,576,458 8,231,529 2.55 3.25 Common stock issued pursuant to conversion of preferred stock 580,400 220,099 0.25 Common stock issued pursuant to acquisition 1,923,285 7,327,716 3.81 Common stock issued pursuant to extinguishment of debt 574,713 2,040,231 3.55 Transaction Type Shares Issued Valuation $ (Issued) Range of Value Per Share 2022 Equity Transactions Common stock issued per exercise of options and warrants 1,033,640 $ 390,624 $ 0.10 14.0 Common stock issued, pursuant to services provided 865,528 13,957,145 2.0 14.0 Conversion of preferred stock 12,376,536 3,094,134 0.25 Issuance of common stock pursuant to offering, net 1,650,000 20,552,000 14.0 Issuance of common stock, pursuant to anti-dilutive provisions 335,073 4,691,022 14.0 |
SCHEDULE OF NON-VESTED RESTRICTED STOCK | A summary of the Company’s non-vested restricted stock units during the nine-month ended September 30, 2023 and 2022 are as follows : SCHEDULE OF NON-VESTED RESTRICTED STOCK Shares Weighted Average Grant Due Fair Value Non-vested restricted stock units, January 1, 2023 $ 2,516,461 $ 8.39 Granted 4,110,924 2.21 Vested (2,325,308 ) 4.25 Forfeited (256,402 ) 10.70 Non-Vested restricted stock units, September 30, 2023 4,045,675 5.27 Non-vested restricted stock units, January 1, 2022 770,500 3.31 Granted 2,179,121 10.60 Vested (770,121 ) 7.07 Forfeited - - Non-vested restricted stock units on September 30, 2022 2,179,500 9.27 |
SCHEDULE OF STOCK OPTION ACTIVITY | The following is a summary of the Company’s stock option activity during the nine-month periods ended September 30, 2023 and 2022: SCHEDULE OF STOCK OPTION ACTIVITY Options Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (In Years) Aggregate Intrinsic Value Outstanding, January 1, 2023 33,289,250 $ 7.7 - $ 2,370,800 Exercised (661,250 ) 1.66 –– $ - Granted 2,221,350 2.85 - - Forfeited (426,002 ) $ 4.0 - - - - - Outstanding, September 30, 2023 35,084,598 $ 7.5 2.9 $ 2,379,800 Exercisable, September 30, 2023 13,247,370 $ 4.4 2.31 $ 2,373,050 Options Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (In Years) Aggregate Intrinsic Value Outstanding, January 1, 2022 15,050,500 $ 3.81 4.07 $ 14,055,450 Exercised (661,250 ) 1.66 –– $ - Granted 19,632,500 10.35 –– Forfeited (593,750 ) 3.03 $ - Outstanding, September 30, 2022 33,428,000 $ 7.71 3.67 $ 12,255,963 Exercisable, September 30, 2022 12,276,789 $ 3.91 2.93 $ 12,049,538 |
SCHEDULE OF WARRANT ACTIVITY | The following is a summary of the Company’s warrant activity during the nine-month periods ended September 30, 2023 and 2022: SCHEDULE OF WARRANT ACTIVITY Number of Warrants Weighted Average Exercise Price Balance, January 1, 2023 671,855 $ 11.5 Issued 1,391,667 3.0 Exercised — — Forfeited — — Balance, September 30, 2023 2,063,522 $ 5.76 Number of Warrants Weighted Average Exercise Price Balance, January 1, 2022 2,127,895 $ 5.4 Exercised (535,000 ) 3.3 Issued 132,000 18.2 Forfeited (785,000 ) 3.01 Balance, September 30, 2022 939,895 $ 9.16 |
SCHEDULE OF OPTIONS GRANTED UNDER BLACK SCHOLES PRICING MODEL ASSUMPTIONS | SCHEDULE OF OPTIONS GRANTED UNDER BLACK SCHOLES PRICING MODEL ASSUMPTIONS September 30, 2023 September 30, 2022 Range Range Stock price $ 3.74 3.84 $ 6.00 12.34 Exercise price $ 3.74 3.84 $ 6.00 14.00 Expected life (in years) 3.5 5 1.5 10.0 Volatility 48 54 % 37 54 % Risk-fee interest rate 3.51 5.02 % 1.37 2.97 % Dividend yield — — |
PROFORMA FINANCIAL STATEMENTS_2
PROFORMA FINANCIAL STATEMENTS (unaudited) (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Proforma Financial Statements | |
SCHEDULE OF PROFORMA CONSOLIDATED RESULTS OF OPERATION | The following pro forma consolidated results of operations have been prepared as if the acquisition occurred on January 1, 2022: SCHEDULE OF PROFORMA CONSOLIDATED RESULTS OF OPERATION 2023 2022 2023 2022 Three-month period ended Nine-month period ended 2023 2022 2023 2022 Revenues $ 21,617,579 $ 20,803,141 $ 60,649,120 $ 66,457,914 Net loss $ (7,627,777 ) $ (6,208,867 ) $ (26,430,206 ) $ (23,061,755 ) Basic and diluted loss per share $ (0.08 ) $ (0.07 ) $ (0.28 ) $ (0.27 ) Weighted average number of shares outstanding- basic and diluted 96,794,462 87,275,830 92,768,792 84,064,095 |
SCHEDULE OF INITIAL ALLOCATION
SCHEDULE OF INITIAL ALLOCATION OF PURCHASE PRICE (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Goodwill | $ 15,799,725 | |
Belami [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Assets acquired excluding identifiable intangible assets and goodwill | 7,090,094 | |
Goodwill | 15,799,725 | |
Assumed liabilities | (10,949,178) | |
Total Assets Acquired | 20,340,641 | |
Cash outlay, net of cash acquired | 4,206,200 | |
Consideration payable | 8,806,725 | |
Shares of common stock issued at initial closing | 7,327,716 | |
Total purchase price | 20,340,641 | |
Belami [Member] | Customer Relationships [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Intangibles assets | 4,500,000 | |
Belami [Member] | E Commerce Technology Platforms [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Intangibles assets | $ 3,900,000 |
SCHEDULE OF CASH EQUIVALENTS AN
SCHEDULE OF CASH EQUIVALENTS AND RESTRICTED CASH (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 16,479,393 | $ 6,720,543 | |
Restricted cash | 5,631,726 | 2,741,054 | $ 2,700,000 |
Total cash, cash equivalents and restricted cash | $ 22,111,119 | $ 9,461,597 |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Inventory, component parts | $ 2,682,219 | $ 1,923,540 |
Inventory, finished goods | 2,702,820 | |
Total inventory | $ 5,385,039 | $ 1,923,540 |
SCHEDULE OF EARNING (LOSS) PER
SCHEDULE OF EARNING (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 | 41,068,125 | 35,297,463 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 2,063,522 | 939,895 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 35,084,598 | 33,390,500 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 3,920,005 | 86,668 |
Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 880,400 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 |
Restructuring Cost and Reserve [Line Items] | |||
Escrow deposit | $ 750,000 | ||
Restricted cash | 5,631,726 | $ 2,741,054 | $ 2,700,000 |
Restricted investments | 2,700,000 | 2,700,000 | |
Line of credit | 2,000,000 | ||
Allowance for doubtful accounts | 54,987 | 0 | |
Allowance for sales returns | 439,180 | 0 | |
Deferred revenues | 1,854,922 | 0 | |
Deferred charges | $ 282,165 | ||
Belami [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Cash held in escrow | 6% | ||
Belami [Member] | April 2024 [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Fair value of the cash | $ 3,200,000 | ||
Share value payable | 5,600,000 | ||
Belami [Member] | July 2024 [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Escrow deposit | $ 750,000 |
SCHEDULE OF FURNITURE AND EQUIP
SCHEDULE OF FURNITURE AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 1,119,192 | $ 675,081 |
Less: accumulated depreciation | (526,672) | (459,083) |
Total, net | 592,520 | 215,998 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 317,462 | 67,419 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 6,846 | 6,846 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 36,059 | 36,059 |
Tooling and Production [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 577,559 | 534,204 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | 30,553 | 30,553 |
Software Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 150,713 |
FURNITURE AND EQUIPMENT (Detail
FURNITURE AND EQUIPMENT (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 67,897 | $ 32,648 |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Carrying Value | $ 9,286,381 | $ 869,822 |
Accumulated Amortization | (849,963) | (207,020) |
Net carrying value | $ 8,436,398 | 662,802 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 7 years | |
Carrying Value | $ 4,500,000 | |
Accumulated Amortization | (267,857) | |
Net carrying value | $ 4,232,143 | |
E Commerce Technology Platforms [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 4 years | |
Carrying Value | $ 3,900,000 | |
Accumulated Amortization | (406,250) | |
Net carrying value | $ 3,493,750 | |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful life | 20 years | |
Carrying Value | $ 886,381 | 869,822 |
Accumulated Amortization | (175,856) | (207,020) |
Net carrying value | $ 710,505 | $ 662,802 |
SCHEDULE OF INTANGIBLE ASSETS A
SCHEDULE OF INTANGIBLE ASSETS AMORTIZATION EXPENSE (Details) | Sep. 30, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 | $ 1,673,613 |
2025 | 1,673,613 |
2026 | 1,673,613 |
2027 | 1,511,113 |
2028 | $ 698,613 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 642,943 | $ 37,753 |
SCHEDULE OF DEBT TABLE (Details
SCHEDULE OF DEBT TABLE (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||
Total | $ 16,240,148 | $ 6,572,835 |
Unamortized debt discount | (4,689,721) | |
Debt, net of Unamortized debt Discount | 11,550,427 | 6,572,835 |
Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Total | 5,115,000 | |
Maturity date description | September 2026 | |
Line of Credit [Member] | ||
Short-Term Debt [Line Items] | ||
Total | $ 2,697,695 | |
Maturity date description | August 2024 | |
Debt instrument interest rate stated percentage | 8.50% | |
Loan [Member] | ||
Short-Term Debt [Line Items] | ||
Total | $ 1,500,000 | |
Maturity date description | August 2026 | |
Debt instrument interest rate stated percentage | 7.93% | |
Convertible Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Total | $ 11,650,000 | 1,300,000 |
Maturity date description | September 2023-March 2026 | |
Debt instrument interest rate stated percentage | 6% | |
Convertible Notes [Member] | Minimum [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument interest rate stated percentage | 6% | |
Convertible Notes [Member] | Maximum [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument interest rate stated percentage | 10% | |
Notes Payable One [Member] | ||
Short-Term Debt [Line Items] | ||
Total | $ 239,266 | |
Maturity date description | April 2025 | |
Debt instrument interest rate stated percentage | 4.86% | |
SBA Related Loans [Member] | ||
Short-Term Debt [Line Items] | ||
Total | $ 153,187 | $ 157,835 |
Maturity date description | April 2025=November 2052 | |
Debt instrument interest rate stated percentage | 3.75% |
SCHEDULE OF INTEREST EXPENSE (D
SCHEDULE OF INTEREST EXPENSE (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Debt Disclosure [Abstract] | ||
Interest expense | $ 1,214,920 | $ 172,421 |
SCHEDULE OF FUTURE PRINCIPAL PA
SCHEDULE OF FUTURE PRINCIPAL PAYMENTS (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
Remainder of 2023 | $ 1,565,436 | |
2024 | 3,423,751 | |
2025 | 526,685 | |
2026 | 10,583,359 | |
2027 | 3,040 | |
2028 and thereafter | 137,877 | |
Total | $ 16,240,148 | $ 6,572,835 |
SCHEDULE OF DEBT TABLE (Detai_2
SCHEDULE OF DEBT TABLE (Details) (Parenthetical) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Convertible Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Interest rate | 6% | |
Debt Instrument conversion price | $ 15 | |
Convertible notes payable | $ 10,400,000 | |
Warrents | 1,391,667 | |
Exercise price | $ 2.70 | |
Debt instrument convertible beneficial conversion feature | $ 5,600,000 | |
Amortization of debt discount | $ 700,000 | |
Convertible Notes [Member] | Minimum [Member] | ||
Short-Term Debt [Line Items] | ||
Interest rate | 6% | |
Debt Instrument conversion price | $ 2.70 | |
Convertible Notes [Member] | Maximum [Member] | ||
Short-Term Debt [Line Items] | ||
Interest rate | 10% | |
Debt Instrument conversion price | $ 15 | |
Paycheck Protection Program Loans [Member] | ||
Short-Term Debt [Line Items] | ||
Debt forgiveness | $ 178,000 |
SCHEDULE OF LEASE COST OPERATIN
SCHEDULE OF LEASE COST OPERATING LEASE (Details) | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Operating Lease Liabilities | |
Cash paid for operating lease liabilities | $ 710,135 |
Right-of-use assets obtained in exchange for new operating lease obligations | 22,072,530 |
Fixed rent payment | 746,652 |
Lease - Depreciation expense | $ 1,404,634 |
Operating lease, weighted average discount rate, percentage | 6.41% |
Operating lease, weighted average remaining lease term | 105 months |
SCHEDULE OF MINIMUM LEASE OBLIG
SCHEDULE OF MINIMUM LEASE OBLIGATION (Details) | Sep. 30, 2023 USD ($) |
Operating Lease Liabilities | |
2024 | $ 3,716,661 |
2025 | 3,527,956 |
2026 | 3,568,891 |
2027 | 3,446,601 |
2028 and thereafter | 19,159,060 |
Total | $ 33,419,169 |
OPERATING LEASE LIABILITIES (De
OPERATING LEASE LIABILITIES (Details Narrative) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Apr. 30, 2022 |
Lessee, Lease, Description [Line Items] | ||||
Restricted cash | $ 5,631,726 | $ 2,741,054 | $ 2,700,000 | |
58-Month Lease [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease, liability | $ 1,428,764 | |||
124-Month Lease [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease, liability | $ 22,200,000 |
SCHEDULE OF ROYALTY OBLIGATIONS
SCHEDULE OF ROYALTY OBLIGATIONS (Details) (Parenthetical) | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Tier One [Member] | Minimum [Member] | |
Guarantor Obligations [Line Items] | |
Net Sales in Contract Year | $ 0 |
Tier One [Member] | Maximum [Member] | |
Guarantor Obligations [Line Items] | |
Net Sales in Contract Year | 50,000,000 |
Tier Two [Member] | Minimum [Member] | |
Guarantor Obligations [Line Items] | |
Net Sales in Contract Year | 50,000,001 |
Tier Two [Member] | Maximum [Member] | |
Guarantor Obligations [Line Items] | |
Net Sales in Contract Year | 100,000,000 |
Tier Three [Member] | |
Guarantor Obligations [Line Items] | |
Net Sales in Contract Year | $ 100,000,000 |
SCHEDULE OF ROYALTY OBLIGATIO_2
SCHEDULE OF ROYALTY OBLIGATIONS (Details) | 9 Months Ended |
Sep. 30, 2023 | |
Tier One [Member] | |
Guarantor Obligations [Line Items] | |
Percentage of Contract Year Net Sales owed to GE | 7% |
Tier Two [Member] | |
Guarantor Obligations [Line Items] | |
Percentage of Contract Year Net Sales owed to GE | 6% |
Tier Three [Member] | |
Guarantor Obligations [Line Items] | |
Percentage of Contract Year Net Sales owed to GE | 5% |
ROYALTY OBLIGATIONS (Details Na
ROYALTY OBLIGATIONS (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Royalty guarantees commitments amount | $ 2,638,000 | $ 2,638,000 |
License Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Proceeds from royalties | $ 50,000,000 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued interest | $ 523,796 | $ 104,735 |
Trade payables | 10,346,558 | 1,369,701 |
Accrued compensation | 438,317 | 475,417 |
Total | $ 11,308,671 | $ 1,949,823 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Apr. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||||
Number of shares issued | 574,713 | |||
IPO [Member] | ||||
Related Party Transaction [Line Items] | ||||
Number of shares issued | 455,353 | |||
Proceeds from IPO | $ 6,374,942 | |||
Chief Executive Officer [Member] | Director [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party transactions amount | $ 950,000 | |||
Accrued interest | $ 127,595 | $ 104,375 | ||
Chief Executive Officer [Member] | Two Directors [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party transactions amount | $ 950,000 | |||
Director [Member] | IPO [Member] | ||||
Related Party Transaction [Line Items] | ||||
Number of shares issued | 95,386 |
SCHEDULE OF COMMON STOCK (Detai
SCHEDULE OF COMMON STOCK (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Issuance of common stock pursuant to offering, net, Shares Issued | 574,713 | ||||
Issuance of common stock pursuant to offering, net, Valuation issued | $ 2,000,000 | ||||
Issuance of common stock, pursuant to anti-dilutive provisions, Valuation issued | $ 4,691,022 | ||||
Common Stock [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Common stock issued, pursuant to services provided, Shares Issued | 593,767 | 322,579 | 2,283,668 | 865,528 | |
Issuance of common stock pursuant to offering, net, Shares Issued | 592,150 | 3,576,458 | 1,650,000 | ||
Common stock issued pursuant to acquisition, Shares Issued | 1,923,285 | ||||
Conversion of preferred stock, Shares Issued | 1,000,000 | 580,400 | 12,376,536 | ||
Common Stock [Member] | 2023 Equity Transactions [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Common stock issued, pursuant to services provided, Shares Issued | 2,238,668 | ||||
Common stock issued, pursuant to services provided, Valuation issued | $ 13,109,135 | ||||
Issuance of common stock pursuant to offering, net, Shares Issued | 3,576,458 | ||||
Issuance of common stock pursuant to offering, net, Valuation issued | $ 8,231,529 | ||||
Common stock issued pursuant to conversion of preferred stock, Shares Issued | 580,400 | ||||
Common stock issued pursuant to conversion of preferred stock, Valuation issued | $ 220,099 | ||||
Common stock issued, pursuant to services provided, Range of value per share | $ 0.25 | $ 0.25 | |||
Common stock issued pursuant to acquisition, Shares Issued | 1,923,285 | ||||
Common stock issued pursuant to acquisition, Valuation issued | $ 7,327,716 | ||||
Conversion of preferred stock, Range of value per share | 3.81 | $ 3.81 | |||
Common stock issued pursuant to extinguishment of debt, Shares Issued | 574,713 | ||||
Common stock issued pursuant to extinguishment of debt, Valuation issued | $ 2,040,231 | ||||
Issuance of common stock pursuant to offering, net, Range of value per share | 3.55 | $ 3.55 | |||
Common Stock [Member] | 2023 Equity Transactions [Member] | Minimum [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Common stock issued per exercise of options and warrants, Range of value per share | 1.22 | 1.22 | |||
Common stock issued pursuant to stock at the market offering, Range of value per share | 2.55 | 2.55 | |||
Common Stock [Member] | 2023 Equity Transactions [Member] | Maximum [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Common stock issued per exercise of options and warrants, Range of value per share | 3.82 | 3.82 | |||
Common stock issued pursuant to stock at the market offering, Range of value per share | $ 3.25 | $ 3.25 | |||
Common Stock [Member] | 2022 Equity Transactions [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Common stock issued, pursuant to services provided, Shares Issued | 865,528 | ||||
Common stock issued, pursuant to services provided, Valuation issued | $ 13,957,145 | ||||
Issuance of common stock pursuant to offering, net, Shares Issued | 1,650,000 | ||||
Issuance of common stock pursuant to offering, net, Valuation issued | $ 20,552,000 | ||||
Conversion of preferred stock, Range of value per share | $ 0.25 | $ 0.25 | |||
Issuance of common stock pursuant to offering, net, Range of value per share | 14 | $ 14 | |||
Common stock issued per exercise of options and warrants, Shares Issued | 1,033,640 | ||||
Common stock issued per exercise of options and warrants, Valuation Issued | $ 390,624 | ||||
Conversion of preferred stock, Shares Issued | 12,376,536 | ||||
Conversion of preferred stock, Valuation issued | $ 3,094,134 | ||||
Issuance of common stock, pursuant to anti-dilutive provisions, Shares Issued | 335,073 | ||||
Issuance of common stock, pursuant to anti-dilutive provisions, Valuation issued | $ 4,691,022 | ||||
Issuance of common stock, pursuant to anti-dilutive provisions, Range of value per share | 14 | $ 14 | |||
Common Stock [Member] | 2022 Equity Transactions [Member] | Minimum [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Common stock issued per exercise of options and warrants, Range of value per share | 0.10 | 0.10 | |||
Common stock issued, pursuant to services provided, Range of value per share | 2 | 2 | |||
Common Stock [Member] | 2022 Equity Transactions [Member] | Maximum [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Common stock issued per exercise of options and warrants, Range of value per share | 14 | 14 | |||
Common stock issued, pursuant to services provided, Range of value per share | $ 14 | $ 14 |
SCHEDULE OF NON-VESTED RESTRICT
SCHEDULE OF NON-VESTED RESTRICTED STOCK (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Non-vested restricted stock units, granted | 2,221,350 | 19,632,500 |
Restricted Stock Units (RSUs) [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Non-vested restricted stock units, beginning balance | 2,516,461 | 770,500 |
Non-vested restricted stock units, Weighted average grant due fair value, beginning balance | $ 8.39 | $ 3.31 |
Non-vested restricted stock units, granted | 4,110,924 | 2,179,121 |
Non-vested restricted stock units, Weighted average grant due fair value, granted | $ 2.21 | $ 10.60 |
Non-vested restricted stock units, vested | (2,325,308) | (770,121) |
Non-vested restricted stock units, Weighted average grant due fair value, vested | $ 4.25 | $ 7.07 |
Non-vested restricted stock units, forfeited | (256,402) | |
Non-vested restricted stock units, Weighted average grant due fair value, forfeited | $ 10.70 | |
Non-vested restricted stock units, ending balance | 4,045,675 | 2,179,500 |
Non-vested restricted stock units, Weighted average grant due fair value, ending balance | $ 5.27 | $ 9.27 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | |||
Number of shares, outstanding | 33,289,250 | 15,050,500 | |
Weighted Average Exercise Price, Outstanding beginning | $ 7.7 | $ 3.81 | |
Aggregate Intrinsic value, Outstanding beginning | $ 2,370,800 | $ 14,055,450 | |
Number of shares, Exercised | (661,250) | (661,250) | |
Weighted Average Exercise Price, Exercised | $ 1.66 | $ 1.66 | |
Number of shares, Granted | 2,221,350 | 19,632,500 | |
Weighted Average Exercise Price, Granted | $ 2.85 | $ 10.35 | |
Number of shares, Forfeited | (426,002) | (593,750) | |
Weighted Average Exercise Price, Forfeited | $ 4 | $ 3.03 | |
Number of shares, outstanding ending | 35,084,598 | 33,428,000 | 15,050,500 |
Weighted Average Exercise Price, Outstanding ending | $ 7.5 | $ 7.71 | $ 3.81 |
Weighted Average Remaining Contractual Life in Years, Outstanding | 2 years 10 months 24 days | 3 years 8 months 1 day | 4 years 25 days |
Aggregate Intrinsic value, Outstanding ending | $ 2,379,800 | $ 12,255,963 | $ 14,055,450 |
Number of shares, Exercisable | 13,247,370 | 12,276,789 | |
Weighted Average Exercise Price, Exercisable ending | $ 4.4 | $ 3.91 | |
Weighted Average Remaining Contractual Life in Years, Exercisable ending | 2 years 3 months 21 days | 2 years 11 months 4 days | |
Aggregate Intrinsic value, Exercisable ending | $ 2,373,050 | $ 12,049,538 |
SCHEDULE OF WARRANT ACTIVITY (D
SCHEDULE OF WARRANT ACTIVITY (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Equity [Abstract] | ||
Number of Warrants, Beginning balance | 671,855 | 2,127,895 |
Weighted average exercise price outstanding, beginning | $ 11.5 | $ 5.4 |
Number of Warrants, Issued | 1,391,667 | 132,000 |
Weighted Average Exercise Price, Issued | $ 3 | $ 18.2 |
Number of Warrants, Exercised | 535,000 | |
Weighted Average Exercise Price, Exercised | $ 3.3 | |
Number of Warrants, Forfeited | 785,000 | |
Weighted Average Exercise Price, Forfeited | $ 3.01 | |
Number of Warrants, Ending balance | 2,063,522 | 939,895 |
Weighted average exercise price outstanding, ending | $ 5.76 | $ 9.16 |
Number of Warrants, Exercised | (535,000) | |
Number of Warrants, Forfeited | (785,000) |
SCHEDULE OF OPTIONS GRANTED UND
SCHEDULE OF OPTIONS GRANTED UNDER BLACK SCHOLES PRICING MODEL ASSUMPTIONS (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Dividend yield | ||
Minimum [Member] | ||
Share price | $ 3.74 | $ 6 |
Exercise price | $ 3.74 | $ 6 |
Expected term (in years) | 3 years 6 months | 1 year 6 months |
Expected volatility | 48% | 37% |
Risk-fee interest rate | 3.51% | 1.37% |
Maximum [Member] | ||
Share price | $ 3.84 | $ 12.34 |
Exercise price | $ 3.84 | $ 14 |
Expected term (in years) | 5 years | 10 years |
Expected volatility | 54% | 54% |
Risk-fee interest rate | 5.02% | 2.97% |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Common stock issued pursuant to offerings, shares | 574,713 | ||||
Notes payable | $ 6,200,000 | ||||
Number of shares paid | 2,000,000 | ||||
Gain on extinguishment of debt | $ 1,201,857 | $ 1,201,857 | $ 178,250 | ||
Unamortized future option expense | $ 37,400,000 | $ 37,400,000 | |||
Weighted average period to be recognized | 3 years 3 months 18 days | ||||
Share based compensation | $ 13,109,035 | $ 13,957,145 | |||
Preferred Stock [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Preferred stock, par value | $ 3.50 | $ 3.50 | |||
Sale of stock, price per share | $ 0.25 | $ 0.25 | |||
Conversion of stock shares | 580,400 | 12,376,536 | |||
Stockholders [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Common stock issued pursuant to offerings, shares | 335,073 |
CONCENTRATIONS OF RISKS (Detail
CONCENTRATIONS OF RISKS (Details Narrative) | 9 Months Ended |
Sep. 30, 2023 | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | One Third Party Payor [Member] | |
Concentration Risk [Line Items] | |
Concentration risk percentage | 24% |
SCHEDULE OF PROFORMA CONSOLIDAT
SCHEDULE OF PROFORMA CONSOLIDATED RESULTS OF OPERATION (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Proforma Financial Statements | ||||
Revenues | $ 21,617,579 | $ 20,803,141 | $ 60,649,120 | $ 66,457,914 |
Net loss | $ (7,627,777) | $ (6,208,867) | $ (26,430,206) | $ (23,061,755) |
Basic loss per share | $ (0.08) | $ (0.07) | $ (0.28) | $ (0.27) |
Diluted loss per share | (0.08) | (0.07) | (0.28) | (0.27) |
Weighted average number of shares outstanding basic | 96,794,462 | 87,275,830 | 92,768,792 | 84,064,095 |
Weighted average number of shares outstanding diluted | $ 96,794,462 | $ 87,275,830 | $ 92,768,792 | $ 84,064,095 |