Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Apr. 24, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Interactive Data Current | Yes | ||
ICFR Auditor Attestation Flag | false | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Documents Incorporated by Reference [Text Block] | Portions of the registrant’s definitive proxy statement relating to its 2024 annual meeting of shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The registrant’s definitive proxy statement will be filed with the U.S. Securities and Exchange Commission within 120 da | ||
Entity Information [Line Items] | |||
Entity Registrant Name | 1847 HOLDINGS LLC | ||
Entity Central Index Key | 0001599407 | ||
Entity File Number | 001-41368 | ||
Entity Tax Identification Number | 38-3922937 | ||
Entity Incorporation, State or Country Code | DE | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Public Float | $ 3.1 | ||
Entity Contact Personnel [Line Items] | |||
Entity Address, Address Line One | 590 Madison Avenue | ||
Entity Address, Address Line Two | 21st Floor | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10022 | ||
Entity Phone Fax Numbers [Line Items] | |||
City Area Code | (212) | ||
Local Phone Number | 417-9800 | ||
Entity Listings [Line Items] | |||
Title of 12(b) Security | Common Shares | ||
Trading Symbol | EFSH | ||
Security Exchange Name | NYSEAMER | ||
Entity Common Stock, Shares Outstanding | 5,292,851 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor [Table] | |
Auditor Name | Sadler, Gibb & Associates, LLC |
Auditor Firm ID | 3627 |
Auditor Location | Draper, UT |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 766,414 | $ 1,079,355 |
Investments | 278,521 | 277,310 |
Receivables, net | 7,551,969 | 5,215,568 |
Contract assets | 80,398 | 89,574 |
Inventories, net | 8,999,532 | 4,184,019 |
Prepaid expenses and other current assets | 1,037,798 | 379,875 |
Total Current Assets | 18,714,632 | 11,225,701 |
Property and equipment, net | 1,898,649 | 1,885,206 |
Operating lease right-of-use assets | 3,818,498 | 2,854,196 |
Long-term deposits | 153,735 | 82,197 |
Intangible assets, net | 4,974,348 | 9,985,129 |
Goodwill | 9,808,335 | 19,452,270 |
TOTAL ASSETS | 39,368,197 | 45,484,699 |
Current Liabilities | ||
Accounts payable and accrued expenses | 13,118,621 | 6,741,769 |
Contract liabilities | 5,451,591 | 5,412,953 |
Current portion of operating lease liabilities | 1,038,978 | 713,100 |
Current portion of finance lease liabilities | 178,906 | 185,718 |
Current portion of notes payable, net | 2,575,730 | 551,210 |
Current portion of convertible notes payable, net | 3,614,142 | |
Derivative liabilities | 1,389,203 | |
Total Current Liabilities | 28,139,223 | 14,161,291 |
Operating lease liabilities, net of current portion | 2,932,686 | 2,237,797 |
Finance lease liabilities, net of current portion | 605,242 | 784,148 |
Notes payable, net of current portion | 274,146 | 144,830 |
Convertible notes payable, net of current portion | 23,052,078 | 24,667,799 |
Revolving line of credit, net | 3,647,511 | |
Deferred tax liability, net | 758,000 | 599,000 |
TOTAL LIABILITIES | 59,408,886 | 42,594,865 |
Shareholders’ Equity (Deficit) | ||
Allocation shares, 1,000 shares authorized; 1,000 shares issued and outstanding as of December 31, 2023 and 2022 | 1,000 | 1,000 |
Common shares, $0.001 par value, 500,000,000 shares authorized; 915,581 and 56,789 shares issued and outstanding as of December 31, 2023 and 2022, respectively | 916 | 57 |
Distribution receivable | (2,000,000) | (2,000,000) |
Additional paid-in capital | 57,676,191 | 43,966,628 |
Accumulated deficit | (74,835,392) | (41,919,277) |
TOTAL 1847 HOLDINGS SHAREHOLDERS’ EQUITY (DEFICIT) | (18,726,409) | 2,601,335 |
NON-CONTROLLING INTERESTS | (1,314,280) | 288,499 |
TOTAL SHAREHOLDERS’ EQUITY (DEFICIT) | (20,040,689) | 2,889,834 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) | 39,368,197 | 45,484,699 |
Series A Senior Convertible Preferred Shares | ||
Shareholders’ Equity (Deficit) | ||
Senior convertible preferred shares, value | 190,377 | 1,338,746 |
Series B Senior Convertible Preferred Shares | ||
Shareholders’ Equity (Deficit) | ||
Senior convertible preferred shares, value | 240,499 | 1,214,181 |
Related Party | ||
Current Liabilities | ||
Due to related parties | 193,762 | 193,762 |
Related party note payable | $ 578,290 | $ 362,779 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Allocation shares, authorized | 1,000 | 1,000 |
Allocation shares, issued | 1,000 | 1,000 |
Allocation shares, outstanding | 1,000 | 1,000 |
Common shares, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common shares, shares authorized | 500,000,000 | 500,000,000 |
Common shares, shares issued | 915,581 | 56,789 |
Common shares, shares outstanding | 915,581 | 56,789 |
Series A Senior Convertible Preferred Shares | ||
Senior convertible preferred shares, par value (in Dollars per share) | ||
Senior convertible preferred shares, shares designated | 4,450,460 | 4,450,460 |
Senior convertible preferred shares, shares issued | 226,667 | 1,593,940 |
Senior convertible preferred shares, shares outstanding | 226,667 | 1,593,940 |
Series B Senior Convertible Preferred Shares | ||
Senior convertible preferred shares, par value (in Dollars per share) | ||
Senior convertible preferred shares, shares designated | 583,334 | 583,334 |
Senior convertible preferred shares, shares issued | 91,567 | 464,899 |
Senior convertible preferred shares, shares outstanding | 91,567 | 464,899 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenues | $ 68,681,818 | $ 48,929,124 |
Operating Expenses | ||
Cost of revenues | 45,139,169 | 33,227,730 |
Personnel | 13,593,090 | 9,531,101 |
Depreciation and amortization | 2,240,680 | 2,037,112 |
General and administrative | 12,995,974 | 9,872,689 |
Impairment of goodwill and intangible assets | 14,648,048 | |
Total Operating Expenses | 88,616,961 | 54,668,632 |
LOSS FROM OPERATIONS | (19,935,143) | (5,739,508) |
Other Income (Expense) | ||
Other expense | (213,391) | (11,450) |
Interest expense | (11,442,802) | (4,594,740) |
Gain on disposal of property and equipment | 18,026 | 65,417 |
Loss on extinguishment of debt | (2,039,815) | |
Loss on change in fair value of warrant liability | (27,900) | |
Gain on change in fair value of derivative liabilities | 385,138 | |
Loss on write-down of related party note payable | (158,817) | |
Total Other Expense | (11,280,929) | (6,739,405) |
NET LOSS BEFORE INCOME TAXES | (31,216,072) | (12,478,913) |
INCOME TAX BENEFIT (EXPENSE) | (391,855) | 1,677,000 |
NET LOSS | (31,607,927) | (10,801,913) |
NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTERESTS | 1,602,779 | 642,313 |
NET LOSS ATTRIBUTABLE TO 1847 HOLDINGS | (30,005,148) | (10,159,600) |
PREFERRED SHARE DIVIDENDS | (512,967) | (899,199) |
DEEMED DIVIDENDS | (2,398,000) | (9,012,730) |
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ (32,916,115) | $ (20,071,529) |
LOSS PER COMMON SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS - BASIC (in Dollars per share) | $ (90.1) | $ (836.28) |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING - BASIC (in Shares) | 365,330 | 24,001 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
LOSS PER COMMON SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS - DILUTED | $ (90.10) | $ (836.28) |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING - DILUTED | 365,330 | 24,001 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders’ Equity (Deficit) - USD ($) | Series A Senior Convertible Preferred Shares | Series B Senior Convertible Preferred Shares | Allocation Shares | Common Shares | Distribution Receivable | Additional Paid-In Capital | Accumulated Deficit | Non- Controlling Interests | Total |
Balance at Dec. 31, 2021 | $ 28 | $ (2,000,000) | $ 21,724,225 | $ (20,754,394) | $ 930,812 | $ (98,329) | |||
Balance (in Shares) at Dec. 31, 2021 | 1,000 | 28,105 | |||||||
Extinguishment of warrant liability upon exercise of pre-funded warrants | |||||||||
Issuance of common shares upon conversion of series A preferred shares | 111,948 | 111,986 | |||||||
Issuance of common shares upon conversion of series A preferred shares (in Shares) | 381 | ||||||||
Issuance of series B preferred shares and warrants | 172,050 | 172,050 | |||||||
Issuance of common shares upon cashless exercise of warrants | $ 1 | (1) | |||||||
Issuance of common shares upon cashless exercise of warrants (in Shares) | 1,267 | ||||||||
Issuance of common shares upon partial extinguishment of convertible notes payable | $ 8 | 4,639,992 | 4,640,000 | ||||||
Issuance of common shares upon partial extinguishment of convertible notes payable (in Shares) | 8,000 | ||||||||
Issuance of common shares upon partial extinguishment of related party note payable | $ 2 | 1,100,925 | 1,100,927 | ||||||
Issuance of common shares upon partial extinguishment of related party note payable (in Shares) | 1,899 | ||||||||
Issuance of common shares upon settlement of debt | $ 3 | 1,653,386 | 1,653,389 | ||||||
Issuance of common shares upon settlement of debt (in Shares) | 2,851 | ||||||||
Issuance of common shares and warrants in public offering | $ 15 | 5,148,685 | 5,148,700 | ||||||
Issuance of common shares and warrants in public offering (in Shares) | 14,286 | ||||||||
Issuance of warrants with notes payable | 402,650 | 402,650 | |||||||
Reclassification of preferred shares from mezzanine equity to permanent equity | $ 1,415,100 | $ 1,257,650 | 2,672,750 | ||||||
Reclassification of preferred shares from mezzanine equity to permanent equity (in Shares) | 1,684,849 | 481,566 | |||||||
Redemption of series A preferred shares | $ (76,354) | (132,737) | (209,091) | ||||||
Redemption of series A preferred shares (in Shares) | (90,909) | ||||||||
Redemption of series B preferred shares | $ (43,469) | (14,032) | (57,501) | ||||||
Redemption of series B preferred shares (in Shares) | (16,667) | ||||||||
Dividends – common shares | (1,093,354) | (1,093,354) | |||||||
Dividends – series A preferred shares | (590,162) | (590,162) | |||||||
Dividends – series B preferred shares | (162,268) | (16,268) | |||||||
Deemed dividend – down round provision in warrants | 9,012,730 | (9,012,730) | |||||||
Net loss | (10,159,600) | (642,313) | (10,801,913) | ||||||
Balance at Dec. 31, 2022 | $ 1,338,746 | $ 1,214,181 | $ 57 | (2,000,000) | 43,966,628 | (41,919,277) | 288,499 | 2,889,834 | |
Balance (in Shares) at Dec. 31, 2022 | 1,593,940 | 464,899 | 1,000 | 56,789 | |||||
Issuance of common shares upon settlement of series A preferred shares dividends | $ 23 | 434,606 | 434,629 | ||||||
Issuance of common shares upon settlement of series A preferred shares dividends (in Shares) | 23,423 | ||||||||
Issuance of common shares upon settlement of series B preferred shares dividends | $ 11 | 75,711 | 75,722 | ||||||
Issuance of common shares upon settlement of series B preferred shares dividends (in Shares) | 10,942 | ||||||||
Issuance of warrants private debt offering | 633,552 | 633,552 | |||||||
Issuance of common shares and warrants in private debt offering | $ 4 | 1,360,358 | 1,360,362 | ||||||
Issuance of common shares and warrants in private debt offering (in Shares) | 4,157 | ||||||||
Fair value of warrant liability recognized upon issuance of pre-funded warrants | (1,156,300) | (1,156,300) | |||||||
Issuance of common shares upon exercise of prefunded warrants | $ 55 | (55) | |||||||
Issuance of common shares upon exercise of prefunded warrants (in Shares) | 55,000 | ||||||||
Extinguishment of warrant liability upon exercise of pre-funded warrants | 1,184,200 | 1,184,200 | |||||||
Issuance of common shares upon exercise of warrants | $ 5 | 5,059 | 5,064 | ||||||
Issuance of common shares upon exercise of warrants (in Shares) | 5,066 | ||||||||
Issuance of common shares upon conversion of convertible notes payable | $ 410 | 4,300,052 | 4,300,462 | ||||||
Issuance of common shares upon conversion of convertible notes payable (in Shares) | 409,756 | ||||||||
Issuance of common shares upon conversion of series B preferred shares | $ (973,682) | $ 88 | 973,594 | ||||||
Issuance of common shares upon conversion of series B preferred shares (in Shares) | (373,332) | 88,495 | |||||||
Deemed dividend – issuance of warrants to common shareholders | 618,000 | (618,000) | |||||||
Issuance of common shares upon conversion of series A preferred shares | $ (1,148,369) | $ 161 | 1,148,208 | ||||||
Issuance of common shares upon conversion of series A preferred shares (in Shares) | (1,367,273) | 160,752 | |||||||
Issuance of common shares upon cashless exercise of warrants | $ 23 | (23) | |||||||
Issuance of common shares upon cashless exercise of warrants (in Shares) | 22,751 | ||||||||
Issuance of common shares and warrants in public offering | $ 79 | 2,352,601 | 2,352,680 | ||||||
Issuance of common shares and warrants in public offering (in Shares) | 78,450 | ||||||||
Dividends – series A preferred shares | (347,157) | (347,157) | |||||||
Dividends – series B preferred shares | (165,810) | (165,810) | |||||||
Deemed dividend – down round provision in warrants | 1,780,000 | (1,780,000) | |||||||
Net loss | (30,005,148) | (1,602,779) | (31,607,927) | ||||||
Balance at Dec. 31, 2023 | $ 190,377 | $ 240,499 | $ 916 | $ (2,000,000) | $ 57,676,191 | $ (74,835,392) | $ (1,314,280) | $ (20,040,689) | |
Balance (in Shares) at Dec. 31, 2023 | 226,667 | 91,567 | 1,000 | 915,581 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (31,607,927) | $ (10,801,913) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Gain on disposal of property and equipment | (18,026) | (65,417) |
Loss on extinguishment of debt | 2,039,815 | |
Loss on write-down of related party note payable | 158,817 | |
Loss on change in fair value of warrant liability | 27,900 | |
Gain on change in fair value of derivative liabilities | (385,138) | |
Deferred taxes | 159,000 | (1,471,000) |
Bad debt expense | (14,835) | |
Inventory reserve | 1,069,432 | 38,000 |
Impairment of goodwill and intangible assets | 14,648,048 | |
Depreciation and amortization | 2,240,680 | 2,037,112 |
Amortization of debt discounts | 4,387,571 | 1,900,194 |
Amortization of right-of-use assets | 862,761 | 593,121 |
Changes in operating assets and liabilities: | ||
Receivables | (475,439) | (1,836,572) |
Contract assets | 9,176 | (1,108) |
Inventories | 755,373 | 1,205,283 |
Prepaid expenses and other current assets | (548,187) | 202,173 |
Other assets | 3,262 | 3,494 |
Accounts payable and accrued expenses | 2,113,714 | 2,992,107 |
Contract liabilities | 954,803 | (194,608) |
Customer deposits | (916,165) | (405,601) |
Operating lease liabilities | (806,296) | (525,374) |
Net cash used in operating activities | (7,540,293) | (4,131,477) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash paid for ICU Eyewear, net of cash acquired | (3,651,862) | |
Purchases of property and equipment | (240,835) | (256,677) |
Proceeds from disposal of property and equipment | 97,140 | |
Investments in certificates of deposit | (1,211) | (881) |
Net cash used in investing activities | (3,893,908) | (160,418) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Net proceeds from issuance of common shares and warrants in connection with private debt offerings | 5,767,518 | |
Net proceeds from issuance of common shares and warrants in public offerings | 2,352,680 | 5,148,700 |
Net proceeds from issuance of series B senior convertible preferred shares | 1,429,700 | |
Net proceeds from notes payable | 2,275,500 | 499,600 |
Net proceeds from revolving line of credit | 3,358,384 | |
Proceeds from exercise of warrants | 5,064 | |
Repayments of notes payable and finance lease liabilities | (1,816,270) | (977,907) |
Repayments of convertible notes payable | (715,945) | |
Accrued common share dividends paid | (1,093,354) | |
Net cash provided by financing activities | 11,121,260 | 3,987,717 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | (312,941) | (304,178) |
CASH AND CASH EQUIVALENTS | ||
Beginning of the period | 1,079,355 | 1,383,533 |
End of the period | 766,414 | 1,079,355 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Cash paid for interest | 4,495,597 | 2,115,140 |
Cash paid for income taxes | 144,953 | 188,224 |
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Net assets acquired in the acquisition of ICU Eyewear | 757,283 | |
Deemed dividend from issuance of warrants to common shareholders | 618,000 | |
Deemed dividend from down round provision in warrants | 1,780,000 | 9,012,730 |
Issuance of common shares upon cashless exercise of warrants | 23 | 1 |
Debt discounts on notes payable | 5,215,971 | 503,050 |
Fair value of derivative liabilities recognized upon issuance of notes payable | 2,613,177 | |
Fair value of warrant liability recognized upon issuance of prefunded warrants | 1,156,300 | |
Issuance of common shares upon exercise of prefunded warrants | 55 | |
Extinguishment of warrant liability upon exercise of prefunded warrants | 1,184,200 | |
Reclassification of notes payable to convertible notes payable upon default | 312,117 | |
Issuance of common shares upon conversion of convertible notes payable and accrued interest | 4,300,462 | |
Settlement of revolving line of credit and accrued interest through the issuance of a new revolving line of credit | 2,003,985 | |
Financed purchases of property and equipment | 256,843 | 568,764 |
Operating lease right-of-use asset and liability measurement | 1,827,063 | 254,713 |
Series A Preferred Stock | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Redemption convertible preferred shares | (209,091) | |
Accrued preferred share dividends paid | (590,162) | |
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Accrued dividends on series preferred shares | 347,157 | |
Issuance of common shares upon settlement of accrued dividends | 434,629 | |
Issuance of common shares upon conversion of preferred shares | 1,148,369 | 111,986 |
Series B Preferred Stock | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Redemption convertible preferred shares | (57,501) | |
Accrued preferred share dividends paid | (105,671) | (162,268) |
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Accrued dividends on series preferred shares | 165,810 | |
Issuance of common shares upon settlement of accrued dividends | 75,722 | |
Issuance of common shares upon conversion of preferred shares | $ 973,682 |
Organization and Nature of Busi
Organization and Nature of Business | 12 Months Ended |
Dec. 31, 2023 | |
Organization and Nature of Business [Abstract] | |
ORGANIZATION AND NATURE OF BUSINESS | NOTE 1 —ORGANIZATION AND NATURE OF BUSINESS 1847 Holdings LLC (the “Company”) was formed under the laws of the State of Delaware on January 22, 2013. The Company is an acquisition holding company, focused on acquiring and managing a group of small and middle-market businesses in a variety of different industries headquartered in North America. As of December 31, 2023, the Company is a controlling owner of six business (“subsidiaries”), within four reportable operating that are strategic business units that offer different products and services. The subsidiaries’ business operations are managed by 1847 Partners LLC, a Delaware limited liability Company (the “Manager”), pursuant to a management services agreement between the Company and the Manager (see Note 15). On May 28, 2020, the Company’s subsidiary 1847 Asien Inc., a Delaware corporation (“1847 Asien”), acquired Asien’s Appliance, Inc., a California corporation (“Asien’s”). Asien’s has been in business since 1948 serving the North Bay area of Sonoma County, California. It provides a wide variety of appliance services, including sales, delivery/installation, in-home service and repair, extended warranties, and financing. The Company owns 95% of 1847 Asien, with the remaining 5% held by a third-party, and 1847 Asien owns 100% of Asien’s. On September 30, 2020, the Company’s subsidiary 1847 Cabinet Inc., a Delaware corporation (“1847 Cabinet”), acquired Kyle’s Custom Wood Shop, Inc., an Idaho corporation (“Kyle’s”). Kyle’s is a leading custom cabinetry maker since 1976 in Boise, Idaho and the surrounding area. The Company owns 92.5% of 1847 Cabinet, with the remaining 7.5% held by a third-party, and 1847 Cabinet owns 100% of Kyle’s. On March 30, 2021, the Company’s subsidiary 1847 Wolo Inc., a Delaware corporation (“1847 Wolo”), acquired Wolo Mfg. Corp., a New York corporation, and Wolo Industrial Horn & Signal, Inc., a New York corporation (collectively referred to as “Wolo”). Headquartered in Deer Park, New York and founded in 1965, Wolo designs and sells horn and safety products for cars, trucks, industrial equipment and emergency vehicles. The Company owns 92.5% of 1847 Wolo, with the remaining 7.5% held by a third-party, and 1847 Wolo owns 100% of Wolo Mfg and Wolo H&S. On October 8, 2021, the Company’s subsidiary 1847 Cabinet acquired High Mountain Door & Trim Inc., a Nevada corporation (“High Mountain”), and Sierra Homes, LLC d/b/a Innovative Cabinets & Design, a Nevada limited liability company (“Innovative Cabinets”). Headquartered in Reno, Nevada and founded in 2014, High Mountain specializes in all aspects of finished carpentry products and services. Headquartered in Reno, Nevada and founded in 2008, Innovative Cabinets specializes in custom cabinetry and countertops. On April 1, 2022, 1847 Cabinet transferred all of its shares of High Mountain to Innovative Cabinets, as a result of which Innovative Cabinets now owns 92.5% of High Mountain, with the remaining 7.5% held by a third-party. On February 9, 2023, the Company’s subsidiary, 1847 ICU Holdings Inc., a Delaware corporation (“1847 ICU”), acquired ICU Eyewear Holdings, Inc., a California corporation, and its subsidiary ICU Eyewear, Inc., a California corporation (collectively referred to as “ICU Eyewear”). Headquartered in Hollister, California and founded in 1956, ICU Eyewear specializes in the sale and distribution of reading eyewear and sunglasses, blue light blocking eyewear, sun readers, and other outdoor specialty sunglasses, as well as personal protective equipment, including face masks and other select health and personal care items. The Company owns 100% of 1847 ICU and 1847 ICU owns 100% of ICU Eyewear (see Note 3). Liquidity and Going Concern Assessment Management assesses liquidity and going concern uncertainty in the Company’s consolidated financial statements to determine whether there is sufficient cash on hand and working capital, including available borrowings on loans, to operate for a period of at least one year from the date the financial statements are issued, which is referred to as the “look-forward period,” as defined in generally accepted accounting principles in the United States of America (“GAAP”). As part of this assessment, based on conditions that are known and reasonably knowable to management, management considered various scenarios, forecasts, projections, estimates and made certain key assumptions, including the timing and nature of projected cash expenditures or programs, its ability to delay or curtail expenditures or programs and its ability to raise additional capital, if necessary, among other factors. Based on this assessment, management made certain assumptions around implementing curtailments or delays in the nature and timing of programs and expenditures to the extent it deems probable those implementations can be achieved and management has the proper authority to execute them within the look-forward period. As of December 31, 2023, the Company had cash and cash equivalents of $766,414 and total working capital deficit of $9,424,591. For the year ended December 31, 2023, the Company incurred an operating loss of $19,935,143 and used cash flows in operating activities of $7,540,293. The Company has generated operating losses since its inception and has relied on cash on hand, sales of securities, external bank lines of credit, and issuance of third-party and related party debt to support cashflows from operations. The Company expects that within the next twelve months, it will not have sufficient cash and other resources on hand to sustain its current operations or meet its obligations as they become due unless it obtain additional financing. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. An assessment was performed to determine whether there were conditions or events that, considered in the aggregate, raised substantial doubt about the Company’s ability to continue as a going concern within one year after the consolidated financial statements are issued. Initially, this assessment did not consider the potential mitigating effect of management’s plans that had not been fully implemented. Based on this assessment, substantial doubt exists regarding the Company’s ability to continue as a going concern. Management plans to address these concerns by securing additional financing through debt and equity offerings. Management assessed the mitigating effect of its plans to determine if it is probable that the plans would be effectively implemented within one year after the consolidated financial statements are issued and when implemented, would mitigate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern. These plans are subject to market conditions and reliance on third parties, and there is no assurance that effective implementation of the Company’s plans will result in the necessary funding to continue current operations and satisfy current debt obligations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern beyond one year from the date the consolidated financial statements are issued. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets and their carrying amounts, or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 —SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with GAAP and are presented in US dollars. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its majority-owned or controlled subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, the consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. Reverse Share Splits On September 11, 2023, the Company effected a 1-for-25 reverse split of its outstanding common shares. On January 8, 2024, the Company effected a 1-for-4 reverse split of its outstanding common shares. All outstanding common shares and warrants were adjusted to reflect both the 1-for-25 and 1-for-4 reverse splits, with the respective exercise prices of the warrants proportionately increased. The outstanding convertible notes and series A and B senior convertible preferred shares conversion prices were adjusted to reflect a proportional decrease in the number of common shares to be issued upon conversion. All share and per share data throughout these consolidated financial statements have been retroactively adjusted to reflect the reverse share splits. The total number of authorized common shares did not change. As a result of the reverse common share splits, an amount equal to the decreased value of common shares was reclassified from “common shares” to “additional paid-in capital.” Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Segment Reporting The Company has four reportable segments: Retail and Appliances, Retail and Eyewear, Construction, and Automotive Supplies. The Company reports all other business activities that are not reportable in the Corporate Services Segment. The Company reports segment information in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 280, “ Segment Reporting Cash and Cash Equivalents, and Marketable Securities Cash and cash equivalents consist of cash on hand and highly liquid investments with original maturities of three months or less. The Company maintains deposits in several financial institutions, which may at times exceed amounts covered by insurance provided by the U.S. Federal Deposit Insurance Corporation (“FDIC”). The Company has not experienced any losses related to amounts in excess of FDIC limits. As of December 31, 2023 and 2022, the Company had $180,403 and $380,401 in excess of FDIC limits, respectively. The Company’s investments in marketable securities are classified based on the nature of the securities and their availability for use in current operations. The Company classifies its marketable debt securities as either short-term or long-term based on each instrument’s underlying contractual maturity date. Reclassifications Certain reclassifications within operating expenses have been made to the prior period’s financial statements to conform to the current period financial statement presentation. There is no impact in total to the results of operations and cash flows in all periods presented. Revenue Recognition and Cost of Revenue The Company records revenue in accordance with ASC 606, “ Revenue from Contracts with Customers Retail and Appliances Segment Revenue is derived in the Retail and Appliances Segment from the sale of appliance products and services to individual retail consumers (homeowners), builders and designers. The Company sells its appliance products and services at its retail store and showroom or through its website. Revenue from the sale of appliance products is recognized at a point in time when control of the promised goods or services is transferred to the customer, generally at the time of shipment or delivery, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The consideration promised includes fixed and variable amounts. The fixed amount of consideration is the standalone selling price of the goods sold. Variable considerations, including cash discounts, rebates, and estimated returns are deducted from gross sales in determining net sales at the time revenues are recorded. The Company includes in the transaction price an amount of variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Historical return estimates have not materially differed from actual returns in any of the periods presented. Any sales tax collected from customers are remitted to governmental authorities and excluded from revenues. In the normal course of business, payment is collected from the customer when an order is placed and such cash receipts are included in customer deposits until either recognized as revenue when the order is shipped to the customer, or the customer is refunded by the Company in the event of an order cancellation. Cost of revenue includes the costs of products sold, shipping costs, inventory write-downs, and where applicable installation, net of volume rebates and other incentives received from vendors. Shipping charges billed to customers are included in net revenues and any related shipping costs are included in cost of sales. Retail and Eyewear Segment Revenue is derived in the Retail and Eyewear Segment from the sales of a wide variety of eyewear products and accessories as well as personal protective equipment as well as personal protective equipment (face masks and select health and personal care items) to big-box national retail chains, distributors, as well as online order retailers. Revenue from the sale of eyewear products, including those that are subject to inventory consignment agreements, is recognized at a point in time when control of the promised goods or services is transferred to the customer, generally at the time of shipment or delivery, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. Under consignment arrangements, the customer takes possession of the product, but the Company retains control and title until a point in time when the Company’s product is sold from the customer to the end user. The consideration promised includes fixed and variable amounts. The fixed amount of consideration is the standalone selling price of the goods sold. Variable considerations, including discounts, promotions, allowances, and estimated returns are deducted from gross sales in determining net sales at the time revenues are recorded. The Company includes in the transaction price an amount of variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Any sales tax collected from customers are remitted to governmental authorities and excluded from revenues. Cost of revenues include the costs of products sold, freight and import costs, supply chain management, inventory write-downs, and any other indirect costs related to contract performance. The Company had one major customer who represents a significant portion of revenue in the retail and eyewear segment. This customer represented 63% of total revenue in the Retail and Eyewear Segment for the year ended December 31, 2023. Shipping charges billed to customers are included in net revenues and any related shipping costs are included in cost of sales. Construction Segment Revenue is derived in the Construction Segment primarily through contracts with customers whereby the Company specializes in all aspects of products and services relating to finished carpentry, custom cabinetry, and countertops. The Company recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and collectability of consideration is probable. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Since most contracts are bundled to include both material and installation services, the Company combines these items into one performance obligation as the overall promise to transfer the individual goods or services is not separately identifiable from other promises in the contract and, therefore, is not distinct. The Company does offer assurance-type warranties on certain of its installed products and services that do not represent a separate performance obligation and, as such, do not impact the timing or extent of revenue recognition. For any contracts that are not complete at the reporting date, the Company recognizes revenue over time, because of the continuous transfer of control to the customer as work is performed at the customer’s site and, therefore, the customer controls the asset as it is being installed. The Company utilizes the output method to measure progress toward completion for the value of the goods and services transferred to the customer as it believes this best depicts the transfer of control of assets to the customer. Additionally, external factors such as weather, and customer delays may affect the progress of a project’s completion, and thus the timing and amount of revenue recognition, cash flow, and profitability from a particular contract may be adversely affected. An insignificant portion of sales, primarily retail sales, is accounted for on a point-in-time basis when the sale occurs. Sales taxes, when incurred, are recorded as a liability and excluded from revenue on a net basis. Contracts can be subject to modification to account for changes in contract specifications and requirements. The Company considers contract modifications to exist when the modification either creates new, or changes the existing, enforceable rights and obligations. Most contract modifications are for goods or services that are not distinct from the existing contract due to the significant integration service provided in the context of the contract and are accounted for as if they were part of that existing contract. The effect of a contract modification on the transaction price and the Company’s measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue on a cumulative catch-up basis. All contracts are billed either contractually or as work is performed. Billing on long-term contracts occurs primarily on a monthly basis throughout the contract period whereby the Company submits progress invoices for customer payment as work is performed. On some contracts, the customer may withhold payment on an invoice equal to a percentage of the invoice amount, which will be subsequently paid after satisfactory completion of each project. This amount is referred to as retainage and is common practice in the construction industry, as it allows customers to ensure the quality of the service performed prior to full payment. The retention provisions are not considered a significant financing component. Cost of revenues include all direct material and labor, inventory write-downs, equipment costs, and any other indirect costs related to contract performance. Costs to obtain contracts are expensed as incurred as the Company’s contracts are typically completed in one year or less, and where applicable, the Company generally would incur these costs whether or not it ultimately obtains the contract. The Company does not disclose the value of its remaining performance obligations on uncompleted contracts as its contracts generally have a duration of one year or less. The Company records a contract asset when it has satisfied its performance obligation prior to billing and a contract liability when a customer payment is received prior to the satisfaction of the Company’s performance obligation. The difference between the beginning and ending balances of contract assets and liabilities primarily results from the timing of the Company’s performance and the customer’s payment. At times, the Company has a right to payment from previous performance that is conditional on something other than passage of time, such as retainage, which is included in contract assets or contract liabilities, as determined on a contract-by-contract basis. Automotive Supplies Segment Revenue is derived in the Automotive and Supplies Segment from the sale of horn and safety warning lights for cars, trucks, industrial equipment and emergency vehicles. The Company sells its automotive and supplies products to big-box national retail chains, through specialty and industrial distributors, as well as online/mail order retailers and original equipment manufacturers. Revenue from the sale of automotive and supplies products is recognized at a point in time when control of the promised goods or services is transferred to the customer, generally at the time of shipment or delivery, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The consideration promised includes fixed and variable amounts. The fixed amount of consideration is the standalone selling price of the goods sold. Variable considerations, including cash discounts, rebates, warranties, and estimated returns are deducted from gross sales in determining net sales at the time revenues are recorded. The Company includes in the transaction price an amount of variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Any sales tax collected from customers are remitted to governmental authorities and excluded from revenues. The Company collects payment for internet and phone orders, including tax, from the customer at the time the order is shipped. Customers placing orders with a purchase order through the EDI (Electronic Data Interface) are allowed to purchase on credit and make payment after receipt of product on the agreed upon terms. Cost of revenues include the costs of products sold, freight and import costs, inventory write-downs, and any other indirect costs related to contract performance. The Company had two major customers who represent a significant portion of revenue in the automotive segment. These two customers represented 47.6% and 39.4% of total revenue in the Automotive Segment for the years ended December 31, 2023 and 2022, respectively. Shipping charges billed to customers are included in net revenues and any related shipping costs are included in cost of sales. Receivables Receivables consist of trade receivables arising from credit sales to customers in the normal course of business, credit card transactions in the process of settlement, retainage, and vendor rebates receivable. Vendor rebates receivable represent amounts due from manufacturers from whom the Company purchases products and are stated at the amount that management expects to collect, net of amounts due to the vendor. Rebates are calculated on product and model sales programs from specific vendors. The rebates are paid at intermittent periods either in cash or through issuance of vendor credit memos, which can be applied against the vendors accounts payable. Historically, the Company has not had any significant rebates receivable. Retainage receivables represent the amount retained by customers to ensure the quality of the installation and is received after satisfactory completion of each installation project. These receivables are recorded at the time of sale, net of an allowance for current expected credit losses. In accordance with ASC 326, “ Financial Instruments – Credit Losses Inventories Inventories consist of finished goods, raw materials, and inventories in transit. Inventories are stated at the lower of cost or net realizable value. Cost is generally determined using the weighted-average cost method or first-in, first-out method, and includes all costs incurred to deliver inventories to the Company’s warehouses including freight, non-refundable taxes, duty, and other handling fees and costs directly related to bringing inventories to its present location and condition. Inventories held at consignment locations are included in the Company’s finished goods inventories. Work in process inventories are immaterial to the consolidated financial statements. The Company periodically reviews its inventories and records a provision for estimated losses related to excess, damaged, slow-moving, or obsolete inventories. The amount of the provision is equal to the difference between the cost of the inventories and its net realizable value based upon assumptions about product quality, damages, shrinkage, future demand, selling prices, and market conditions. As of December 31, 2023 and 2022, the estimated reserve for obsolescence amounted to $1,495,280 and $425,848, respectively. Property and Equipment Property and equipment is stated at historical cost less accumulated depreciation. Leasehold improvements are amortized over the lesser of the base term of the lease or estimated life of the leasehold improvements. Maintenance and repairs of property and equipment are expensed as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives as follows: Description Useful Life (Years) Machinery and equipment 3-7 Office furniture and equipment 3-5 Transportation equipment 3-5 Displays 1-3 Leasehold improvements 1-5 Leases The Company evaluates all contracts at inception or upon modification to determine whether such contract contains a lease in accordance with ASC 842, “ Leases At commencement of a lease, the Company recognizes ROU assets and related lease liabilities on the balance sheet for all leases greater than one year in duration. Lease liabilities and their corresponding ROU assets are initially measured at the present value of the unpaid lease payments as of the lease commencement date. If the lease contains a renewal and/or termination option, the exercise of the option is included in the term of the lease if the Company is reasonably certain that a renewal or termination option will be exercised. As the Company’s leases do not provide an implicit rate, the Company uses an estimated incremental borrowing rate (“IBR”) based on the information available at the commencement date of the respective lease to determine the present value of future payments. The IBR is determined by estimating what it would cost the Company to borrow a collateralized amount equal to the total lease payments over the lease term based on the contractual terms of the lease and the location of the leased asset. When calculating the present value of minimum lease payments, the Company accounts for leases as one single lease component if a lease has both lease and non-lease components. Variable lease and non-lease components are expensed as incurred. The Company does not recognize ROU assets and lease liabilities for short-term leases that have an initial lease term of 12 months or less. Business Combinations The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “ Business Combinations Fair Value Measurement Intangible Assets Acquired identifiable intangible assets are amortized over their estimated useful life on a straight-line basis. Estimated useful lives are determined considering the period the intangible assets are expected to contribute to future cash flows. The Company has no intangible assets with indefinite lives. Amortization is calculated using the straight-line method over the estimated useful lives as follows: Description Useful Customer-related 9-15 Marketing-related 4-5 Technology-related 7 Long-Lived Assets The Company reviews the carrying value of long-lived assets such as property and equipment, ROU assets, and definite-lived intangible assets for impairment in accordance with ASC 360, “ Property, Plant, and Equipment If such facts indicate a potential impairment, the Company assess the recoverability of an asset group by determining if the carrying value of the asset group exceeds the sum of the projected undiscounted cash flows expected to result from the use and eventual disposition of the assets over the remaining economic life of the primary asset in the asset group. If the recoverability test indicates that the carrying value of the asset group is not recoverable, the Company estimates the fair value of the asset group using appropriate valuation methodologies, which would typically include an estimate of discounted cash flows. Any impairment would be measured as the difference between the asset group’s carrying amount and its estimated fair value. During the year ended December 31, 2023, the Company recorded impairments of $4,246,830 related to its intangible assets. During the year ended December 31, 2022, there were no impairments of long-lived assets. Goodwill In accordance with ASC 350, “ Intangibles — Goodwill and Other The Company estimates the fair value of its reporting units based on the present value of estimated future cash flows. Considerable management judgment is necessary to evaluate the impact of operating and macroeconomic changes, and to estimate the future cash flows used to measure fair value. The Company’s estimates of future cash flows consider past performance, current and anticipated market conditions, and internal projections and operating plans, including forecasted growth rates and estimated discount rates. If the fair value of a reporting unit is less than its carrying amount, a reporting unit is considered impaired, and an impairment charge is recognized for the difference. During the year ended December 31, 2023, the Company recorded goodwill impairments of $10,401,218. During the year ended December 31, 2022, there were no impairments of goodwill. Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants in accordance with ASC 480, “ Distinguishing Liabilities from Equity Contracts in Entity’s Own Equity Embedded Derivative Liabilities The Company evaluates the embedded features of its financial instruments, including its preferred shares, convertible notes payable and warrants in accordance with ASC 480 and ASC 815 “ Derivatives and Hedging The Company has a sequencing policy, whereby in the event that reclassification of contracts from equity to assets or liabilities is necessary in accordance with ASC 815 due to the Company’s inability to demonstrate it has sufficient authorized shares as a result of certain securities with a potentially indeterminable number of shares, shares will be allocated on the basis of the earliest maturity date of potentially dilutive instruments first, with the earliest maturity date of grants receiving the first allocation of shares. Pursuant to ASC 815, issuances of securities to the Company’s employees and directors, or to compensate grantees in a share-based payment arrangement, are not subject to the sequencing policy. Fair Value of Financial Instruments The fair value of a financial instrument is the amount the Company would receive to sell an asset, or pay to transfer a liability, in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. In the absence of such data, fair value is estimated using internal information consistent with what market participants would use in a hypothetical transaction. According to ASC 820, the fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. The Company’s assessment of the significance of a particular input to the fair value measurements requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. The Company uses appropriate valuation techniques based on available inputs to measure the fair value of its assets and liabilities. The fair value hierarchy is defined in the following three categories: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. The Company holds certain assets and liabilities that are required to be measured at fair value on a recurring and non-recurring basis (see Note 11). Stock-Based Compensation Stock-based awards granted to qualified employees, non-employee directors and consultants are measured at fair value and recognized as an expense in accordance with ASC 718, “ Compensation – Stock Compensation Income Taxes Income taxes are accounted for under the asset and liability method in accordance with ASC 740, “ Income Taxes The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not the position will be sustainable upon examination by the taxing authority, including resolution of any related appeals or litigation processes. This evaluation is based on all available evidence and assumes that the tax authorities have full knowledge of all relevant information concerning the tax position. The tax benefit recognized is measured as the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in income tax expense. Loss Per Share Basic loss per share is calculated by dividing the net loss by the weighted average number of common shares outstanding during each period. Diluted loss per share is calculated by adjusting the weighted average number of common shares outstanding for the dilutive effect, if any, of common share equivalents. Common share equivalents whose effect would be antidilutive are not included in diluted loss per share. The Company uses the treasury stock method to determine the dilutive effect, which assumes that all common share equivalents have been exercised at the beginning of the period and that the funds obtained from those exercises were used to repurchase common shares at the average closing market price during the period. As of December 31, 2023 and 2022, there were 10,145,954 and 64,669, respectively, potential common share equivalents series A and B senior convertible preferred shares, convertible notes, and warrants excluded from the diluted loss per share calculations as their effect is anti-dilutive. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, “ Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Recently Issued Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, “ Income Taxes (Topic 740): Improvements to Income Tax Disclosures In November 2023, the FASB issued ASU 2023-07, “ Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures The Company currently believes there are no other issued and not yet effective accounting standards that are materially relevant to its consolidated financial statements. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2023 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATIONS | NOTE 3 —BUSINESS COMBINATIONS On December 21, 2022, 1847 ICU entered into a securities purchase agreement, which was amended on February 9, 2023, with the stockholders of ICU Eyewear, pursuant to which 1847 ICU agreed to acquire all of the issued and outstanding capital stock or other equity securities of ICU Eyewear. The acquisition of ICU Eyewear was completed on February 9, 2023. Headquartered in Hollister, California and founded in 1956, ICU Eyewear specializes in the sale and distribution of reading eyewear and sunglasses, blue light blocking eyewear, sun readers, and other outdoor specialty sunglasses, as well as personal protective equipment, including face masks and other select health and personal care items. The acquisition of ICU Eyewear aligned with the Company’s acquisition strategy of targeting small businesses in various industries that the Company expects will face minimal threats of technological or competitive obsolescence, produce positive and stable earnings and cash flow, as well as achieve attractive returns on the Company’s invested capital. The aggregate purchase price was $4,500,000 (subject to adjustment), consisting of (i) $4,000,000 in cash, minus any unpaid debt of ICU Eyewear and certain transaction expenses, and (ii) 6% subordinated promissory notes in the aggregate principal amount of $500,000. The Company accounted for the acquisition using the acquisition method of accounting in accordance with ASC 805 and allocated the purchase price to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The purchase price was allocated as follows: Initial Allocation (1) Adjustments Updated Allocation Purchase consideration at fair value: Cash $ 4,000,000 $ - $ 4,000,000 Notes payable, net of debt discount 500,000 - 500,000 Amount of consideration $ 4,500,000 $ - $ 4,500,000 Assets acquired and liabilities assumed at fair value Cash $ 329,113 $ 19,025 $ 348,138 Accounts receivable 1,922,052 (75,925 ) 1,846,127 Inventory 9,997,332 (3,357,014 ) 6,640,318 Prepaids and other current assets 79,777 29,959 109,736 Property and equipment 545,670 (146,202 ) 399,468 Other assets 74,800 - 74,800 Customer-related intangible - 336,000 336,000 Marketing-related intangible 308,000 (69,000 ) 239,000 Goodwill - 757,283 757,283 Accounts payable and accrued expenses (6,116,883 ) 133,987 (6,250,870 ) Net assets acquired $ 7,139,861 $ - $ 4,500,000 (1) As reported in the Company’s September 30, 2023 Form 10-Q, filed on November 14, 2023. The adjustments to the initial allocation are based on more detailed information obtained about the specific assets acquired and liabilities assumed. The estimated remaining useful life on the property and equipment acquired ranges from one to two years. The Company is amortizing the customer-related intangible asset over ten years and the marketing-related intangible asset over five years. Goodwill is not deductible for tax purposes. From the date of acquisition, ICU Eyewear contributed revenues of $15,454,097 and net loss from continuing operations of $2,468,448, which are included in the consolidated statement of operations for the year ended December 31, 2023. Pro Forma Information The following unaudited pro forma results presented below include the effects of the ICU Eyewear acquisition as it had been consummated as of January 1, 2022, with adjustments to give effect to pro forma events that are directly attributable to the acquisition. For the Years Ended 2023 2022 Revenues $ 70,711,483 $ 69,375,505 Net loss (32,595,728 ) (11,806,564 ) Net loss attributable to common shareholders (33,903,916 ) (21,076,180 ) Loss per share attributable to common shareholders: Basic and diluted $ (92.80 ) $ (878.14 ) These unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations would have been if the acquisitions had occurred at the beginning of the period presented, nor are they indicative of future results of operations. |
Disaggregation of Revenues and
Disaggregation of Revenues and Segment Reporting | 12 Months Ended |
Dec. 31, 2023 | |
Disaggregation of Revenues and Segment Reporting [Abstract] | |
DISAGGREGATION OF REVENUES AND SEGMENT REPORTING | NOTE 4 —DISAGGREGATION OF REVENUES AND SEGMENT REPORTING The Company has four reportable segments: The Retail and Appliances Segment provides a wide variety of appliance products (laundry, refrigeration, cooking, dishwashers, outdoor, accessories, parts, and other appliance-related products). The Retail and Eyewear Segment provides a wide variety of eyewear products (non-prescription reading glasses, sunglasses, blue light blocking eyewear, sun readers, outdoor specialty sunglasses and other eyewear-related products) as well as personal protective equipment (face masks and select health and personal care items). The Construction Segment provides finished carpentry products and services (door frames, base boards, crown molding, cabinetry, bathroom sinks and cabinets, bookcases, built-in closets, fireplace mantles, windows, and custom design and build of cabinetry and countertops). The Automotive Supplies Segment provides horn and safety products (electric, air, truck, marine, motorcycle, and industrial equipment) and vehicle emergency and safety warning lights (cars, trucks, industrial equipment, and emergency vehicles). The Company reports all other business activities that are not reportable in the Corporate Services Segment. The Company provides general corporate services to its segments; however, these services are not considered when making operating decisions and assessing segment performance. The Corporate Services Segment includes costs associated with executive management, financing activities and other public company-related costs. The Company’s revenues for the years ended December 31, 2023 and 2022 are disaggregated as follows: For the Year Ended December 31, 2023 Retail and Appliances Retail and Eyewear Construction Automotive Supplies Total Revenues Appliances $ 8,004,226 $ - $ - $ - $ 8,004,226 Appliance accessories, parts, and other 957,022 - - - 957,022 Eyewear-related - 13,896,847 - - 13,896,847 Personal protective equipment and other - 1,557,250 - - 1,557,250 Automotive horns - - - 3,150,530 3,150,530 Automotive lighting - - - 1,400,056 1,400,056 Custom cabinets and countertops - - 9,639,549 - 9,639,549 Finished carpentry - - 30,076,338 - 30,076,338 Total revenues $ 8,961,248 $ 15,454,097 $ 39,715,887 $ 4,550,586 $ 68,681,818 For the Year Ended December 31, 2022 Retail and Appliances Retail and Eyewear Construction Automotive Supplies Total Revenues Appliances $ 9,197,811 $ - $ - $ - $ 9,197,811 Appliance accessories, parts and other 1,473,318 - - - 1,473,318 Eyewear - - - - - Eyewear accessories, parts and other - - - - - Automotive horns - - - 5,068,616 5,068,616 Automotive lighting - - - 1,420,472 1,420,472 Custom cabinets and countertops - - 10,644,283 - 10,644,283 Finished carpentry - - 21,124,624 - 21,124,624 Total revenues $ 10,671,129 $ - $ 31,768,907 $ 6,489,088 $ 48,929,124 Segment information for the years ended December 31, 2023 and 2022 are as follows: For the Year Ended December 31, 2023 Retail and Appliances Retail and Eyewear Construction Automotive Supplies Corporate Services Total Revenues $ 8,961,248 $ 15,454,097 $ 39,715,887 $ 4,550,586 $ - $ 68,681,818 Operating expenses Cost of revenues 7,083,662 11,738,639 23,162,151 3,154,717 - 45,139,169 Personnel 1,052,118 2,793,210 8,428,963 1,226,788 92,011 13,593,090 Personnel – corporate allocation (309,400 ) - (928,200 ) (309,400 ) 1,547,000 - Depreciation and amortization 151,362 371,662 1,561,770 155,886 - 2,240,680 General and administrative 1,424,889 1,475,777 5,526,842 1,004,716 2,238,750 11,670,974 General and administrative – management fees 300,000 225,000 500,000 300,000 - 1,325,000 General and administrative – corporate allocation (174,457 ) (51,537 ) (881,497 ) (160,152 ) 1,267,643 - Impairment of goodwill and intangible assets 1,484,229 - 10,097,146 3,066,673 - 14,648,048 Total operating expenses 11,012,403 16,552,751 47,467,175 8,439,228 5,145,404 88,616,961 Loss from operations $ (2,051,155 ) $ (1,098,654 ) $ (7,751,288 ) $ (3,888,642 ) $ (5,145,404 ) $ (19,935,143 ) For the Year Ended December 31, 2022 Retail and Appliances Retail and Eyewear Construction Automotive Supplies Corporate Services Total Revenues $ 10,671,129 $ - $ 31,768,907 $ 6,489,088 $ - $ 48,929,124 Operating expenses Cost of revenues 8,203,401 - 20,980,103 4,044,226 - 33,227,730 Personnel 1,122,239 - 6,999,474 1,394,061 15,327 9,531,101 Personnel – corporate allocation (299,700 ) - (899,100 ) (299,700 ) 1,498,500 - Depreciation and amortization 222,438 - 1,607,148 207,526 - 2,037,112 General and administrative 1,426,936 - 5,653,626 1,319,851 372,276 8,772,689 General and administrative – management fees 300,000 - 500,000 300,000 - 1,100,000 General and administrative – corporate allocation (77,234 ) - (1,092,421 ) (344,482 ) 1,514,137 - Total operating expenses 10,898,080 - 33,748,830 6,621,482 3,400,240 54,668,632 Loss from operations $ (226,951 ) $ - $ (1,979,923 ) $ (132,394 ) $ (3,400,240 ) $ (5,739,508 ) Total assets by operating segment at December 31, 2023 and 2022 are as follows: At December 31, 2023 Retail and Appliances Retail and Eyewear Construction Automotive Supplies Corporate Services Total Assets Current assets $ 1,939,951 $ 6,734,826 $ 7,580,585 $ 1,944,601 $ 514,669 $ 18,714,632 Long-lived assets 88,505 2,580,035 8,020,469 156,221 - 10,845,230 Goodwill - 757,283 9,051,052 - - 9,808,335 Total assets $ 2,028,456 $ 10,072,144 $ 24,652,106 $ 2,100,822 $ 514,669 $ 39,368,197 At December 31, 2022 Retail and Appliances Retail and Eyewear Construction Automotive Supplies Corporate Services Total Assets Current assets $ 2,857,505 $ - $ 5,355,827 $ 2,295,424 $ 716,945 $ 11,225,701 Long-lived assets 781,521 - 12,302,214 1,722,993 - 14,806,728 Goodwill 942,575 - 16,772,042 1,737,653 - 19,452,270 Total assets $ 4,581,601 $ - $ 34,430,083 $ 5,756,070 $ 716,945 $ 45,484,699 |
Receivables
Receivables | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
RECEIVABLES | NOTE 5—RECEIVABLES Receivables as of December 31, 2023 and 2022 consisted of the following: December 31, December 31, Trade accounts receivable $ 6,766,088 $ 4,867,749 Vendor rebates receivable - 460 Credit card payments in process of settlement 54,285 102,917 Retainage 1,075,761 603,442 Total receivables 7,896,134 5,574,568 Allowance for expected credit losses (344,165 ) (359,000 ) Total receivables, net $ 7,551,969 $ 5,215,568 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2023 | |
Inventories [Abstract] | |
INVENTORIES | NOTE 6 —INVENTORIES Inventories as of December 31, 2023 and 2022 consisted of the following: December 31, December 31, Appliances $ 1,447,368 $ 2,155,839 Eyewear 5,880,478 - Automotive 1,190,899 934,683 Construction 1,976,067 1,519,345 Total inventories 10,494,812 4,609,867 Less reserve for obsolescence (1,495,280 ) (425,848 ) Total inventories, net $ 8,999,532 $ 4,184,019 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 7 —PROPERTY AND EQUIPMENT Property and equipment as of December 31, 2023 and 2022 consisted of the following: December 31, December 31, Machinery and equipment $ 1,406,531 $ 1,403,817 Office furniture and equipment 156,960 156,960 Transportation equipment 1,158,102 883,077 Displays 610,960 - Leasehold improvements 191,889 166,760 Total property and equipment 3,524,442 2,610,614 Less: accumulated depreciation (1,625,793 ) (725,408 ) Total property and equipment, net $ 1,898,649 $ 1,885,206 Depreciation expense for the years ended December 31, 2023 and 2022 was $901,729 and $578,344, respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets and Goodwill [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | NOTE 8 —INTANGIBLE ASSETS AND GOODWILL Intangible assets as of December 31, 2023 and 2022 consisted of the following: December 31, December 31, Customer-related $ 5,484,500 $ 9,024,000 Marketing-related 1,338,000 2,684,000 Technology-related - 623,000 Total intangible assets 6,822,500 12,331,000 Less: accumulated amortization (1,848,152 ) (2,345,871 ) Total intangible assets, net $ 4,974,348 $ 9,985,129 Amortization expense for the years ended December 31, 2023 and 2022 was $1,338,951 and $1,458,768, respectively. During the year ended December 31, 2023, the Company recorded impairments of $4,246,830 related to its customer and marketing-related intangible assets. Estimated amortization expense for intangible assets for the next five years consists of the following as of December 31, 2023: Year Ending December 31, Amount 2024 $ 762,433 2025 693,256 2026 653,006 2027 532,256 2028 488,439 Thereafter 1,844,958 Total estimated amortization expense $ 4,974,348 Below is a table summarizing the changes in the carrying amount of goodwill for the years ended December 31, 2023 and 2022: Amount Balance as of December 31, 2021 $ 19,452,270 Impairments - Balance as of December 31, 2022 $ 19,452,270 Goodwill from the acquisition of ICU Eyewear 757,283 Impairments (10,401,218 ) Balance as of December 31, 2023 $ 9,808,335 During the year ended December 31, 2023, the Company recorded goodwill impairments of $10,401,218. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2023 | |
Accounts Payable and Accrued Expenses [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 9 —ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses as of December 31, 2023 and 2022 consisted of the following: December 31, December 31, Trade accounts payable $ 7,540,554 $ 4,129,393 Credit cards payable 401,665 357,964 Accrued payroll liabilities 1,334,456 824,369 Accrued interest 1,712,991 1,179,875 Accrued dividends 32,997 136,052 Other accrued liabilities 2,095,958 114,116 Total accounts payable and accrued expenses $ 13,118,621 $ 6,741,769 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
LEASES | NOTE 10 —LEASES The Company leases office and warehouse space, machinery and other equipment. The majority of the Company’s leases are classified as ROU operating leases, which are included in operating ROU assets and operating lease liabilities in the Company’s consolidated balance sheets. Finance leases are included in property and equipment and finance lease liabilities in the Company’s consolidated balance sheets. Operating Leases In April 2022, Wolo entered into a lease amendment to renew its office and warehouse space in the automotive supplies segment, located in Deer Park, New York. The lease renewal commenced on August 1, 2022 and shall expire on July 31, 2025. Under the terms of the lease renewal, Wolo will lease the premises at the monthly rate of $7,518 for the first year, with scheduled annual increases. The lease agreement contains customary events of default, representations, warranties, and covenants. The remeasurement of the ROU asset and liability associated with this operating lease was $254,713. In July 2023, ICU Eyewear entered into a lease amendment to renew its office and warehouse space in the retail and eyewear segment, located in Hollister, California. The lease renewal commenced on July 1, 2023 and shall expire on June 30, 2028. Under the terms of the lease renewal, ICU Eyewear will lease the premises at the monthly rate of $35,000 for the first year, with scheduled annual increases. The lease agreement contains customary events of default, representations, warranties, and covenants. The initial measurement of the right-of-use asset and liability associated with this operating lease was $1,827,063. Operating leases as of December 31, 2023 and 2022 consisted of the following: December 31, December 31, Operating lease right-of-use assets $ 3,818,498 $ 2,854,196 Operating lease liabilities, current portion 1,038,978 713,100 Operating lease liabilities, long-term 2,932,686 2,237,797 Total operating lease liabilities $ 3,971,664 $ 2,950,897 Weighted-average remaining lease term (months) 43 47 Weighted average discount rate 9.04 % 4.36 % The components of operating lease expense consisted of the following for the years ended December 31, 2023 and 2022: December 31, December 31, Fixed operating lease expense $ 1,095,515 $ 700,091 Variable operating lease expense 485,048 354,845 Total operating lease expense $ 1,580,563 $ 1,054,936 Estimated future minimum payments of operating leases for the next five years consists of the following as of December 31, 2023: Year Ending December 31, Amount 2024 $ 1,332,327 2025 1,304,733 2026 1,032,656 2027 766,969 2028 273,660 Total 4,710,345 Less: imputed interest (738,681 ) Total operating lease liabilities $ 3,971,664 Financing Leases On March 28, 2022, Kyle’s entered into an equipment financing lease to purchase machinery and equipment for $316,798, which matures in January 2028. On April 11, 2022, Kyle’s entered into an equipment financing lease to purchase machinery and equipment for $11,706, which matures in June 2027. On July 13, 2022, Kyle’s entered into an equipment financing lease to purchase machinery and equipment for $240,260, which matures in June 2028. Finance leases as of December 31, 2023 and 2022 consisted of the following: December 31, December 31, Machinery and equipment $ 1,126,004 $ 1,126,004 Office furniture and equipment 18,482 18,482 Total leased equipment (property and equipment) 1,144,486 1,144,486 Less: accumulated depreciation (435,834 ) (200,010 ) Total leased equipment, net $ 708,652 $ 944,476 Finance lease liabilities, current portion 178,906 185,718 Finance lease liabilities, long-term 605,242 784,148 Total finance lease liabilities $ 784,148 $ 969,866 Weighted-average remaining lease term (months) 49 60 Weighted average discount rate 5.15 % 5.15 % The components of finance lease expense consisted of the following for the years ended December 31, 2023 and 2022: December 31, December 31, Depreciation expense $ 235,824 $ 195,561 Interest expense 49,754 49,784 Total finance lease expense $ 285,578 $ 245,345 Estimated future minimum payments of finance leases for the next five years consists of the following as of December 31, 2023: Year Ending December 31, Amount 2024 $ 218,099 2025 211,332 2026 211,332 2027 210,042 2028 28,833 Total 879,638 Less: amount representing interest (95,490 ) Total finance lease liabilities $ 784,148 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 11 —FAIR VALUE MEASUREMENTS The carrying amounts of financial assets and liabilities, such as and cash equivalents, receivables, inventories, prepaid expenses, accounts payable and accrued expenses, customer deposits, contract assets and liabilities approximate fair value given the short-term nature of these instruments. The carrying amounts of lease obligations, notes payable, and convertible notes payable approximates fair value given these instruments bear prevailing market interest rates. Recurring Fair Value Measurements The fair value of financial instruments measured on a recurring basis as of December 31, 2023 consisted of the following: Fair Value Measurements as of December 31, 2023 Description Level 1 Level 2 Level 3 Total Derivative liabilities $ - $ - $ 1,389,203 $ 1,389,203 The Company had no financial instruments measured on a recurring basis as of December 31, 2022. The following table provides a roll-forward of changes for financial instruments measured at fair value on a recurring basis for the years ended December 31, 2023: Derivative liabilities Amount Balance as of December 31, 2022 $ - Initial fair value of derivative liabilities upon issuance 2,613,177 Gain on change in fair value of derivative liabilities (385,138 ) Extinguishment of derivative liabilities upon conversion of convertible notes (838,836 ) Balance as of December 31, 2023 $ 1,389,203 Warrant liability Amount Balance as of December 31, 2022 $ - Fair value of warrant liability upon issuance 1,156,300 Loss on change in fair value of warrant liability 27,900 Extinguishment of warrant liability upon exercise of prefunded warrants (1,184,200 ) Balance as of December 31, 2023 $ - Non-recurring Fair Value Measurements Certain assets, including long-lived assets and goodwill, are measured at fair value on a non-recurring basis if it is determined that impairment indicators are present using Level 3 inputs. During the year ended December 31, 2023, the Company recognized an $11.8 million impairment of goodwill and intangibles assets. |
Revolving Line of Credit
Revolving Line of Credit | 12 Months Ended |
Dec. 31, 2023 | |
Revolving Line of Credit [Abstract] | |
REVOLVING LINE OF CREDIT | NOTE 12 —REVOLVING LINE OF CREDIT Revolving line of credit as of December 31, 2023 and 2022 consisted of the following: December 31, December 31, Revolving loan $ 4,330,540 $ - Less: debt discounts (683,029 ) - Total revolving line of credit, net 3,647,511 - Current portion of revolving line of credit $ - $ - Revolving line of credit, net of current portion $ 3,647,511 $ - On February 9, 2023, 1847 ICU and ICU Eyewear entered into a loan and security agreement with Industrial Funding Group, Inc. for a revolving loan of up to $5,000,000, which was evidenced by a secured promissory note in the principal amount of up to $5,000,000. On February 9, 2023, 1847 ICU received an advance of $2,063,182 under the note, of which $1,963,182 was used to repay certain debt of ICU Eyewear in connection with the agreement and plan of merger, with the remaining $100,000 used to pay lender fees. On February 11, 2023, the Industrial Funding Group, Inc. sold and assigned the loan and security agreement, the note and related loan documents to GemCap Solutions, LLC. The note was to mature on February 9, 2025 with all advances bearing interest at an annual rate equal to the greater of (i) the sum of (a) the “Prime Rate” as reported in the “Money Rates” column of The Wall Street Journal, adjusted as and when such prime rate changes, plus (b) eight percent (8.00%), and (ii) fifteen percent (15.00%); provided that following and during the continuation of an event of default (as defined in the loan and security agreement), interest on the unpaid principal balance of the advances shall accrue at an annual rate equal to such rate plus three percent (3.00%). Interest accrued on the advances was payable monthly commencing on March 7, 2023. The note was secured by all of the assets of 1847 ICU and ICU Eyewear. On September 11, 2023, GemCap Solutions, LLC sold and assigned the loan to AB Lending SPV I LLC d/b/a Mountain Ridge Capital. On the same date, 1847 ICU and ICU Eyewear entered into an amended and restated credit and security agreement with the AB Lending SPV I LLC d/b/a Mountain Ridge Capital for a revolving loan of up to $15,000,000, which loan may be drawn in advances. On the same date, the Company received an advance of $4,218,985, which was used to pay the amounts outstanding under the loan from GemCap Solutions, LLC, to pay certain closing fees and expenses in connection with the closing and for general working capital purposes. The revolving loan matures on September 11, 2026 and bears interest at an annual rate equal to Term SOFR plus eight percent (8.00%) per annum or, if at any time the Term SOFR cannot be determined, then at the Base Rate plus seven percent (7.00%), but in any event at a rate no higher than that permitted under applicable law. “Term SOFR” means the secured overnight financing rate published by the Federal Reserve Bank of New York for a one-month period on the date that is two (2) business days prior to the first day of such one-month period and “Base Rate” means a rate per annum equal to the greatest of (i) the Federal Funds Rate in effect on such day plus 1.00%, (ii) the Prime Rate in effect on such day, and (iii) Term SOFR for a one-month tenor plus 1.00%. However, following and during the continuation of an event of default (as defined in the amended and restated credit and security agreement), interest shall accrue at a default rate equal to such above rate plus two percent (2.00%) per annum. Interest accrued on the advances shall be payable monthly on the first day of each month commencing on October 1, 2023. The Company may voluntarily prepay the entire unpaid principal amount of the advances prior to the maturity date, but must pay a prepayment fee determined as follows: (i) a fee of three percent (3.00%) if the prepayment is made on or before September 11, 2024, (ii) a fee of two percent (2.00%) if the prepayment is made between September 12, 2024 and September 11, 2025, or (iii) a fee of one percent (1.00%) if the prepayment is made between September 12, 2025 and September 11, 2026. The amended and restated credit and security agreement contains customary affirmative and negative financial and other covenants and events of default for a loan of this type. The loan is secured by a first priority security interest in all of the assets of 1847 ICU and ICU Eyewear and is guaranteed by the Company pursuant to a limited guaranty. The Company may satisfy its obligations under the limited guaranty by paying such amounts in cash, or by issuing to the lender a number of common shares equal to the sum needed to satisfy the obligations under the limited guaranty in full divided by a price equal to the lesser of $4.575 or the closing price of the common shares on the day prior to such issuance; provided that if such issuance would violate Section 7.13 of the NYSE American Company Guide, which restricts the issuance of shares equal to 20% or more of the outstanding common shares for less than the greater of book or market value, then the Company must obtain shareholder approval of such issuance. As of December 31, 2023, the outstanding principal balance is $3,647,511, net of debt discounts of $683,029, with an accrued interest balance of $59,080. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2023 | |
Notes Payable [Abstract] | |
NOTES PAYABLE | NOTE 13 —NOTES PAYABLE Notes payable as of December 31, 2023 and 2022 consisted of the following: December 31, December 31, Vehicle loans $ 389,226 $ 230,235 6% Amortizing promissory note 562,411 465,805 6% Subordinated promissory notes 500,000 - Purchase and sale of future revenues loan 1,807,800 - 20% OID subordinated promissory notes 3,125,000 - Total notes payable 6,384,437 - Less: debt discounts (3,534,561 ) - Total notes payable, net $ 2,849,876 $ 696,040 Current portion of notes payable, net $ 2,575,730 $ 551,210 Notes payable, net of current portion $ 274,146 $ 144,830 6% Amortizing Promissory Note On July 29, 2020, 1847 Asien entered into a securities purchase agreement with Joerg Christian Wilhelmsen and Susan Kay Wilhelmsen, as trustees of the Wilhelmsen Family Trust, U/D/T Dated May 1, 1992, pursuant to which 1847 Asien issued a two-year 6% amortizing promissory note in the aggregate principal amount of $1,037,500. This note is unsecured and contains customary events of default. This note was subsequently amended on multiple occasions, and pursuant to the latest amendment, the parties agreed to extend the maturity date of the note to July 30, 2023. As additional consideration for entering into the amendment, 1847 Asien agreed to pay an amendment fee of $84,362 on the maturity date. This note is currently in default. As of December 31, 2023, the outstanding principal balance is $562,411, with an accrued interest balance of $142,883. 6% Subordinated Promissory Notes As part of the consideration paid in the acquisition of ICU Eyewear, 1847 ICU issued the sellers 6% subordinated promissory notes in the aggregate principal amount of $500,000. The notes bear interest at the rate of 6% per annum with all principal and accrued interest being due and payable in one lump sum on February 9, 2024; provided that upon an event of default (as defined in the notes), such interest rate shall increase to 10%. 1847 ICU may prepay all or any portion of the notes at any time prior to the maturity date without premium or penalty of any kind. The notes contain customary events of default, including, without limitation, in the event of (i) non-payment, (ii) a default by 1847 ICU of any of its covenants in the notes, the agreement and plan of merger or any other agreement entered into in connection with the agreement and plan of merger, or a breach of any of the representations or warranties under such documents, (iii) the insolvency or bankruptcy of 1847 ICU or ICU Eyewear or (iv) a change of control (as defined in the notes) of 1847 ICU or ICU Eyewear. The notes are unsecured and subordinated to all senior indebtedness. As of December 31, 2023, the total outstanding principal balance is $500,000, with an accrued interest balance of $27,083. Purchase and Sale of Future Revenues Agreement On March 31, 2023, the Company and its subsidiary 1847 Cabinet entered into a non-recourse funding agreement with a third-party for the sale of future revenues totaling $1,965,000 for net cash proceeds of $1,410,000. The Company is required to make weekly ACH payments in the amount of $39,300. The agreement also allows for the third-party to file UCCs securing their interest in the receivables and includes customary events of default. The Company recorded a debt discount of $555,000, which will be amortized under the effective interest method. The Company is utilizing the prospective method to account for subsequent changes in the estimated future payments, whereby if there is a change in the estimated future cash flows, a new effective interest rate is determined based on the revised estimate of remaining cash flows. The effective interest rate was 72.4%. On November 30, 2023, this agreement was amended to increase the sale of future revenues outstanding balance by $1,375,500 to $1,965,000 for net cash proceeds of $865,500. All other terms remained the same. As a result of the amendment, the Company recorded a debt discount of $510,000, which will be amortized under the effective interest method. The Company is utilizing the prospective method to account for subsequent changes in the estimated future payments, whereby if there is a change in the estimated future cash flows, a new effective interest rate is determined based on the revised estimate of remaining cash flows. The effective interest rate is 65.1%. As of December 31, 2023, the outstanding principal balance is $1,807,800, net of debt discounts of $438,916. Private Placement of 20% OID Promissory Notes and Warrants On August 11, 2023, the Company entered into a securities purchase agreement in a private placement transaction with certain accredited investors, pursuant to which the Company issued and sold to the investors 20% OID subordinated promissory notes in the aggregate principal amount of $3,125,000 and warrants for the purchase of an aggregate of 40,989 common shares for total cash proceeds of $2,218,000. The notes are due and payable on February 11, 2024. The Company may voluntarily prepay the notes in full at any time. In addition, if the Company consummates any equity or equity-linked or debt securities issuance, or enters into a loan agreement or other financing, other than certain excluded debt (as defined in the note agreement), then the Company must prepay the notes in full. The notes are unsecured and have priority over all other unsecured indebtedness of the Company, except for certain senior indebtedness (as defined in the note agreement). The notes contain customary affirmative and negative covenants and events of default for a loan of this type. The warrants are exercisable for a period five (5) years at an exercise price of $18.30 per share (subject to adjustments as defined in the warrant agreement) and may be exercised on a cashless basis if at the time of exercise there is no effective registration statement registering, or the prospectus contained therein is not available for, the issuance of common shares upon exercise thereof. Pursuant to the securities purchase agreement, the Company is required to hold a special meeting of its shareholders on or before the date that is sixty (60) calendar days after the date of the securities purchase agreement for the purpose of obtaining shareholder approval of the issuance of all common shares that may be issued upon conversion of the notes and exercise of the warrants in accordance with NYSE American rules (the “Shareholder Approval”). In connection with the securities purchase agreement, the Company also entered into a registration rights agreement with the investors, pursuant to which the Company agreed to file a registration statement to register all common shares underlying the notes and the warrants under the Securities Act of 1933, as amended, within fifteen (15) days following an event of default and use its best efforts to cause such registration statement to be declared effective within ninety (90) days after the filing thereof. If the Company fails to meet these deadlines or comply with certain other requirements in the registration rights agreement, then on each date that the Company fails to comply, and on each monthly anniversary thereof, the Company shall pay to each investor an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.0% of the aggregate subscription amount paid by such investor pursuant to the securities purchase agreement, subject to an aggregate cap of 10%. If the Company fails to pay any of these amounts in full within seven (7) days after the date payable, the Company must pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law). Spartan Capital Securities, LLC (“Spartan”) acted as placement agent in connection with the securities purchase agreement and received (i) a cash transaction fee equal to 6% of the aggregate gross proceeds, (ii) a non-accountable and non-reimbursable due diligence and expense fee equal to 1% of the aggregate gross proceeds and (iii) a warrant for the purchase of a number of common shares equal to eight percent (8%) of the number common shares issuable upon conversion of the notes and exercise of the warrants at an exercise price of $20.13 per share (subject to adjustments as defined in the warrant agreement), resulting in the issuance of a warrant for 86,613 common shares. The warrant is exercisable at any time six months after the date of issuance and until the fifth anniversary thereof. Subject to Shareholder Approval, the notes are convertible into common shares at the option of the holders at any time on or following the date that an event of default (as defined in the note agreement) occurs at a conversion price equal to 90% of the lowest volume weighted average price of the Company’s common shares on any trading day during the five (5) trading days prior to the conversion date; provided that such conversion price shall not be less than $3.00 per share. The conversion price of the notes is subject to standard adjustments, including a price-based adjustment in the event that the Company issues any common shares or other securities convertible into or exercisable for common shares at an effective price per share that is lower than the conversion price, subject to certain exceptions. The Company evaluated the embedded features within these promissory notes in accordance with ASC 480 and ASC 815. The Company determined that the embedded features, specifically (i) the default penalty of 40% on outstanding principal, and (ii) the conversion option into common shares at 90% of the lowest volume weighted average price for the common shares on the Company’s principal trading market (the “VWAP”) in the five days preceding conversion, subject to a $3.00 floor price, constitute derivative liabilities. These features, arising from default provisions not within the Company’s control, including the contingent interest feature and the contingent conversion (deemed redemption) feature, meet the definition of a derivative and do not qualify for derivative accounting exemptions. Consequently, these embedded features are bifurcated from the debt host and recognized as a single derivative liability. The initial fair value of the derivative liabilities was determined using a Monte Carlo Simulation valuation model, considering various potential outcomes and scenarios. The model used the following assumptions: (i) dividend yield of 0%; (ii) expected volatility of 145.37%; (iii) risk-free interest rate of 5.37%; (iv) maximum term of one year; (v) estimated fair value of the common shares of $18.52 per share; and (vi) various probability assumptions. Subsequent changes in fair value are recognized in the statement of operations each reporting period. The issuance costs for the promissory notes, along with the allocated fair values of both the warrants and the bifurcated embedded derivative liability, have been collectively treated as a debt discount. This discount is being amortized to interest expense over the term of the promissory notes using the effective interest method. As of December 31, 2023, the total outstanding principal balance is $29,355, net of debt discounts of $3,095,645. Vehicle Loans The Company has financed purchases of vehicles with notes payable, which are secured by the vehicles purchased. These notes have five to six-year terms and interest rates ranging from 3.74% to 9.94%. As of December 31, 2023, the total outstanding balance is $389,226. Estimated future minimum principal payments of notes payable for the next five years consists of the following as of December 31, 2023: Year Ending December 31, Amount 2024 $ 6,110,291 2025 105,068 2026 75,485 2027 62,699 2028 30,894 Total payments $ 6,384,437 |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2023 | |
Convertible Notes Payable [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 14 —CONVERTIBLE NOTES PAYABLE Convertible notes payable as of December 31, 2023 and 2022 consisted of the following: December 31, December 31, Secured convertible promissory notes $ 24,860,000 $ 24,860,000 6% subordinated convertible promissory notes 2,520,346 2,520,346 Private placements of convertible promissory notes 1,222,408 - Total convertible notes payable 28,602,754 27,380,346 Less: debt discounts (1,936,534 ) (2,712,547 ) Total convertible notes payable, net $ 26,666,220 $ 24,667,799 Current portion of convertible notes payable, net $ 3,614,142 $ - Convertible notes payable, net of current portion $ 23,052,078 $ 24,667,799 Secured Convertible Promissory Notes On October 8, 2021, the Company and each of its subsidiaries 1847 Asien, 1847 Wolo, and 1847 Cabinet (collectively, the “Guarantors”) entered into a note purchase agreement with two institutional investors, pursuant to which the Company issued to these purchasers secured convertible promissory notes in the aggregate principal amount of $24,860,000. The notes contain an aggregate original issue discount of $497,200. As a result, the total purchase price was $24,362,800. After payment of expenses of $617,825, the Company received net proceeds of $23,744,975, of which $10,687,500 was used to fund the cash portion of the purchase price for the acquisition of High Mountain and Innovative Cabinets. In addition, as consideration for the financing, the Company granted the financing agent 187,500 warrants with a fair value of $956,526 and 7.5% interest in High Mountain and Innovative Cabinets which had a fair value of $1,146,803. The agent fees were reflected as a discount against the convertible note payable with the warrants being included in additional paid in capital and the equity interest being included within noncontrolling interest on the consolidated balance sheet. The notes bear interest at a rate per annum equal to the greater of (i) 4.75% plus the U.S. Prime Rate that appears in The Wall Street Journal The Company may voluntarily prepay the notes in whole or in part upon payment of a prepayment fee in an amount equal to 10% of the principal and interest paid in connection with such prepayment. In addition, immediately upon receipt by the Company or any subsidiary of any proceeds from any issuance of indebtedness (other than certain permitted indebtedness), any proceeds of any sale or disposition by the Company or any subsidiary of any of the collateral or any of its respective assets (other than asset sales or dispositions in the ordinary course of business which are permitted by the note purchase agreement), or any proceeds from any casualty insurance policies or eminent domain, condemnation or similar proceedings, the Company must prepay the notes in an amount equal to all such proceeds, net of reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by the Company or a subsidiary in connection therewith (in each case, paid to non-affiliates). The holders of the notes may, in their sole discretion, elect to convert any outstanding and unpaid principal portion of the notes, and any accrued but unpaid interest on such portion, into common shares at an adjusted conversion price equal to $2.76 per share (subject to adjustments as defined in the note agreement); provided that the notes contain certain beneficial ownership limitations. The note purchase agreement and the notes contain customary representations, warranties, affirmative and negative financial and other covenants and events of default for loans of this type. The notes are guaranteed by each of the Guarantors and are secured by a first priority security interest in all of the assets of the Company and the Guarantors. As of December 31, 2023, the total outstanding principal balance is $23,052,078, net of debt discounts of $1,807,922, with an accrued interest balance of $881,711. 6% Subordinated Convertible Promissory Notes On October 8, 2021, 1847 Cabinet issued 6% subordinated convertible promissory notes in the aggregate principal amount of $5,880,345 to Steven J. Parkey and Jose D. Garcia-Rendon, the sellers of High Mountain and Innovative Cabinets. On July 26, 2022, the Company entered into a conversion agreement with Steven J. Parkey and Jose D. Garcia-Rendon, pursuant to which they agreed to convert an aggregate of $3,360,000 of the notes into an aggregate of 8,000 common shares at a conversion price of $420 per share. As a result, the Company recognized a loss on extinguishment of debt of $1,280,000. The notes bear interest at a rate of six percent (6%) per annum and are due and payable on October 8, 2024; provided that upon an event of default (as defined in the note agreement), such interest rate shall increase to ten percent (10%) per annum. 1847 Cabinet may prepay the notes in whole or in part, without penalty or premium, upon ten (10) business days prior written notice to the holders of the notes. On October 8, 2021, the Company entered into an exchange agreement with the holders, pursuant to which the Company granted them the right to exchange all of the principal amount and accrued but unpaid interest under the notes or any portion thereof for a number of common shares to be determined by dividing the amount to be converted by an exchange price equal to the higher of (i) the 30-day volume weighted average price for the common shares on the primary national securities exchange or over-the-counter market on which the common shares are traded over the thirty (30) trading days immediately prior to the applicable exchange date or (ii) $1,000 (subject to adjustments as defined in the note agreement). The notes contain customary events of default, including in the event of a default under the secured convertible promissory notes described above. The rights of the holders to receive payments under the notes are subordinated to the rights of the purchasers under secured convertible promissory notes described above. As of December 31, 2023, the outstanding total principal balance is $2,391,734, net of debt discounts of $128,612, with an accrued interest balance of $534,750. Private Placements of Convertible Promissory Notes and Warrants On July 8, 2022, the Company entered into securities purchase agreement with one accredited investor, Mast Hill Fund, L.P. (“Mast Hill”), pursuant to which the Company issued to such investor (i) a promissory note in the principal amount of $600,000 and (ii) five-year warrants for the purchase of an aggregate of 1,000 common shares at an exercise price of $600 per share (subject to adjustments as defined in the warrant agreement) for total net cash proceeds of $499,600. As additional consideration, the Company issued a three-year warrant to J.H. Darbie & Co (the broker) for the purchase of 36 common shares at an adjusted exercise price of $2.76 per share (subject to adjustments as defined in the warrant agreement). On August 10, 2022, the promissory note was repaid in full. On February 3, 2023, the Company entered into securities purchase agreements with two accredited investors, Mast Hill and Leonite Fund I, LP (“Leonite”), pursuant to which the Company issued to such investors (i) promissory notes in the aggregate principal amount of $604,000 and (ii) five-year warrants for the purchase of an aggregate of 1,259 common shares at an adjusted exercise price of $2.76 per share (subject to adjustments as defined in the warrant agreement) for total cash proceeds of $540,000. As additional consideration, the Company issued an aggregate of 1,259 common shares to the investors as a commitment fee. Additionally, the Company issued a five-year warrant to J.H. Darbie & Co (the broker) for the purchase of 9 common shares at an adjusted exercise price of $2.76 per share (subject to adjustments as defined in the warrant agreement). On February 9, 2023, the Company entered into securities purchase agreements with two accredited investors, Mast Hill and Leonite, pursuant to which the Company issued to such investors (i) promissory notes in the aggregate principal amount of $2,557,575 and (ii) five-year warrants for the purchase of an aggregate of 5,329 common shares at an adjusted exercise price of $2.76 per share (subject to adjustments as defined in the warrant agreement) for total cash proceeds of $2,271,818. As additional consideration, the Company issued 2,898 common shares to Mast Hill and issued to Leonite a five-year warrant for the purchase of 2,431 common shares at an exercise price of $1.00 per share (subject to adjustments as defined in the warrant agreement), which were issued as a commitment fee. Additionally, the Company issued a five-year warrant to J.H. Darbie & Co (the broker) for the purchase of 120 common shares at an adjusted exercise price of $2.76 per share (subject to adjustments as defined in the warrant agreement). On February 22, 2023, the Company entered into securities purchase agreement with one accredited investor, Mast Hill, pursuant to which the Company issued to such investor (i) a promissory note in the principal amount of $878,000 and (ii) five-year warrants for the purchase of an aggregate of 1,830 common shares at an adjusted exercise price of $2.76 per share (subject to adjustments as defined in the warrant agreement) for total cash proceeds of $737,700. As additional consideration, the Company issued a five-year warrant for the purchase of 1,984 common shares at an exercise price of $1.00 per share (subject to adjustments as defined in the warrant agreement) to the investor as a commitment fee. Additionally, the Company issued a five-year warrant to J.H. Darbie & Co (the broker) for the purchase of 76 common shares at an adjusted exercise price of $2.76 per share (subject to adjustments as defined in the warrant agreement). These notes bear interest at a rate of 12% per annum and mature on the first anniversary of the date of issuance; provided that any principal amount or interest which is not paid when due shall bear interest at a rate of the lesser of 16% per annum or the maximum amount permitted by law from the due date thereof until the same is paid. The notes require monthly payments of principal and interest commencing in May 2023. The Company may voluntarily prepay the outstanding principal amount and accrued interest of each note in whole upon payment of certain prepayment fees. In addition, if at any time the Company receives cash proceeds from any source or series of related or unrelated sources, including, but not limited to, the issuance of equity or debt, the exercise of outstanding warrants, the issuance of securities pursuant to an equity line of credit (as defined in the note agreement) or the sale of assets outside of the ordinary course of business, each holder shall have the right in its sole discretion to require the Company to immediately apply up to 50% of such proceeds to repay all or any portion of the outstanding principal amount and interest then due under the notes. The notes are unsecured and have priority over all other unsecured indebtedness. The notes contain customary affirmative and negative covenants and events of default for a loan of this type. The notes become convertible into common shares at the option of the holders at any time on or following the date that an event of default (as defined in the note agreement) occurs under the notes at a conversion price equal the lower of (i) $420 per share (subject to adjustments as defined in the note agreement) and (ii) 80% of the lowest volume weighted average price of the common shares on any trading day during the five (5) trading days prior to the conversion date; provided that such conversion price shall not be less than $3.00 per share. The Company evaluated the embedded features within these notes in accordance with ASC 480 and ASC 815. The Company determined that the embedded features, specifically (i) the default penalty of 15% on outstanding principal and accrued interest, and (ii) the conversion option into common shares at the lower of $420 per share or 80% of the lowest VWAP in the five days preceding conversion, subject to a $3.00 floor price, constitute derivative liabilities. These features, arising from default provisions not within the Company’s control, including the contingent interest feature and the contingent conversion (deemed redemption) feature, meet the definition of a derivative and do not qualify for derivative accounting exemptions. Consequently, these embedded features are bifurcated from the debt host and recognized as a single derivative liability. The initial fair value of the derivative liabilities was determined using a Monte Carlo Simulation valuation model, considering various potential outcomes and scenarios. The model used the following assumptions: (i) dividend yield of 0%; (ii) expected volatility of 160.45%; (iii) risk-free interest rate of 4.68%; (iv) maximum term of one year; (v) estimated fair value of the common shares of $193 per share; and (vi) various probability assumptions. Subsequent changes in fair value are recognized in the statement of operations each reporting period. The issuance costs for the promissory notes, along with the allocated fair values of both the warrants and the bifurcated embedded derivative liability, have been collectively treated as a debt discount. This discount is being amortized to interest expense over the term of the promissory notes using the effective interest method. On August 4, 2023, the Company received notices from Mast Hill and Leonite that an event of default had occurred under the notes issued on February 3, 2023 for failure to make certain payments when due. Mast Hill and Leonite agreed in writing that they would not require any payments in cash for the over-due amounts or accelerate the payments due under the notes for a period of 60 days. Since an event of default occurred, Mast Hill and Leonite have the right to convert the notes, including the over-due amounts, penalties and fees, into common shares at their election. On August 4, 2023, Mast Hill converted its note in full into 5,536 common shares, which conversion amount included $91,174 of principal, interest and certain penalties and fees. In August 2023, Leonite converted its note in full into 47,979 common shares, which conversion amount included $730,814 of principal, interest and certain penalties and fees. On August 9, 2023, the Company received notices from Mast Hill and Leonite that an event of default had occurred under the notes issued on February 9, 2023 for failure to make certain payments when due. Mast Hill and Leonite agreed in writing that they would not require any payments in cash for the over-due amounts or accelerate the payments due under the notes for a period of 60 days. Since an event of default occurred, Mast Hill and Leonite have the right to convert the notes, including the over-due amounts, penalties and fees, into common shares at their election. In August 2023, Mast Hill converted a portion of its note into 100,691 common shares, which conversion amount included $1,002,556 of principal, interest and certain penalties and fees. In August and December 2023, Leonite converted a portion of its note into 222,050 common shares, which conversion amount included $1,536,582 of principal, interest and certain penalties and fees. On August 31, 2023, the Company, Mast Hill and Leonite entered into amendments to the notes issued on February 9, 2023 and February 22, 2023, pursuant to which the parties agreed to extend the maturity date of these remaining notes to August 31, 2024 and the Company agreed to make monthly payments commencing on September 30, 2023, as further described in the amendments. Mast Hill and Leonite have also agreed not to convert any portion of the remaining notes as long as the Company makes these payments on time or receives approval from the Company to do so. As additional consideration for the amendments, the Company agreed to pay Mast Hill and Leonite an amendment fee equal to 10% of the principal amounts of the remaining notes. As of December 31, 2023, the total outstanding principal balance of these notes is $1,222,408, with an accrued interest balance of $45,956. Estimated future minimum principal payments of convertible notes payable for the next five years consists of the following as of December 31, 2023: Year Ending December 31, Amount 2024 $ 3,742,754 2025 - 2026 24,860,000 Total payments $ 28,602,754 |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2023 | |
Related Parties [Abstract] | |
RELATED PARTIES | NOTE 15 —RELATED PARTIES Related Party Note Related party note payable as of December 31, 2023 and 2022 consisted of the following: December 31, December 31, Related party promissory note $ 578,290 $ 362,779 Current portion of related party note payable $ 578,290 $ 362,779 Related party note payable, net of current portion $ - $ - On September 30, 2020, a portion of the purchase price for the acquisition of Kyle’s was paid by the issuance of a promissory note by 1847 Cabinet to Stephen Mallatt, Jr. and Rita Mallatt, who are officers of Kyle’s, in the principal amount of $1,260,000. Payment of the principal and accrued interest on the note was subject to vesting. On July 26, 2022, the Company and 1847 Cabinet entered into a conversion agreement with Stephen Mallatt, Jr. and Rita Mallatt, pursuant to which they agreed to convert $797,221 of the vesting note into 1,899 common shares at a conversion price of $420 per share. As a result, the Company recognized a loss on extinguishment of debt of $303,706. The note was subsequently amended on multiple occasions. Pursuant to the latest amendment, the parties agreed to extend the maturity date of the note to July 30, 2023. As additional consideration for entering into the amendment, 1847 Cabinet agreed to pay an amendment fee of $76,784 on the maturity date. This note is currently in default. As of December 31, 2023, the outstanding principal balance is $578,290, with an accrued interest balance of $21,528. Management Services Agreements On April 15, 2013, the Company and the Manager entered into a management services agreement, pursuant to which the Company is required to pay the Manager a quarterly management fee equal to 0.5% of its adjusted net assets for services performed (the “Parent Management Fee”). The amount of the Parent Management Fee with respect to any fiscal quarter is (i) reduced by the aggregate amount of any management fees received by the Manager under any offsetting management services agreements with respect to such fiscal quarter, (ii) reduced (or increased) by the amount of any over-paid (or under-paid) Parent Management Fees received by (or owed to) the Manager as of the end of such fiscal quarter, and (iii) increased by the amount of any outstanding accrued and unpaid Parent Management Fees. The Company expensed $0 in Parent Management Fees for the years ended December 31, 2023 and 2022. On May 28, 2020, 1847 Asien entered into an offsetting management services agreement with the Manager. Pursuant to the management services agreement, the Manager will provide certain services to 1847 Asien in exchange for a quarterly management fee. This fee will be the greater of $75,000 or 2% of adjusted net assets (as defined within the management services agreement). 1847 Asien expensed management fees of $300,000 for the years ended December 31, 2023 and 2022. On August 21, 2020, 1847 Cabinet entered into an offsetting management services agreement with the Manager, which was amended on October 8, 2021. Pursuant to the amended management services agreement, the Manager will provide certain services to 1847 Cabinet in exchange for a quarterly management fee. This fee will be the greater of $125,000 or 2% of adjusted net assets (as defined within the amended management services agreement). 1847 Cabinet expensed management fees of $500,000 for the years ended December 31, 2023 and 2022. On March 30, 2021, 1847 Wolo entered into an offsetting management services agreement with the Manager. Pursuant to the management services agreement, the Manager will provide certain services to 1847 Wolo in exchange for a quarterly management fee. This fee will be the greater of $75,000 or 2% of adjusted net assets (as defined within the management services agreement). 1847 Wolo expensed management fees of $300,000 for the years ended December 31, 2023 and 2022. On February 9, 2023, 1847 ICU entered into an offsetting management services agreement with the Manager. Pursuant to the management services agreement, the Manager will provide certain services to 1847 ICU in exchange for a quarterly management fee. This fee will be the greater of $75,000 or 2% of adjusted net assets (as defined within the management services agreement). 1847 ICU expensed management fees of $225,000 for the years ended December 31, 2023. In addition, if the aggregate amount of management fees paid or to be paid to the Manager under the offsetting management services agreements, exceeds, or is expected to exceed, 9.5% of the Company’s gross income in any fiscal year or the Parent Management Fee in any fiscal quarter, then the management fee to be paid by such entities shall be reduced, on a pro rata basis determined by reference to the other management fees to be paid to the Manager under other offsetting management services agreements. On a consolidated basis, the Company expensed total management fees of $1,325,000 and $1,100,000 for the years ended December 31, 2023 and 2022, respectively. Manager’s Profit Allocation The Manager owns 100% of the allocation shares of the Company which represent the original equity interest in the Company. As a holder of the allocation shares, the Manager is entitled to receive a 20% profit allocation as a form of preferred distribution, pursuant to a profit allocation formula upon the occurrence of certain events. Generally, the distribution of the profit allocation is paid upon the occurrence of the sale of a material amount of capital stock or assets of one of the Company’s businesses, including if the Company distributes its equity ownership in a subsidiary to the Company’s shareholders in a spin-off or similar transaction (a “Sale Event”), or, at the option of the Manager, at the five-year anniversary date of the acquisition of one of the Company’s businesses (a “Holding Event”). The calculation of the profit allocation and the rights of the Manager, as the holder of the allocation shares, are governed by the operating agreement. The Company records distributions of the profit allocation to the holders upon occurrence of a Sale Event or Holding Event as dividends declared on allocation interests to shareholders’ equity when they are approved by the Company’s board of directors. The last occurrence of profit allocation distribution to the Manager by the Company was during the fourth quarter of 2020, concurrent with the spin-off of a former subsidiary. Following the profit allocation distribution to the Manager, the board of directors identified a need to adjust the distribution to the Manger, which resulted in the recognition of a $2 million distribution receivable from the Manager within shareholders’ equity, with repayment anticipated upon the occurrence of the next qualified profit allocation distribution event (the “Distribution Receivable”). On April 23, 2024, the Company and the Manager entered into a letter agreement regarding the timing of payment of the Distribution Receivable, pursuant to which the parties agreed to treat the Distribution Receivable as a $2,000,000, plus interest accrued thereon at a non-compounding rate equal to the applicable federal rate, unqualified obligation of the Manager to be repaid as a credit against all future profit allocations resulting from both a Sale Event and a Holding Event payable to the Manager, all until the Distribution Receivable is fully paid, provided that, if the Distribution Receivable is not fully paid by the application of such credit or otherwise by the first to occur of (i) December 31, 2024 and (ii) the date of the sale of all or substantially all the assets (in a transaction of any form) or the liquidation, dissolution or winding up, voluntary or involuntary, of either party, then upon such date the unpaid balance shall be immediately due, payable and paid by the Manager. Advances From time to time, the Company has received advances from its chief executive officer to meet short-term working capital needs. As of December 31, 2023 and 2022, a total of $118,834 in advances from related parties are outstanding. These advances are unsecured, bear no interest, and do not have formal repayment terms or arrangements. As of December 31, 2023 and 2022, the Manager has funded the Company $74,928 in related party advances. These advances are unsecured, bear no interest, and do not have formal repayment terms or arrangements. Building Lease On September 1, 2020, Kyle’s entered into an industrial lease agreement with Stephen Mallatt, Jr. and Rita Mallatt, who are officers of Kyle’s. The lease is for a term of five years, with an option for a renewal term of five years and provides for a base rent of $7,000 per month for the first 12 months, which will increase to $7,210 for months 13-16 and to $7,426 for months 37-60. In addition, Kyle’s is responsible for all taxes, insurance and certain operating costs during the lease term. During the years ended December 31, 2023 and 2022, the Company expensed $87,106 under this related party lease. |
Convertible Preferred Shares
Convertible Preferred Shares | 12 Months Ended |
Dec. 31, 2023 | |
Convertible Preferred Shares [Abstract] | |
CONVERTIBLE PREFERRED SHARES | NOTE 16 —CONVERTIBLE PREFERRED SHARES Series A Senior Convertible Preferred Shares On September 30, 2020, the Company executed a share designation, which was amended on November 20, 2020, March 26, 2021 and September 29, 2021, to designate 4,450,460 of its shares as series A senior convertible preferred shares. The following is a description of the rights of the series A senior convertible preferred shares. Ranking. Dividend Rights. Liquidation Rights. Voting Rights. Conversion Rights. Redemption Rights. Adjustments. provide the Company with at least ten (10) business day’s prior written notice, then, from and after the date of such notice, the stated dividend rate, the stated value and the conversion price shall automatically adjust as follows: ● On the first day of the 12th month following the issuance date of any series A senior convertible preferred shares, the stated dividend rate shall automatically increase by five percent (5.0%) per annum and the conversion price shall automatically adjust to the lower of the (i) initial conversion price and (ii) the price equal to the lowest VWAP of the ten (10) trading days immediately preceding such date. ● On the first day of the 24th month following the issuance date of any series A senior convertible preferred shares, the stated dividend rate shall automatically increase by an additional five percent (5.0%) per annum, the stated value shall automatically increase by ten percent (10%) and the conversion price shall automatically adjust to the lower of the (i) initial conversion price and (ii) the price equal to the lowest VWAP of the ten (10) trading days immediately preceding such date. On June 15, 2023, the Requisite Holders provided notice that the stated dividend rate increased from 14% to 24% of the stated value and the stated value increased from $2.00 to $2.20. ● On the first day of the 36th month following the issuance date of any series A senior convertible preferred shares, the stated dividend rate shall automatically increase by an additional five percent (5.0%) per annum, the stated value shall automatically increase by ten percent (10%) and the conversion price shall automatically adjust to the lower of the (i) initial conversion price and (ii) the price equal to the lowest VWAP of the ten (10) trading days immediately preceding the third adjustment date. On March 31, 2024, the stated dividend rate increased from 24% to 29% of the stated value and the stated value increased from $2.20 to $2.42. Notwithstanding the foregoing, the conversion price for purposes of the adjustments above shall not be adjusted to a number that is below $3.00 per share. Additional Equity Interest. Most Favored Nations During the years ended December 31, 2023 and 2022, the Company accrued series A preferred share dividends of $347,157 and $590,162, respectively. During the year ended December 31, 2023, the Company settled $434,629 of previously accrued dividends through the issuance of 23,423 During the year ended December 31, 2023, 1,367,273 shares of series A senior convertible preferred shares were converted into 160,752 common shares. During the year ended December 31, 2022, 133,333 shares of series A senior convertible preferred shares were converted into 381 common shares and the Company redeemed 90,909 series A senior convertible preferred shares for a total redemption price of $209,091. On May 15, 2023, the Company entered into amendments to the securities purchase agreements relating to the series A senior convertible preferred shares, pursuant to which the securities purchase agreements were amended to include a provision giving the Company to option to force the exercise of warrants issued pursuant to such securities purchase agreements for the issuance of a number of common shares equal to the quotient of (i) eighty percent (80%) of the Black Scholes Value of the warrants divided by (ii) the applicable exercise price of the warrants. As of December 31, 2023 and 2022, the Company had 226,667 and 1,593,940 shares of series A senior convertible preferred shares issued and outstanding, respectively. Series B Senior Convertible Preferred Shares On February 17, 2022, the Company executed a share designation to designate 583,334 of its shares as series B senior convertible preferred shares. The following is a description of the rights of the series B senior convertible preferred shares. Ranking Dividend Rights Liquidation Rights Voting Rights Conversion Rights Redemption Rights Adjustments nsolidations or similar transactions. In addition, the share designation provides that the stated dividend rate, the stated value and the conversion price shall automatically adjust as follows: ● On the first day of the 12th month following the issuance of the first series B senior convertible preferred share, the stated dividend rate shall automatically increase by five percent (5.0%) per annum and the conversion price shall automatically adjust to the lower of the (i) initial conversion price and (ii) the price equal to the lowest VWAP of the ten (10) trading days immediately preceding such date. On February 25, 2023, the stated dividend rate increased from 14% to 19% of the stated value. ● On the first day of the 24th month following the issuance of the first series B senior convertible preferred share, the stated dividend rate shall automatically increase by an additional five percent (5.0%) per annum, the stated value shall automatically increase by ten percent (10%) and the conversion price shall automatically adjust to the lower of the (i) initial conversion price and (ii) the price equal to the lowest VWAP of the ten (10) trading days immediately preceding such date. On February 25, 2024, the stated dividend rate increased from 19% to 24% of the stated value and the stated value increased from $3.30 to $3.30. ● On the first day of the 36th month following the issuance of the first series B senior convertible preferred share, the stated dividend rate shall automatically increase by an additional five percent (5.0%) per annum, the stated value shall automatically increase by ten percent (10%) and the conversion price shall automatically adjust to the lower of the (i) initial conversion price and (ii) the price equal to the lowest VWAP of the ten (10) trading days immediately preceding such date. Notwithstanding the foregoing, the conversion price for purposes of the adjustments above shall not be adjusted to a number that is below $3.00 per share. In addition, if any legislation or rules are adopted whereby the holding period of securities for purposes of Rule 144 of the Securities Act of 1933, as amended, for convertible securities that convert at market-adjusted rates is increased resulting in a longer holding period for convertible securities like the series B senior convertible preferred shares and the unavailability at th Most Favored Nations During the year ended December 31, 2022, the Company sold an aggregate of 481,566 units, at a price of $3.00 per unit, for aggregate gross proceeds of $1,281,000. Of this amount 58,234 units were sold to the Company’s Chief Executive Officer, Ellery W. Roberts, for aggregate gross proceeds of $174,700. The Company had total issuance costs relating to these offerings of approximately $15,000, resulting in net proceeds of $1,429,700. Each unit consists of one (1) series B senior convertible preferred share and a three-year warrant to purchase one (1) common share at an exercise price of $1,200 per common share (subject to adjustments), which such exercise price was adjusted to $3.00 following the adjustments, and may be exercised on a cashless basis under certain circumstances. The embedded conversion options of the series B senior convertible preferred shares and warrants were clearly and closely related to the equity host and did not require bifurcation. The $1,429,700 of net proceeds were allocated on a relative fair value basis of $1,257,650 to the series B preferred shares and $172,050 to the warrants. The series B preferred shares fair value was derived using an Option Pricing Method and the warrants fair value was derived using a Monte Carlo Simulation Model. During the years ended December 31, 2023 and 2022, the Company accrued series B preferred share dividends of $165,810 and $162,268, respectively. During the year ended December 31, 2023, the Company settled $75,722 of previously accrued dividends through the issuance of 10,942 During the year ended December 31, 2023, 373,332 shares of series B senior convertible preferred shares were converted into 88,495 common shares. During the year ended December 31, 2022, the Company redeemed 16,667 series B senior convertible preferred shares for a total redemption price of $57,501. On May 15, 2023, the Company entered into amendments to the securities purchase agreements relating to the series B senior convertible preferred shares, pursuant to which the securities purchase agreements were amended to include a provision giving the Company to option to force the exercise of warrants issued pursuant to such securities purchase agreements for the issuance of a number of common shares equal to the quotient of (i) eighty percent (80%) of the Black Scholes Value of the warrants divided by (ii) the applicable exercise price of the warrants. As of December 31, 2023 and 2022, the Company had 91,567 and 464,899 shares of series B senior convertible preferred shares issued and outstanding, respectively. |
Shareholders_ Equity (Deficit)
Shareholders’ Equity (Deficit) | 12 Months Ended |
Dec. 31, 2023 | |
Shareholders’ Equity (Deficit) [Abstract] | |
SHAREHOLDERS’ EQUITY (DEFICIT) | NOTE 17 —SHAREHOLDERS’ EQUITY (DEFICIT) Allocation Shares As of December 31, 2023 and 2022, the Company had authorized and outstanding 1,000 allocation shares. These allocation shares do not entitle the holder thereof to vote on any matter relating to the Company other than in connection with amendments to the Company’s operating agreement and in connection with certain other corporate transactions as specified in the operating agreement. The 1,000 allocation shares are issued and outstanding and held by the Manager, which is controlled by Mr. Roberts, the Company’s chief executive officer and a principal shareholder. Common Shares As of December 31, 2023 and 2022, the Company was authorized to issue 500,000,000 common shares and had 915,581 and 56,789 common shares issued and outstanding, respectively. On February 16, 2022, the Company issued 381 common shares upon the conversion of 133,333 series A senior convertible preferred shares. On August 2, 2022, the Company entered into an underwriting agreement with Craft Capital Management LLC and R.F. Lafferty & Co. Inc., as representatives of the underwriters named on Schedule 1 thereto, relating to the Company’s public offering of common shares. Under the underwriting agreement, the Company agreed to sell 14,286 common shares to the underwriters, at a gross purchase price per share of $420 per share, pursuant to the Company’s registration statement on Form S-1 (File No. 333-259011) under the Securities Act of 1933, as amended. On August 5, 2022, the Company sold 14,286 common shares for total gross proceeds of $6 million. After deducting underwriting commissions and expenses, the Company received net proceeds of approximately $5.15 million. On August 2, 2022, the Company issued an aggregate of 8,000 common shares upon the partial extinguishment of the 6% convertible promissory notes issued to the Sellers of High Mountain and Innovative Cabinets (as described in Note 14). On August 2, 2022, the Company issued 1,899 common shares upon the partial extinguishment of the related party promissory issued to Stephen Mallatt, Jr. and Rita Mallatt (as described in Note 15). On August 2, 2022, the Company issued 2,851 common shares to Bevilacqua PLLC, the Company’s outside securities counsel, upon the settlement of accounts payable. On March 23, 2022, the Company declared a common share dividend of $5.00 per share, or an aggregate of $249,762 to shareholders of record as of March 31, 2022. This dividend was paid on April 15, 2022. On July 29, 2022, the Company declared a common share dividend of $13.13 per share, or an aggregate of $337,841 to shareholders of record as of August 4, 2022. This dividend was paid on August 19, 2022. On August 23, 2022, the Company declared a common share dividend of $13.13 per share, or an aggregate of $505,751 to shareholders of record as of September 30, 2022. This dividend was paid on October 17, 2022. On July 3, 2023, the Company entered into a securities purchase agreement with certain purchasers and a placement agency agreement with Spartan, pursuant to which the Company agreed to issue and sell to such purchasers an aggregate of 38,450 common shares and prefunded warrants for the purchase of 55,000 common shares at an offering price of $20 per common share and $19 per pre-funded warrant, pursuant to the Company’s effective registration statement on Form S-1 (File No. 333-272057). On July 7, 2023, the closing of this offering was completed. At the closing, the purchasers prepaid the exercise price of the prefunded warrants in full. Therefore, the Company received total gross proceeds of $1,869,000. Pursuant to the placement agency agreement, Spartan received a cash transaction fee equal to 8% of the aggregate gross proceeds and reimbursement of certain out-of-pocket expenses. After deducting these and other offering expenses, the Company received net proceeds of approximately $1,494,480. All of the purchasers exercised the prefunded warrants in full either at closing or shortly thereafter and the Company issued an aggregate of 55,000 common shares upon such exercise. On July 14, 2023, the Company entered into a securities purchase agreement with certain purchasers and a placement agency agreement with Spartan, which were amended pursuant to an amendatory agreement, dated July 18, 2023, among the Company, Spartan and such purchasers. Pursuant to the foregoing, on July 18, 2023, the Company issued and sold to such purchasers an aggregate of 40,000 common shares at a purchase price of $24 per share for total gross proceeds of $960,000, pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-269509). Spartan received a cash transaction fee equal to 8% of the aggregate gross proceeds and reimbursement of certain out-of-pocket expenses. After deducting these and other offering expenses, the Company received net proceeds of approximately $858,200. During the year ended December 31, 2023, the Company issued an aggregate 34,365 During the year ended December 31, 2023, the Company issued an aggregate of 4,157 common shares to two accredited investors as a commitment fee (as described in Note 14). During the year ended December 31, 2023, the Company issued 5,066 common shares upon the exercise of warrants for cash proceeds of $5,064. During the year ended December 31, 2023, the Company issued an aggregate of 22,751 common shares upon the cashless exercise of other warrants. During the year ended December 31, 2023, the Company issued an aggregate of 160,752 common shares upon the conversion of an aggregate of 1,367,273 series A senior convertible preferred shares. During the year ended December 31, 2023, the Company issued an aggregate of 88,495 common shares upon the conversion of an aggregate of 373,332 series B senior convertible preferred shares. During the year ended December 31, 2023, the Company issued an aggregate of 409,756 common shares upon the conversion of promissory notes and accrued interest (as described in Note 14). Warrants Warrant Dividend Issued to Preferred Shareholders During the year ended December 31, 2022 (as described in Note 16), the Company sold an aggregate of 481,566 units, each unit consists of one (1) series B senior convertible preferred share and a three-year warrant to purchase one (1) common share at an exercise price of $1,200 per common share (subject to adjustments), which such exercise price was adjusted to $3.00 following the adjustments, and may be exercised on a cashless basis under certain circumstances. The embedded conversion options of the series B senior convertible preferred shares and warrants were clearly and closely related to the equity host and did not require bifurcation. Accordingly, a portion of the proceeds were allocated to the warrants and preferred shares based on their relative fair value using the Geometric Brownian Motion Stock Path Monte Carlo Simulation. The assumptions used in the model were as follows: (i) dividend yield of 0%; (ii) expected volatility of 51.81%; (iii) weighted average risk-free interest rate of 0.31%; (iv) expected life of three years; (v) estimated fair value of the common shares of $776 per share; (vi) exercise price of $1,200; and (vii) various probability assumptions related to redemption and down round price adjustments. The fair value of the warrants was $379,553, resulting in the amount allocated to the warrants, based on their relative fair value of $172,050, which was recorded as additional paid-in capital. Warrant Dividend Issued to Common Shareholders On January 3, 2023, the Company issued warrants for the purchase of 4,079 common shares as a dividend to common shareholders of record as of December 23, 2022, pursuant to a warrant agent agreement, dated January 3, 2023, with VStock Transfer, LLC. Each holder of common shares received a warrant to purchase one (1) common share for every ten (10) common shares owned as of the record date (with the number of shares underlying the warrant received rounded down to the nearest whole number). Each warrant represents the right to purchase common shares at an initial exercise price of $420 per share (subject to certain adjustments as set forth in the warrants). The Company may, at its option, voluntarily reduce the then-current exercise price to such amount and for such period or periods of time which may be through the expiration date as may be deemed appropriate by the board of directors. Cashless exercises of the warrants are not permitted. The warrants will generally be exercisable in whole or in part beginning on the later of (i) January 3, 2024 or (ii) the date that a registration statement on Form S-3 with respect to the issuance and registration of the common shares underlying the warrants has been filed with and declared effective by the SEC, and thereafter until January 3, 2026. The Company may redeem the warrants at any time in whole or in part at $0.001 per warrant (subject to equitable adjustment to reflect share splits, share dividends, share combinations, recapitalizations and like occurrences) upon not less than 30 days’ prior written notice to the registered holders of the warrants. As a result of the issuance of warrants as a dividend to common shareholders, the Company recognized a deemed dividend of approximately $0.6 million, which was calculated using a Black-Scholes pricing model. Warrants Issued in Private Placements of Promissory Notes On July 8, 2022, the Company entered into securities purchase agreement with one accredited investor, Mast Hill, pursuant to which the Company issued to such investor (i) a promissory note in the principal amount of $600,000 and (ii) five-year warrants for the purchase of an aggregate of 1,000 common shares at an exercise price of $600 per share (subject to adjustments as defined in the warrant agreement) for total net cash proceeds of $499,600. As additional consideration, the Company issued a three-year warrant to J.H. Darbie & Co (the broker) for the purchase of 36 common shares at an adjusted exercise price of $2.76 per share (subject to adjustments as defined in the warrant agreement). Accordingly, a portion of the proceeds were allocated to the warrants and common shares based on their relative fair value using the Geometric Brownian Motion Stock Path Monte Carlo Simulation. The assumptions used in the model were as follows: (i) dividend yield of 0%; (ii) expected volatility of 49.11%; (iii) weighted average risk-free interest rate of 3.13%; (iv) expected life of five years; (v) estimated fair value of the common shares of $723 per share; (vi) exercise price ranging from $600 to $750; and (vii) various probability assumptions related to down round price adjustments. The fair value of the warrants was $2,405,306, resulting in the amount allocated to the warrants, based on their relative fair value of $402,650, which was recorded as additional paid-in capital. On February 3, 2023, the Company entered into securities purchase agreements with two accredited investors, Mast Hill and Leonite, pursuant to which the Company issued to such investors (i) promissory notes in the aggregate principal amount of $604,000 and (ii) five Accordingly, a portion of the proceeds were allocated to the warrants and common shares based on their relative fair value using the Geometric Brownian Motion Stock Path Monte Carlo Simulation. The assumptions used in the model were as follows: (i) dividend yield of 0%; (ii) expected volatility of 162.3%; (iii) weighted average risk-free interest rate of 4.1%; (iv) expected life of five years; (v) estimated fair value of the common shares of $193 per share; (vi) exercise price ranging from $420 to $525; and (vii) various probability assumptions related to down round price adjustments. The fair value of the warrants was $222,129 and the fair value of the commitment shares was $242,858, resulting in the amount allocated to the warrants and commitment shares, based on their relative fair value of $218,172, which was recorded as additional paid-in capital. On February 9, 2023, the Company entered into securities purchase agreements with two accredited investors, Mast Hill and Leonite, pursuant to which the Company issued to such investors (i) promissory notes in the aggregate principal amount of $2,557,575 and (ii) five-year warrants for the purchase of an aggregate of 5,329 common shares at an adjusted exercise price of $2.76 per share (subject to adjustments as defined in the warrant agreement) for total cash proceeds of $2,271,818. As additional consideration, the Company issued Leonite a five-year warrant for the purchase of 2,431 common shares at an exercise price of $1.00 per share (subject to adjustments as defined in the warrant agreement), which were issued as a commitment fee. Additionally, the Company issued a five-year warrant to J.H. Darbie & Co (the broker) for the purchase of 120 common shares at an adjusted exercise price of $2.76 per share (subject to adjustments as defined in the warrant agreement). The exercise prices of the outstanding foregoing warrants were adjusted on multiple occasions due to the antidilution provisions (down round feature) in the warrants described below. Accordingly, a portion of the proceeds were allocated to the warrants and common shares based on their relative fair value using the Geometric Brownian Motion Stock Path Monte Carlo Simulation. The assumptions used in the model were as follows: (i) dividend yield of 0%; (ii) expected volatility of 162.0%; (iii) weighted average risk-free interest rate of 4.3%; (iv) expected life of five years; (v) estimated fair value of the common shares of $180 per share; (vi) exercise price ranging from $1.00 to $525; and (vii) various probability assumptions related to down round price adjustments. The fair value of the warrants was $1,323,774 and the fair value of the commitment shares was $521,590, resulting in the amount allocated to the warrants and commitment shares, based on their relative fair value of $879,829, which was recorded as additional paid-in capital. On February 22, 2023, the Company entered into securities purchase agreement with one accredited investor, Mast Hill, pursuant to which the Company issued to such investor (i) a promissory note in the principal amount of $878,000 and (ii) five Accordingly, a portion of the proceeds were allocated to the warrants based on their relative fair value using the Geometric Brownian Motion Stock Path Monte Carlo Simulation. The assumptions used in the model were as follows: (i) dividend yield of 0%; (ii) expected volatility of 161.6%; (iii) weighted average risk-free interest rate of 4.5%; (iv) expected life of five years; (v) estimated fair value of the common shares of $151 per share; (vi) exercise price ranging from $1.00 to $525; and (vii) various probability assumptions related to down round price adjustments. The fair value of the warrants was $556,485, resulting in the amount allocated to the warrants, based on their relative fair value of $261,945, which was recorded as additional paid-in capital. On August 11, 2023 (as described in Note 13), the Company entered into a securities purchase agreement in a private placement transaction with certain accredited investors, pursuant to which the Company issued five-year warrants for the purchase of an aggregate of 40,989 common shares an exercise price of $18.30 per share (subject to standard adjustments). Spartan acted as placement agent in connection with the securities purchase agreement and received warrants for the purchase of a number of common shares equal to eight percent (8%) of the number common shares issuable upon conversion of the notes and exercise of the warrants at an exercise price of $20.13 per share (subject to standard adjustments), resulting in the issuance of a warrant for 86,613 common shares. The warrant is exercisable at any time six months after the date of issuance and until the fifth anniversary thereof. Accordingly, a portion of the proceeds were allocated to the warrants based on their relative fair value using the Black-Scholes option pricing model. The assumptions used in the model were as follows: (i) dividend yield of 0%; (ii) expected volatility of 153.1%; (iii) risk-free interest rate of 4.3%; (iv) expected life of five years; (v) estimated fair value of the common shares of $18.52 per share; (vi) exercise price ranging from $18.30 to $20.13. The fair value of the warrants was $2,171,600, resulting in the amount allocated to the warrants, based on their relative fair value of $909,377, which was recorded as additional paid-in capital. Warrants Issued in Public Equity Offering On August 5, 2022, the Company issued a common share purchase warrant to each of Craft Capital Management LLC and R.F. Lafferty & Co. Inc., the representatives of the underwriters for the public offering described above, for the purchase of 358 common shares at an adjusted exercise price of $2.76 per share (subject to adjustments as defined in the warrant agreement). The warrants are exercisable at any time and from time to time, in whole or in part, during the period commencing on February 5, 2023 and ending on August 2, 2027 and may be exercised on a cashless basis under certain circumstances. On July 7, 2023 (as described above), the Company closed on a securities purchase agreement with certain purchasers and a placement agency agreement with Spartan, pursuant to which the Company agreed to issue and sell to such purchasers prefunded warrants for the purchase of 55,000 common shares at an exercise price of $1.00 per common share. The Company evaluated the prefunded warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the prefunded warrants and applicable authoritative guidance in ASC 480 and ASC 815-40. The Company determined the prefunded warrants issued failed the indexation guidance under ASC 815-40, specifically, the prefunded warrants provide for a Black-Scholes value calculation in the event of certain transactions (“Fundamental Transactions”), which includes a floor on volatility utilized in the value calculation at 100% or greater. The Company has determined that this provision introduces leverage to the holders of the warrants that could result in a value that would be greater than the settlement amount of a fixed-for-fixed option on the Company’s own equity shares. Accordingly, pursuant to ASC 815-40, the Company recorded the fair value of the warrants as a liability upon issuance and marked to market each reporting period in the Company’s consolidated statement of operations until their exercise or expiration. The fair value of the warrants deemed to be a liability, due to certain contingent put features, was determined using the Black-Scholes option pricing model, which was deemed to be an appropriate model due to the terms of the warrants issued, including a fixed term and exercise price. The assumptions used in the model were as follows: (i) dividend yield of 0%; (ii) expected volatility of 157.8%; (iii) risk-free interest rate of 5.3%; (iv) expected life of 30 days; (v) estimated fair value of the common shares of $22.04 per share; (vi) exercise price of $1.00. Exercise Price Adjustments to Warrants As a result of the issuance of common shares in settlement of series A senior convertible preferred shares accrued dividends on January 30, 2023, the exercise price of certain of the Company’s outstanding warrants was adjusted to $153.44 pursuant to certain antidilution provisions of such warrants (down round feature). As a result, the Company recognized a deemed dividend of $1,217,000, which was calculated using a Black-Scholes pricing model. As a result of the issuance of common shares in settlement of series A senior convertible preferred shares accrued dividends on April 30, 2023, the exercise price of certain of the Company’s outstanding warrants was adjusted to $59.48 pursuant to certain antidilution provisions of such warrants (down round feature). As a result, the Company recognized a deemed dividend of $534,000, which was calculated using a Black-Scholes pricing model. As a result of the issuance of common shares in the offering on July 7, 2023, the exercise price of certain of the Company’s outstanding warrants was adjusted to $20 pursuant to certain antidilution provisions of such warrants (down round feature). As a result, the Company recognized a deemed dividend of $19,000, which was calculated using a Black-Scholes pricing model. As a result of the issuance of common shares in settlement of series A senior convertible preferred shares and series B senior convertible preferred shares accrued dividends on July 30, 2023, the exercise price of certain of the Company’s outstanding warrants was adjusted to $16.28 pursuant to certain antidilution provisions of such warrants (down round feature). As a result, the Company recognized a deemed dividend of approximately $3,000, which was calculated using a Black-Scholes pricing model. As a result of the issuance of common shares upon the conversion of promissory notes on August 30, 2023, the exercise price of certain of the Company’s outstanding warrants was adjusted to $7.92 pursuant to certain antidilution provisions of such warrants (down round feature). As a result, the Company recognized a deemed dividend of $6,000, which was calculated using a Black-Scholes pricing model. As a result of the issuance of common shares in settlement of series A senior convertible preferred shares and series B senior convertible preferred shares accrued dividends on October 30, 2023, the exercise price of certain of the Company’s outstanding warrants was adjusted to $2.76 pursuant to certain antidilution provisions of such warrants (down round feature). As a result, the Company recognized a deemed dividend of approximately $1,000, which was calculated using a Black-Scholes pricing model. Below is a table summarizing the changes in warrants outstanding during the years ended December 31, 2023 and 2022: Warrants Weighted- Outstanding as of December 31, 2021 13,024 $ 952.00 Granted (1) 19,785 525.00 Exercised (2,097 ) (558.00 ) Outstanding as of December 31, 2022 30,712 413.98 Granted 199,719 39.60 Exercised (94,816 ) (17.43 ) Outstanding as of December 31, 2023 135,615 $ 33.86 Exercisable as of December 31, 2023 131,536 $ 21.88 (1) Includes the issuance of warrants for the purchase of 2,955 common shares and an increase of 16,830 common shares underlying warrants pursuant to the adjustments described above. As of December 31, 2023, the outstanding warrants have a weighted average remaining contractual life of 4.49 years and a total intrinsic value of $0. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
INCOME TAXES | NOTE 18 —INCOME TAXES As of December 31, 2023, the Company has net operating loss carry forwards of approximately $7.4 million that may be available to reduce future years’ taxable income indefinitely. Future tax benefits which may arise as a result of these losses have not been recognized in these condensed consolidated financial statements, as their realization is determined not likely to occur. Accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards. For the year ending December 31, 2023, the Company reflects a deferred tax liability in the amount of $0.8 million due to the future tax liability from an asset with an indefinite life known as a “naked credit.” The future tax liability from this indefinite lived asset can be offset by up to 80% of net operating loss carryforwards created after 2017. The remaining portion of the future tax liability from indefinite lived assets cannot be used to offset definite lived deferred tax assets. The components for the provision of income taxes include: December 31, December 31, Current Federal and State $ 586,000 $ (206,000 ) Deferred Federal and State (194,000 ) (1,471,000 ) Total (benefit) provision for income taxes $ 392,000 $ (1,677,000 ) A reconciliation of the statutory US Federal income tax rate to the Company’s effective income tax rate is as follows: December 31, December 31, Federal tax 21.0 % 21.0 % State tax 1.7 % 1.1 % Permanent items (5.1 )% (3.1 )% Measurement period adjustment (6.9 )% - % Valuation allowance (11.9 )% - % Other - % (5.5 )% Effective income tax rate (1.2 )% 13.5 % Deferred income taxes reflect the net tax effect of temporary differences between amounts recorded for financial reporting purposes and amounts used for tax purposes. The Company has a net cumulative current deferred tax liability of $758,000. The major components of deferred tax assets and liabilities are as follows: December 31, December 31, Deferred tax assets Inventory obsolescence $ 341,000 $ 93,000 Sales return reserve 104,000 - Business interest limitation 3,134,000 1,707,000 Lease liabilities 492,000 650,000 Other 123,000 75,000 Loss carryforward 1,845,000 285,000 Valuation allowance (4,736,000 ) - Total deferred tax assets $ 1,303,000 $ 2,810,000 Deferred tax liabilities Fixed assets $ (391,000 ) $ (418,000 ) Right-of-use assets (468,000 ) (628,000 ) Intangibles (1,144,000 ) (2,363,000 ) Other (58,000 ) - Total deferred tax liabilities $ (2,061,000 ) $ (3,409,000 ) Total net deferred income tax liabilities $ (758,000 ) $ (599,000 ) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 19 —SUBSEQUENT EVENTS Public Offering On February 9, 2024, the Company entered into a securities purchase agreement with certain purchasers and a placement agency agreement with Spartan, pursuant to which the Company agreed to issue and sell to such purchasers an aggregate of 1,825,937 common shares and pre-funded warrants for the purchase of 3,174,063 common shares at an offering price of $1.00 per common share and $0.99 per pre-funded warrant, pursuant to the Company’s effective registration statement on Form S-1 (File No. 333-276670). On February 14, 2024, the closing of this offering was completed. At the closing, the purchasers prepaid the exercise price of the pre-funded warrants in full. Therefore, the Company received total gross proceeds of $5,000,000. Pursuant to the placement agency agreement, Spartan received a cash transaction fee equal to 8% of the aggregate gross proceeds and reimbursement of certain out-of-pocket expenses. After deducting these and other offering expenses, the Company received net proceeds of approximately $4,460,000. The pre-funded warrants are exercisable at any time until they are exercised in full at an exercise price of $0.01 per share, which has been pre-paid by the purchasers in full. The exercise price and number of common shares issuable upon exercise will adjust in the event of certain share dividends and distributions, share splits, share combinations, reclassifications or similar events affecting the common shares. Notwithstanding the foregoing, a holder will not have the right to exercise any portion of a pre-funded warrant if the holder (together with its affiliates) would beneficially own in excess of 4.99% of the number of common shares outstanding immediately after giving effect to the exercise, which such percentage may be increased or decreased by the holder, but not in excess of 9.99%, upon at least 61 days’ prior notice to the Company. Since the closing of this offering, the Company has issued 505,000 common shares upon the exercise of pre-funded warrants. OID Note Extension The Company used a portion of the net proceeds of the public offering to repay $1,250,000 New OID Note On March 4, 2024, the Company issued a 20% OID subordinated note in the principal amount of $1,250,000 to an accredited investor for a purchase price of $1,000,000. On March 27, 2024, the note was amended and restated to increase the principal amount to $1,562,500 and to increase the purchase price to $1,250,000. On April 9, 2024, the note was further amended and restated to increase the principal amount to $2,500,000 and to increase the purchase price to $2,000,000. This note is due and payable on June 4, 2024; provided, however, that if the Company has filed, prior to such date, a registration statement on Form S-1 relating to a public offering of its equity and the Form S-1 is still being reviewed by the SEC as of such date, then the maturity date will be automatically extended until July 5, 2024 and the principal amount of the note shall be increased to $2,750,000. The Company may voluntarily prepay the note in full at any time. In addition, if the Company consummates any equity or equity-linked or debt securities issuance, or enters into a loan agreement or other financing, other than certain excluded debt (as defined in the note), then the Company must prepay the note in full. The note is unsecured and has priority over all other unsecured indebtedness, except for certain senior indebtedness (as defined in the note). The note contains customary affirmative and negative covenants and events of default for a loan of this type. Preferred Dividends On January 30, 2024, the Company issued 22,538 common shares to the holders of series A senior convertible preferred shares in settlement of $30,494 of accrued dividends. On January 30, 2024, the Company issued 9,829 common shares to the holders of series B senior convertible preferred shares in settlement of $13,299 of accrued dividends. On February 13, 2014, the Company issued 99,205 common shares to a holder of series A senior convertible preferred shares in settlement of $100,475 of accrued dividends. Preferred Conversions Subsequent to December 31, 2024, the Company issued 474,856 common shares upon the conversion of 181,212 series A senior convertible preferred shares. Subsequent to December 31, 2024, the Company issued 296,742 common shares upon the conversion of 91,567 series B senior convertible preferred shares. Note Conversions On April 11, 2024, the Company issued 386,857 common shares upon the conversion of the promissory note issued on February 9, 2023 (see Note 14). On each of April 3, 2024 and April 12, 2024, the Company issued 252,102 common shares upon the conversion of $255,102.04 one of the secured convertible promissory note issued on October 8, 2021 (see Note 14). |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (30,005,148) | $ (10,159,600) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with GAAP and are presented in US dollars. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its majority-owned or controlled subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, the consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. |
Reverse Share Splits | Reverse Share Splits On September 11, 2023, the Company effected a 1-for-25 reverse split of its outstanding common shares. On January 8, 2024, the Company effected a 1-for-4 reverse split of its outstanding common shares. All outstanding common shares and warrants were adjusted to reflect both the 1-for-25 and 1-for-4 reverse splits, with the respective exercise prices of the warrants proportionately increased. The outstanding convertible notes and series A and B senior convertible preferred shares conversion prices were adjusted to reflect a proportional decrease in the number of common shares to be issued upon conversion. All share and per share data throughout these consolidated financial statements have been retroactively adjusted to reflect the reverse share splits. The total number of authorized common shares did not change. As a result of the reverse common share splits, an amount equal to the decreased value of common shares was reclassified from “common shares” to “additional paid-in capital.” |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Segment Reporting | Segment Reporting The Company has four reportable segments: Retail and Appliances, Retail and Eyewear, Construction, and Automotive Supplies. The Company reports all other business activities that are not reportable in the Corporate Services Segment. The Company reports segment information in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 280, “ Segment Reporting |
Cash and Cash Equivalents, and Marketable Securities | Cash and Cash Equivalents, and Marketable Securities Cash and cash equivalents consist of cash on hand and highly liquid investments with original maturities of three months or less. The Company maintains deposits in several financial institutions, which may at times exceed amounts covered by insurance provided by the U.S. Federal Deposit Insurance Corporation (“FDIC”). The Company has not experienced any losses related to amounts in excess of FDIC limits. As of December 31, 2023 and 2022, the Company had $180,403 and $380,401 in excess of FDIC limits, respectively. The Company’s investments in marketable securities are classified based on the nature of the securities and their availability for use in current operations. The Company classifies its marketable debt securities as either short-term or long-term based on each instrument’s underlying contractual maturity date. |
Reclassifications | Reclassifications Certain reclassifications within operating expenses have been made to the prior period’s financial statements to conform to the current period financial statement presentation. There is no impact in total to the results of operations and cash flows in all periods presented. |
Revenue Recognition and Cost of Revenue | Revenue Recognition and Cost of Revenue The Company records revenue in accordance with ASC 606, “ Revenue from Contracts with Customers Retail and Appliances Segment Revenue is derived in the Retail and Appliances Segment from the sale of appliance products and services to individual retail consumers (homeowners), builders and designers. The Company sells its appliance products and services at its retail store and showroom or through its website. Revenue from the sale of appliance products is recognized at a point in time when control of the promised goods or services is transferred to the customer, generally at the time of shipment or delivery, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The consideration promised includes fixed and variable amounts. The fixed amount of consideration is the standalone selling price of the goods sold. Variable considerations, including cash discounts, rebates, and estimated returns are deducted from gross sales in determining net sales at the time revenues are recorded. The Company includes in the transaction price an amount of variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Historical return estimates have not materially differed from actual returns in any of the periods presented. Any sales tax collected from customers are remitted to governmental authorities and excluded from revenues. In the normal course of business, payment is collected from the customer when an order is placed and such cash receipts are included in customer deposits until either recognized as revenue when the order is shipped to the customer, or the customer is refunded by the Company in the event of an order cancellation. Cost of revenue includes the costs of products sold, shipping costs, inventory write-downs, and where applicable installation, net of volume rebates and other incentives received from vendors. Shipping charges billed to customers are included in net revenues and any related shipping costs are included in cost of sales. Retail and Eyewear Segment Revenue is derived in the Retail and Eyewear Segment from the sales of a wide variety of eyewear products and accessories as well as personal protective equipment as well as personal protective equipment (face masks and select health and personal care items) to big-box national retail chains, distributors, as well as online order retailers. Revenue from the sale of eyewear products, including those that are subject to inventory consignment agreements, is recognized at a point in time when control of the promised goods or services is transferred to the customer, generally at the time of shipment or delivery, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. Under consignment arrangements, the customer takes possession of the product, but the Company retains control and title until a point in time when the Company’s product is sold from the customer to the end user. The consideration promised includes fixed and variable amounts. The fixed amount of consideration is the standalone selling price of the goods sold. Variable considerations, including discounts, promotions, allowances, and estimated returns are deducted from gross sales in determining net sales at the time revenues are recorded. The Company includes in the transaction price an amount of variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Any sales tax collected from customers are remitted to governmental authorities and excluded from revenues. Cost of revenues include the costs of products sold, freight and import costs, supply chain management, inventory write-downs, and any other indirect costs related to contract performance. The Company had one major customer who represents a significant portion of revenue in the retail and eyewear segment. This customer represented 63% of total revenue in the Retail and Eyewear Segment for the year ended December 31, 2023. Shipping charges billed to customers are included in net revenues and any related shipping costs are included in cost of sales. Construction Segment Revenue is derived in the Construction Segment primarily through contracts with customers whereby the Company specializes in all aspects of products and services relating to finished carpentry, custom cabinetry, and countertops. The Company recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and collectability of consideration is probable. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Since most contracts are bundled to include both material and installation services, the Company combines these items into one performance obligation as the overall promise to transfer the individual goods or services is not separately identifiable from other promises in the contract and, therefore, is not distinct. The Company does offer assurance-type warranties on certain of its installed products and services that do not represent a separate performance obligation and, as such, do not impact the timing or extent of revenue recognition. For any contracts that are not complete at the reporting date, the Company recognizes revenue over time, because of the continuous transfer of control to the customer as work is performed at the customer’s site and, therefore, the customer controls the asset as it is being installed. The Company utilizes the output method to measure progress toward completion for the value of the goods and services transferred to the customer as it believes this best depicts the transfer of control of assets to the customer. Additionally, external factors such as weather, and customer delays may affect the progress of a project’s completion, and thus the timing and amount of revenue recognition, cash flow, and profitability from a particular contract may be adversely affected. An insignificant portion of sales, primarily retail sales, is accounted for on a point-in-time basis when the sale occurs. Sales taxes, when incurred, are recorded as a liability and excluded from revenue on a net basis. Contracts can be subject to modification to account for changes in contract specifications and requirements. The Company considers contract modifications to exist when the modification either creates new, or changes the existing, enforceable rights and obligations. Most contract modifications are for goods or services that are not distinct from the existing contract due to the significant integration service provided in the context of the contract and are accounted for as if they were part of that existing contract. The effect of a contract modification on the transaction price and the Company’s measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue on a cumulative catch-up basis. All contracts are billed either contractually or as work is performed. Billing on long-term contracts occurs primarily on a monthly basis throughout the contract period whereby the Company submits progress invoices for customer payment as work is performed. On some contracts, the customer may withhold payment on an invoice equal to a percentage of the invoice amount, which will be subsequently paid after satisfactory completion of each project. This amount is referred to as retainage and is common practice in the construction industry, as it allows customers to ensure the quality of the service performed prior to full payment. The retention provisions are not considered a significant financing component. Cost of revenues include all direct material and labor, inventory write-downs, equipment costs, and any other indirect costs related to contract performance. Costs to obtain contracts are expensed as incurred as the Company’s contracts are typically completed in one year or less, and where applicable, the Company generally would incur these costs whether or not it ultimately obtains the contract. The Company does not disclose the value of its remaining performance obligations on uncompleted contracts as its contracts generally have a duration of one year or less. The Company records a contract asset when it has satisfied its performance obligation prior to billing and a contract liability when a customer payment is received prior to the satisfaction of the Company’s performance obligation. The difference between the beginning and ending balances of contract assets and liabilities primarily results from the timing of the Company’s performance and the customer’s payment. At times, the Company has a right to payment from previous performance that is conditional on something other than passage of time, such as retainage, which is included in contract assets or contract liabilities, as determined on a contract-by-contract basis. Automotive Supplies Segment Revenue is derived in the Automotive and Supplies Segment from the sale of horn and safety warning lights for cars, trucks, industrial equipment and emergency vehicles. The Company sells its automotive and supplies products to big-box national retail chains, through specialty and industrial distributors, as well as online/mail order retailers and original equipment manufacturers. Revenue from the sale of automotive and supplies products is recognized at a point in time when control of the promised goods or services is transferred to the customer, generally at the time of shipment or delivery, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The consideration promised includes fixed and variable amounts. The fixed amount of consideration is the standalone selling price of the goods sold. Variable considerations, including cash discounts, rebates, warranties, and estimated returns are deducted from gross sales in determining net sales at the time revenues are recorded. The Company includes in the transaction price an amount of variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Any sales tax collected from customers are remitted to governmental authorities and excluded from revenues. The Company collects payment for internet and phone orders, including tax, from the customer at the time the order is shipped. Customers placing orders with a purchase order through the EDI (Electronic Data Interface) are allowed to purchase on credit and make payment after receipt of product on the agreed upon terms. Cost of revenues include the costs of products sold, freight and import costs, inventory write-downs, and any other indirect costs related to contract performance. The Company had two major customers who represent a significant portion of revenue in the automotive segment. These two customers represented 47.6% and 39.4% of total revenue in the Automotive Segment for the years ended December 31, 2023 and 2022, respectively. Shipping charges billed to customers are included in net revenues and any related shipping costs are included in cost of sales. |
Receivables | Receivables Receivables consist of trade receivables arising from credit sales to customers in the normal course of business, credit card transactions in the process of settlement, retainage, and vendor rebates receivable. Vendor rebates receivable represent amounts due from manufacturers from whom the Company purchases products and are stated at the amount that management expects to collect, net of amounts due to the vendor. Rebates are calculated on product and model sales programs from specific vendors. The rebates are paid at intermittent periods either in cash or through issuance of vendor credit memos, which can be applied against the vendors accounts payable. Historically, the Company has not had any significant rebates receivable. Retainage receivables represent the amount retained by customers to ensure the quality of the installation and is received after satisfactory completion of each installation project. These receivables are recorded at the time of sale, net of an allowance for current expected credit losses. In accordance with ASC 326, “ Financial Instruments – Credit Losses |
Inventories | Inventories Inventories consist of finished goods, raw materials, and inventories in transit. Inventories are stated at the lower of cost or net realizable value. Cost is generally determined using the weighted-average cost method or first-in, first-out method, and includes all costs incurred to deliver inventories to the Company’s warehouses including freight, non-refundable taxes, duty, and other handling fees and costs directly related to bringing inventories to its present location and condition. Inventories held at consignment locations are included in the Company’s finished goods inventories. Work in process inventories are immaterial to the consolidated financial statements. The Company periodically reviews its inventories and records a provision for estimated losses related to excess, damaged, slow-moving, or obsolete inventories. The amount of the provision is equal to the difference between the cost of the inventories and its net realizable value based upon assumptions about product quality, damages, shrinkage, future demand, selling prices, and market conditions. As of December 31, 2023 and 2022, the estimated reserve for obsolescence amounted to $1,495,280 and $425,848, respectively. |
Property and Equipment | Property and Equipment Property and equipment is stated at historical cost less accumulated depreciation. Leasehold improvements are amortized over the lesser of the base term of the lease or estimated life of the leasehold improvements. Maintenance and repairs of property and equipment are expensed as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives as follows: Description Useful Life (Years) Machinery and equipment 3-7 Office furniture and equipment 3-5 Transportation equipment 3-5 Displays 1-3 Leasehold improvements 1-5 |
Leases | Leases The Company evaluates all contracts at inception or upon modification to determine whether such contract contains a lease in accordance with ASC 842, “ Leases At commencement of a lease, the Company recognizes ROU assets and related lease liabilities on the balance sheet for all leases greater than one year in duration. Lease liabilities and their corresponding ROU assets are initially measured at the present value of the unpaid lease payments as of the lease commencement date. If the lease contains a renewal and/or termination option, the exercise of the option is included in the term of the lease if the Company is reasonably certain that a renewal or termination option will be exercised. As the Company’s leases do not provide an implicit rate, the Company uses an estimated incremental borrowing rate (“IBR”) based on the information available at the commencement date of the respective lease to determine the present value of future payments. The IBR is determined by estimating what it would cost the Company to borrow a collateralized amount equal to the total lease payments over the lease term based on the contractual terms of the lease and the location of the leased asset. When calculating the present value of minimum lease payments, the Company accounts for leases as one single lease component if a lease has both lease and non-lease components. Variable lease and non-lease components are expensed as incurred. The Company does not recognize ROU assets and lease liabilities for short-term leases that have an initial lease term of 12 months or less. |
Business Combinations | Business Combinations The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “ Business Combinations Fair Value Measurement |
Intangible Assets | Intangible Assets Acquired identifiable intangible assets are amortized over their estimated useful life on a straight-line basis. Estimated useful lives are determined considering the period the intangible assets are expected to contribute to future cash flows. The Company has no intangible assets with indefinite lives. Amortization is calculated using the straight-line method over the estimated useful lives as follows: Description Useful Customer-related 9-15 Marketing-related 4-5 Technology-related 7 |
Long-Lived Assets | Long-Lived Assets The Company reviews the carrying value of long-lived assets such as property and equipment, ROU assets, and definite-lived intangible assets for impairment in accordance with ASC 360, “ Property, Plant, and Equipment If such facts indicate a potential impairment, the Company assess the recoverability of an asset group by determining if the carrying value of the asset group exceeds the sum of the projected undiscounted cash flows expected to result from the use and eventual disposition of the assets over the remaining economic life of the primary asset in the asset group. If the recoverability test indicates that the carrying value of the asset group is not recoverable, the Company estimates the fair value of the asset group using appropriate valuation methodologies, which would typically include an estimate of discounted cash flows. Any impairment would be measured as the difference between the asset group’s carrying amount and its estimated fair value. During the year ended December 31, 2023, the Company recorded impairments of $4,246,830 related to its intangible assets. During the year ended December 31, 2022, there were no impairments of long-lived assets. |
Goodwill | Goodwill In accordance with ASC 350, “ Intangibles — Goodwill and Other The Company estimates the fair value of its reporting units based on the present value of estimated future cash flows. Considerable management judgment is necessary to evaluate the impact of operating and macroeconomic changes, and to estimate the future cash flows used to measure fair value. The Company’s estimates of future cash flows consider past performance, current and anticipated market conditions, and internal projections and operating plans, including forecasted growth rates and estimated discount rates. If the fair value of a reporting unit is less than its carrying amount, a reporting unit is considered impaired, and an impairment charge is recognized for the difference. During the year ended December 31, 2023, the Company recorded goodwill impairments of $10,401,218. During the year ended December 31, 2022, there were no impairments of goodwill. |
Warrant Liabilities | Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants in accordance with ASC 480, “ Distinguishing Liabilities from Equity Contracts in Entity’s Own Equity |
Embedded Derivative Liabilities | Embedded Derivative Liabilities The Company evaluates the embedded features of its financial instruments, including its preferred shares, convertible notes payable and warrants in accordance with ASC 480 and ASC 815 “ Derivatives and Hedging The Company has a sequencing policy, whereby in the event that reclassification of contracts from equity to assets or liabilities is necessary in accordance with ASC 815 due to the Company’s inability to demonstrate it has sufficient authorized shares as a result of certain securities with a potentially indeterminable number of shares, shares will be allocated on the basis of the earliest maturity date of potentially dilutive instruments first, with the earliest maturity date of grants receiving the first allocation of shares. Pursuant to ASC 815, issuances of securities to the Company’s employees and directors, or to compensate grantees in a share-based payment arrangement, are not subject to the sequencing policy. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of a financial instrument is the amount the Company would receive to sell an asset, or pay to transfer a liability, in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. In the absence of such data, fair value is estimated using internal information consistent with what market participants would use in a hypothetical transaction. According to ASC 820, the fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. The Company’s assessment of the significance of a particular input to the fair value measurements requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. The Company uses appropriate valuation techniques based on available inputs to measure the fair value of its assets and liabilities. The fair value hierarchy is defined in the following three categories: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. The Company holds certain assets and liabilities that are required to be measured at fair value on a recurring and non-recurring basis (see Note 11). |
Stock-Based Compensation | Stock-Based Compensation Stock-based awards granted to qualified employees, non-employee directors and consultants are measured at fair value and recognized as an expense in accordance with ASC 718, “ Compensation – Stock Compensation |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method in accordance with ASC 740, “ Income Taxes The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not the position will be sustainable upon examination by the taxing authority, including resolution of any related appeals or litigation processes. This evaluation is based on all available evidence and assumes that the tax authorities have full knowledge of all relevant information concerning the tax position. The tax benefit recognized is measured as the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in income tax expense. |
Loss Per Share | Loss Per Share Basic loss per share is calculated by dividing the net loss by the weighted average number of common shares outstanding during each period. Diluted loss per share is calculated by adjusting the weighted average number of common shares outstanding for the dilutive effect, if any, of common share equivalents. Common share equivalents whose effect would be antidilutive are not included in diluted loss per share. The Company uses the treasury stock method to determine the dilutive effect, which assumes that all common share equivalents have been exercised at the beginning of the period and that the funds obtained from those exercises were used to repurchase common shares at the average closing market price during the period. As of December 31, 2023 and 2022, there were 10,145,954 and 64,669, respectively, potential common share equivalents series A and B senior convertible preferred shares, convertible notes, and warrants excluded from the diluted loss per share calculations as their effect is anti-dilutive. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, “ Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, “ Income Taxes (Topic 740): Improvements to Income Tax Disclosures In November 2023, the FASB issued ASU 2023-07, “ Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures The Company currently believes there are no other issued and not yet effective accounting standards that are materially relevant to its consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Depreciation Estimated Useful Lives | Depreciation is calculated using the straight-line method over the estimated useful lives as follows: Description Useful Life (Years) Machinery and equipment 3-7 Office furniture and equipment 3-5 Transportation equipment 3-5 Displays 1-3 Leasehold improvements 1-5 |
Schedule of Depreciation Estimated Useful Lives | Amortization is calculated using the straight-line method over the estimated useful lives as follows: Description Useful Customer-related 9-15 Marketing-related 4-5 Technology-related 7 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combinations [Abstract] | |
Schedule of Purchase Price | The purchase price was allocated as follows: Initial Allocation (1) Adjustments Updated Allocation Purchase consideration at fair value: Cash $ 4,000,000 $ - $ 4,000,000 Notes payable, net of debt discount 500,000 - 500,000 Amount of consideration $ 4,500,000 $ - $ 4,500,000 Assets acquired and liabilities assumed at fair value Cash $ 329,113 $ 19,025 $ 348,138 Accounts receivable 1,922,052 (75,925 ) 1,846,127 Inventory 9,997,332 (3,357,014 ) 6,640,318 Prepaids and other current assets 79,777 29,959 109,736 Property and equipment 545,670 (146,202 ) 399,468 Other assets 74,800 - 74,800 Customer-related intangible - 336,000 336,000 Marketing-related intangible 308,000 (69,000 ) 239,000 Goodwill - 757,283 757,283 Accounts payable and accrued expenses (6,116,883 ) 133,987 (6,250,870 ) Net assets acquired $ 7,139,861 $ - $ 4,500,000 (1) As reported in the Company’s September 30, 2023 Form 10-Q, filed on November 14, 2023. |
Schedule of Pro Forma Results Effects of ICU Eyewear Acquisition | The following unaudited pro forma results presented below include the effects of the ICU Eyewear acquisition as it had been consummated as of January 1, 2022, with adjustments to give effect to pro forma events that are directly attributable to the acquisition. For the Years Ended 2023 2022 Revenues $ 70,711,483 $ 69,375,505 Net loss (32,595,728 ) (11,806,564 ) Net loss attributable to common shareholders (33,903,916 ) (21,076,180 ) Loss per share attributable to common shareholders: Basic and diluted $ (92.80 ) $ (878.14 ) |
Disaggregation of Revenues an_2
Disaggregation of Revenues and Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Disaggregation of Revenues and Segment Reporting [Abstract] | |
Schedule of Revenues | The Company’s revenues for the years ended December 31, 2023 and 2022 are disaggregated as follows: For the Year Ended December 31, 2023 Retail and Appliances Retail and Eyewear Construction Automotive Supplies Total Revenues Appliances $ 8,004,226 $ - $ - $ - $ 8,004,226 Appliance accessories, parts, and other 957,022 - - - 957,022 Eyewear-related - 13,896,847 - - 13,896,847 Personal protective equipment and other - 1,557,250 - - 1,557,250 Automotive horns - - - 3,150,530 3,150,530 Automotive lighting - - - 1,400,056 1,400,056 Custom cabinets and countertops - - 9,639,549 - 9,639,549 Finished carpentry - - 30,076,338 - 30,076,338 Total revenues $ 8,961,248 $ 15,454,097 $ 39,715,887 $ 4,550,586 $ 68,681,818 For the Year Ended December 31, 2022 Retail and Appliances Retail and Eyewear Construction Automotive Supplies Total Revenues Appliances $ 9,197,811 $ - $ - $ - $ 9,197,811 Appliance accessories, parts and other 1,473,318 - - - 1,473,318 Eyewear - - - - - Eyewear accessories, parts and other - - - - - Automotive horns - - - 5,068,616 5,068,616 Automotive lighting - - - 1,420,472 1,420,472 Custom cabinets and countertops - - 10,644,283 - 10,644,283 Finished carpentry - - 21,124,624 - 21,124,624 Total revenues $ 10,671,129 $ - $ 31,768,907 $ 6,489,088 $ 48,929,124 |
Schedule of Total Assets by Operating Segment | Segment information for the years ended December 31, 2023 and 2022 are as follows: For the Year Ended December 31, 2023 Retail and Appliances Retail and Eyewear Construction Automotive Supplies Corporate Services Total Revenues $ 8,961,248 $ 15,454,097 $ 39,715,887 $ 4,550,586 $ - $ 68,681,818 Operating expenses Cost of revenues 7,083,662 11,738,639 23,162,151 3,154,717 - 45,139,169 Personnel 1,052,118 2,793,210 8,428,963 1,226,788 92,011 13,593,090 Personnel – corporate allocation (309,400 ) - (928,200 ) (309,400 ) 1,547,000 - Depreciation and amortization 151,362 371,662 1,561,770 155,886 - 2,240,680 General and administrative 1,424,889 1,475,777 5,526,842 1,004,716 2,238,750 11,670,974 General and administrative – management fees 300,000 225,000 500,000 300,000 - 1,325,000 General and administrative – corporate allocation (174,457 ) (51,537 ) (881,497 ) (160,152 ) 1,267,643 - Impairment of goodwill and intangible assets 1,484,229 - 10,097,146 3,066,673 - 14,648,048 Total operating expenses 11,012,403 16,552,751 47,467,175 8,439,228 5,145,404 88,616,961 Loss from operations $ (2,051,155 ) $ (1,098,654 ) $ (7,751,288 ) $ (3,888,642 ) $ (5,145,404 ) $ (19,935,143 ) For the Year Ended December 31, 2022 Retail and Appliances Retail and Eyewear Construction Automotive Supplies Corporate Services Total Revenues $ 10,671,129 $ - $ 31,768,907 $ 6,489,088 $ - $ 48,929,124 Operating expenses Cost of revenues 8,203,401 - 20,980,103 4,044,226 - 33,227,730 Personnel 1,122,239 - 6,999,474 1,394,061 15,327 9,531,101 Personnel – corporate allocation (299,700 ) - (899,100 ) (299,700 ) 1,498,500 - Depreciation and amortization 222,438 - 1,607,148 207,526 - 2,037,112 General and administrative 1,426,936 - 5,653,626 1,319,851 372,276 8,772,689 General and administrative – management fees 300,000 - 500,000 300,000 - 1,100,000 General and administrative – corporate allocation (77,234 ) - (1,092,421 ) (344,482 ) 1,514,137 - Total operating expenses 10,898,080 - 33,748,830 6,621,482 3,400,240 54,668,632 Loss from operations $ (226,951 ) $ - $ (1,979,923 ) $ (132,394 ) $ (3,400,240 ) $ (5,739,508 ) |
Schedule of Total Assets by Operating Segment | Total assets by operating segment at December 31, 2023 and 2022 are as follows: At December 31, 2023 Retail and Appliances Retail and Eyewear Construction Automotive Supplies Corporate Services Total Assets Current assets $ 1,939,951 $ 6,734,826 $ 7,580,585 $ 1,944,601 $ 514,669 $ 18,714,632 Long-lived assets 88,505 2,580,035 8,020,469 156,221 - 10,845,230 Goodwill - 757,283 9,051,052 - - 9,808,335 Total assets $ 2,028,456 $ 10,072,144 $ 24,652,106 $ 2,100,822 $ 514,669 $ 39,368,197 At December 31, 2022 Retail and Appliances Retail and Eyewear Construction Automotive Supplies Corporate Services Total Assets Current assets $ 2,857,505 $ - $ 5,355,827 $ 2,295,424 $ 716,945 $ 11,225,701 Long-lived assets 781,521 - 12,302,214 1,722,993 - 14,806,728 Goodwill 942,575 - 16,772,042 1,737,653 - 19,452,270 Total assets $ 4,581,601 $ - $ 34,430,083 $ 5,756,070 $ 716,945 $ 45,484,699 |
Receivables (Tables)
Receivables (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Schedule of Receivables | Receivables as of December 31, 2023 and 2022 consisted of the following: December 31, December 31, Trade accounts receivable $ 6,766,088 $ 4,867,749 Vendor rebates receivable - 460 Credit card payments in process of settlement 54,285 102,917 Retainage 1,075,761 603,442 Total receivables 7,896,134 5,574,568 Allowance for expected credit losses (344,165 ) (359,000 ) Total receivables, net $ 7,551,969 $ 5,215,568 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventories [Abstract] | |
Schedule of Inventories | Inventories as of December 31, 2023 and 2022 consisted of the following: December 31, December 31, Appliances $ 1,447,368 $ 2,155,839 Eyewear 5,880,478 - Automotive 1,190,899 934,683 Construction 1,976,067 1,519,345 Total inventories 10,494,812 4,609,867 Less reserve for obsolescence (1,495,280 ) (425,848 ) Total inventories, net $ 8,999,532 $ 4,184,019 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment as of December 31, 2023 and 2022 consisted of the following: December 31, December 31, Machinery and equipment $ 1,406,531 $ 1,403,817 Office furniture and equipment 156,960 156,960 Transportation equipment 1,158,102 883,077 Displays 610,960 - Leasehold improvements 191,889 166,760 Total property and equipment 3,524,442 2,610,614 Less: accumulated depreciation (1,625,793 ) (725,408 ) Total property and equipment, net $ 1,898,649 $ 1,885,206 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets and Goodwill [Abstract] | |
Schedule of Intangible Assets | Intangible assets as of December 31, 2023 and 2022 consisted of the following: December 31, December 31, Customer-related $ 5,484,500 $ 9,024,000 Marketing-related 1,338,000 2,684,000 Technology-related - 623,000 Total intangible assets 6,822,500 12,331,000 Less: accumulated amortization (1,848,152 ) (2,345,871 ) Total intangible assets, net $ 4,974,348 $ 9,985,129 |
Schedule of Amortization Expense for Intangible Assets | Estimated amortization expense for intangible assets for the next five years consists of the following as of December 31, 2023: Year Ending December 31, Amount 2024 $ 762,433 2025 693,256 2026 653,006 2027 532,256 2028 488,439 Thereafter 1,844,958 Total estimated amortization expense $ 4,974,348 |
Schedule of Carrying Amount of Goodwill | Below is a table summarizing the changes in the carrying amount of goodwill for the years ended December 31, 2023 and 2022: Amount Balance as of December 31, 2021 $ 19,452,270 Impairments - Balance as of December 31, 2022 $ 19,452,270 Goodwill from the acquisition of ICU Eyewear 757,283 Impairments (10,401,218 ) Balance as of December 31, 2023 $ 9,808,335 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounts Payable and Accrued Expenses [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses as of December 31, 2023 and 2022 consisted of the following: December 31, December 31, Trade accounts payable $ 7,540,554 $ 4,129,393 Credit cards payable 401,665 357,964 Accrued payroll liabilities 1,334,456 824,369 Accrued interest 1,712,991 1,179,875 Accrued dividends 32,997 136,052 Other accrued liabilities 2,095,958 114,116 Total accounts payable and accrued expenses $ 13,118,621 $ 6,741,769 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Operating Leases | Operating leases as of December 31, 2023 and 2022 consisted of the following: December 31, December 31, Operating lease right-of-use assets $ 3,818,498 $ 2,854,196 Operating lease liabilities, current portion 1,038,978 713,100 Operating lease liabilities, long-term 2,932,686 2,237,797 Total operating lease liabilities $ 3,971,664 $ 2,950,897 Weighted-average remaining lease term (months) 43 47 Weighted average discount rate 9.04 % 4.36 % |
Schedule of Components of Operating Lease Expense | The components of operating lease expense consisted of the following for the years ended December 31, 2023 and 2022: December 31, December 31, Fixed operating lease expense $ 1,095,515 $ 700,091 Variable operating lease expense 485,048 354,845 Total operating lease expense $ 1,580,563 $ 1,054,936 |
Schedule of Estimated Future Minimum Payments of Operating Leases | Estimated future minimum payments of operating leases for the next five years consists of the following as of December 31, 2023: Year Ending December 31, Amount 2024 $ 1,332,327 2025 1,304,733 2026 1,032,656 2027 766,969 2028 273,660 Total 4,710,345 Less: imputed interest (738,681 ) Total operating lease liabilities $ 3,971,664 |
Schedule of Finance Leases | Finance leases as of December 31, 2023 and 2022 consisted of the following: December 31, December 31, Machinery and equipment $ 1,126,004 $ 1,126,004 Office furniture and equipment 18,482 18,482 Total leased equipment (property and equipment) 1,144,486 1,144,486 Less: accumulated depreciation (435,834 ) (200,010 ) Total leased equipment, net $ 708,652 $ 944,476 Finance lease liabilities, current portion 178,906 185,718 Finance lease liabilities, long-term 605,242 784,148 Total finance lease liabilities $ 784,148 $ 969,866 Weighted-average remaining lease term (months) 49 60 Weighted average discount rate 5.15 % 5.15 % |
Schedule of Components of Finance Lease Expense | The components of finance lease expense consisted of the following for the years ended December 31, 2023 and 2022: December 31, December 31, Depreciation expense $ 235,824 $ 195,561 Interest expense 49,754 49,784 Total finance lease expense $ 285,578 $ 245,345 |
Schedule of Estimated Future Minimum Payments of Finance Leases | Estimated future minimum payments of finance leases for the next five years consists of the following as of December 31, 2023: Year Ending December 31, Amount 2024 $ 218,099 2025 211,332 2026 211,332 2027 210,042 2028 28,833 Total 879,638 Less: amount representing interest (95,490 ) Total finance lease liabilities $ 784,148 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements [Abstract] | |
Schedule of Fair Value of Financial Instruments Measured Recurring Basis | The fair value of financial instruments measured on a recurring basis as of December 31, 2023 consisted of the following: Fair Value Measurements as of December 31, 2023 Description Level 1 Level 2 Level 3 Total Derivative liabilities $ - $ - $ 1,389,203 $ 1,389,203 |
Schedule of Roll-Forward of Changes for Financial Instruments Fair Value on a Recurring Basis | The following table provides a roll-forward of changes for financial instruments measured at fair value on a recurring basis for the years ended December 31, 2023: Derivative liabilities Amount Balance as of December 31, 2022 $ - Initial fair value of derivative liabilities upon issuance 2,613,177 Gain on change in fair value of derivative liabilities (385,138 ) Extinguishment of derivative liabilities upon conversion of convertible notes (838,836 ) Balance as of December 31, 2023 $ 1,389,203 Warrant liability Amount Balance as of December 31, 2022 $ - Fair value of warrant liability upon issuance 1,156,300 Loss on change in fair value of warrant liability 27,900 Extinguishment of warrant liability upon exercise of prefunded warrants (1,184,200 ) Balance as of December 31, 2023 $ - |
Revolving Line of Credit (Table
Revolving Line of Credit (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revolving Line of Credit [Abstract] | |
Schedule of Revolving Line of Credit | Revolving line of credit as of December 31, 2023 and 2022 consisted of the following: December 31, December 31, Revolving loan $ 4,330,540 $ - Less: debt discounts (683,029 ) - Total revolving line of credit, net 3,647,511 - Current portion of revolving line of credit $ - $ - Revolving line of credit, net of current portion $ 3,647,511 $ - |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Payable [Abstract] | |
Schedule of Notes Payable | Notes payable as of December 31, 2023 and 2022 consisted of the following: December 31, December 31, Vehicle loans $ 389,226 $ 230,235 6% Amortizing promissory note 562,411 465,805 6% Subordinated promissory notes 500,000 - Purchase and sale of future revenues loan 1,807,800 - 20% OID subordinated promissory notes 3,125,000 - Total notes payable 6,384,437 - Less: debt discounts (3,534,561 ) - Total notes payable, net $ 2,849,876 $ 696,040 Current portion of notes payable, net $ 2,575,730 $ 551,210 Notes payable, net of current portion $ 274,146 $ 144,830 |
Schedule of Estimated Future Minimum Principal Payments of Notes Payable | Estimated future minimum principal payments of notes payable for the next five years consists of the following as of December 31, 2023: Year Ending December 31, Amount 2024 $ 6,110,291 2025 105,068 2026 75,485 2027 62,699 2028 30,894 Total payments $ 6,384,437 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Convertible Notes Payable [Abstract] | |
Schedule of Convertible Notes Payable | Convertible notes payable as of December 31, 2023 and 2022 consisted of the following: December 31, December 31, Secured convertible promissory notes $ 24,860,000 $ 24,860,000 6% subordinated convertible promissory notes 2,520,346 2,520,346 Private placements of convertible promissory notes 1,222,408 - Total convertible notes payable 28,602,754 27,380,346 Less: debt discounts (1,936,534 ) (2,712,547 ) Total convertible notes payable, net $ 26,666,220 $ 24,667,799 Current portion of convertible notes payable, net $ 3,614,142 $ - Convertible notes payable, net of current portion $ 23,052,078 $ 24,667,799 |
Schedule of Estimated Future Minimum Principal Payments of Convertible Notes Payable | Estimated future minimum principal payments of convertible notes payable for the next five years consists of the following as of December 31, 2023: Year Ending December 31, Amount 2024 $ 3,742,754 2025 - 2026 24,860,000 Total payments $ 28,602,754 |
Related Parties (Tables)
Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Parties [Abstract] | |
Schedule of Related Party Note Payable | Related party note payable as of December 31, 2023 and 2022 consisted of the following: December 31, December 31, Related party promissory note $ 578,290 $ 362,779 Current portion of related party note payable $ 578,290 $ 362,779 Related party note payable, net of current portion $ - $ - |
Shareholders_ Equity (Deficit)
Shareholders’ Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Shareholders’ Equity (Deficit) [Abstract] | |
Schedule of Warrants Outstanding | Below is a table summarizing the changes in warrants outstanding during the years ended December 31, 2023 and 2022: Warrants Weighted- Outstanding as of December 31, 2021 13,024 $ 952.00 Granted (1) 19,785 525.00 Exercised (2,097 ) (558.00 ) Outstanding as of December 31, 2022 30,712 413.98 Granted 199,719 39.60 Exercised (94,816 ) (17.43 ) Outstanding as of December 31, 2023 135,615 $ 33.86 Exercisable as of December 31, 2023 131,536 $ 21.88 (1) Includes the issuance of warrants for the purchase of 2,955 common shares and an increase of 16,830 common shares underlying warrants pursuant to the adjustments described above. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
Schedule of Provision of Income Taxes | The components for the provision of income taxes include: December 31, December 31, Current Federal and State $ 586,000 $ (206,000 ) Deferred Federal and State (194,000 ) (1,471,000 ) Total (benefit) provision for income taxes $ 392,000 $ (1,677,000 ) |
Schedule of Reconciliation of the Statutory Us Federal Income Tax Rate | A reconciliation of the statutory US Federal income tax rate to the Company’s effective income tax rate is as follows: December 31, December 31, Federal tax 21.0 % 21.0 % State tax 1.7 % 1.1 % Permanent items (5.1 )% (3.1 )% Measurement period adjustment (6.9 )% - % Valuation allowance (11.9 )% - % Other - % (5.5 )% Effective income tax rate (1.2 )% 13.5 % |
Schedule of Major Components of Deferred Tax Assets and Liabilities | The major components of deferred tax assets and liabilities are as follows: December 31, December 31, Deferred tax assets Inventory obsolescence $ 341,000 $ 93,000 Sales return reserve 104,000 - Business interest limitation 3,134,000 1,707,000 Lease liabilities 492,000 650,000 Other 123,000 75,000 Loss carryforward 1,845,000 285,000 Valuation allowance (4,736,000 ) - Total deferred tax assets $ 1,303,000 $ 2,810,000 Deferred tax liabilities Fixed assets $ (391,000 ) $ (418,000 ) Right-of-use assets (468,000 ) (628,000 ) Intangibles (1,144,000 ) (2,363,000 ) Other (58,000 ) - Total deferred tax liabilities $ (2,061,000 ) $ (3,409,000 ) Total net deferred income tax liabilities $ (758,000 ) $ (599,000 ) |
Organization and Nature of Bu_2
Organization and Nature of Business (Details) - USD ($) | 12 Months Ended | ||||||
May 28, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 09, 2023 | Oct. 08, 2021 | Mar. 30, 2021 | Sep. 30, 2020 | |
Organization and Nature of Business [Line Items] | |||||||
State of incorporation | 1847 Holdings LLC (the “Company”) was formed under the laws of the State of Delaware on January 22, 2013 | ||||||
Acquired interest description | The Company owns 95% of 1847 Asien, with the remaining 5% held by a third-party, and 1847 Asien owns 100% of Asien’s. | ||||||
Cash and cash equivalents (in Dollars) | $ 766,414 | ||||||
Working capital deficit (in Dollars) | 9,424,591 | ||||||
Operating loss (in Dollars) | (19,935,143) | $ (5,739,508) | |||||
Operating activities (in Dollars) | $ (7,540,293) | $ (4,131,477) | |||||
Third-Party [Member] | |||||||
Organization and Nature of Business [Line Items] | |||||||
Percentage of ownership interest rate | 100% | 92.50% | 92.50% | 92.50% | |||
Kyle’s one [Member] | Third-Party [Member] | |||||||
Organization and Nature of Business [Line Items] | |||||||
Percentage of ownership interest rate | 7.50% | ||||||
Kyle’s Two [Member] | Third-Party [Member] | |||||||
Organization and Nature of Business [Line Items] | |||||||
Percentage of ownership interest rate | 100% | ||||||
Wolo Mfg and Wolo H&S [Member] | Third-Party [Member] | |||||||
Organization and Nature of Business [Line Items] | |||||||
Percentage of ownership interest rate | 7.50% | ||||||
Wolo Mfg and Wolo H&S One [Member] | Third-Party [Member] | |||||||
Organization and Nature of Business [Line Items] | |||||||
Percentage of ownership interest rate | 100% | ||||||
Mountain Door & Trim Inc [Member] | Third-Party [Member] | |||||||
Organization and Nature of Business [Line Items] | |||||||
Percentage of ownership interest rate | 7.50% | ||||||
ICU Holdings Inc [Member] | Third-Party [Member] | |||||||
Organization and Nature of Business [Line Items] | |||||||
Percentage of ownership interest rate | 100% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Line Items] | ||
Losses related to amounts in FDIC | $ 180,403 | $ 380,401 |
Revenue percentage | 63% | |
Revenue automotive segment | 47.60% | 39.40% |
Current expected credit losses amount | $ 344,165 | $ 359,000 |
Obsolescence amount | $ 1,495,280 | 425,848 |
Impairments of intangible assets | $ 4,246,830 | |
Fair value of reporting unit percentage | 9.99% | 50% |
Goodwill impairments | $ 10,401,218 | |
Potential common share (in Shares) | 10,145,954 | 64,669 |
Tax Benefit Recognized [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Tax benefit in largest amount | 50% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Depreciation Estimated Useful Lives | Dec. 31, 2023 |
Machinery and Equipment [Member] | Minimum [Member] | |
Schedule of Depreciation Estimated Useful Lives [Line Items] | |
Estimated useful lives of property and equipment | 3 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Schedule of Depreciation Estimated Useful Lives [Line Items] | |
Estimated useful lives of property and equipment | 7 years |
Office furniture and equipment [Member] | Minimum [Member] | |
Schedule of Depreciation Estimated Useful Lives [Line Items] | |
Estimated useful lives of property and equipment | 3 years |
Office furniture and equipment [Member] | Maximum [Member] | |
Schedule of Depreciation Estimated Useful Lives [Line Items] | |
Estimated useful lives of property and equipment | 5 years |
Transportation Equipment [Member] | Minimum [Member] | |
Schedule of Depreciation Estimated Useful Lives [Line Items] | |
Estimated useful lives of property and equipment | 3 years |
Transportation Equipment [Member] | Maximum [Member] | |
Schedule of Depreciation Estimated Useful Lives [Line Items] | |
Estimated useful lives of property and equipment | 5 years |
Displays [Member] | Minimum [Member] | |
Schedule of Depreciation Estimated Useful Lives [Line Items] | |
Estimated useful lives of property and equipment | 1 year |
Displays [Member] | Maximum [Member] | |
Schedule of Depreciation Estimated Useful Lives [Line Items] | |
Estimated useful lives of property and equipment | 3 years |
Leasehold Improvements [Member] | Minimum [Member] | |
Schedule of Depreciation Estimated Useful Lives [Line Items] | |
Estimated useful lives of property and equipment | 1 year |
Leasehold Improvements [Member] | Maximum [Member] | |
Schedule of Depreciation Estimated Useful Lives [Line Items] | |
Estimated useful lives of property and equipment | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Amortization Estimated Useful Lives | Dec. 31, 2023 |
Computer Software, Intangible Asset [Member] | Minimum [Member] | |
Schedule of Amortization Estimated Useful Lives [Line Items] | |
Expected Life (years) | 9 years |
Computer Software, Intangible Asset [Member] | Maximum [Member] | |
Schedule of Amortization Estimated Useful Lives [Line Items] | |
Expected Life (years) | 15 years |
Marketing-Related Intangible Assets [Member] | Minimum [Member] | |
Schedule of Amortization Estimated Useful Lives [Line Items] | |
Expected Life (years) | 4 years |
Marketing-Related Intangible Assets [Member] | Maximum [Member] | |
Schedule of Amortization Estimated Useful Lives [Line Items] | |
Expected Life (years) | 5 years |
Technology Related [Member] | |
Schedule of Amortization Estimated Useful Lives [Line Items] | |
Expected Life (years) | 7 years |
Business Combinations (Details)
Business Combinations (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Business Combinations [Line Items] | |
Cash due to seller | $ 4,500,000 |
Cash | 4,000,000 |
Aggregate principal amount | 500,000 |
Revenues | 15,454,097 |
Net loss from continuing operations | $ 2,468,448 |
ICU Eyewear [Member] | |
Business Combinations [Line Items] | |
Percentage of secured promissory note | 6% |
Business Combinations (Detail_2
Business Combinations (Details) - Schedule of Purchase Price | 12 Months Ended | |
Dec. 31, 2023 USD ($) | ||
Initial Allocation [Member] | ||
Purchase consideration at fair value: | ||
Cash | $ 4,000,000 | [1] |
Notes payable, net of debt discount | 500,000 | [1] |
Amount of consideration | 4,500,000 | [1] |
Assets acquired and liabilities assumed at fair value | ||
Cash | 329,113 | [1] |
Accounts receivable | 1,922,052 | [1] |
Inventory | 9,997,332 | [1] |
Prepaids and other current assets | 79,777 | [1] |
Property and equipment | 545,670 | [1] |
Other assets | 74,800 | [1] |
Customer-related intangible | [1] | |
Marketing-related intangible | 308,000 | [1] |
Goodwill | [1] | |
Accounts payable and accrued expenses | (6,116,883) | [1] |
Net assets acquired | 7,139,861 | [1] |
Adjustments [Member] | ||
Purchase consideration at fair value: | ||
Cash | ||
Notes payable, net of debt discount | ||
Amount of consideration | ||
Assets acquired and liabilities assumed at fair value | ||
Cash | 19,025 | |
Accounts receivable | (75,925) | |
Inventory | (3,357,014) | |
Prepaids and other current assets | 29,959 | |
Property and equipment | (146,202) | |
Other assets | ||
Customer-related intangible | 336,000 | |
Marketing-related intangible | (69,000) | |
Goodwill | 757,283 | |
Accounts payable and accrued expenses | 133,987 | |
Net assets acquired | ||
Updated Allocation [Member] | ||
Purchase consideration at fair value: | ||
Cash | 4,000,000 | |
Notes payable, net of debt discount | 500,000 | |
Amount of consideration | 4,500,000 | |
Assets acquired and liabilities assumed at fair value | ||
Cash | 348,138 | |
Accounts receivable | 1,846,127 | |
Inventory | 6,640,318 | |
Prepaids and other current assets | 109,736 | |
Property and equipment | 399,468 | |
Other assets | 74,800 | |
Customer-related intangible | 336,000 | |
Marketing-related intangible | 239,000 | |
Goodwill | 757,283 | |
Accounts payable and accrued expenses | (6,250,870) | |
Net assets acquired | $ 4,500,000 | |
[1]As reported in the Company’s September 30, 2023 Form 10-Q, filed on November 14, 2023. |
Business Combinations (Detail_3
Business Combinations (Details) - Schedule of Pro Forma Results Effects of ICU Eyewear Acquisition - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Pro Forma Results Effects of ICU Eyewear Acquisition [Line Items] | ||
Revenues | $ 70,711,483 | $ 69,375,505 |
Net loss | (32,595,728) | (11,806,564) |
Net loss attributable to common shareholders | $ (33,903,916) | $ (21,076,180) |
Loss per share attributable to common shareholders: | ||
Basic (in Dollars per share) | $ (92.8) | $ (878.14) |
Business Combinations (Detail_4
Business Combinations (Details) - Schedule of Pro Forma Results Effects of ICU Eyewear Acquisition (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Pro Forma Results Effects of ICU Eyewear Acquisition [Line Items] | ||
Diluted | $ (92.80) | $ (878.14) |
Disaggregation of Revenues an_3
Disaggregation of Revenues and Segment Reporting (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Corporate Segment [Member] | |
Disaggregation of Revenues and Segment Reporting [Line Items] | |
Reportable segments | 4 |
Disaggregation of Revenues an_4
Disaggregation of Revenues and Segment Reporting (Details) - Schedule of Revenues - Corporate Services [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenues | ||
Total Revenues | $ 68,681,818 | $ 48,929,124 |
Appliances [Member] | ||
Revenues | ||
Total Revenues | 8,004,226 | 9,197,811 |
Appliance accessories, parts, and other [Member] | ||
Revenues | ||
Total Revenues | 957,022 | 1,473,318 |
Eyewear-related [Member] | ||
Revenues | ||
Total Revenues | 13,896,847 | |
Personal protective equipment and other [Member] | ||
Revenues | ||
Total Revenues | 1,557,250 | |
Automotive horns [Member] | ||
Revenues | ||
Total Revenues | 3,150,530 | 5,068,616 |
Automotive lighting [Member] | ||
Revenues | ||
Total Revenues | 1,400,056 | 1,420,472 |
Custom cabinets and countertops [Member] | ||
Revenues | ||
Total Revenues | 9,639,549 | 10,644,283 |
Finished carpentry [Member] | ||
Revenues | ||
Total Revenues | 30,076,338 | 21,124,624 |
Eyewear [Member] | ||
Revenues | ||
Total Revenues | ||
Retail and Appliances [Member] | ||
Revenues | ||
Total Revenues | 8,961,248 | 10,671,129 |
Retail and Appliances [Member] | Appliances [Member] | ||
Revenues | ||
Total Revenues | 8,004,226 | 9,197,811 |
Retail and Appliances [Member] | Appliance accessories, parts, and other [Member] | ||
Revenues | ||
Total Revenues | 957,022 | 1,473,318 |
Retail and Appliances [Member] | Automotive horns [Member] | ||
Revenues | ||
Total Revenues | ||
Retail and Appliances [Member] | Automotive lighting [Member] | ||
Revenues | ||
Total Revenues | ||
Retail and Appliances [Member] | Custom cabinets and countertops [Member] | ||
Revenues | ||
Total Revenues | ||
Retail and Appliances [Member] | Finished carpentry [Member] | ||
Revenues | ||
Total Revenues | ||
Retail and Appliances [Member] | Eyewear [Member] | ||
Revenues | ||
Total Revenues | ||
Retail and Eyewear [Member] | ||
Revenues | ||
Total Revenues | 15,454,097 | |
Retail and Eyewear [Member] | Appliances [Member] | ||
Revenues | ||
Total Revenues | ||
Retail and Eyewear [Member] | Eyewear-related [Member] | ||
Revenues | ||
Total Revenues | 13,896,847 | |
Retail and Eyewear [Member] | Personal protective equipment and other [Member] | ||
Revenues | ||
Total Revenues | 1,557,250 | |
Retail and Eyewear [Member] | Automotive horns [Member] | ||
Revenues | ||
Total Revenues | ||
Retail and Eyewear [Member] | Automotive lighting [Member] | ||
Revenues | ||
Total Revenues | ||
Retail and Eyewear [Member] | Custom cabinets and countertops [Member] | ||
Revenues | ||
Total Revenues | ||
Retail and Eyewear [Member] | Finished carpentry [Member] | ||
Revenues | ||
Total Revenues | ||
Retail and Eyewear [Member] | Eyewear [Member] | ||
Revenues | ||
Total Revenues | ||
Construction [Member] | ||
Revenues | ||
Total Revenues | 39,715,887 | 31,768,907 |
Construction [Member] | Appliances [Member] | ||
Revenues | ||
Total Revenues | ||
Construction [Member] | Automotive horns [Member] | ||
Revenues | ||
Total Revenues | ||
Construction [Member] | Automotive lighting [Member] | ||
Revenues | ||
Total Revenues | ||
Construction [Member] | Custom cabinets and countertops [Member] | ||
Revenues | ||
Total Revenues | 9,639,549 | 10,644,283 |
Construction [Member] | Finished carpentry [Member] | ||
Revenues | ||
Total Revenues | 30,076,338 | 21,124,624 |
Construction [Member] | Eyewear [Member] | ||
Revenues | ||
Total Revenues | ||
Automotive Supplies [Member] | ||
Revenues | ||
Total Revenues | 4,550,586 | 6,489,088 |
Automotive Supplies [Member] | Appliances [Member] | ||
Revenues | ||
Total Revenues | ||
Automotive Supplies [Member] | Automotive horns [Member] | ||
Revenues | ||
Total Revenues | 3,150,530 | 5,068,616 |
Automotive Supplies [Member] | Automotive lighting [Member] | ||
Revenues | ||
Total Revenues | 1,400,056 | 1,420,472 |
Automotive Supplies [Member] | Custom cabinets and countertops [Member] | ||
Revenues | ||
Total Revenues | ||
Automotive Supplies [Member] | Finished carpentry [Member] | ||
Revenues | ||
Total Revenues | ||
Automotive Supplies [Member] | Eyewear [Member] | ||
Revenues | ||
Total Revenues |
Disaggregation of Revenues an_5
Disaggregation of Revenues and Segment Reporting (Details) - Schedule of Segment Information - Corporate Services [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 68,681,818 | $ 48,929,124 |
Operating expenses | ||
Cost of revenues | 45,139,169 | 33,227,730 |
Personnel | 13,593,090 | 9,531,101 |
Depreciation and amortization | 2,240,680 | 2,037,112 |
General and administrative | 11,670,974 | 8,772,689 |
Impairment of goodwill and intangible assets | 14,648,048 | |
Total operating expenses | 88,616,961 | 54,668,632 |
Loss from operations | (19,935,143) | (5,739,508) |
Personnel – corporate allocation [Member] | ||
Operating expenses | ||
Personnel | ||
General and Administrative Management Fees [Member] | ||
Operating expenses | ||
General and administrative | 1,325,000 | 1,100,000 |
General and Administrative Corporate Allocation [Member] | ||
Operating expenses | ||
General and administrative | ||
Retail and Appliances [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 8,961,248 | 10,671,129 |
Operating expenses | ||
Cost of revenues | 7,083,662 | 8,203,401 |
Personnel | 1,052,118 | 1,122,239 |
Depreciation and amortization | 151,362 | 222,438 |
General and administrative | 1,424,889 | 1,426,936 |
Impairment of goodwill and intangible assets | 1,484,229 | |
Total operating expenses | 11,012,403 | 10,898,080 |
Loss from operations | (2,051,155) | (226,951) |
Retail and Appliances [Member] | Personnel – corporate allocation [Member] | ||
Operating expenses | ||
Personnel | (309,400) | (299,700) |
Retail and Appliances [Member] | General and Administrative Management Fees [Member] | ||
Operating expenses | ||
General and administrative | 300,000 | 300,000 |
Retail and Appliances [Member] | General and Administrative Corporate Allocation [Member] | ||
Operating expenses | ||
General and administrative | (174,457) | (77,234) |
Retail and Eyewear [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 15,454,097 | |
Operating expenses | ||
Cost of revenues | 11,738,639 | |
Personnel | 2,793,210 | |
Depreciation and amortization | 371,662 | |
General and administrative | 1,475,777 | |
Impairment of goodwill and intangible assets | ||
Total operating expenses | 16,552,751 | |
Loss from operations | (1,098,654) | |
Retail and Eyewear [Member] | Personnel – corporate allocation [Member] | ||
Operating expenses | ||
Personnel | ||
Retail and Eyewear [Member] | General and Administrative Management Fees [Member] | ||
Operating expenses | ||
General and administrative | 225,000 | |
Retail and Eyewear [Member] | General and Administrative Corporate Allocation [Member] | ||
Operating expenses | ||
General and administrative | (51,537) | |
Construction [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 39,715,887 | 31,768,907 |
Operating expenses | ||
Cost of revenues | 23,162,151 | 20,980,103 |
Personnel | 8,428,963 | 6,999,474 |
Depreciation and amortization | 1,561,770 | 1,607,148 |
General and administrative | 5,526,842 | 5,653,626 |
Impairment of goodwill and intangible assets | 10,097,146 | |
Total operating expenses | 47,467,175 | 33,748,830 |
Loss from operations | (7,751,288) | (1,979,923) |
Construction [Member] | Personnel – corporate allocation [Member] | ||
Operating expenses | ||
Personnel | (928,200) | (899,100) |
Construction [Member] | General and Administrative Management Fees [Member] | ||
Operating expenses | ||
General and administrative | 500,000 | 500,000 |
Construction [Member] | General and Administrative Corporate Allocation [Member] | ||
Operating expenses | ||
General and administrative | (881,497) | (1,092,421) |
Automotive Supplies [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 4,550,586 | 6,489,088 |
Operating expenses | ||
Cost of revenues | 3,154,717 | 4,044,226 |
Personnel | 1,226,788 | 1,394,061 |
Depreciation and amortization | 155,886 | 207,526 |
General and administrative | 1,004,716 | 1,319,851 |
Impairment of goodwill and intangible assets | 3,066,673 | |
Total operating expenses | 8,439,228 | 6,621,482 |
Loss from operations | (3,888,642) | (132,394) |
Automotive Supplies [Member] | Personnel – corporate allocation [Member] | ||
Operating expenses | ||
Personnel | (309,400) | (299,700) |
Automotive Supplies [Member] | General and Administrative Management Fees [Member] | ||
Operating expenses | ||
General and administrative | 300,000 | 300,000 |
Automotive Supplies [Member] | General and Administrative Corporate Allocation [Member] | ||
Operating expenses | ||
General and administrative | (160,152) | (344,482) |
Corporate Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | ||
Operating expenses | ||
Cost of revenues | ||
Personnel | 92,011 | 15,327 |
Depreciation and amortization | ||
General and administrative | 2,238,750 | 372,276 |
Impairment of goodwill and intangible assets | ||
Total operating expenses | 5,145,404 | 3,400,240 |
Loss from operations | (5,145,404) | (3,400,240) |
Corporate Services [Member] | Personnel – corporate allocation [Member] | ||
Operating expenses | ||
Personnel | 1,547,000 | 1,498,500 |
Corporate Services [Member] | General and Administrative Management Fees [Member] | ||
Operating expenses | ||
General and administrative | ||
Corporate Services [Member] | General and Administrative Corporate Allocation [Member] | ||
Operating expenses | ||
General and administrative | $ 1,267,643 | $ 1,514,137 |
Disaggregation of Revenues an_6
Disaggregation of Revenues and Segment Reporting (Details) - Schedule of Total Assets by Operating Segment - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Current assets | $ 18,714,632 | $ 11,225,701 |
Long-lived assets | 10,845,230 | 14,806,728 |
Goodwill | 9,808,335 | 19,452,270 |
Total assets | 39,368,197 | 45,484,699 |
Retail & Appliances [Member] | Operating Segments [Member] | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Current assets | 1,939,951 | 2,857,505 |
Long-lived assets | 88,505 | 781,521 |
Goodwill | 942,575 | |
Total assets | 2,028,456 | 4,581,601 |
Retail and Eyewear [Member] | Operating Segments [Member] | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Current assets | 6,734,826 | |
Long-lived assets | 2,580,035 | |
Goodwill | 757,283 | |
Total assets | 10,072,144 | |
Construction [Member] | Operating Segments [Member] | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Current assets | 7,580,585 | 5,355,827 |
Long-lived assets | 8,020,469 | 12,302,214 |
Goodwill | 9,051,052 | 16,772,042 |
Total assets | 24,652,106 | 34,430,083 |
Automotive Supplies [Member] | Operating Segments [Member] | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Current assets | 1,944,601 | 2,295,424 |
Long-lived assets | 156,221 | 1,722,993 |
Goodwill | 1,737,653 | |
Total assets | 2,100,822 | 5,756,070 |
Corporate Services [Member] | Operating Segments [Member] | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||
Current assets | 514,669 | 716,945 |
Long-lived assets | ||
Goodwill | ||
Total assets | $ 514,669 | $ 716,945 |
Receivables (Details) - Schedul
Receivables (Details) - Schedule of Receivables - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Receivables [Abstract] | ||
Trade accounts receivable | $ 6,766,088 | $ 4,867,749 |
Vendor rebates receivable | 460 | |
Credit card payments in process of settlement | 54,285 | 102,917 |
Retainage | 1,075,761 | 603,442 |
Total receivables | 7,896,134 | 5,574,568 |
Allowance for expected credit losses | (344,165) | (359,000) |
Total receivables, net | $ 7,551,969 | $ 5,215,568 |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of Inventories - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Inventories [Line Items] | ||
Less reserve for obsolescence | $ (1,495,280) | $ (425,848) |
Total inventories, net | 8,999,532 | 4,184,019 |
Appliances [Member] | ||
Schedule of Inventories [Line Items] | ||
Appliances | 1,447,368 | 2,155,839 |
Eyewear [Member] | ||
Schedule of Inventories [Line Items] | ||
Appliances | 5,880,478 | |
Automotive [Member] | ||
Schedule of Inventories [Line Items] | ||
Appliances | 1,190,899 | 934,683 |
Constructions [Member] | ||
Schedule of Inventories [Line Items] | ||
Appliances | 1,976,067 | 1,519,345 |
Inventories [Member] | ||
Schedule of Inventories [Line Items] | ||
Appliances | $ 10,494,812 | $ 4,609,867 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property and Equipment [Line Items] | ||
Depreciation expense | $ 901,729 | $ 578,344 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of Property and Equipment - Property, Plant and Equipment [Member] - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Property and Equipment [Line Items] | ||
Total property and equipment, gross | $ 3,524,442 | $ 2,610,614 |
Less: accumulated depreciation | (1,625,793) | (725,408) |
Total property and equipment, net | 1,898,649 | 1,885,206 |
Machinery and equipment [Member] | ||
Schedule of Property and Equipment [Line Items] | ||
Total property and equipment, gross | 1,406,531 | 1,403,817 |
Office furniture and equipment [Member] | ||
Schedule of Property and Equipment [Line Items] | ||
Total property and equipment, gross | 156,960 | 156,960 |
Transportation equipment [Member] | ||
Schedule of Property and Equipment [Line Items] | ||
Total property and equipment, gross | 1,158,102 | 883,077 |
Displays [Member] | ||
Schedule of Property and Equipment [Line Items] | ||
Total property and equipment, gross | 610,960 | |
Leasehold improvements [Member] | ||
Schedule of Property and Equipment [Line Items] | ||
Total property and equipment, gross | $ 191,889 | $ 166,760 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Intangible Assets [Line Items] | ||
Amortization expense | $ 1,338,951 | $ 1,458,768 |
impairments of customer and marketing related intangible assets | 14,648,048 | |
Goodwill impairments | 10,401,218 | |
Marketing-Related Intangible Assets [Member] | ||
Intangible Assets [Line Items] | ||
impairments of customer and marketing related intangible assets | $ 4,246,830 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill (Details) - Schedule of Intangible Assets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Intangible Assets [Line Items] | ||
Intangible assets gross | $ 6,822,500 | $ 12,331,000 |
Less: accumulated amortization | (1,848,152) | (2,345,871) |
Intangible assets, net | 4,974,348 | 9,985,129 |
Customer relationships [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Intangible assets gross | 5,484,500 | 9,024,000 |
Marketing-related [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Intangible assets gross | 1,338,000 | 2,684,000 |
Technology-related [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Intangible assets gross | $ 623,000 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill (Details) - Schedule of Amortization Expense for Intangible Assets | Dec. 31, 2023 USD ($) |
Intangible Assets [Line Items] | |
2024 | $ 762,433 |
2025 | 693,256 |
2026 | 653,006 |
2027 | 532,256 |
2028 | 488,439 |
Thereafter | 1,844,958 |
Total | $ 4,974,348 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill (Details) - Schedule of Carrying Amount of Goodwill - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Carrying Amount of Goodwill [Abstract] | ||
Balance Beginning | $ 19,452,270 | $ 19,452,270 |
Balance Ending | 9,808,335 | 19,452,270 |
Goodwill from the acquisition of ICU Eyewear | 757,283 | |
Impairments | $ (10,401,218) |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - Schedule of Accounts Payable and Accrued Expenses - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Accounts Payable and Accrued Expenses [Abstract] | ||
Trade accounts payable | $ 7,540,554 | $ 4,129,393 |
Credit cards payable | 401,665 | 357,964 |
Accrued payroll liabilities | 1,334,456 | 824,369 |
Accrued interest | 1,712,991 | 1,179,875 |
Accrued dividends | 32,997 | 136,052 |
Other accrued liabilities | 2,095,958 | 114,116 |
Total accounts payable and accrued expenses | $ 13,118,621 | $ 6,741,769 |
Leases (Details)
Leases (Details) - USD ($) | 1 Months Ended | ||||
Jul. 13, 2022 | Apr. 11, 2022 | Mar. 28, 2022 | Jul. 31, 2023 | Apr. 30, 2022 | |
Leases [Abstract] | |||||
Lease renewal | $ 35,000 | $ 7,518 | |||
Operating lease | $ 1,827,063 | $ 254,713 | |||
Purchase machinery and equipment | $ 240,260 | $ 11,706 | $ 316,798 | ||
Financing lease maturity | June 2028 | June 2027 | January 2028 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Operating Leases - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Operating Leases [Abstract] | ||
Operating lease right-of-use assets | $ 3,818,498 | $ 2,854,196 |
Operating lease liabilities, current portion | 1,038,978 | 713,100 |
Operating lease liabilities, long-term | 2,932,686 | 2,237,797 |
Total operating lease liabilities | $ 3,971,664 | $ 2,950,897 |
Weighted-average remaining lease term (months) | 43 years | 47 years |
Weighted average discount rate | 9.04% | 4.36% |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Components of Operating Lease Expense - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Components of Operating Lease Expense [Abstract] | ||
Fixed operating lease expense | $ 1,095,515 | $ 700,091 |
Variable operating lease expense | 485,048 | 354,845 |
Total operating lease expense | $ 1,580,563 | $ 1,054,936 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of Estimated Future Minimum Payments of Operating Leases - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Estimated Future Minimum Payments of Operating Leases [Abstract] | ||
2024 | $ 1,332,327 | |
2025 | 1,304,733 | |
2026 | 1,032,656 | |
2027 | 766,969 | |
2028 | 273,660 | |
Total | 4,710,345 | |
Less: imputed interest | (738,681) | |
Total operating lease liabilities | $ 3,971,664 | $ 2,950,897 |
Leases (Details) - Schedule o_4
Leases (Details) - Schedule of Finance Leases - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Finance Leases [Line Items] | ||
Total leased equipment (property and equipment) | $ 1,144,486 | $ 1,144,486 |
Less: accumulated depreciation | (435,834) | (200,010) |
Total leased equipment, net | 708,652 | 944,476 |
Finance lease liabilities, current portion | 178,906 | 185,718 |
Finance lease liabilities, long-term | 605,242 | 784,148 |
Total finance lease liabilities | $ 784,148 | $ 969,866 |
Weighted-average remaining lease term (months) | 49 years | 60 years |
Weighted average discount rate | 5.15% | 5.15% |
Machinery and equipment [Member] | ||
Schedule of Finance Leases [Line Items] | ||
Total leased equipment (property and equipment) | $ 1,126,004 | $ 1,126,004 |
Office furniture and equipment [Member] | ||
Schedule of Finance Leases [Line Items] | ||
Total leased equipment (property and equipment) | $ 18,482 | $ 18,482 |
Leases (Details) - Schedule o_5
Leases (Details) - Schedule of Components of Finance Lease Expense - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Components of Finance Lease Expense [Abstract] | ||
Depreciation expense | $ 235,824 | $ 195,561 |
Interest expense | 49,754 | 49,784 |
Total finance lease expense | $ 285,578 | $ 245,345 |
Leases (Details) - Schedule o_6
Leases (Details) - Schedule of Estimated Future Minimum Payments of Finance Leases - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Estimated Future Minimum Payments of Finance Leases [Abstract] | ||
2024 | $ 218,099 | |
2025 | 211,332 | |
2026 | 211,332 | |
2027 | 210,042 | |
2028 | 28,833 | |
Total | 879,638 | |
Less: amount representing interest | (95,490) | |
Total finance lease liabilities | $ 784,148 | $ 969,866 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Fair Value Measurements [Line Items] | |
Impairment of goodwill and intangibles assets | $ 11.8 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Fair Value of Financial Instruments Measured Recurring Basis - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Fair Value of Financial Instruments Measured Recurring Basis [Line Items] | ||
Derivative liabilities | $ 1,389,203 | |
Level 1 [Member] | ||
Schedule of Fair Value of Financial Instruments Measured Recurring Basis [Line Items] | ||
Derivative liabilities | ||
Level 2 [Member] | ||
Schedule of Fair Value of Financial Instruments Measured Recurring Basis [Line Items] | ||
Derivative liabilities | ||
Level 3 [Member] | ||
Schedule of Fair Value of Financial Instruments Measured Recurring Basis [Line Items] | ||
Derivative liabilities | $ 1,389,203 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of Roll-Forward of Changes for Financial Instruments Fair Value on Recurring Basis | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Derivative Liabilities [Member] | |
Schedule of Roll-Forward of Changes for Financial Instruments Fair Value on Recurring Basis [Line Items] | |
Balance as of December 31, 2022 | |
Initial fair value of derivative liabilities upon issuance | 2,613,177 |
Gain on change in fair value of derivative liabilities | (385,138) |
Extinguishment of derivative liabilities upon conversion of convertible notes | (838,836) |
Balance as of December 31, 2023 | 1,389,203 |
Warrant Liability [Member] | |
Schedule of Roll-Forward of Changes for Financial Instruments Fair Value on Recurring Basis [Line Items] | |
Balance as of December 31, 2022 | |
Fair value of warrant liability upon issuance | 1,156,300 |
Loss on change in fair value of warrant liability | 27,900 |
Extinguishment of warrant liability upon exercise of prefunded warrants | (1,184,200) |
Balance as of December 31, 2023 |
Revolving Line of Credit (Detai
Revolving Line of Credit (Details) - USD ($) | 12 Months Ended | ||||
Aug. 11, 2023 | Feb. 09, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 11, 2023 | |
Revolving Line of Credit [Line Items] | |||||
Revolving loan (in Dollars) | $ 5,000,000 | ||||
Secured promissory note principal amount (in Dollars) | 5,000,000 | ||||
Advance received (in Dollars) | 2,063,182 | $ 4,218,985 | |||
Repay certain debt (in Dollars) | 1,963,182 | ||||
Pay lender fees (in Dollars) | $ 100,000 | ||||
Prepayment fee percentage | 10% | ||||
Annual interest rate | 3% | ||||
Percentage of base rate | 7% | ||||
Federal funds rate | 1% | ||||
Percentage of SOFR tenor | 1% | ||||
Interest accrue default rate | 2% | ||||
Prepayment fee | 1% | ||||
Closing price of the common shares (in Dollars per share) | $ 0.001 | $ 0.001 | |||
Percentage of outstanding common shares | 8% | 20% | |||
Outstanding principal balance (in Dollars) | $ 3,647,511 | ||||
Debt discounts (in Dollars) | 683,029 | ||||
Accrued interest (in Dollars) | $ 59,080 | ||||
Common Stock [Member] | |||||
Revolving Line of Credit [Line Items] | |||||
Closing price of the common shares (in Dollars per share) | $ 4.575 | ||||
Minimum [Member] | |||||
Revolving Line of Credit [Line Items] | |||||
Prepayment fee percentage | 8% | ||||
Maximum [Member] | |||||
Revolving Line of Credit [Line Items] | |||||
Prepayment fee percentage | 15% | ||||
Advances Bearing Interest Rate [Member] | |||||
Revolving Line of Credit [Line Items] | |||||
Revolving loan matures | Feb. 09, 2025 | ||||
Revolving Loan Matures [Member] | |||||
Revolving Line of Credit [Line Items] | |||||
Revolving loan matures | Sep. 11, 2026 | ||||
AB Lending SPV I LLC d/b/a Mountain Ridge Capital [Member] | |||||
Revolving Line of Credit [Line Items] | |||||
Revolving loan (in Dollars) | $ 15,000,000 | ||||
Revolving Credit Facility [Member] | |||||
Revolving Line of Credit [Line Items] | |||||
Prepayment fee percentage | 8% | ||||
Prepayment fee | 3% | ||||
Line of Credit [Member] | |||||
Revolving Line of Credit [Line Items] | |||||
Prepayment fee | 2% |
Revolving Line of Credit (Det_2
Revolving Line of Credit (Details) - Schedule of Revolving Line of Credit - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Revolving Line of Credit [Abstract] | ||
Revolving loan | $ 4,330,540 | |
Less: debt discounts | (683,029) | |
Total revolving line of credit, net | 3,647,511 | |
Current portion of revolving line of credit | ||
Revolving line of credit, net of current portion | $ 3,647,511 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 12 Months Ended | ||||||||||||||||
Nov. 30, 2023 | Aug. 11, 2023 | Mar. 31, 2023 | Feb. 22, 2023 | Feb. 09, 2023 | Feb. 03, 2023 | Jan. 03, 2023 | Jul. 08, 2022 | Jul. 29, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 09, 2024 | Aug. 30, 2023 | Jul. 30, 2023 | Jul. 07, 2023 | Apr. 30, 2023 | Jan. 30, 2023 | |
Notes Payable [Line Items] | |||||||||||||||||
Percentage of amortizing promissory note | 6% | ||||||||||||||||
Aggregate principal amount | $ 2,109,375 | ||||||||||||||||
Outstanding principal balance | $ 578,290 | ||||||||||||||||
Notes bear interest rate | 10% | ||||||||||||||||
Revenues total | $ 1,965,000 | ||||||||||||||||
Net cash proceeds | $ 737,700 | $ 2,271,818 | $ 540,000 | $ 499,600 | |||||||||||||
Debt discount | $ 4,387,571 | $ 1,900,194 | |||||||||||||||
Aggregate of common shares (in Shares) | 55,000 | ||||||||||||||||
Exercise price (in Dollars per share) | $ 420 | $ 3 | $ 7.92 | $ 16.28 | $ 20 | $ 59.48 | $ 153.44 | ||||||||||
Percentage of aggregate cap | 10% | ||||||||||||||||
Percentage of cash transaction fee | 6% | ||||||||||||||||
Percentage of diligence and expense fee | 1% | ||||||||||||||||
Percentage of number of common shares | 8% | ||||||||||||||||
Warrants exercise price (in Dollars per share) | $ 2.76 | $ 2.76 | $ 2.76 | $ 0.001 | $ 600 | ||||||||||||
Percentage of conversion price | 90% | ||||||||||||||||
Percentage of default penalty | 40% | ||||||||||||||||
Percentage of conversion option common shares | 90% | ||||||||||||||||
Floor price (in Dollars per share) | $ 3 | ||||||||||||||||
Percentage of dividend yield | 0% | ||||||||||||||||
Percentage of expected volatility | 160.45% | ||||||||||||||||
Percentage of risk-free interest rate | 4.68% | ||||||||||||||||
Total outstanding balance | $ 389,226 | ||||||||||||||||
Spartan Capital Securities, LLC [Member] | |||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||
Issuance of warrant common shares (in Shares) | 86,613 | ||||||||||||||||
Minimum [Member] | |||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||
Notes bear interest rate | 8% | ||||||||||||||||
Revenues outstanding balance | $ 1,375,500 | ||||||||||||||||
Terms interest rates | 3.74% | ||||||||||||||||
Maximum [Member] | |||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||
Notes bear interest rate | 15% | ||||||||||||||||
Revenues outstanding balance | 1,965,000 | ||||||||||||||||
Terms interest rates | 9.94% | ||||||||||||||||
Warrant [Member] | |||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||
Warrants exercise price (in Dollars per share) | $ 20.13 | ||||||||||||||||
Percentage of dividend yield | 0% | ||||||||||||||||
Percentage of expected volatility | 161.60% | ||||||||||||||||
Percentage of risk-free interest rate | 4.50% | ||||||||||||||||
Note Payable [Member] | |||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||
Debt discount | $ 510,000 | ||||||||||||||||
6% Amortizing Promissory Note [Member] | |||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||
Aggregate principal amount | $ 1,037,500 | ||||||||||||||||
Amendment fee | $ 84,362 | ||||||||||||||||
Outstanding principal balance | 562,411 | ||||||||||||||||
Accrued interest balance | 142,883 | ||||||||||||||||
6% Subordinated Promissory Notes [Member] | |||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||
Aggregate principal amount | 500,000 | ||||||||||||||||
Accrued interest balance | $ 27,083 | ||||||||||||||||
Percentage of subordinated promissory notes | 6% | ||||||||||||||||
Interest rate | 10% | ||||||||||||||||
Total outstanding principal balance | $ 500,000 | ||||||||||||||||
6% Subordinated Promissory Notes [Member] | Subsequent Event [Member] | |||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||
Notes bear interest rate | 6% | ||||||||||||||||
Purchase and Sale of Future Revenues Agreement [Member] | |||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||
Outstanding principal balance | 1,807,800 | ||||||||||||||||
Net cash proceeds | $ 865,500 | 1,410,000 | |||||||||||||||
ACH payments amount | $ 39,300 | ||||||||||||||||
Debt discount | $ 555,000 | ||||||||||||||||
Effective interest rate | 65.10% | ||||||||||||||||
Net of debt discounts | $ 438,916 | ||||||||||||||||
Purchase and Sale of Future Revenues Agreement [Member] | Note Payable [Member] | |||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||
Effective interest rate | 72.40% | ||||||||||||||||
Private Placement of OID Promissory Notes and Warrants [Member] | |||||||||||||||||
Notes Payable [Line Items] | |||||||||||||||||
Aggregate principal amount | $ 3,125,000 | ||||||||||||||||
Percentage of subordinated promissory notes | 20% | ||||||||||||||||
Total outstanding principal balance | $ 29,355 | ||||||||||||||||
Net of debt discounts | $ 3,095,645 | ||||||||||||||||
Aggregate of common shares (in Shares) | 40,989 | ||||||||||||||||
Total cash proceeds | $ 2,218,000 | ||||||||||||||||
Exercise price (in Dollars per share) | $ 18.3 | ||||||||||||||||
Percentage of aggregate subscription | 1% | ||||||||||||||||
Interest rate | 18% | ||||||||||||||||
Conversion price (in Dollars per share) | $ 3 | ||||||||||||||||
Percentage of dividend yield | 0% | ||||||||||||||||
Percentage of expected volatility | 145.37% | ||||||||||||||||
Percentage of risk-free interest rate | 5.37% | ||||||||||||||||
Estimated fair value common shares price (in Dollars per share) | $ 18.52 |
Notes Payable (Details) - Sched
Notes Payable (Details) - Schedule of Notes Payable - Notes Payable [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Notes Payable (Details) - Schedule of Notes Payable [Line Items] | ||
Vehicle loans | $ 389,226 | $ 230,235 |
6% Amortizing promissory note | 562,411 | 465,805 |
6% Subordinated promissory notes | 500,000 | |
Purchase and sale of future revenues loan | 1,807,800 | |
20% OID subordinated promissory notes | 3,125,000 | |
Total notes payable | 6,384,437 | |
Less: debt discounts | (3,534,561) | |
Total notes payable, net | 2,849,876 | 696,040 |
Current portion of notes payable, net | 2,575,730 | 551,210 |
Notes payable, net of current portion | $ 274,146 | $ 144,830 |
Notes Payable (Details) - Sch_2
Notes Payable (Details) - Schedule of Notes Payable (Parentheticals) - Notes Payable [Member] | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Notes Payable (Details) - Schedule of Notes Payable (Parentheticals) [Line Items] | ||
Amortizing promissory note | 6% | 6% |
Subordinated promissory notes | 6% | 6% |
OID subordinated promissory notes | 20% | 20% |
Notes Payable (Details) - Sch_3
Notes Payable (Details) - Schedule of Estimated Future Minimum Principal Payments of Notes Payable | Dec. 31, 2023 USD ($) |
Schedule of Estimated Future Minimum Principal Payments of Notes Payable [Abstract] | |
2024 | $ 6,110,291 |
2025 | 105,068 |
2026 | 75,485 |
2027 | 62,699 |
2028 | 30,894 |
Total payments | $ 6,384,437 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||
Aug. 09, 2023 | Aug. 04, 2023 | Feb. 22, 2023 | Feb. 09, 2023 | Feb. 03, 2023 | Jan. 03, 2023 | Jul. 08, 2022 | Oct. 08, 2021 | Aug. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Jul. 26, 2022 | |
Convertible Notes Payable [Line Items] | ||||||||||||
Aggregate original issue discount | $ 497,200 | |||||||||||
Total purchase price | 24,362,800 | |||||||||||
Payment of expenses | 617,825 | |||||||||||
Received net proceeds | 23,744,975 | |||||||||||
Purchase price for the acquisition | 10,687,500 | |||||||||||
Financing agent warrants | 187,500 | |||||||||||
Derivative, Fair Value, Net | $ 956,526 | |||||||||||
Interest percentage | 7.50% | 10% | ||||||||||
Fair value | $ 1,146,803 | $ 757,283 | ||||||||||
Prepayment fee percentage | 10% | |||||||||||
Common stock conversion price per share (in Dollars per share) | $ 2.76 | |||||||||||
Outstanding principal balance | $ 23,052,078 | |||||||||||
Net of debt discounts | $ 1,807,922 | |||||||||||
Subordinated convertible promissory notes percentage | 6% | |||||||||||
Convertible payable | $ 3,360,000 | |||||||||||
Shares issued (in Shares) | 222,050 | 1,984 | 120 | 8,000 | ||||||||
Conversion price (in Dollars per share) | $ 3 | |||||||||||
Loss on extinguishment of debt | $ 1,280,000 | |||||||||||
Bear interest payable | 6% | |||||||||||
Subject to adjustments note agreement | 1,000 | |||||||||||
Principal amount | $ 21,528 | |||||||||||
Warrants purchase aggregate common shares (in Shares) | 2,431 | 1,259 | 1,000 | |||||||||
Adjusted exercise price (in Dollars per share) | $ 2.76 | $ 2.76 | $ 2.76 | $ 0.001 | $ 600 | |||||||
Total net cash proceeds | $ 737,700 | $ 2,271,818 | $ 540,000 | $ 499,600 | ||||||||
Common shares (in Shares) | 5,536 | 76 | 1,259 | 36 | 915,581 | 56,789 | ||||||
Exercise price per share (in Dollars per share) | $ 1 | $ 2.76 | $ 2.76 | $ 2.76 | ||||||||
Short-Term Debt, Percentage Bearing Fixed Interest Rate | 12% | |||||||||||
Bear interest rate | 16% | |||||||||||
Accrued interest | 50% | |||||||||||
Share per share (in Dollars per share) | $ 2.76 | $ 0.01 | $ 420 | |||||||||
Weighted average price common shares percentage | 80% | |||||||||||
Conversion price per share (in Dollars per share) | $ 420 | |||||||||||
Percentage of VWAP | 80% | |||||||||||
Constitute derivative liabilities | $ 3 | |||||||||||
Dividend yield | 0% | |||||||||||
Expected volatility | 160.45% | |||||||||||
Risk-free interest rate | 4.68% | |||||||||||
Conversion amount | $ 91,174 | $ 730,814 | ||||||||||
Converted common shares (in Shares) | 47,979 | |||||||||||
Percentage of Principal Amount of Remaining Cost | 10% | |||||||||||
Total outstanding principal | $ 1,222,408 | |||||||||||
Secured Convertible Promissory Notes [Member] | ||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||
Accrued interest balance | $ 881,711 | |||||||||||
Penalty [Member] | ||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||
Accrued interest | 15% | |||||||||||
Other Fees [Member] | ||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||
Conversion amount | $ 1,536,582 | |||||||||||
Private Placement [Member] | ||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||
Accrued interest balance | $ 45,956 | |||||||||||
Common Stock [Member] | ||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||
Shares issued (in Shares) | 100,691 | 1,830 | 2,898 | |||||||||
Warrants purchase aggregate common shares (in Shares) | 5,329 | |||||||||||
Adjusted exercise price (in Dollars per share) | $ 2.76 | |||||||||||
Common shares (in Shares) | 915,581 | |||||||||||
Exercise price per share (in Dollars per share) | $ 1 | |||||||||||
Common Stock [Member] | ||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||
Conversion price (in Dollars per share) | $ 420 | |||||||||||
Share per share (in Dollars per share) | 420 | |||||||||||
Convertible Promissory Notes [Member] | ||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||
Share per share (in Dollars per share) | $ 193 | |||||||||||
Secured Convertible Promissory Notes [Member] | ||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||
Aggregate principal amount | 24,860,000 | |||||||||||
Debt Instrument, Description | The notes bear interest at a rate per annum equal to the greater of (i) 4.75% plus the U.S. Prime Rate that appears in The Wall Street Journal from time to time or (ii) 8%; provided that, upon an event of default (as defined in the note agreement), such rate shall increase to 24% or the maximum legal rate. | |||||||||||
6% Subordinated Convertible Promissory Notes [Member] | ||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||
Aggregate principal amount | $ 5,880,345 | |||||||||||
Principal amount | 2,391,734 | |||||||||||
Mast Hill Fund, L.P. [Member] | ||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||
Principal amount | $ 600,000 | |||||||||||
Mast Hill and Leonite Fund I, LP [Member] | ||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||
Principal amount | $ 604,000 | |||||||||||
Mast Hill and Leonite [Member] | ||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||
Principal amount | $ 2,557,575 | |||||||||||
Principal conversion amount | $ 1,002,556 | |||||||||||
Mast Hill [Member] | ||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||
Principal amount | $ 878,000 | |||||||||||
6% Subordinated Convertible Promissory Notes [Member] | ||||||||||||
Convertible Notes Payable [Line Items] | ||||||||||||
Net of debt discounts | 128,612 | |||||||||||
Accrued interest balance | $ 534,750 |
Convertible Notes Payable (De_2
Convertible Notes Payable (Details) - Schedule of Convertible Notes Payable - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Convertible Notes Payable [Abstract] | ||
Secured convertible promissory notes | $ 24,860,000 | $ 24,860,000 |
6% subordinated convertible promissory notes | 2,520,346 | 2,520,346 |
Private placements of convertible promissory notes | 1,222,408 | |
Total convertible notes payable | 28,602,754 | 27,380,346 |
Less: debt discounts | (1,936,534) | (2,712,547) |
Total convertible notes payable, net | 26,666,220 | 24,667,799 |
Current portion of convertible notes payable, net | 3,614,142 | |
Convertible notes payable, net of current portion | $ 23,052,078 | $ 24,667,799 |
Convertible Notes Payable (De_3
Convertible Notes Payable (Details) - Schedule of Convertible Notes Payable (Parentheticals) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Convertible Notes Payable [Abstract] | ||
Subordinated convertible promissory notes | 6% | 6% |
Convertible Notes Payable (De_4
Convertible Notes Payable (Details) - Schedule of Estimated Future Minimum Principal Payments of Convertible Notes Payable | Dec. 31, 2023 USD ($) |
Schedule of Estimated Future Minimum Principal Payments of Convertible Notes Payable [Abstract] | |
2024 | $ 3,742,754 |
2025 | |
2026 | 24,860,000 |
Total payments | $ 28,602,754 |
Related Parties (Details)
Related Parties (Details) - USD ($) | 12 Months Ended | |||||||||
Jul. 26, 2022 | Mar. 30, 2021 | Sep. 30, 2020 | Aug. 21, 2020 | May 28, 2020 | Apr. 15, 2013 | Dec. 31, 2023 | Dec. 31, 2022 | Apr. 23, 2024 | Feb. 03, 2023 | |
Related Parties [Line Items] | ||||||||||
Vesting note amount | $ 797,221 | |||||||||
Conversion price per share (in Dollars per share) | $ 420 | $ 0.01 | $ 2.76 | |||||||
Extinguishment debt amount | $ 303,706 | |||||||||
Amendment fee | $ 76,784 | |||||||||
Outstanding principal balance | 578,290 | |||||||||
Interest balance | 21,528 | |||||||||
Management fee percentage | 0.50% | |||||||||
Management fee | 1,325,000 | $ 1,100,000 | ||||||||
Adjusted net assets | $ 75,000 | $ 125,000 | $ 75,000 | $ 75,000 | ||||||
Percentage of adjusted net assets | 2% | 2% | 2% | 2% | ||||||
Allocation share in percentage | 100% | |||||||||
Profit allocation percentage | 20% | |||||||||
Distribution receivable | $ 2,000,000 | 2,000,000 | ||||||||
Lease agreement, description | On September 1, 2020, Kyle’s entered into an industrial lease agreement with Stephen Mallatt, Jr. and Rita Mallatt, who are officers of Kyle’s. The lease is for a term of five years, with an option for a renewal term of five years and provides for a base rent of $7,000 per month for the first 12 months, which will increase to $7,210 for months 13-16 and to $7,426 for months 37-60. In addition, Kyle’s is responsible for all taxes, insurance and certain operating costs during the lease term. | |||||||||
Related party leases | $ 87,106 | 87,106 | ||||||||
Common Stock [Member] | ||||||||||
Related Parties [Line Items] | ||||||||||
Common shares issued (in Shares) | 1,899 | |||||||||
Manager [Member] | ||||||||||
Related Parties [Line Items] | ||||||||||
Related party advances | $ 74,928 | 74,928 | ||||||||
Kyle’s [Member] | ||||||||||
Related Parties [Line Items] | ||||||||||
Principal amount | $ 1,260,000 | |||||||||
Promissory Note [Member] | ||||||||||
Related Parties [Line Items] | ||||||||||
Repayment, description | In addition, if the aggregate amount of management fees paid or to be paid to the Manager under the offsetting management services agreements, exceeds, or is expected to exceed, 9.5% of the Company’s gross income in any fiscal year or the Parent Management Fee in any fiscal quarter, then the management fee to be paid by such entities shall be reduced, on a pro rata basis determined by reference to the other management fees to be paid to the Manager under other offsetting management services agreements. | |||||||||
Forecast [Member] | ||||||||||
Related Parties [Line Items] | ||||||||||
Distribution receivable | $ 2,000,000 | |||||||||
Management Services Agreement [Member] | ||||||||||
Related Parties [Line Items] | ||||||||||
Management fee | $ 0 | 0 | ||||||||
Asiens [Member] | ||||||||||
Related Parties [Line Items] | ||||||||||
Management fee | 300,000 | 300,000 | ||||||||
Cabinet [Member] | ||||||||||
Related Parties [Line Items] | ||||||||||
Management fee | 500,000 | 500,000 | ||||||||
Wolo [Member] | ||||||||||
Related Parties [Line Items] | ||||||||||
Management fee | 300,000 | 300,000 | ||||||||
ICU [Member] | ||||||||||
Related Parties [Line Items] | ||||||||||
Management fee | 225,000 | |||||||||
Manager’s Profit Allocation [Member] | ||||||||||
Related Parties [Line Items] | ||||||||||
Distribution receivable | 2,000,000 | |||||||||
Advances [Member] | ||||||||||
Related Parties [Line Items] | ||||||||||
Related party advances | $ 118,834 | $ 118,834 |
Related Parties (Details) - Sch
Related Parties (Details) - Schedule of Related Party Note Payable - Related Party Note Payable [Member] - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Related Party Note Payable [Line Items] | ||
Related party promissory note | $ 578,290 | $ 362,779 |
Current portion of related party note payable | 578,290 | 362,779 |
Related party note payable, net of current portion |
Convertible Preferred Shares (D
Convertible Preferred Shares (Details) - USD ($) | 12 Months Ended | |||||||||||||
Mar. 31, 2024 | Feb. 25, 2024 | Jul. 18, 2023 | Jul. 07, 2023 | Jun. 15, 2023 | May 15, 2023 | Feb. 25, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Aug. 04, 2023 | Feb. 22, 2023 | Feb. 03, 2023 | Jul. 08, 2022 | Feb. 17, 2022 | |
Convertible Preferred Shares [Line Items] | ||||||||||||||
Dividends percentage | 5% | |||||||||||||
Common shares calculated based percentage | 80% | |||||||||||||
Calculated based fixed price per share (in Dollars per share) | $ 1.57 | |||||||||||||
Accumulated accrued and unpaid dividends percentage | 115% | |||||||||||||
Share dividing price (in Dollars per share) | $ 2.2 | |||||||||||||
Conversion price per share (in Dollars per share) | $ 3 | |||||||||||||
Convertible preferred shares percentage | 115% | |||||||||||||
Conversion price (in Dollars per share) | $ 3 | |||||||||||||
Accrued dividends (in Dollars) | $ 434,629 | |||||||||||||
Common shares (in Shares) | 915,581 | 56,789 | 5,536 | 76 | 1,259 | 36 | ||||||||
Redeemed shares (in Shares) | 90,909 | |||||||||||||
Total redemption price (in Dollars) | $ 209,091 | |||||||||||||
Securities Purchase Agreements | 80% | 80% | ||||||||||||
Sale of stock share (in Shares) | 58,234 | |||||||||||||
Aggregate gross proceeds (in Dollars) | $ 960,000 | $ 1,869,000 | ||||||||||||
Total issuance costs (in Dollars) | $ 15,000 | |||||||||||||
Net proceeds (in Dollars) | $ 858,200 | 1,429,700 | ||||||||||||
Common share exercise price (in Shares) | 1,200 | |||||||||||||
Exercise price (in Dollars per share) | $ 3 | |||||||||||||
Net proceeds (in Dollars) | 1,429,700 | |||||||||||||
Fair value (in Dollars) | 2,672,750 | |||||||||||||
Warrants (in Dollars) | $ 172,050 | |||||||||||||
Preferred Stock [Member] | ||||||||||||||
Convertible Preferred Shares [Line Items] | ||||||||||||||
Conversion price per share (in Dollars per share) | $ 700 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Convertible Preferred Shares [Line Items] | ||||||||||||||
Common shares (in Shares) | 915,581 | |||||||||||||
Common shares (in Shares) | 160,752 | 381 | ||||||||||||
Fair value (in Dollars) | ||||||||||||||
Warrants (in Dollars) | ||||||||||||||
Common shares (in Shares) | 10,942 | |||||||||||||
Minimum [Member] | ||||||||||||||
Convertible Preferred Shares [Line Items] | ||||||||||||||
Dividends percentage | 24% | 19% | 19% | 5% | ||||||||||
Outstanding common shares | 4.99% | |||||||||||||
Dividend rate price per share (in Dollars per share) | $ 2.2 | $ 3.3 | $ 2 | |||||||||||
Maximum [Member] | ||||||||||||||
Convertible Preferred Shares [Line Items] | ||||||||||||||
Dividends percentage | 29% | 24% | 10% | |||||||||||
Outstanding common shares | 9.99% | |||||||||||||
Dividend rate price per share (in Dollars per share) | $ 2.42 | $ 3.3 | $ 2.2 | |||||||||||
12th Month [Member] | ||||||||||||||
Convertible Preferred Shares [Line Items] | ||||||||||||||
Dividends percentage | 5% | |||||||||||||
Common Stock [Member] | ||||||||||||||
Convertible Preferred Shares [Line Items] | ||||||||||||||
Common shares (in Shares) | 23,423 | |||||||||||||
Series A Senior Convertible Preferred Shares [Member] | ||||||||||||||
Convertible Preferred Shares [Line Items] | ||||||||||||||
Senior convertible preferred shares, shares designated (in Shares) | 4,450,460 | 4,450,460 | ||||||||||||
Dividends percentage | 24% | |||||||||||||
Dividends rate (in Dollars per share) | $ 2.2 | |||||||||||||
Dividend payment (in Dollars per share) | $ 1.57 | |||||||||||||
Preferred share dividends (in Dollars) | $ 347,157 | $ 590,162 | ||||||||||||
Convertible preferred shares (in Shares) | 1,367,273 | 133,333 | ||||||||||||
Conversion of shares (in Shares) | 381 | |||||||||||||
Convertible preferred shares issued (in Shares) | 226,667 | 1,593,940 | ||||||||||||
Convertible preferred shares outstanding (in Shares) | 226,667 | 1,593,940 | ||||||||||||
Accrued Dividends (in Dollars) | $ 434,629 | |||||||||||||
Series A Senior Convertible Preferred Shares [Member] | Preferred Stock [Member] | ||||||||||||||
Convertible Preferred Shares [Line Items] | ||||||||||||||
Common shares (in Shares) | (1,367,273) | |||||||||||||
Fair value (in Dollars) | 1,415,100 | |||||||||||||
Warrants (in Dollars) | ||||||||||||||
Series A Senior Convertible Preferred Shares [Member] | Minimum [Member] | ||||||||||||||
Convertible Preferred Shares [Line Items] | ||||||||||||||
Dividends percentage | 14% | |||||||||||||
Series A Senior Convertible Preferred Shares [Member] | Maximum [Member] | ||||||||||||||
Convertible Preferred Shares [Line Items] | ||||||||||||||
Dividends percentage | 24% | 10% | ||||||||||||
Series A Senior Convertible Preferred Shares [Member] | 36th Month [Member] | Maximum [Member] | ||||||||||||||
Convertible Preferred Shares [Line Items] | ||||||||||||||
Dividends percentage | 5% | |||||||||||||
Series A Senior Convertible Preferred Shares [Member] | Preferred shares [Member] | ||||||||||||||
Convertible Preferred Shares [Line Items] | ||||||||||||||
Common shares (in Shares) | 160,752 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Convertible Preferred Shares [Line Items] | ||||||||||||||
Dividends percentage | 10% | |||||||||||||
Series B Senior Convertible Preferred Shares [Member] | ||||||||||||||
Convertible Preferred Shares [Line Items] | ||||||||||||||
Senior convertible preferred shares, shares designated (in Shares) | 583,334 | 583,334 | 583,334 | |||||||||||
Dividends percentage | 19% | |||||||||||||
Dividends rate (in Dollars per share) | $ 3 | |||||||||||||
Common shares calculated based percentage | 80% | |||||||||||||
Calculated based fixed price per share (in Dollars per share) | $ 2.7 | |||||||||||||
Dividend payment (in Dollars per share) | $ 2.7 | |||||||||||||
Accumulated accrued and unpaid dividends percentage | 115% | |||||||||||||
Share dividing price (in Dollars per share) | $ 3 | |||||||||||||
Convertible preferred shares percentage | 115% | |||||||||||||
Conversion price (in Dollars per share) | $ 3 | |||||||||||||
Convertible preferred shares (in Shares) | 373,332 | |||||||||||||
Conversion of shares (in Shares) | 88,495 | |||||||||||||
Convertible preferred shares issued (in Shares) | 91,567 | 464,899 | ||||||||||||
Convertible preferred shares outstanding (in Shares) | 91,567 | 464,899 | ||||||||||||
Conversion price (in Dollars per share) | $ 1,200 | |||||||||||||
Sale of stock share (in Shares) | 481,566 | |||||||||||||
Sale of stock price (in Dollars per share) | $ 3 | |||||||||||||
Aggregate gross proceeds (in Dollars) | $ 1,281,000 | |||||||||||||
Accrued dividends on series preferred shares (in Dollars) | $ 165,810 | 162,268 | ||||||||||||
Accrued Dividends (in Dollars) | 75,722 | |||||||||||||
Convertible preferred shares (in Shares) | 16,667 | |||||||||||||
Convertible dividends (in Shares) | 57,501 | |||||||||||||
Series B Senior Convertible Preferred Shares [Member] | Preferred Stock [Member] | ||||||||||||||
Convertible Preferred Shares [Line Items] | ||||||||||||||
Fair value (in Dollars) | $ 1,257,650 | |||||||||||||
Warrants (in Dollars) | ||||||||||||||
Series B Senior Convertible Preferred Shares [Member] | Common Stock [Member] | ||||||||||||||
Convertible Preferred Shares [Line Items] | ||||||||||||||
Net proceeds (in Dollars) | $ 1,429,700 | |||||||||||||
Series B Senior Convertible Preferred Shares [Member] | Minimum [Member] | ||||||||||||||
Convertible Preferred Shares [Line Items] | ||||||||||||||
Dividends percentage | 14% | 5% | ||||||||||||
Outstanding common shares | 4.99% | |||||||||||||
Series B Senior Convertible Preferred Shares [Member] | Maximum [Member] | ||||||||||||||
Convertible Preferred Shares [Line Items] | ||||||||||||||
Dividends percentage | 10% | |||||||||||||
Outstanding common shares | 9.99% | |||||||||||||
Series B Senior Convertible Preferred Shares [Member] | Preferred shares [Member] | ||||||||||||||
Convertible Preferred Shares [Line Items] | ||||||||||||||
Fair value (in Dollars) | $ 1,257,650 | |||||||||||||
Warrants (in Dollars) | $ 172,050 | |||||||||||||
Common shares (in Shares) | 10,942 | |||||||||||||
Kyle’s [Member] | ||||||||||||||
Convertible Preferred Shares [Line Items] | ||||||||||||||
Equity interest percentage | 10% | |||||||||||||
Chief Executive Officer [Member] | ||||||||||||||
Convertible Preferred Shares [Line Items] | ||||||||||||||
Aggregate gross proceeds (in Dollars) | $ 174,700 | |||||||||||||
24th month [Member] | Series A Senior Convertible Preferred Shares [Member] | Minimum [Member] | ||||||||||||||
Convertible Preferred Shares [Line Items] | ||||||||||||||
Dividends percentage | 5% |
Shareholders_ Equity (Deficit_2
Shareholders’ Equity (Deficit) (Details) - USD ($) | 12 Months Ended | |||||||||||||||||||||
Aug. 11, 2023 | Jul. 18, 2023 | Jul. 07, 2023 | Jul. 03, 2023 | Sep. 30, 2022 | Aug. 23, 2022 | Aug. 05, 2022 | Aug. 04, 2022 | Aug. 02, 2022 | Jul. 29, 2022 | Jul. 08, 2022 | Mar. 31, 2022 | Mar. 23, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Aug. 09, 2023 | Aug. 04, 2023 | Feb. 22, 2023 | Feb. 09, 2023 | Feb. 03, 2023 | Jul. 26, 2022 | Feb. 16, 2022 | |
Shareholders’ Equity (Deficit) [Line Items] | ||||||||||||||||||||||
Allocation shares, authorized | 1,000 | 1,000 | ||||||||||||||||||||
Common shares authorized | 500,000,000 | 500,000,000 | ||||||||||||||||||||
Common shares issued | 36 | 915,581 | 56,789 | 5,536 | 76 | 1,259 | ||||||||||||||||
Common shares outstanding | 915,581 | 56,789 | ||||||||||||||||||||
Company sold common shares | 14,286 | |||||||||||||||||||||
Aggregate of common shares | 55,000 | |||||||||||||||||||||
Convertible promissory notes | 6% | |||||||||||||||||||||
Issued common shares | 8,000 | 222,050 | 1,984 | 120 | ||||||||||||||||||
Dividend of per share (in Dollars per share) | $ 13.13 | $ 13.13 | $ 5 | |||||||||||||||||||
Aggregate of shareholders (in Dollars) | $ 505,751 | $ 337,841 | $ 249,762 | |||||||||||||||||||
Aggregate share of common stock | 40,989 | 40,000 | 38,450 | 1,000 | 88,495 | |||||||||||||||||
Prefunded warrants | 55,000 | 55,000 | ||||||||||||||||||||
Offering price per share (in Dollars per share) | $ 20 | |||||||||||||||||||||
Pre-funded warrant per share (in Dollars per share) | $ 19 | |||||||||||||||||||||
Gross proceeds (in Dollars) | $ 960,000 | $ 1,869,000 | ||||||||||||||||||||
Percentage of transaction fees | 8% | 8% | ||||||||||||||||||||
Net proceeds (in Dollars) | $ 1,494,480 | |||||||||||||||||||||
Purchase price per share (in Dollars per share) | $ 24 | |||||||||||||||||||||
Net proceeds (in Dollars) | $ 858,200 | $ 1,429,700 | ||||||||||||||||||||
Weighted average price common shares percentage | 80% | |||||||||||||||||||||
Exercise of warrants | 5,066 | |||||||||||||||||||||
Exercise of warrants for cash proceeds (in Dollars) | $ 5,064 | |||||||||||||||||||||
Conversion of preferred shares | 373,332 | |||||||||||||||||||||
Common Shares [Member] | ||||||||||||||||||||||
Shareholders’ Equity (Deficit) [Line Items] | ||||||||||||||||||||||
Common shares issued | 23,423 | |||||||||||||||||||||
Aggregate share of common stock | 22,751 | |||||||||||||||||||||
Common Shares [Member] | ||||||||||||||||||||||
Shareholders’ Equity (Deficit) [Line Items] | ||||||||||||||||||||||
Common shares issued | 915,581 | |||||||||||||||||||||
Common shares outstanding | 56,789 | |||||||||||||||||||||
Issued common shares | 381 | |||||||||||||||||||||
Issued common shares | 100,691 | 1,830 | 2,898 | |||||||||||||||||||
Craft Capital Management LLC [Member] | ||||||||||||||||||||||
Shareholders’ Equity (Deficit) [Line Items] | ||||||||||||||||||||||
Underwriting expenses (in Dollars) | $ 14,286 | |||||||||||||||||||||
Gross purchase price (in Dollars per share) | $ 420 | |||||||||||||||||||||
Total gross proceeds (in Dollars) | $ 6,000,000 | |||||||||||||||||||||
Net proceeds amount (in Dollars) | $ 5,150,000 | |||||||||||||||||||||
Aggregate of common shares | 8,000 | |||||||||||||||||||||
Stephen Mallatt, Jr. and Rita Mallatt [Member] | ||||||||||||||||||||||
Shareholders’ Equity (Deficit) [Line Items] | ||||||||||||||||||||||
Issued common shares | 1,899 | |||||||||||||||||||||
Bevilacqua PLLC [Member] | ||||||||||||||||||||||
Shareholders’ Equity (Deficit) [Line Items] | ||||||||||||||||||||||
Issued common shares | 2,851 | |||||||||||||||||||||
Series A Senior Convertible Preferred Shares [Member] | ||||||||||||||||||||||
Shareholders’ Equity (Deficit) [Line Items] | ||||||||||||||||||||||
Common stock issued upon acquisition | 133,333 | |||||||||||||||||||||
Conversion of preferred shares | 1,367,273 | |||||||||||||||||||||
Series A and B Senior Convertible Preferred Shares [Member] | ||||||||||||||||||||||
Shareholders’ Equity (Deficit) [Line Items] | ||||||||||||||||||||||
Aggregate share of common stock | 34,365 | |||||||||||||||||||||
Accrued dividends (in Dollars) | $ 510,351 | |||||||||||||||||||||
Common Shares [Member] | ||||||||||||||||||||||
Shareholders’ Equity (Deficit) [Line Items] | ||||||||||||||||||||||
Issued common shares | 1,899 | |||||||||||||||||||||
Aggregate share of common stock | 160,752 | |||||||||||||||||||||
Accredited Investors [Member] | ||||||||||||||||||||||
Shareholders’ Equity (Deficit) [Line Items] | ||||||||||||||||||||||
Aggregate share of common stock | 4,157 |
Shareholders_ Equity (Deficit_3
Shareholders’ Equity (Deficit) (Details) - 1 - USD ($) | 12 Months Ended | ||||||||||||||||
Aug. 11, 2023 | Jul. 18, 2023 | Jul. 07, 2023 | Jul. 03, 2023 | Feb. 22, 2023 | Feb. 09, 2023 | Feb. 03, 2023 | Jan. 03, 2023 | Aug. 05, 2022 | Jul. 08, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Aug. 30, 2023 | Jul. 30, 2023 | Apr. 30, 2023 | Jan. 30, 2023 | Jul. 26, 2022 | |
Shareholders’ Equity (Deficit) [Line Items] | |||||||||||||||||
Aggregate share of common stock | 40,989 | 40,000 | 38,450 | 1,000 | 88,495 | ||||||||||||
Conversion of preferred shares | 373,332 | ||||||||||||||||
Issuance of common shares | 1 | ||||||||||||||||
Common share exercise price | 1,200 | ||||||||||||||||
Warrants price per share (in Dollars per share) | $ 20 | $ 420 | $ 3 | $ 7.92 | $ 16.28 | $ 59.48 | $ 153.44 | ||||||||||
Dividend yield percentage | 0% | ||||||||||||||||
Expected volatility | 160.45% | ||||||||||||||||
Weighted average risk-free interest rate | 4.68% | ||||||||||||||||
Expected life | 3 years | ||||||||||||||||
Estimated fair value of the common shares (in Dollars) | $ 916 | $ 57 | |||||||||||||||
Exercise price value (in Dollars) | 1,200 | ||||||||||||||||
Fair value warrants (in Dollars) | 27,900 | ||||||||||||||||
Additional paid in capital (in Dollars) | 1,156,300 | ||||||||||||||||
Issued warrants | 4,079 | ||||||||||||||||
Price per warrants (in Dollars per share) | $ 2.76 | $ 2.76 | $ 2.76 | $ 0.001 | $ 600 | ||||||||||||
Deemed dividend (in Dollars) | $ 600,000 | ||||||||||||||||
Principal amount (in Dollars) | $ 600,000 | ||||||||||||||||
Price per share (in Dollars) | 600 | ||||||||||||||||
Total net cash proceeds (in Dollars) | $ 499,600 | $ 2,955 | |||||||||||||||
Purchase shares | 76 | 2,431 | 358 | 36 | |||||||||||||
Exercise price (in Dollars per share) | $ 20.13 | $ 2.76 | $ 1 | $ 2.76 | $ 2.76 | ||||||||||||
Dividend yield | 0% | ||||||||||||||||
Expected life | 5 years | ||||||||||||||||
Total cash proceeds (in Dollars) | $ 737,700 | $ 2,271,818 | |||||||||||||||
Excerise per share (in Dollars per share) | $ 2.76 | $ 0.01 | $ 420 | ||||||||||||||
Fair value per share (in Dollars per share) | $ 180 | ||||||||||||||||
Fair value of warrants (in Dollars) | $ 1,323,774 | ||||||||||||||||
Fair value amount (in Dollars) | 242,858 | ||||||||||||||||
Additional paid in capital (in Dollars) | $ 218,172 | ||||||||||||||||
Cashless basis warrant | 2,557,575 | ||||||||||||||||
Exercise price per share (in Dollars per share) | $ 18.3 | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Purchase Price of Common Stock, Percent | 8% | 20% | |||||||||||||||
Prefunded warrants | 55,000 | 55,000 | |||||||||||||||
Exercise price per share (in Dollars per share) | $ 1 | ||||||||||||||||
Volatility percentage | 100% | ||||||||||||||||
Expected Volatility [Member] | |||||||||||||||||
Shareholders’ Equity (Deficit) [Line Items] | |||||||||||||||||
Expected volatility | 51.81% | ||||||||||||||||
Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||||||
Shareholders’ Equity (Deficit) [Line Items] | |||||||||||||||||
Weighted average risk-free interest rate | 0.31% | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Shareholders’ Equity (Deficit) [Line Items] | |||||||||||||||||
Additional paid in capital (in Dollars) | |||||||||||||||||
Price per warrants (in Dollars per share) | $ 2.76 | ||||||||||||||||
Purchase shares | 120 | 9 | |||||||||||||||
Exercise price (in Dollars per share) | $ 2.76 | ||||||||||||||||
Minimum [Member] | |||||||||||||||||
Shareholders’ Equity (Deficit) [Line Items] | |||||||||||||||||
Exercise price (in Dollars per share) | $ 1 | ||||||||||||||||
Maximum [Member] | |||||||||||||||||
Shareholders’ Equity (Deficit) [Line Items] | |||||||||||||||||
Exercise price (in Dollars per share) | $ 750 | ||||||||||||||||
Black-Scholes Option [Member] | |||||||||||||||||
Shareholders’ Equity (Deficit) [Line Items] | |||||||||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | 86,613 | ||||||||||||||||
Warrant [Member] | |||||||||||||||||
Shareholders’ Equity (Deficit) [Line Items] | |||||||||||||||||
Fair value warrants (in Dollars) | $ 379,553 | ||||||||||||||||
Additional paid in capital (in Dollars) | $ 172,050 | ||||||||||||||||
Purchase shares | 1,984 | 5,329 | |||||||||||||||
Exercise price (in Dollars per share) | $ 1 | $ 2.76 | $ 2.76 | ||||||||||||||
Additional paid in capital (in Dollars) | $ 402,650 | ||||||||||||||||
Fair value of warrants (in Dollars) | $ 222,129 | ||||||||||||||||
Warrant [Member] | Common Stock [Member] | |||||||||||||||||
Shareholders’ Equity (Deficit) [Line Items] | |||||||||||||||||
Exercise price (in Dollars per share) | $ 2.76 | ||||||||||||||||
Warrant [Member] | Minimum [Member] | |||||||||||||||||
Shareholders’ Equity (Deficit) [Line Items] | |||||||||||||||||
Exercise price (in Dollars per share) | $ 600 | ||||||||||||||||
Warrant [Member] | Maximum [Member] | |||||||||||||||||
Shareholders’ Equity (Deficit) [Line Items] | |||||||||||||||||
Exercise price (in Dollars per share) | $ 525 | ||||||||||||||||
Warrants Fair Value [Member] | |||||||||||||||||
Shareholders’ Equity (Deficit) [Line Items] | |||||||||||||||||
Fair value warrants (in Dollars) | $ 2,405,306 | ||||||||||||||||
Private Placements of Promissory Notes [Member] | |||||||||||||||||
Shareholders’ Equity (Deficit) [Line Items] | |||||||||||||||||
Expected volatility | 49.11% | ||||||||||||||||
Weighted average risk-free interest rate | 3.13% | ||||||||||||||||
Estimated fair value of the common shares (in Dollars) | $ 723 | ||||||||||||||||
Warrant [Member] | |||||||||||||||||
Shareholders’ Equity (Deficit) [Line Items] | |||||||||||||||||
Expected volatility | 161.60% | ||||||||||||||||
Weighted average risk-free interest rate | 4.50% | ||||||||||||||||
Price per warrants (in Dollars per share) | $ 20.13 | ||||||||||||||||
Dividend yield | 0% | ||||||||||||||||
Expected life | 5 years | ||||||||||||||||
Fair value per share (in Dollars per share) | $ 151 | ||||||||||||||||
Fair value amount (in Dollars) | $ 521,590 | ||||||||||||||||
Additional paid in capital (in Dollars) | $ 879,829 | ||||||||||||||||
Warrant [Member] | Minimum [Member] | |||||||||||||||||
Shareholders’ Equity (Deficit) [Line Items] | |||||||||||||||||
Exercise price (in Dollars per share) | $ 1 | ||||||||||||||||
Warrant [Member] | Maximum [Member] | |||||||||||||||||
Shareholders’ Equity (Deficit) [Line Items] | |||||||||||||||||
Exercise price (in Dollars per share) | $ 525 | ||||||||||||||||
Common Stock [Member] | |||||||||||||||||
Shareholders’ Equity (Deficit) [Line Items] | |||||||||||||||||
Aggregate share of common stock | 160,752 | ||||||||||||||||
Estimated fair value of the common shares (in Dollars) | $ 776 | ||||||||||||||||
Series B Senior Convertible Preferred Shares [Member] | |||||||||||||||||
Shareholders’ Equity (Deficit) [Line Items] | |||||||||||||||||
Conversion of preferred shares | 481,566 | ||||||||||||||||
Accrued dividends preferred shares (in Dollars) | $ 1 | ||||||||||||||||
Accrued Interest [Member] | Common Stock [Member] | |||||||||||||||||
Shareholders’ Equity (Deficit) [Line Items] | |||||||||||||||||
Aggregate share of common stock | 409,756 | ||||||||||||||||
Mast Hill and Leonite [Member] | |||||||||||||||||
Shareholders’ Equity (Deficit) [Line Items] | |||||||||||||||||
Cashless basis warrant | 2 | ||||||||||||||||
Geometric Brownian Motion Stock Path Monte Carlo Simulation [Member] | |||||||||||||||||
Shareholders’ Equity (Deficit) [Line Items] | |||||||||||||||||
Expected volatility | 162% | ||||||||||||||||
Weighted average risk-free interest rate | 4.30% | ||||||||||||||||
Dividend yield | 0% | ||||||||||||||||
Expected life | 5 years | ||||||||||||||||
Geometric Brownian Motion [Member] | |||||||||||||||||
Shareholders’ Equity (Deficit) [Line Items] | |||||||||||||||||
Expected volatility | 162.30% | ||||||||||||||||
Weighted average risk-free interest rate | 4.10% | ||||||||||||||||
Dividend yield | 0% | ||||||||||||||||
Expected life | 5 years | ||||||||||||||||
Additional paid in capital (in Dollars) | $ 261,945 | ||||||||||||||||
Fair value per share (in Dollars per share) | $ 193 | ||||||||||||||||
Fair value of warrants (in Dollars) | $ 556,485 | ||||||||||||||||
Geometric Brownian Motion [Member] | Minimum [Member] | |||||||||||||||||
Shareholders’ Equity (Deficit) [Line Items] | |||||||||||||||||
Exercise price (in Dollars per share) | $ 420 | ||||||||||||||||
Geometric Brownian Motion [Member] | Maximum [Member] | |||||||||||||||||
Shareholders’ Equity (Deficit) [Line Items] | |||||||||||||||||
Exercise price (in Dollars per share) | $ 525 | ||||||||||||||||
Black-Scholes Option Pricing Model [Member] | |||||||||||||||||
Shareholders’ Equity (Deficit) [Line Items] | |||||||||||||||||
Expected volatility | 153.10% | ||||||||||||||||
Weighted average risk-free interest rate | 4.30% | ||||||||||||||||
Dividend yield | 0% | ||||||||||||||||
Expected life | 5 years | ||||||||||||||||
Additional paid in capital (in Dollars) | $ 909,377 | ||||||||||||||||
Fair value per share (in Dollars per share) | $ 18.52 | ||||||||||||||||
Fair value of warrants (in Dollars) | $ 2,171,600 | ||||||||||||||||
Black-Scholes Option Pricing Model [Member] | Minimum [Member] | |||||||||||||||||
Shareholders’ Equity (Deficit) [Line Items] | |||||||||||||||||
Exercise price (in Dollars per share) | $ 18.3 | ||||||||||||||||
Exercise price (in Dollars per share) | $ 20.13 | ||||||||||||||||
Purchase Agreements [Member] | |||||||||||||||||
Shareholders’ Equity (Deficit) [Line Items] | |||||||||||||||||
Aggregate share of common stock | 878,000 | ||||||||||||||||
Purchase shares | 1,830 | 1,259 | |||||||||||||||
Exercise price (in Dollars per share) | $ 2.76 | ||||||||||||||||
Warrants term | 5 years | 5 years | |||||||||||||||
Total cash proceeds (in Dollars) | $ 540,000 | ||||||||||||||||
Purchase Agreements [Member] | Promissory Note [Member] | |||||||||||||||||
Shareholders’ Equity (Deficit) [Line Items] | |||||||||||||||||
Aggregate principal amount (in Dollars) | $ 604,000 |
Shareholders_ Equity (Deficit_4
Shareholders’ Equity (Deficit) (Details) - 2 - USD ($) | 12 Months Ended | ||||||||||||
Aug. 30, 2023 | Aug. 11, 2023 | Jul. 30, 2023 | Jul. 07, 2023 | Apr. 30, 2023 | Feb. 22, 2023 | Feb. 09, 2023 | Jan. 30, 2023 | Aug. 05, 2022 | Jul. 08, 2022 | Dec. 31, 2023 | Jan. 03, 2023 | Dec. 31, 2022 | |
Shareholders’ Equity (Deficit) [Line Items] | |||||||||||||
Dividend yield | 0% | ||||||||||||
Expected volatility | 160.45% | ||||||||||||
Weighted average risk-free interest rate | 4.68% | ||||||||||||
Expected life | 5 years | ||||||||||||
Fair value per share (in Dollars per share) | $ 180 | ||||||||||||
Exercise price (in Dollars per share) | $ 20.13 | $ 2.76 | $ 1 | $ 2.76 | $ 2.76 | ||||||||
Warrants price per share (in Dollars per share) | $ 7.92 | $ 16.28 | $ 20 | $ 59.48 | $ 153.44 | $ 420 | $ 3 | ||||||
Dividends, Stock (in Dollars) | $ 1,000 | ||||||||||||
Total net cash proceeds (in Dollars) | $ 499,600 | $ 2,955 | |||||||||||
Weighted average remaining contractual life | 4 years 5 months 26 days | ||||||||||||
Intrinsic value (in Dollars) | $ 0 | ||||||||||||
Warrants [Member] | |||||||||||||
Shareholders’ Equity (Deficit) [Line Items] | |||||||||||||
Exercise price (in Dollars per share) | $ 1 | $ 2.76 | $ 2.76 | ||||||||||
Common Shares [Member] | |||||||||||||
Shareholders’ Equity (Deficit) [Line Items] | |||||||||||||
Common shares | 16,830 | ||||||||||||
Black-Scholes Pricing [Member] | |||||||||||||
Shareholders’ Equity (Deficit) [Line Items] | |||||||||||||
Deemed dividend (in Dollars) | $ 3,000 | $ 19,000 | $ 534,000 | $ 1,217,000 | |||||||||
Promissory Note [Member] | |||||||||||||
Shareholders’ Equity (Deficit) [Line Items] | |||||||||||||
Deemed dividend (in Dollars) | $ 6,000 | ||||||||||||
Black-Scholes Option [Member] | |||||||||||||
Shareholders’ Equity (Deficit) [Line Items] | |||||||||||||
Dividend yield | 0% | ||||||||||||
Expected volatility | 157.80% | ||||||||||||
Weighted average risk-free interest rate | 5.30% | ||||||||||||
Expected life | 30 years | ||||||||||||
Fair value per share (in Dollars per share) | $ 22.04 | ||||||||||||
Exercise price (in Dollars per share) | $ 1 |
Shareholders_ Equity (Deficit_5
Shareholders’ Equity (Deficit) (Details) - Schedule of Warrants Outstanding - $ / shares | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Warrants [Member] | ||||
Schedule of Warrants Outstanding [Line Items] | ||||
Warrants, Outstanding Ending | 135,615 | 30,712 | 13,024 | |
Warrants, Exercisable | 131,536 | |||
Warrants, Granted | 199,719 | 19,785 | [1] | |
Warrants, Exercised | (94,816) | (2,097) | ||
Weighted- Average Exercise Price [Member] | ||||
Schedule of Warrants Outstanding [Line Items] | ||||
Weighted- Average Exercise Price, Outstanding Ending | $ 33.86 | $ 413.98 | $ 952 | |
Weighted- Average Exercise Price, Exercisable | 21.88 | |||
Weighted- Average Exercise Price, Granted | 39.6 | 525 | [1] | |
Weighted- Average Exercise Price, Exercised | $ (17.43) | $ (558) | ||
[1]Includes the issuance of warrants for the purchase of 2,955 common shares and an increase of 16,830 common shares underlying warrants pursuant to the adjustments described above. |
Income Taxes (Details)
Income Taxes (Details) | Dec. 31, 2023 USD ($) |
Income Taxes [Line Items] | |
Net operating loss carry forwards | $ 7,400,000 |
Deferred tax liability | $ 800,000 |
Percentage of net operating loss carryforwards | 80% |
Long-term deferred tax liability | $ 758,000 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Provision of Income Taxes - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Provision of Income Taxes [Abstract] | ||
Current Federal and State | $ 586,000 | $ (206,000) |
Deferred Federal and State | (194,000) | (1,471,000) |
Total (benefit) provision for income taxes | $ 392,000 | $ (1,677,000) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Reconciliation of the Statutory Us Federal Income Tax Rate | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Reconciliation of the Statutory Us Federal Income Tax Rate [Abstract] | ||
Federal tax | 21% | 21% |
State tax | 1.70% | 1.10% |
Permanent items | (5.10%) | (3.10%) |
Measurement period adjustment | (6.90%) | |
Valuation allowance | (11.90%) | |
Other | (5.50%) | |
Effective income tax rate | (1.20%) | 13.50% |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of Major Components of Deferred Tax Assets and Liabilities - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets | ||
Inventory obsolescence | $ 341,000 | $ 93,000 |
Sales return reserve | 104,000 | |
Business interest limitation | 3,134,000 | 1,707,000 |
Lease liabilities | 492,000 | 650,000 |
Other | 123,000 | 75,000 |
Loss carryforward | 1,845,000 | 285,000 |
Valuation allowance | (4,736,000) | |
Total deferred tax assets | 1,303,000 | 2,810,000 |
Deferred tax liabilities | ||
Fixed assets | (391,000) | (418,000) |
Right-of-use assets | (468,000) | (628,000) |
Intangibles | (1,144,000) | (2,363,000) |
Other | (58,000) | |
Total deferred tax liabilities | (2,061,000) | (3,409,000) |
Total net deferred income tax liabilities | $ (758,000) | $ (599,000) |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||||||||||||
Jul. 05, 2024 | Apr. 11, 2024 | Apr. 09, 2024 | Apr. 03, 2024 | Mar. 27, 2024 | Mar. 04, 2024 | Feb. 13, 2024 | Feb. 09, 2024 | Jul. 18, 2023 | Jul. 07, 2023 | Mar. 30, 2021 | Aug. 21, 2020 | May 28, 2020 | Dec. 31, 2024 | Jan. 30, 2024 | Dec. 31, 2023 | Feb. 03, 2023 | Dec. 31, 2022 | Jul. 26, 2022 | Jul. 08, 2022 | |
Subsequent Events [Line Items] | ||||||||||||||||||||
Warrants purchase | $ 2,955 | $ 499,600 | ||||||||||||||||||
Price, per shares | $ 0.01 | $ 2.76 | $ 420 | |||||||||||||||||
Gross proceeds | $ 960,000 | $ 1,869,000 | ||||||||||||||||||
Excess percentage | 9.99% | 50% | ||||||||||||||||||
Public offering to repay | $ 1,250,000 | |||||||||||||||||||
Original issue discount | 2% | 2% | 2% | 2% | ||||||||||||||||
Original issue discount | 20% | |||||||||||||||||||
Principal amount | $ 187,500 | |||||||||||||||||||
Aggregate principal amount | 2,109,375 | |||||||||||||||||||
Convertible Notes Payable, Noncurrent | $ 23,052,078 | $ 24,667,799 | ||||||||||||||||||
IPO [Member] | ||||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||||
Gross proceeds | $ 4,460,000 | |||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||||
Exercise share | 505,000 | |||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||||
Excess percentage | 4.99% | |||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||||
Price, per shares | $ 1 | |||||||||||||||||||
Gross proceeds | $ 5,000,000 | |||||||||||||||||||
Original issue discount | 20% | |||||||||||||||||||
Principal amount | $ 2,500,000 | $ 1,562,500 | $ 1,250,000 | |||||||||||||||||
Purchase price | $ 2,000,000 | $ 1,250,000 | $ 1,000,000 | |||||||||||||||||
Amount increased | $ 2,750,000 | |||||||||||||||||||
Convertible shares issued | 386,857 | 252,102 | 474,856 | |||||||||||||||||
Convertible Notes Payable, Noncurrent | $ 255,102.04 | |||||||||||||||||||
Subsequent Event [Member] | IPO [Member] | ||||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||||
Issued shares | 1,825,937 | |||||||||||||||||||
Warrants purchase | $ 3,174,063 | |||||||||||||||||||
Price, per shares | $ 0.99 | |||||||||||||||||||
Cash transaction | 8% | |||||||||||||||||||
Subsequent Event [Member] | Preferred Stock [Member] | ||||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||||
Convertible shares issued | 91,567 | |||||||||||||||||||
Subsequent Event [Member] | Series A Senior Convertible Preferred Shares [Member] | ||||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||||
Convertible shares issued | 99,205 | 22,538 | ||||||||||||||||||
Subsequent Event [Member] | Series A Senior Convertible Preferred Shares [Member] | Preferred Stock [Member] | ||||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||||
Convertible shares issued | 100,475 | 181,212 | 30,494 | |||||||||||||||||
Subsequent Event [Member] | Series B Senior Convertible Preferred Shares [Member] | ||||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||||
Convertible shares issued | 9,829 | |||||||||||||||||||
Subsequent Event [Member] | Series B Senior Convertible Preferred Shares [Member] | Preferred Stock [Member] | ||||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||||
Convertible shares issued | 13,299 | |||||||||||||||||||
Subsequent Event [Member] | Convertible Preferred Stock [Member] | ||||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||||
Convertible shares issued | 296,742 | |||||||||||||||||||
Promissory Notes [Member] | ||||||||||||||||||||
Subsequent Events [Line Items] | ||||||||||||||||||||
Original issue discount | 20% |