Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 10, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
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 Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
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 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current Assets | ||
Cash and cash equivalents | $ 577,608 | $ 731,944 |
Receivables, net | 6,128,310 | 7,463,199 |
Contract assets | 62,646 | 80,398 |
Inventories, net | 7,675,213 | 7,601,444 |
Prepaid expenses and other current assets | 1,551,471 | 897,696 |
Current assets of discontinued operations | 1,939,951 | |
Total Current Assets | 15,995,248 | 18,714,632 |
Property and equipment, net | 1,576,290 | 1,810,144 |
Operating lease right-of-use assets | 3,563,493 | 3,818,498 |
Long-term deposits | 153,735 | 153,735 |
Intangible assets, net | 4,783,740 | 4,974,348 |
Goodwill | 9,808,335 | 9,808,335 |
Non-current assets of discontinued operations | 88,505 | |
TOTAL ASSETS | 35,880,841 | 39,368,197 |
Current Liabilities | ||
Accounts payable and accrued expenses | 13,020,669 | 12,194,676 |
Contract liabilities | 2,735,171 | 3,308,098 |
Current portion of operating lease liabilities | 1,067,395 | 1,038,978 |
Current portion of finance lease liabilities | 176,312 | 178,906 |
Current portion of notes payable, net | 5,559,851 | 2,545,953 |
Current portion of convertible notes payable, net | 3,267,183 | 3,614,142 |
Derivative liabilities | 1,146,145 | 1,389,203 |
Warrant liabilities | 5,392,700 | |
Current liabilities of discontinued operations | 3,097,215 | |
Total Current Liabilities | 33,137,478 | 28,139,223 |
Operating lease liabilities, net of current portion | 2,655,317 | 2,932,686 |
Finance lease liabilities, net of current portion | 560,681 | 605,242 |
Notes payable, net of current portion | 217,045 | 239,181 |
Convertible notes payable, net of current portion | 23,209,118 | 23,052,078 |
Revolving line of credit, net | 3,642,460 | 3,647,511 |
Deferred tax liability, net | 731,000 | 758,000 |
Non-current liabilities of discontinued operations | 34,965 | |
TOTAL LIABILITIES | 64,153,099 | 59,408,886 |
Shareholders’ Deficit | ||
Allocation shares, 1,000 shares authorized; 1,000 shares issued and outstanding as of March 31, 2024 and December 31, 2023 | 1,000 | 1,000 |
Common shares, $0.001 par value, 500,000,000 shares authorized; 4,494,166 and 915,581 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively | 4,495 | 916 |
Distribution receivable | (2,000,000) | (2,000,000) |
Additional paid-in capital | 60,286,036 | 57,676,191 |
Accumulated deficit | (85,359,373) | (74,835,392) |
TOTAL 1847 HOLDINGS SHAREHOLDERS’ DEFICIT | (26,999,430) | (18,726,409) |
NON-CONTROLLING INTERESTS | (1,272,828) | (1,314,280) |
TOTAL SHAREHOLDERS’ DEFICIT | (28,272,258) | (20,040,689) |
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | 35,880,841 | 39,368,197 |
Related Party | ||
Current Liabilities | ||
Due to related parties | 193,762 | 193,762 |
Related party note payable | 578,290 | 578,290 |
Series A Senior Convertible Preferred Shares | ||
Shareholders’ Deficit | ||
Senior convertible preferred shares, value | 38,177 | 190,377 |
Series B Senior Convertible Preferred Shares | ||
Shareholders’ Deficit | ||
Senior convertible preferred shares, value | $ 30,235 | $ 240,499 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
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 | 4,494,166 | 915,581 |
Common shares, shares outstanding | 4,494,166 | 915,581 |
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 | 45,455 | 226,667 |
Senior convertible preferred shares, shares outstanding | 45,455 | 226,667 |
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 | 11,457 | 91,567 |
Senior convertible preferred shares, shares outstanding | 11,457 | 91,567 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenues | $ 14,913,497 | $ 12,965,603 |
Operating Expenses | ||
Cost of revenues | 9,325,561 | 8,032,294 |
Personnel | 3,115,356 | 2,473,420 |
Depreciation and amortization | 424,462 | 527,006 |
General and administrative | 2,132,600 | 1,501,639 |
Professional fees | 3,025,149 | 387,821 |
Total Operating Expenses | 18,023,128 | 12,922,180 |
INCOME (LOSS) FROM OPERATIONS | (3,109,631) | 43,423 |
Other Income (Expense) | ||
Other income (expense) | (19,932) | 32,898 |
Interest expense | (1,316,890) | (1,379,436) |
Amortization of debt discounts | (3,675,589) | (412,650) |
Loss on extinguishment of debt | (421,875) | |
Loss on change in fair value of warrant liabilities | (1,902,200) | |
Loss on change in fair value of derivative liabilities | (612,462) | |
Preliminary gain on bargain purchase | 2,639,861 | |
Total Other Income (Expense) | (7,948,948) | 880,673 |
NET INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | (11,058,579) | 924,096 |
Income tax expense (benefit) | (98,000) | 228,000 |
NET INCOME (LOSS) FROM CONTINUING OPERATIONS | (11,156,579) | 1,152,096 |
Net loss from discontinued operations | (262,577) | (104,615) |
Gain on disposition of Asien’s | 1,060,095 | |
NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS | 797,518 | (104,615) |
NET INCOME (LOSS) | (10,359,061) | 1,047,481 |
NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTERESTS FROM CONTINUING OPERATIONS | 17,852 | 59,822 |
NET (INCOME) LOSS ATTRIBUTABLE TO NON-CONTROLLING INTERESTS FROM DISCONTINUED OPERATIONS | (59,304) | 5,231 |
NET INCOME (LOSS) ATTRIBUTABLE TO 1847 HOLDINGS | (10,400,513) | 1,112,534 |
NET LOSS FROM CONTINUING OPERATIONS ATTRIBUTABLE TO 1847 HOLDINGS | (11,138,727) | 1,211,918 |
NET LOSS FROM DISCONTINUED OPERATIONS ATTRIBUTABLE TO 1847 HOLDINGS | 738,214 | (99,384) |
PREFERRED SHARE DIVIDENDS | (122,468) | (162,865) |
DEEMED DIVIDENDS | (1,000) | (1,835,000) |
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ (10,523,981) | $ (885,331) |
LOSS PER COMMON SHARE FROM CONTINUING OPERATIONS - BASIC (in Dollars per share) | $ (4.69) | $ (17.78) |
LOSS PER COMMON SHARE FROM DISCONTINUED OPERATIONS - BASIC (in Dollars per share) | (0.31) | (2.25) |
LOSS PER COMMON SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS - BASIC (in Dollars per share) | $ (4.38) | $ (20.03) |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING - BASIC (in Shares) | 2,400,310 | 44,200 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
LOSS PER COMMON SHARE FROM CONTINUING OPERATIONS -DILUTED | $ (4.69) | $ (17.78) |
LOSS PER COMMON SHARE FROM DISCONTINUED OPERATIONS -DILUTED | (0.31) | (2.25) |
LOSS PER COMMON SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS - DILUTED | $ (4.38) | $ (20.03) |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING - DILUTED (in Shares) | 2,400,310 | 44,200 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Shareholders’ Equity (Deficit) (Unaudited) - USD ($) | Senior Convertible Preferred Shares Series A | Senior Convertible Preferred Shares Series B | Allocation Shares | Common Shares | Distribution Receivable | Additional Paid-In Capital | Accumulated Deficit | Non- Controlling Interests | Total |
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 accrued series A preferred shares dividends | $ 1 | 152,667 | 152,668 | ||||||
Issuance of common shares upon settlement of accrued series A preferred shares dividends (in Shares) | 996 | ||||||||
Issuance of common shares and warrants in connection with a private debt offering | $ 4 | 1,360,358 | 1,360,362 | ||||||
Issuance of common shares and warrants in connection with a private debt offering (in Shares) | 4,157 | ||||||||
Issuance of common shares upon cashless exercise of warrants | $ 1 | (1) | |||||||
Issuance of common shares upon cashless exercise of warrants (in Shares) | 614 | ||||||||
Deemed dividend from issuance of warrants to common shareholders | 618,000 | (618,000) | |||||||
Extinguishment of warrant liabilities upon exercise of prefunded warrants | |||||||||
Deemed dividend from down round provision in warrants | 1,217,000 | (1,217,000) | |||||||
Dividends - series A senior convertible preferred shares | (110,045) | (110,045) | |||||||
Dividends - series B senior convertible preferred shares | (52,820) | (52,820) | |||||||
Net income (loss) | 1,112,534 | (65,053) | 1,047,481 | ||||||
Balance at Mar. 31, 2023 | $ 1,338,746 | $ 1,214,181 | $ 63 | (2,000,000) | 47,314,652 | (42,804,608) | 223,446 | 5,287,480 | |
Balance (in Shares) at Mar. 31, 2023 | 1,593,940 | 464,899 | 1,000 | 62,556 | |||||
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 | |||||
Issuance of common shares upon settlement of accrued series A preferred shares dividends | $ 122 | 130,846 | 130,968 | ||||||
Issuance of common shares upon settlement of accrued series A preferred shares dividends (in Shares) | 121,743 | ||||||||
Issuance of common shares upon cashless exercise of warrants (in Shares) | 505,000 | ||||||||
Issuance of common shares upon settlement of accrued series B preferred share dividends | $ 10 | 13,289 | 13,299 | ||||||
Issuance of common shares upon settlement of accrued series B preferred share dividends (in Shares) | 9,829 | ||||||||
Issuance of common shares upon conversion of series A preferred shares | $ (152,200) | $ 475 | 151,725 | ||||||
Issuance of common shares upon conversion of series A preferred shares (in Shares) | (181,212) | 474,856 | |||||||
Issuance of common shares upon conversion of series B preferred shares | $ (210,264) | $ 254 | 210,010 | ||||||
Issuance of common shares upon conversion of series B preferred shares (in Shares) | (80,110) | 254,363 | |||||||
Issuance of common shares upon conversion of convertible notes payable | $ 387 | 1,260,806 | 1,261,193 | ||||||
Issuance of common shares upon conversion of convertible notes payable (in Shares) | 386,857 | ||||||||
Issuance of common shares and prefunded warrants in public offering | $ 1,826 | 4,333,174 | 4,335,000 | ||||||
Issuance of common shares and prefunded warrants in public offering (in Shares) | 1,825,937 | ||||||||
Fair value of warrant liabilities upon exercise of prefunded warrants | (4,335,000) | (4,335,000) | |||||||
Issuance of common shares upon exercise of prefunded warrants | $ 505 | (505) | |||||||
Issuance of common shares upon exercise of prefunded warrants (in Shares) | 505,000 | ||||||||
Extinguishment of warrant liabilities upon exercise of prefunded warrants | 844,500 | 844,500 | |||||||
Deemed dividend from down round provision in warrants | 1,000 | (1,000) | |||||||
Dividends - series A senior convertible preferred shares | (119,492) | (119,492) | |||||||
Dividends - series B senior convertible preferred shares | (2,976) | (2,976) | |||||||
Net income (loss) | (10,400,513) | 41,452 | (10,359,061) | ||||||
Balance at Mar. 31, 2024 | $ 38,177 | $ 30,235 | $ 4,495 | $ (2,000,000) | $ 60,286,036 | $ (85,359,373) | $ (1,272,828) | $ (28,272,258) | |
Balance (in Shares) at Mar. 31, 2024 | 45,455 | 11,457 | 1,000 | 4,494,166 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ (10,359,061) | $ 1,047,481 |
Net loss from discontinued operations | 262,577 | 104,615 |
Gain on disposition of Asien’s | (1,060,095) | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Preliminary gain on bargain purchase | (2,639,861) | |
Loss on extinguishment of debt | 421,875 | |
Loss on change in fair value of warrant liabilities | 1,902,200 | |
Loss on change in fair value of derivative liabilities | 612,462 | |
Deferred taxes | (27,000) | (370,000) |
Inventory reserve | 45,000 | 30,000 |
Depreciation and amortization | 424,462 | 527,006 |
Amortization of debt discounts | 3,675,589 | 412,650 |
Amortization of right-of-use assets | 255,005 | 185,516 |
Changes in operating assets and liabilities: | ||
Receivables | 1,334,889 | (396,546) |
Contract assets | 17,752 | 28,622 |
Inventories | (118,769) | (65,794) |
Prepaid expenses and other current assets | (653,775) | 40,416 |
Accounts payable and accrued expenses | 559,540 | (108,976) |
Contract liabilities | (572,927) | (395,884) |
Customer deposits | (2,107) | |
Operating lease liabilities | (248,952) | (179,859) |
Net cash used in operating activities from continuing operations | (3,529,228) | (1,782,721) |
Net cash used in operating activities from discontinued operations | (13,462) | (69,045) |
Net cash used in operating activities | (3,542,690) | (1,851,766) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash paid for ICU Eyewear, net of cash acquired | (3,670,887) | |
Purchases of property and equipment | (63,443) | |
Net cash used in investing activities from continuing operations | (3,734,330) | |
Net cash used in investing activities from discontinued operations | (302) | |
Net cash used in investing activities | (3,734,632) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Net proceeds from notes payable | 1,124,900 | 1,410,000 |
Net proceeds from issuance of common shares and warrants in connection with a private debt offering | 3,549,518 | |
Net proceeds from issuance of common shares and warrants in connection with a public offering | 4,335,000 | |
Net proceeds from revolving line of credit | (68,153) | 1,963,182 |
Repayments of notes payable and finance lease liabilities | (2,016,855) | (61,808) |
Accrued series B preferred share dividends paid | (48,681) | |
Net cash provided by financing activities from continuing operations | 3,374,892 | 6,812,211 |
Net cash provided by financing activities from discontinued operations | (4,836) | (7,241) |
Net cash provided by financing activities | 3,370,056 | 6,804,970 |
NET CHANGE IN CASH AND CASH EQUIVALENTS FROM CONTINUING OPERATIONS | (154,336) | 1,295,160 |
CASH AND CASH EQUIVALENTS FROM CONTINUING OPERATIONS | ||
Cash from continuing operations at the beginning of the period | 731,944 | 868,944 |
Cash from continuing operations at the end of the period | 577,608 | 2,164,104 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Cash paid for interest | 1,171,608 | 646,974 |
Cash paid for income taxes | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Net assets acquired in the acquisition of ICU Eyewear | 2,639,861 | |
Net assets from the disposition of Asien’s | 1,060,095 | |
Deemed dividend from issuance of warrants to common shareholders | 618,000 | |
Deemed dividend from down round provision in warrants | 1,000 | 1,217,000 |
Issuance of common shares upon cashless exercise of warrants | 1 | |
Debt discount on notes payable | 437,600 | 2,405,419 |
Fair value of warrant liabilities recognized upon issuance of prefunded warrants | 4,335,000 | |
Issuance of common shares upon exercise of prefunded warrants | 505 | |
Extinguishment of warrant liabilities upon exercise of prefunded warrants | 844,500 | |
Issuance of common shares upon conversion of convertible notes payable | 1,261,193 | |
Reclassification of accrued interest to convertible notes payable | 17,954 | |
Series A Preferred Stock | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Accrued dividends on series preferred shares | 119,492 | 110,045 |
Issuance of common shares upon settlement of accrued series A dividends | 130,968 | 152,668 |
Issuance of common shares upon conversion of series A shares | 152,200 | |
Series B Preferred Stock | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Accrued dividends on series preferred shares | 2,976 | 52,820 |
Issuance of common shares upon settlement of accrued series A dividends | 13,299 | |
Issuance of common shares upon conversion of series A shares | $ 210,264 |
Basis of Presentation and Other
Basis of Presentation and Other Information | 3 Months Ended |
Mar. 31, 2024 | |
Basis of Presentation and Other Information [Abstract] | |
BASIS OF PRESENTATION AND OTHER INFORMATION | NOTE 1 —BASIS OF PRESENTATION AND OTHER INFORMATION The accompanying unaudited condensed consolidated financial statements of 1847 Holdings LLC (the “Company,” “we,” “us,” or “our”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q of Regulation S-X. They do not include all the information and footnotes required by GAAP for complete financial statements. The December 31, 2023 consolidated balance sheet data was derived from audited financial statements but do not include all disclosures required by GAAP. The interim unaudited condensed consolidated financial statements should be read in conjunction with those consolidated financial statements included in the Form 10-K, as filed with the Securities and Exchange Commission on April 25, 2024. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial statements, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. Discontinued Operations On February 26, 2024, Asien’s Appliance, Inc. (“Asien’s”), a wholly owned subsidiary of 1847 Asien Inc. (“1847 Asien”), entered into a general assignment (the “Assignment Agreement”), for the benefit of its creditors, with SG Service Co., LLC (the “Assignee”). Pursuant to the Assignment Agreement, Asien’s transferred ownership of all or substantially all of its right, title, and interest in, as well as custody and control of, its assets to the Assignee in trust. The results of operations of Asien’s are reported as discontinued operations for the three months ended March 31, 2024 and 2023. Unless otherwise noted, amounts and disclosures throughout these notes to condensed consolidated financial statements relate solely to continuing operations and exclude all discontinued operations. See Note 3 for additional information. The Company evaluates all disposal transactions to determine whether such disposal qualifies for reporting as discontinued operations in accordance with ASC 205-20, “ Discontinued Operations 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. Recently Issued Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “ Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures In December 2023, the FASB issued ASU 2023-09, “ Income Taxes (Topic 740): Improvements to Income Tax Disclosures The Company currently believes there are no other issued and not yet effective accounting standards that are materially relevant to our condensed consolidated financial statements. |
Liquidity and Going Concern Ass
Liquidity and Going Concern Assessment | 3 Months Ended |
Mar. 31, 2024 | |
Liquidity and Going Concern Assessment [Abstract] | |
LIQUIDITY AND GOING CONCERN ASSESSMENT | NOTE 2 —LIQUIDITY AND GOING CONCERN ASSESSMENT Management assesses liquidity and going concern uncertainty in the Company’s condensed 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 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 March 31, 2024, the Company had cash and cash equivalents of $577,608 and total working capital deficit of $17,142,230. For the three months ended March 31, 2024, the Company incurred an operating loss of $3,109,631 and used cash flows in operating activities from continuing operations of $3,529,228. 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 condensed 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 condensed consolidated financial statements are issued. The accompanying condensed 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 condensed 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. |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2024 | |
Discontinued Operations [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 3 —DISCONTINUED OPERATIONS On February 26, 2024, Asien’s entered into an Assignment Agreement, for the benefit of its creditors. Pursuant to the Assignment Agreement, Asien’s transferred ownership of all or substantially all of its right, title, and interest in, as well as custody and control of, its assets to the Assignee in trust. The Company received no cash consideration related to the assignment. Following the assignment, the Company retained no financial interest in Asien’s. The assignment of Asien’s represents a strategic shift and its results are reported as discontinued operations for the three months ended March 31, 2024 and 2023. The Company recognized a gain on disposition of Asien’s of $1,060,095, as a separate line item in discontinued operations in the consolidated statements of operations for the three months ended March 31, 2024. The following information presents the major classes of line item of assets and liabilities included as part of discontinued operations of Asien’s in the consolidated balance sheet as of December 31, 2023: December 31, Current assets of discontinued operations Cash and cash equivalents $ 34,470 Investments 278,521 Receivables 88,770 Inventories, net 1,398,088 Prepaid expenses and other current assets 140,102 Total current assets of discontinued operations 1,939,951 Non-current assets of discontinued operations Property and equipment, net 88,505 Total assets of discontinued operations $ 2,028,456 Current liabilities of discontinued operations Accounts payable and accrued expenses $ 923,945 Customer deposits 2,143,493 Current portion of notes payable 29,777 Total current liabilities of discontinued operations 3,097,215 Non-current liabilities of discontinued operations Notes payable, net of current portion 34,965 Total liabilities of discontinued operations $ 3,132,180 The following information presents the major classes of line items constituting the loss from discontinued operations of Asien’s in the unaudited consolidated statements of operations for the three months ended March 31, 2024 and 2023: Three Months Ended 2024 2023 Revenues $ 870,952 $ 2,437,935 Operating expenses Cost of revenues 744,706 1,813,783 Personnel 98,213 273,204 Depreciation and amortization 7,702 46,603 General and administrative 203,377 376,165 Professional fees 78,807 49,436 Total operating expenses 1,132,805 2,559,191 Loss from operations (261,853 ) (121,256 ) Other income (expense) Other income - 270 Interest expense (724 ) (25,629 ) Total other expense (724 ) (25,3590 ) Net loss from discontinued operations before income taxes (262,577 ) (146,615 ) Income tax benefit - 42,000 Net loss from discontinued operations $ (262,577 ) $ (104,615 ) Net loss (income) attributable to non-controlling interests from discontinued operations (59,304 ) 5,231 Net loss from discontinued operations attributable to 1847 Holdings $ (321,881 ) $ (99,384 ) The following information presents the major classes of line items constituting significant operating, investing and financing cash flow activities from discontinued operations of Asien’s in the unaudited consolidated statements of cash flows for the three months ended March 31, 2024 and 2023: Three Months Ended 2024 2023 Cash flows from operating activities Net loss $ (262,577 ) $ (104,615 ) Adjustments to reconcile net loss to net cash used in operating activities: Deferred taxes - (42,000 ) Depreciation and amortization 7,702 46,603 Changes in operating assets and liabilities: Receivables 73,769 52,460 Inventories 213,399 183,208 Prepaid expenses and other current assets 108,686 20,117 Accounts payable and accrued expenses 320,362 (144,741 ) Customer deposits (474,803 ) (80,077 ) Net cash used in operating activities from discontinued operations (13,462 ) (69,045 ) Cash flows from investing activities Investments in certificates of deposit - (302 ) Net cash used in investing activities from discontinued operations - (302 ) Cash flows from financing activities Repayments of notes payable (4,836 ) (7,241 ) Net cash used in financing activities from discontinued operations (4,836 ) (7,241 ) Net change in cash and cash equivalents from discontinued operations $ (18,298 ) $ (76,588 ) |
Disaggregation of Revenues and
Disaggregation of Revenues and Segment Reporting | 3 Months Ended |
Mar. 31, 2024 | |
Disaggregation of Revenues and Segment Reporting [Abstract] | |
DISAGGREGATION OF REVENUES AND SEGMENT REPORTING | NOTE 4 —DISAGGREGATION OF REVENUES AND SEGMENT REPORTING Following the divesture of the retail and appliances segment, the Company now has three reportable segments: 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 three months ended March 31, 2024 and 2023 are disaggregated as follows: For the Three Months Ended March 31, 2024 Retail and Construction Automotive Total Revenues Eyewear-related $ 3,560,542 $ - $ - $ 3,560,542 Personal protective equipment and other 335,625 - - 335,625 Automotive horns - - 1,069,434 1,069,434 Automotive lighting - - 708,927 708,927 Custom cabinets and countertops - 2,084,454 - 2,084,454 Finished carpentry - 7,154,515 - 7,154,515 Total Revenues $ 3,896,167 $ 9,238,969 $ 1,778,361 $ 14,913,497 For the Three Months Ended March 31, 2023 Retail and Construction Automotive Total Revenues Eyewear-related $ 2,520,812 $ - $ - $ 2,520,812 Personal protective equipment and other 271,900 - - 271,900 Automotive horns - - 995,417 995,417 Automotive lighting - - 264,749 264,749 Custom cabinets and countertops - 2,116,182 - 2,116,182 Finished carpentry - 6,796,543 - 6,796,543 Total Revenues $ 2,792,712 $ 8,912,725 $ 1,260,166 $ 12,965,603 Segment information for the three months ended March 31, 2024 and 2023 are as follows: For the Three Months Ended March 31, 2024 Retail and Construction Automotive Corporate Total Revenues $ 3,896,167 $ 9,238,969 $ 1,778,361 $ - $ 14,913,497 Operating expenses Cost of revenues 2,998,933 5,158,266 1,168,362 - 9,325,561 Personnel 653,191 2,026,709 300,412 135,044 3,115,356 Personnel – corporate allocation - (310,516 ) (37,680 ) 348,196 - Depreciation and amortization 104,596 319,797 69 - 424,462 General and administrative 367,865 1,416,995 210,925 (138,185 ) 1,857,600 General and administrative – management fees 75,000 125,000 75,000 - 275,000 General and administrative – corporate allocation (29,893 ) (320,834 ) (37,529 ) 388,256 - Professional fees 232,180 65,727 88,021 2,639,221 3,025,149 Total operating expenses 4,401,872 8,481,144 1,767,580 3,372,532 18,023,128 Income (loss) from operations $ (505,705 ) $ 757,825 $ 10,781 $ (3,372,532 ) $ (3,109,631 ) For the Three Months Ended March 31, 2023 Retail and Construction Automotive Corporate Total Revenues $ 2,792,712 $ 8,912,725 $ 1,260,166 $ - $ 12,965,603 Operating expenses Cost of revenues 1,947,011 5,375,027 710,256 - 8,032,294 Personnel 527,075 1,771,936 332,320 (157,911 ) 2,473,420 Personnel – corporate allocation - (214,200 ) (71,400 ) 285,600 - Depreciation and amortization 62,078 412,989 51,939 - 527,006 General and administrative 100,310 892,171 204,962 104,196 1,301,639 General and administrative – management fees - 125,000 75,000 - 200,000 General and administrative – corporate allocation - (119,445 ) (32,815 ) 152,260 - Professional fees 77,493 76,151 57,271 176,906 387,821 Total operating expenses 2,713,967 8,319,629 1,327,533 561,051 12,922,180 Income (loss) from operations $ 78,745 $ 593,096 $ (67,367 ) $ (561,051 ) $ 43,423 Total assets by operating segment as of March 31, 2024 are as follows: As of March 31, 2024 Retail and Eyewear Construction Automotive Supplies Corporate Services Total Assets Current assets $ 6,983,644 $ 6,216,546 $ 1,820,794 $ 974,264 $ 15,995,248 Long-lived assets 2,404,900 7,537,443 134,915 - 10,077,258 Goodwill 757,283 9,051,052 - - 9,808,335 Total assets $ 10,145,827 $ 22,805,041 $ 1,955,709 $ 974,264 $ 35,880,841 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2024 | |
Property and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5 —PROPERTY AND EQUIPMENT Property and equipment as of March 31, 2024 and December 31, 2023 consisted of the following: March 31, December 31, Machinery and equipment $ 1,402,596 $ 1,402,596 Office furniture and equipment 143,389 143,389 Transportation equipment 943,516 943,516 Displays 610,960 610,960 Leasehold improvements 156,360 156,360 Total property and equipment 3,256,821 3,256,821 Less: accumulated depreciation (1,680,531 ) (1,446,677 ) Total property and equipment, net $ 1,576,290 $ 1,810,144 Depreciation expense for the three months ended March 31, 2024 and 2023 was $233,854 and $197,364, respectively. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2024 | |
Intangible Assets [Abstract] | |
INTANGIBLE ASSETS | NOTE 6 —INTANGIBLE ASSETS Intangible assets as of March 31, 2024 and December 31, 2023 consisted of the following: March 31, December 31, Customer-related $ 5,484,500 $ 5,484,500 Marketing-related 1,338,000 1,338,000 Total intangible assets 6,822,500 6,822,500 Less: accumulated amortization (2,038,760 ) (1,848,152 ) Total intangible assets, net $ 4,783,740 $ 4,974,348 Amortization expense for the three months ended March 31, 2024 and 2023 was $190,608 and 329,642, respectively. Estimated amortization expense for intangible assets for the next five years consists of the following as of March 31, 2024: Year Ending December 31, Amount 2024 (remaining) $ 571,825 2025 693,256 2026 653,006 2027 532,256 2028 488,439 Thereafter 1,844,958 Total estimated amortization expense $ 4,783,740 |
Selected Account Information
Selected Account Information | 3 Months Ended |
Mar. 31, 2024 | |
Selected Account Information [Abstract] | |
SELECTED ACCOUNT INFORMATION | NOTE 7 —SELECTED ACCOUNT INFORMATION Receivables Receivables as of March 31, 2024 and December 31, 2023 consisted of the following: March 31, December 31, Trade accounts receivable $ 5,296,427 $ 6,731,603 Factoring reserve holdback 106,633 - Retainage 1,068,450 1,075,761 Total receivables 6,471,510 7,807,364 Allowance for expected credit losses (343,200 ) (344,165 ) Total receivables, net $ 6,128,310 $ 7,463,199 Inventories Inventories as of March 31, 2024 and December 31, 2023 consisted of the following: March 31, December 31, Eyewear $ 5,902,520 $ 5,880,478 Automotive 1,065,498 1,190,899 Construction 2,198,195 1,976,067 Total inventories 9,166,213 9,047,444 Less reserve for obsolescence (1,491,000 ) (1,446,000 ) Total inventories, net $ 7,675,213 $ 7,601,444 Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets as of March 31, 2024 and December 31, 2023 consisted of the following: March 31, 2024 December 31, Prepaid expenses $ 924,079 $ 104,156 Prepaid inventory 217,720 282,410 Prepaid taxes 201,788 304,788 Other current assets 207,884 206,342 Total prepaid expenses and other current assets $ 1,551,471 $ 897,696 On February 7, 2024, the Company entered into a consulting agreement with TraDigital Marketing Group for consulting services related to investor relations, digital marketing and advertising, and strategic advisory, totaling $1,400,000. The term of the agreement is for six months. On February 8, 2024, the Company entered into a consulting agreement with Alchemy Advisory LLC for consulting services related to business and investor outreach, totaling $400,000. The term of the agreement is for six months. On February 8, 2024, the Company entered into a consulting agreement with Reef Digital LLC for consulting services related to investor relations, IT support, and strategic advisory, totaling $333,000. The term of the agreement for 12 months. On February 8, 2024, the Company entered into a consulting agreement with SeaPath Advisory, LLC for consulting services related to content marketing and strategic advisory, totaling $365,000. The term of the agreement is for three months. The Company prepaid these consulting agreements, totaling $2,498,000, using the proceeds from the public offering (see Note 11). As of March 31, 2024, the total outstanding prepaid expense relating to these consulting agreements was $915,000. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses as of March 31, 2024 and December 31, 2023 consisted of the following: March 31, December 31, Trade accounts payable $ 7,584,232 $ 7,155,339 Credit cards payable 319,912 318,314 Accrued payroll liabilities 1,270,496 1,241,448 Accrued interest 1,741,788 1,712,991 Accrued dividends 4,406 32,997 Accrued taxes 368,056 371,524 Other accrued liabilities 1,731,779 1,362,063 Total accounts payable and accrued expenses $ 13,020,669 $ 12,194,676 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
LEASES | NOTE 8 —LEASES Operating Leases The following was included in the condensed consolidated balance sheets at March 31, 2024 and December 31, 2023: March 31, December 31, Operating lease right-of-use assets $ 3,563,493 $ 3,818,498 Operating lease liabilities, current portion 1,067,395 1,038,978 Operating lease liabilities, long-term 2,655,317 2,932,686 Total operating lease liabilities $ 3,722,712 $ 3,971,664 Weighted-average remaining lease term (months) 41 43 Weighted average discount rate 9.18 % 9.04 % Rent expense for the three months ended March 31, 2024 and 2023 was $380,081 and $301,556, respectively. As of March 31, 2024, maturities of operating lease liabilities were as follows: Year Ending December 31, Amount 2024 (remaining) $ 1,003,562 2025 1,304,733 2026 1,032,656 2027 766,969 2028 273,660 Total 4,381,580 Less: imputed interest (658,868 ) Total operating lease liabilities $ 3,722,712 Finance Leases As of March 31, 2024, maturities of financing lease liabilities were as follows: Year Ending December 31, Amount 2024 (remaining) $ 160,240 2025 211,332 2026 211,332 2027 210,042 2028 28,833 Total 821,779 Less: amount representing interest (84,786 ) Total finance lease liabilities $ 736,993 As of March 31, 2024, the weighted-average remaining lease term for all finance leases is 46 months and the weighted average discount rate is 5.15%. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Measurements [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 9 —FAIR VALUE MEASUREMENTS Recurring Fair Value Measurements The fair value of financial instruments measured on a recurring basis as of March 31, 2024 consisted of the following: Fair Value Measurements as of March 31, 2024 Description Level 1 Level 2 Level 3 Total Derivative liabilities $ - $ - $ 1,146,145 $ 1,146,145 Warrant liabilities - - 5,392,700 5,392,700 Total recurring fair value measurements - - $ 6,538,845 $ 6,538,845 The following table provides a roll-forward of changes for financial instruments measured at fair value on a recurring basis for the three months ended March 31, 2024: Amount Derivative Liabilities Balance as of December 31, 2023 $ 1,389,203 Initial fair value of derivative liabilities upon issuance - Loss on change in fair value of derivative liabilities 612,462 Extinguishment of derivative liabilities upon conversion of convertible notes (855,520 ) Balance as of March 31, 2024 $ 1,146,145 Amount Warrant Liabilities Balance as of December 31, 2023 $ - Fair value of warrant liability upon issuance 4,335,000 Loss on change in fair value of warrant liability 1,902,200 Extinguishment of warrant liability upon exercise of prefunded warrants (844,500 ) Balance as of March 31, 2024 $ 5,392,700 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt [Abstract] | |
DEBT | NOTE 10 —DEBT Notes Payable 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. The notes are due and payable on February 11, 2024. During the three months ended March 31, 2024, the Company made principal payments totaling $1,437,500. On February 11, 2024, the Company and remaining note holders entered into amendments to the notes issued on August 11, 2023, pursuant to which the parties agreed to extend the maturity date of these remaining notes to April 11, 2024. As additional consideration for the amendments, the Company agreed to increase the outstanding principal by 20% of the outstanding principal amounts of the remaining notes as an amendment fee. As a result, we recognized a loss on extinguishment of debt of $421,875. As of March 31, 2024, the total outstanding principal balance is $2,109,375. Private Placement of 20% OID Promissory 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 net cash proceeds of $999,900. On March 27, 2024, the note was amended and restated to increase the principal amount to $1,562,500 for additional cash proceeds of $125,000. This note is due and payable on June 4, 2024. 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. As of March 31, 2024, the total outstanding principal balance is $1,244,363, net of debt discounts of $318,137. |
Shareholders_ Deficit
Shareholders’ Deficit | 3 Months Ended |
Mar. 31, 2024 | |
Shareholders’ Deficit [Abstract] | |
Shareholders’ Deficit | NOTE 11 —SHAREHOLDERS’ DEFICIT Series A Senior Convertible Preferred Shares During the three months ended March 31, 2024, the Company accrued dividends of $119,492 for the series A senior convertible preferred shares and settled $130,968 of previously accrued dividends through the issuance of 121,743 common shares. During the three months ended March 31, 2024, an aggregate of 181,212 series A senior convertible preferred shares were converted into an aggregate of 474,856 common shares. As of March 31, 2024 and December 31, 2023, the Company had 45,455 and 226,667 series A senior convertible preferred shares issued and outstanding, respectively. Series B Senior Convertible Preferred Shares During the three months ended March 31, 2024, the Company accrued dividends of $2,976 for the series B senior convertible preferred shares and settled $13,299 of previously accrued dividends through the issuance of 9,829 common shares. During the three months ended March 31, 2024, an aggregate of 80,110 series B senior convertible preferred shares were converted into an aggregate of 254,363 common shares. As of March 31, 2024 and December 31, 2023, the Company had 11,457 and 91,567 series B senior convertible preferred shares issued and outstanding, respectively. Common Shares 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 prefunded warrants for the purchase of 3,174,063 common shares at an offering price of $1.00 per common share and $0.99 per prefunded 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 prefunded 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 $4,335,000. During the three months ended March 31, 2024, the Company issued an aggregate of 505,000 common shares upon the exercise of prefunded warrants. On February 13, 2024, the Company issued 386,857 common shares upon the conversion of a convertible promissory note totaling $405,673. During the three months ended March 31, 2024, the Company issued an aggregate 131,572 common shares to the holders of the series A and B senior convertible preferred shares in settlement of $144,267 of accrued dividends. Pursuant to the series A and B senior convertible preferred shares designations, dividends payable in common shares shall be calculated based on a price equal to eighty percent (80%) of the volume weighted average price for the common shares on the Company’s principal trading market during the five (5) trading days immediately prior to the applicable dividend payment date. During the three months ended March 31, 2024, the Company issued an aggregate of 474,856 common shares upon the conversion of an aggregate of 181,212 series A senior convertible preferred shares. During the three months ended March 31, 2024, the Company issued an aggregate of 254,363 common shares upon the conversion of an aggregate of 80,110 series B senior convertible preferred shares. Warrants Warrants Issued in Public Equity Offering On February 14, 2024 (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 3,174,063 common shares at an exercise price of $0.01 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 from the Accounting Standards Codification (“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 condensed consolidated statement of operations until their exercise or expiration (see Note 9). 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 149.05%; (iii) risk-free interest rate of 4.86%; (iv) expected life of one year; (v) estimated fair value of the common shares of $1.95 per share; (vi) exercise price of $0.01. Exercise Price Adjustments to Warrants As a result of the issuance of common shares in the offering on February 14, 2023, the exercise price of certain of the Company’s outstanding warrants was adjusted to $1.00 pursuant to certain antidilution provisions of such warrants (down round feature). As a result, the Company recognized a deemed dividend of $1,000, which was calculated using a Black-Scholes pricing model. Below is a table summarizing the changes in warrants outstanding during the three months ended March 31, 2024: Warrants Weighted- Outstanding at December 31, 2023 135,615 $ 33.86 Granted 3,174,063 0.01 Exercised/settled (505,000 ) (0.01 ) Outstanding at March 31, 2024 2,804,678 $ 1.64 Exercisable at March 31, 2024 2,804,678 $ 1.64 As of March 31, 2024, the outstanding warrants have a weighted average remaining contractual life of 0.92 years and a total intrinsic value of $5,394,822. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 —SUBSEQUENT EVENTS OID Note Extension On April 11, 2024, the Company and the holders of the 20% OID subordinated promissory notes originally issued on August 11, 2023 (see Note 10) entered into amendments to the notes, pursuant to which the parties agreed to extend the maturity date of these notes to July 10, 2024. As additional consideration for the amendments, the Company agreed to increase the outstanding principal by 20% of the outstanding principal amounts of the notes as an amendment fee. Private Placement On May 8, 2024, the Company entered into a securities purchase agreement with an accredited investor, pursuant to which the Company issued and sold to such investor a 20% OID subordinated promissory note in the principal amount of $625,000 and a warrant for the purchase of 92,937 common shares for a total purchase price of $500,000 in a private placement transaction. The note is due and payable on August 8, 2024. The Company may voluntarily prepay the note in full at any time. In addition, if the Company consummates any sale of a material amount of assets of the Company or any of its subsidiaries, then the net proceeds thereof shall be applied to the payment or prepayment of the note. The note is unsecured and has priority over all other unsecured indebtedness of the Company, 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. Subject to shareholder approval (as defined below), the note is convertible into common shares at the option of the holder at any time on or following the date that an event of default (as defined in the note) 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 $0.01. The conversion price of the note 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 warrant is exercisable at any time on or after the date that is the six months after the date of issuance and until the fifth anniversary thereof at an exercise price of $2.69 (subject to standard adjustments for share splits, share combinations, share dividends, reclassifications, mergers, consolidations, reorganizations and similar transactions) 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 ninety (90) calendar days after an event of default occurs for the purpose of obtaining shareholder approval of the issuance of all common shares underlying the note in excess of 1,058,040 common shares, or 19.99% of the common shares outstanding as of the date of the note. In addition, the note and the warrant contain an ownership limitation, such that the Company shall not effect any conversion or exercise, and the holder shall not have the right to convert or exercise, any portion of the note or the warrant to the extent that after giving effect to the issuance of common shares upon conversion or exercise, such holder, together with its affiliates and any other persons acting as a group together with such holder or any of its affiliates, would beneficially own in excess of 4.99% of the number of common shares outstanding immediately after giving effect to the issuance of common shares upon conversion or 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. In connection with the private placement, the Company also entered into a registration rights agreement with the investor, pursuant to which the Company agreed to file a registration statement to register all common shares underlying the note and the warrant under the Securities Act of 1933, as amended, by May 31, 2024 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 the 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 the investor, 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 acted as placement agent in connection with the private placement and received a warrant for the purchase of a number of common shares equal to eight percent (8%) of the number common shares initially issuable upon conversion of the note and exercise of the warrant at an exercise price of $2.959 per share (subject to adjustment), which is exercisable at any time on or after the date that is the six months after the date of issuance and until the fifth anniversary thereof. Promissory Note On May 9, 2024, the Company entered into a securities purchase agreement with an accredited investor, pursuant to which the Company issued and sold to such investor a promissory note in the principal amount of $500,000 in a private placement transaction. The note accrues interest at a rate of 12% per annum and is due and payable on May 9, 2025; provided that upon an event of default (as defined in the note), such rate shall increase to 16% per annum. The Company may voluntarily prepay the note in full at any time prior to the date that an event of default occurs. In addition, if, at any time prior to the full repayment of the note, the Company receives cash proceeds from any source or series of related or unrelated sources, including but not limited to, from payments from customers, the issuance of equity or debt, the issuance of securities pursuant to an equity line of credit (as defined in the note) or the sale of assets, the investor will have the right in its sole discretion to require the Company to immediately apply up to 100% of such proceeds to repay all or any portion of the outstanding principal amount and interest (including any default interest) then due under the note. The note is unsecured and has priority over all other unsecured indebtedness. The note contains customary affirmative and negative covenants and events of default for a loan of this type. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (10,400,513) | $ 1,112,534 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
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) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Discontinued Operations | Discontinued Operations On February 26, 2024, Asien’s Appliance, Inc. (“Asien’s”), a wholly owned subsidiary of 1847 Asien Inc. (“1847 Asien”), entered into a general assignment (the “Assignment Agreement”), for the benefit of its creditors, with SG Service Co., LLC (the “Assignee”). Pursuant to the Assignment Agreement, Asien’s transferred ownership of all or substantially all of its right, title, and interest in, as well as custody and control of, its assets to the Assignee in trust. The results of operations of Asien’s are reported as discontinued operations for the three months ended March 31, 2024 and 2023. Unless otherwise noted, amounts and disclosures throughout these notes to condensed consolidated financial statements relate solely to continuing operations and exclude all discontinued operations. See Note 3 for additional information. The Company evaluates all disposal transactions to determine whether such disposal qualifies for reporting as discontinued operations in accordance with ASC 205-20, “ Discontinued Operations |
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. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “ Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures In December 2023, the FASB issued ASU 2023-09, “ Income Taxes (Topic 740): Improvements to Income Tax Disclosures The Company currently believes there are no other issued and not yet effective accounting standards that are materially relevant to our condensed consolidated financial statements. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Discontinued Operations [Abstract] | |
Schedule of Consolidated Balance Sheet | The following information presents the major classes of line item of assets and liabilities included as part of discontinued operations of Asien’s in the consolidated balance sheet as of December 31, 2023: December 31, Current assets of discontinued operations Cash and cash equivalents $ 34,470 Investments 278,521 Receivables 88,770 Inventories, net 1,398,088 Prepaid expenses and other current assets 140,102 Total current assets of discontinued operations 1,939,951 Non-current assets of discontinued operations Property and equipment, net 88,505 Total assets of discontinued operations $ 2,028,456 Current liabilities of discontinued operations Accounts payable and accrued expenses $ 923,945 Customer deposits 2,143,493 Current portion of notes payable 29,777 Total current liabilities of discontinued operations 3,097,215 Non-current liabilities of discontinued operations Notes payable, net of current portion 34,965 Total liabilities of discontinued operations $ 3,132,180 |
Schedule of Consolidated Statements of Operations | The following information presents the major classes of line items constituting the loss from discontinued operations of Asien’s in the unaudited consolidated statements of operations for the three months ended March 31, 2024 and 2023: Three Months Ended 2024 2023 Revenues $ 870,952 $ 2,437,935 Operating expenses Cost of revenues 744,706 1,813,783 Personnel 98,213 273,204 Depreciation and amortization 7,702 46,603 General and administrative 203,377 376,165 Professional fees 78,807 49,436 Total operating expenses 1,132,805 2,559,191 Loss from operations (261,853 ) (121,256 ) Other income (expense) Other income - 270 Interest expense (724 ) (25,629 ) Total other expense (724 ) (25,3590 ) Net loss from discontinued operations before income taxes (262,577 ) (146,615 ) Income tax benefit - 42,000 Net loss from discontinued operations $ (262,577 ) $ (104,615 ) Net loss (income) attributable to non-controlling interests from discontinued operations (59,304 ) 5,231 Net loss from discontinued operations attributable to 1847 Holdings $ (321,881 ) $ (99,384 ) |
Schedule of Consolidated Statements of Cash Flows | The following information presents the major classes of line items constituting significant operating, investing and financing cash flow activities from discontinued operations of Asien’s in the unaudited consolidated statements of cash flows for the three months ended March 31, 2024 and 2023: Three Months Ended 2024 2023 Cash flows from operating activities Net loss $ (262,577 ) $ (104,615 ) Adjustments to reconcile net loss to net cash used in operating activities: Deferred taxes - (42,000 ) Depreciation and amortization 7,702 46,603 Changes in operating assets and liabilities: Receivables 73,769 52,460 Inventories 213,399 183,208 Prepaid expenses and other current assets 108,686 20,117 Accounts payable and accrued expenses 320,362 (144,741 ) Customer deposits (474,803 ) (80,077 ) Net cash used in operating activities from discontinued operations (13,462 ) (69,045 ) Cash flows from investing activities Investments in certificates of deposit - (302 ) Net cash used in investing activities from discontinued operations - (302 ) Cash flows from financing activities Repayments of notes payable (4,836 ) (7,241 ) Net cash used in financing activities from discontinued operations (4,836 ) (7,241 ) Net change in cash and cash equivalents from discontinued operations $ (18,298 ) $ (76,588 ) |
Disaggregation of Revenues an_2
Disaggregation of Revenues and Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Disaggregation of Revenues and Segment Reporting [Abstract] | |
Schedule of Revenues | The Company’s revenues for the three months ended March 31, 2024 and 2023 are disaggregated as follows: For the Three Months Ended March 31, 2024 Retail and Construction Automotive Total Revenues Eyewear-related $ 3,560,542 $ - $ - $ 3,560,542 Personal protective equipment and other 335,625 - - 335,625 Automotive horns - - 1,069,434 1,069,434 Automotive lighting - - 708,927 708,927 Custom cabinets and countertops - 2,084,454 - 2,084,454 Finished carpentry - 7,154,515 - 7,154,515 Total Revenues $ 3,896,167 $ 9,238,969 $ 1,778,361 $ 14,913,497 For the Three Months Ended March 31, 2023 Retail and Construction Automotive Total Revenues Eyewear-related $ 2,520,812 $ - $ - $ 2,520,812 Personal protective equipment and other 271,900 - - 271,900 Automotive horns - - 995,417 995,417 Automotive lighting - - 264,749 264,749 Custom cabinets and countertops - 2,116,182 - 2,116,182 Finished carpentry - 6,796,543 - 6,796,543 Total Revenues $ 2,792,712 $ 8,912,725 $ 1,260,166 $ 12,965,603 |
Schedule of Total Assets by Operating Segment | Segment information for the three months ended March 31, 2024 and 2023 are as follows: For the Three Months Ended March 31, 2024 Retail and Construction Automotive Corporate Total Revenues $ 3,896,167 $ 9,238,969 $ 1,778,361 $ - $ 14,913,497 Operating expenses Cost of revenues 2,998,933 5,158,266 1,168,362 - 9,325,561 Personnel 653,191 2,026,709 300,412 135,044 3,115,356 Personnel – corporate allocation - (310,516 ) (37,680 ) 348,196 - Depreciation and amortization 104,596 319,797 69 - 424,462 General and administrative 367,865 1,416,995 210,925 (138,185 ) 1,857,600 General and administrative – management fees 75,000 125,000 75,000 - 275,000 General and administrative – corporate allocation (29,893 ) (320,834 ) (37,529 ) 388,256 - Professional fees 232,180 65,727 88,021 2,639,221 3,025,149 Total operating expenses 4,401,872 8,481,144 1,767,580 3,372,532 18,023,128 Income (loss) from operations $ (505,705 ) $ 757,825 $ 10,781 $ (3,372,532 ) $ (3,109,631 ) For the Three Months Ended March 31, 2023 Retail and Construction Automotive Corporate Total Revenues $ 2,792,712 $ 8,912,725 $ 1,260,166 $ - $ 12,965,603 Operating expenses Cost of revenues 1,947,011 5,375,027 710,256 - 8,032,294 Personnel 527,075 1,771,936 332,320 (157,911 ) 2,473,420 Personnel – corporate allocation - (214,200 ) (71,400 ) 285,600 - Depreciation and amortization 62,078 412,989 51,939 - 527,006 General and administrative 100,310 892,171 204,962 104,196 1,301,639 General and administrative – management fees - 125,000 75,000 - 200,000 General and administrative – corporate allocation - (119,445 ) (32,815 ) 152,260 - Professional fees 77,493 76,151 57,271 176,906 387,821 Total operating expenses 2,713,967 8,319,629 1,327,533 561,051 12,922,180 Income (loss) from operations $ 78,745 $ 593,096 $ (67,367 ) $ (561,051 ) $ 43,423 |
Schedule of Total Assets by Operating Segment | Total assets by operating segment as of March 31, 2024 are as follows: As of March 31, 2024 Retail and Eyewear Construction Automotive Supplies Corporate Services Total Assets Current assets $ 6,983,644 $ 6,216,546 $ 1,820,794 $ 974,264 $ 15,995,248 Long-lived assets 2,404,900 7,537,443 134,915 - 10,077,258 Goodwill 757,283 9,051,052 - - 9,808,335 Total assets $ 10,145,827 $ 22,805,041 $ 1,955,709 $ 974,264 $ 35,880,841 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment as of March 31, 2024 and December 31, 2023 consisted of the following: March 31, December 31, Machinery and equipment $ 1,402,596 $ 1,402,596 Office furniture and equipment 143,389 143,389 Transportation equipment 943,516 943,516 Displays 610,960 610,960 Leasehold improvements 156,360 156,360 Total property and equipment 3,256,821 3,256,821 Less: accumulated depreciation (1,680,531 ) (1,446,677 ) Total property and equipment, net $ 1,576,290 $ 1,810,144 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Intangible Assets [Abstract] | |
Schedule of Intangible Assets | Intangible assets as of March 31, 2024 and December 31, 2023 consisted of the following: March 31, December 31, Customer-related $ 5,484,500 $ 5,484,500 Marketing-related 1,338,000 1,338,000 Total intangible assets 6,822,500 6,822,500 Less: accumulated amortization (2,038,760 ) (1,848,152 ) Total intangible assets, net $ 4,783,740 $ 4,974,348 |
Schedule of Amortization Expense for Intangible Assets | Estimated amortization expense for intangible assets for the next five years consists of the following as of March 31, 2024: Year Ending December 31, Amount 2024 (remaining) $ 571,825 2025 693,256 2026 653,006 2027 532,256 2028 488,439 Thereafter 1,844,958 Total estimated amortization expense $ 4,783,740 |
Selected Account Information (T
Selected Account Information (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounts Payable and Accrued Expenses [Abstract] | |
Schedule of ReceivablesSchedule of Accounts Payable and Accrued Expenses | Receivables as of March 31, 2024 and December 31, 2023 consisted of the following: March 31, December 31, Trade accounts receivable $ 5,296,427 $ 6,731,603 Factoring reserve holdback 106,633 - Retainage 1,068,450 1,075,761 Total receivables 6,471,510 7,807,364 Allowance for expected credit losses (343,200 ) (344,165 ) Total receivables, net $ 6,128,310 $ 7,463,199 |
Schedule of Inventories | Inventories as of March 31, 2024 and December 31, 2023 consisted of the following: March 31, December 31, Eyewear $ 5,902,520 $ 5,880,478 Automotive 1,065,498 1,190,899 Construction 2,198,195 1,976,067 Total inventories 9,166,213 9,047,444 Less reserve for obsolescence (1,491,000 ) (1,446,000 ) Total inventories, net $ 7,675,213 $ 7,601,444 |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets as of March 31, 2024 and December 31, 2023 consisted of the following: March 31, 2024 December 31, Prepaid expenses $ 924,079 $ 104,156 Prepaid inventory 217,720 282,410 Prepaid taxes 201,788 304,788 Other current assets 207,884 206,342 Total prepaid expenses and other current assets $ 1,551,471 $ 897,696 |
Schedule of ReceivablesSchedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses as of March 31, 2024 and December 31, 2023 consisted of the following: March 31, December 31, Trade accounts payable $ 7,584,232 $ 7,155,339 Credit cards payable 319,912 318,314 Accrued payroll liabilities 1,270,496 1,241,448 Accrued interest 1,741,788 1,712,991 Accrued dividends 4,406 32,997 Accrued taxes 368,056 371,524 Other accrued liabilities 1,731,779 1,362,063 Total accounts payable and accrued expenses $ 13,020,669 $ 12,194,676 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Schedule of Operating Leases | The following was included in the condensed consolidated balance sheets at March 31, 2024 and December 31, 2023: March 31, December 31, Operating lease right-of-use assets $ 3,563,493 $ 3,818,498 Operating lease liabilities, current portion 1,067,395 1,038,978 Operating lease liabilities, long-term 2,655,317 2,932,686 Total operating lease liabilities $ 3,722,712 $ 3,971,664 Weighted-average remaining lease term (months) 41 43 Weighted average discount rate 9.18 % 9.04 % |
Schedule of Operating Lease Liabilities | As of March 31, 2024, maturities of operating lease liabilities were as follows: Year Ending December 31, Amount 2024 (remaining) $ 1,003,562 2025 1,304,733 2026 1,032,656 2027 766,969 2028 273,660 Total 4,381,580 Less: imputed interest (658,868 ) Total operating lease liabilities $ 3,722,712 |
Schedule of Financing Lease Liabilities | As of March 31, 2024, maturities of financing lease liabilities were as follows: Year Ending December 31, Amount 2024 (remaining) $ 160,240 2025 211,332 2026 211,332 2027 210,042 2028 28,833 Total 821,779 Less: amount representing interest (84,786 ) Total finance lease liabilities $ 736,993 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Measurements [Abstract] | |
Schedule of Fair Value of Financial Instruments Measured on a Recurring Basis | The fair value of financial instruments measured on a recurring basis as of March 31, 2024 consisted of the following: Fair Value Measurements as of March 31, 2024 Description Level 1 Level 2 Level 3 Total Derivative liabilities $ - $ - $ 1,146,145 $ 1,146,145 Warrant liabilities - - 5,392,700 5,392,700 Total recurring fair value measurements - - $ 6,538,845 $ 6,538,845 |
Schedule of Roll-Forward of Changes for Financial Instruments Measured at 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 three months ended March 31, 2024: Amount Derivative Liabilities Balance as of December 31, 2023 $ 1,389,203 Initial fair value of derivative liabilities upon issuance - Loss on change in fair value of derivative liabilities 612,462 Extinguishment of derivative liabilities upon conversion of convertible notes (855,520 ) Balance as of March 31, 2024 $ 1,146,145 Amount Warrant Liabilities Balance as of December 31, 2023 $ - Fair value of warrant liability upon issuance 4,335,000 Loss on change in fair value of warrant liability 1,902,200 Extinguishment of warrant liability upon exercise of prefunded warrants (844,500 ) Balance as of March 31, 2024 $ 5,392,700 |
Shareholders_ Deficit (Tables)
Shareholders’ Deficit (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Shareholders’ Deficit [Abstract] | |
Schedule of Warrants Outstanding | Below is a table summarizing the changes in warrants outstanding during the three months ended March 31, 2024: Warrants Weighted- Outstanding at December 31, 2023 135,615 $ 33.86 Granted 3,174,063 0.01 Exercised/settled (505,000 ) (0.01 ) Outstanding at March 31, 2024 2,804,678 $ 1.64 Exercisable at March 31, 2024 2,804,678 $ 1.64 |
Liquidity and Going Concern A_2
Liquidity and Going Concern Assessment (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Liquidity and Going Concern Assessment [Abstract] | ||
Cash and cash equivalents | $ 577,608 | |
Working capital deficit | 17,142,230 | |
Operating loss | (3,109,631) | $ 43,423 |
Operating activities from continuing operations | $ (3,529,228) | $ (1,782,721) |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Discontinued Operations [Abstract] | ||
Gain on disposition of Asien’s | $ 1,060,095 |
Discontinued Operations (Deta_2
Discontinued Operations (Details) - Schedule of Consolidated Balance Sheet - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets of discontinued operations | ||
Cash and cash equivalents | $ 34,470 | |
Investments | 278,521 | |
Receivables | 88,770 | |
Inventories, net | 1,398,088 | |
Prepaid expenses and other current assets | 140,102 | |
Total current assets of discontinued operations | 1,939,951 | |
Non-current assets of discontinued operations | ||
Property and equipment, net | 88,505 | |
Total assets of discontinued operations | 2,028,456 | |
Current liabilities of discontinued operations | ||
Accounts payable and accrued expenses | 923,945 | |
Customer deposits | 2,143,493 | |
Current portion of notes payable | 29,777 | |
Total current liabilities of discontinued operations | 3,097,215 | |
Non-current liabilities of discontinued operations | ||
Notes payable, net of current portion | 34,965 | |
Total liabilities of discontinued operations | $ 3,132,180 |
Discontinued Operations (Deta_3
Discontinued Operations (Details) - Schedule of Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Schedule of Consolidated Statements of Operations [Abstract] | ||
Revenues | $ 870,952 | $ 2,437,935 |
Operating expenses | ||
Cost of revenues | 744,706 | 1,813,783 |
Personnel | 98,213 | 273,204 |
Depreciation and amortization | 7,702 | 46,603 |
General and administrative | 203,377 | 376,165 |
Professional fees | 78,807 | 49,436 |
Total operating expenses | 1,132,805 | 2,559,191 |
Loss from operations | (261,853) | (121,256) |
Other income (expense) | ||
Other income | 270 | |
Interest expense | (724) | (25,629) |
Total other expense | (724) | (253,590) |
Net loss from discontinued operations before income taxes | (262,577) | (146,615) |
Income tax benefit | 42,000 | |
NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS | (262,577) | (104,615) |
Net loss (income) attributable to non-controlling interests from discontinued operations | (59,304) | 5,231 |
Net loss from discontinued operations attributable to 1847 Holdings | $ (321,881) | $ (99,384) |
Discontinued Operations (Deta_4
Discontinued Operations (Details) - Schedule of Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities | ||
Net loss | $ (262,577) | $ (104,615) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Deferred taxes | (42,000) | |
Depreciation and amortization | 7,702 | 46,603 |
Changes in operating assets and liabilities: | ||
Receivables | 73,769 | 52,460 |
Inventories | 213,399 | 183,208 |
Prepaid expenses and other current assets | 108,686 | 20,117 |
Accounts payable and accrued expenses | 320,362 | (144,741) |
Customer deposits | (474,803) | (80,077) |
Net cash used in operating activities from discontinued operations | (13,462) | (69,045) |
Cash flows from investing activities | ||
Investments in certificates of deposit | (302) | |
Net cash used in investing activities from discontinued operations | (302) | |
Cash flows from financing activities | ||
Repayments of notes payable | (4,836) | (7,241) |
Net cash used in financing activities from discontinued operations | (4,836) | (7,241) |
Net change in cash and cash equivalents from discontinued operations | $ (18,298) | $ (76,588) |
Disaggregation of Revenues an_3
Disaggregation of Revenues and Segment Reporting (Details) | 3 Months Ended |
Mar. 31, 2024 | |
Corporate Segment [Member] | |
Disaggregation of Revenues and Segment Reporting [Line Items] | |
Reportable segments | 3 |
Disaggregation of Revenues an_4
Disaggregation of Revenues and Segment Reporting (Details) - Schedule of Revenues - Corporate Segment [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenues | ||
Total Revenues | $ 14,913,497 | $ 12,965,603 |
Retail and Eyewear [Member] | ||
Revenues | ||
Total Revenues | 3,896,167 | 2,792,712 |
Construction [Member] | ||
Revenues | ||
Total Revenues | 9,238,969 | 8,912,725 |
Automotive Supplies [Member] | ||
Revenues | ||
Total Revenues | 1,778,361 | 1,260,166 |
Eyewear-related [Member] | ||
Revenues | ||
Total Revenues | 3,560,542 | 2,520,812 |
Eyewear-related [Member] | Retail and Eyewear [Member] | ||
Revenues | ||
Total Revenues | 3,560,542 | 2,520,812 |
Eyewear-related [Member] | Construction [Member] | ||
Revenues | ||
Total Revenues | ||
Eyewear-related [Member] | Automotive Supplies [Member] | ||
Revenues | ||
Total Revenues | ||
Personal protective equipment and other [Member] | ||
Revenues | ||
Total Revenues | 335,625 | 271,900 |
Personal protective equipment and other [Member] | Retail and Eyewear [Member] | ||
Revenues | ||
Total Revenues | 335,625 | 271,900 |
Personal protective equipment and other [Member] | Construction [Member] | ||
Revenues | ||
Total Revenues | ||
Personal protective equipment and other [Member] | Automotive Supplies [Member] | ||
Revenues | ||
Total Revenues | ||
Automotive horns [Member] | ||
Revenues | ||
Total Revenues | 1,069,434 | 995,417 |
Automotive horns [Member] | Retail and Eyewear [Member] | ||
Revenues | ||
Total Revenues | ||
Automotive horns [Member] | Construction [Member] | ||
Revenues | ||
Total Revenues | ||
Automotive horns [Member] | Automotive Supplies [Member] | ||
Revenues | ||
Total Revenues | 1,069,434 | 995,417 |
Automotive lighting [Member] | ||
Revenues | ||
Total Revenues | 708,927 | 264,749 |
Automotive lighting [Member] | Retail and Eyewear [Member] | ||
Revenues | ||
Total Revenues | ||
Automotive lighting [Member] | Construction [Member] | ||
Revenues | ||
Total Revenues | ||
Automotive lighting [Member] | Automotive Supplies [Member] | ||
Revenues | ||
Total Revenues | 708,927 | 264,749 |
Custom cabinets and countertops [Member] | ||
Revenues | ||
Total Revenues | 2,084,454 | 2,116,182 |
Custom cabinets and countertops [Member] | Retail and Eyewear [Member] | ||
Revenues | ||
Total Revenues | ||
Custom cabinets and countertops [Member] | Construction [Member] | ||
Revenues | ||
Total Revenues | 2,084,454 | 2,116,182 |
Custom cabinets and countertops [Member] | Automotive Supplies [Member] | ||
Revenues | ||
Total Revenues | ||
Finished carpentry [Member] | ||
Revenues | ||
Total Revenues | 7,154,515 | 6,796,543 |
Finished carpentry [Member] | Retail and Eyewear [Member] | ||
Revenues | ||
Total Revenues | ||
Finished carpentry [Member] | Construction [Member] | ||
Revenues | ||
Total Revenues | 7,154,515 | 6,796,543 |
Finished carpentry [Member] | Automotive Supplies [Member] | ||
Revenues | ||
Total Revenues |
Disaggregation of Revenues an_5
Disaggregation of Revenues and Segment Reporting (Details) - Schedule of Segment Information - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 14,913,497 | $ 12,965,603 |
Operating expenses | ||
Cost of revenues | 9,325,561 | 8,032,294 |
Personnel | 3,115,356 | 2,473,420 |
Depreciation and amortization | 424,462 | 527,006 |
General and administrative | 1,857,600 | 1,301,639 |
Professional fees | 3,025,149 | 387,821 |
Total operating expenses | 18,023,128 | 12,922,180 |
Income (loss) from operations | (3,109,631) | 43,423 |
Personnel – corporate allocation [Member] | ||
Operating expenses | ||
Personnel | ||
General and administrative – management fees [Member] | ||
Operating expenses | ||
General and administrative | 275,000 | 200,000 |
General and administrative – corporate allocation [Member] | ||
Operating expenses | ||
General and administrative | ||
Professional fees [Member] | ||
Operating expenses | ||
Professional fees | 3,025,149 | |
Corporate Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 14,913,497 | 12,965,603 |
Corporate Segment [Member] | Retail and Eyewear [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 3,896,167 | 2,792,712 |
Operating expenses | ||
Cost of revenues | 2,998,933 | 1,947,011 |
Personnel | 653,191 | 527,075 |
Depreciation and amortization | 104,596 | 62,078 |
General and administrative | 367,865 | 100,310 |
Professional fees | 77,493 | |
Total operating expenses | 4,401,872 | 2,713,967 |
Income (loss) from operations | (505,705) | 78,745 |
Corporate Segment [Member] | Constructions [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 9,238,969 | 8,912,725 |
Operating expenses | ||
Cost of revenues | 5,158,266 | 5,375,027 |
Personnel | 2,026,709 | 1,771,936 |
Depreciation and amortization | 319,797 | 412,989 |
General and administrative | 1,416,995 | 892,171 |
Professional fees | 76,151 | |
Total operating expenses | 8,481,144 | 8,319,629 |
Income (loss) from operations | 757,825 | 593,096 |
Corporate Segment [Member] | Automotive Supplies [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | 1,778,361 | 1,260,166 |
Operating expenses | ||
Cost of revenues | 1,168,362 | 710,256 |
Personnel | 300,412 | 332,320 |
Depreciation and amortization | 69 | 51,939 |
General and administrative | 210,925 | 204,962 |
Professional fees | 57,271 | |
Total operating expenses | 1,767,580 | 1,327,533 |
Income (loss) from operations | 10,781 | (67,367) |
Corporate Segment [Member] | Corporate Services [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | ||
Operating expenses | ||
Cost of revenues | ||
Personnel | 135,044 | (157,911) |
Depreciation and amortization | ||
General and administrative | (138,185) | 104,196 |
Professional fees | 176,906 | |
Total operating expenses | 3,372,532 | 561,051 |
Income (loss) from operations | (3,372,532) | (561,051) |
Corporate Segment [Member] | Personnel – corporate allocation [Member] | Retail and Eyewear [Member] | ||
Operating expenses | ||
Personnel | ||
Corporate Segment [Member] | Personnel – corporate allocation [Member] | Constructions [Member] | ||
Operating expenses | ||
Personnel | (310,516) | (214,200) |
Corporate Segment [Member] | Personnel – corporate allocation [Member] | Automotive Supplies [Member] | ||
Operating expenses | ||
Personnel | (37,680) | (71,400) |
Corporate Segment [Member] | Personnel – corporate allocation [Member] | Corporate Services [Member] | ||
Operating expenses | ||
Personnel | 348,196 | 285,600 |
Corporate Segment [Member] | General and administrative – management fees [Member] | Retail and Eyewear [Member] | ||
Operating expenses | ||
General and administrative | 75,000 | |
Corporate Segment [Member] | General and administrative – management fees [Member] | Constructions [Member] | ||
Operating expenses | ||
General and administrative | 125,000 | 125,000 |
Corporate Segment [Member] | General and administrative – management fees [Member] | Automotive Supplies [Member] | ||
Operating expenses | ||
General and administrative | 75,000 | 75,000 |
Corporate Segment [Member] | General and administrative – management fees [Member] | Corporate Services [Member] | ||
Operating expenses | ||
General and administrative | ||
Corporate Segment [Member] | General and administrative – corporate allocation [Member] | Retail and Eyewear [Member] | ||
Operating expenses | ||
General and administrative | (29,893) | |
Corporate Segment [Member] | General and administrative – corporate allocation [Member] | Constructions [Member] | ||
Operating expenses | ||
General and administrative | (320,834) | (119,445) |
Corporate Segment [Member] | General and administrative – corporate allocation [Member] | Automotive Supplies [Member] | ||
Operating expenses | ||
General and administrative | (37,529) | (32,815) |
Corporate Segment [Member] | General and administrative – corporate allocation [Member] | Corporate Services [Member] | ||
Operating expenses | ||
General and administrative | 388,256 | $ 152,260 |
Corporate Segment [Member] | Professional fees [Member] | Retail and Eyewear [Member] | ||
Operating expenses | ||
Professional fees | 232,180 | |
Corporate Segment [Member] | Professional fees [Member] | Constructions [Member] | ||
Operating expenses | ||
Professional fees | 65,727 | |
Corporate Segment [Member] | Professional fees [Member] | Automotive Supplies [Member] | ||
Operating expenses | ||
Professional fees | 88,021 | |
Corporate Segment [Member] | Professional fees [Member] | Corporate Services [Member] | ||
Operating expenses | ||
Professional fees | $ 2,639,221 |
Disaggregation of Revenues an_6
Disaggregation of Revenues and Segment Reporting (Details) - Schedule of Total Assets by Operating Segment - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Assets | ||
Current assets | $ 15,995,248 | |
Long-lived assets | 10,077,258 | |
Goodwill | 9,808,335 | $ 9,808,335 |
Total assets | 35,880,841 | |
Retail and Eyewear [Member] | Operating Segments [Member] | ||
Assets | ||
Current assets | 6,983,644 | |
Long-lived assets | 2,404,900 | |
Goodwill | 757,283 | |
Total assets | 10,145,827 | |
Constructions [Member] | Operating Segments [Member] | ||
Assets | ||
Current assets | 6,216,546 | |
Long-lived assets | 7,537,443 | |
Goodwill | 9,051,052 | |
Total assets | 22,805,041 | |
Automotive Supplies [Member] | Operating Segments [Member] | ||
Assets | ||
Current assets | 1,820,794 | |
Long-lived assets | 134,915 | |
Goodwill | ||
Total assets | 1,955,709 | |
Corporate Services [Member] | Operating Segments [Member] | ||
Assets | ||
Current assets | 974,264 | |
Long-lived assets | ||
Goodwill | ||
Total assets | $ 974,264 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property and Equipment [Abstract] | ||
Depreciation expense | $ 233,854 | $ 197,364 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of Property and Equipment - Property, Plant and Equipment [Member] - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Property and Equipment [Line Items] | ||
Total property and equipment | $ 3,256,821 | $ 3,256,821 |
Less: accumulated depreciation | (1,680,531) | (1,446,677) |
Total property and equipment, net | 1,576,290 | 1,810,144 |
Machinery and equipment [Member] | ||
Schedule of Property and Equipment [Line Items] | ||
Total property and equipment | 1,402,596 | 1,402,596 |
Office furniture and equipment [Member] | ||
Schedule of Property and Equipment [Line Items] | ||
Total property and equipment | 143,389 | 143,389 |
Transportation equipment [Member] | ||
Schedule of Property and Equipment [Line Items] | ||
Total property and equipment | 943,516 | 943,516 |
Displays [Member] | ||
Schedule of Property and Equipment [Line Items] | ||
Total property and equipment | 610,960 | 610,960 |
Leasehold improvements [Member] | ||
Schedule of Property and Equipment [Line Items] | ||
Total property and equipment | $ 156,360 | $ 156,360 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Intangible Assets [Abstract] | ||
Amortization of Intangible Assets | $ 190,608 | $ 329,642 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of Intangible Assets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Intangible Assets [Line Items] | ||
Total intangible assets | $ 6,822,500 | $ 6,822,500 |
Less: accumulated amortization | (2,038,760) | (1,848,152) |
Total intangible assets, net | 4,783,740 | 4,974,348 |
Customer-related [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Total intangible assets | 5,484,500 | 5,484,500 |
Marketing-related [Member] | ||
Schedule of Intangible Assets [Line Items] | ||
Total intangible assets | $ 1,338,000 | $ 1,338,000 |
Intangible Assets (Details) -_2
Intangible Assets (Details) - Schedule of Amortization Expense for Intangible Assets | Mar. 31, 2024 USD ($) |
Schedule Of Amortization Expense For Intangible Assets [Abstract] | |
2024 (remaining) | $ 571,825 |
2025 | 693,256 |
2026 | 653,006 |
2027 | 532,256 |
2028 | 488,439 |
Thereafter | 1,844,958 |
Total estimated amortization expense | $ 4,783,740 |
Selected Account Information (D
Selected Account Information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Feb. 08, 2024 | Feb. 07, 2024 | |
Selected Account Information (Details) [Line Items] | |||
Prepaid expense | $ 915,000 | ||
Proceeds from the public offering | $ 2,498,000 | ||
TraDigital Marketing Group [Member] | |||
Selected Account Information (Details) [Line Items] | |||
Prepaid expense | $ 1,400,000 | ||
Alchemy Advisory LLC [Member] | |||
Selected Account Information (Details) [Line Items] | |||
Prepaid expense | $ 400,000 | ||
Reef Digital LLC [Member] | |||
Selected Account Information (Details) [Line Items] | |||
Prepaid expense | 333,000 | ||
SeaPath Advisory, LLC [Member] | |||
Selected Account Information (Details) [Line Items] | |||
Prepaid expense | $ 365,000 |
Selected Account Information _2
Selected Account Information (Details) - Schedule of Receivables - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Receivables [Line Items] | ||
Total receivables | $ 6,471,510 | $ 7,807,364 |
Allowance for expected credit losses | (343,200) | (344,165) |
Total receivables, net | 6,128,310 | 7,463,199 |
Trade accounts receivable [Member] | ||
Schedule of Receivables [Line Items] | ||
Total receivables | 5,296,427 | 6,731,603 |
Factoring reserve holdback [Member] | ||
Schedule of Receivables [Line Items] | ||
Total receivables | 106,633 | |
Retainage [Member] | ||
Schedule of Receivables [Line Items] | ||
Total receivables | $ 1,068,450 | $ 1,075,761 |
Selected Account Information _3
Selected Account Information (Details) - Schedule of Inventories - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory [Line Items] | ||
Total inventories | $ 9,166,213 | $ 9,047,444 |
Less reserve for obsolescence | (1,491,000) | (1,446,000) |
Total inventories, net | 7,675,213 | 7,601,444 |
Eyewear [Member] | ||
Inventory [Line Items] | ||
Total inventories | 5,902,520 | 5,880,478 |
Automotive [Member] | ||
Inventory [Line Items] | ||
Total inventories | 1,065,498 | 1,190,899 |
Construction [Member] | ||
Inventory [Line Items] | ||
Total inventories | $ 2,198,195 | $ 1,976,067 |
Selected Account Information _4
Selected Account Information (Details) - Schedule of Prepaid Expenses and Other Current Assets - Prepaid Expenses and Other Current Assets [Member] - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Prepaid Expenses and Other Current Assets [Line Items] | ||
Prepaid expenses | $ 924,079 | $ 104,156 |
Prepaid inventory | 217,720 | 282,410 |
Prepaid taxes | 201,788 | 304,788 |
Other current assets | 207,884 | 206,342 |
Total prepaid expenses and other current assets | $ 1,551,471 | $ 897,696 |
Selected Account Information _5
Selected Account Information (Details) - Schedule of Accounts Payable and Accrued Expenses - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Accounts Payable and Accrued Expenses [Abstract] | ||
Trade accounts payable | $ 7,584,232 | $ 7,155,339 |
Credit cards payable | 319,912 | 318,314 |
Accrued payroll liabilities | 1,270,496 | 1,241,448 |
Accrued interest | 1,741,788 | 1,712,991 |
Accrued dividends | 4,406 | 32,997 |
Accrued taxes | 368,056 | 371,524 |
Other accrued liabilities | 1,731,779 | 1,362,063 |
Total accounts payable and accrued expenses | $ 13,020,669 | $ 12,194,676 |
Leases (Details)
Leases (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases [Abstract] | ||
Rent expense | $ 380,081 | $ 301,556 |
Weighted-average remaining lease term | 46 months | |
Weighted average discount rate | 5.15% |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Operating Leases - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Operating Leases [Abstract] | ||
Operating lease right-of-use assets | $ 3,563,493 | $ 3,818,498 |
Operating lease liabilities, current portion | 1,067,395 | 1,038,978 |
Operating lease liabilities, long-term | 2,655,317 | 2,932,686 |
Total operating lease liabilities | $ 3,722,712 | $ 3,971,664 |
Weighted-average remaining lease term (months) | 41 months | 43 months |
Weighted average discount rate | 9.18% | 9.04% |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Operating Lease Liabilities - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Operating Lease Liabilities [Abstract] | ||
2024 (remaining) | $ 1,003,562 | |
2025 | 1,304,733 | |
2026 | 1,032,656 | |
2027 | 766,969 | |
2028 | 273,660 | |
Total | 4,381,580 | |
Less: imputed interest | (658,868) | |
Total operating lease liabilities | $ 3,722,712 | $ 3,971,664 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of Financing Lease Liabilities | Mar. 31, 2024 USD ($) |
Schedule of Financing Lease Liabilities [Abstract] | |
2024 (remaining) | $ 160,240 |
2025 | 211,332 |
2026 | 211,332 |
2027 | 210,042 |
2028 | 28,833 |
Total | 821,779 |
Less: amount representing interest | (84,786) |
Total finance lease liabilities | $ 736,993 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of Fair Value of Financial Instruments Measured on a Recurring Basis - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Fair Value of Financial Instruments Measured on a Recurring Basis [Line Items] | ||
Derivative liabilities | $ 1,146,145 | $ 1,389,203 |
Warrant liabilities | 5,392,700 | |
Total recurring fair value measurements | 6,538,845 | |
Level 1 [Member] | ||
Schedule of Fair Value of Financial Instruments Measured on a Recurring Basis [Line Items] | ||
Derivative liabilities | ||
Warrant liabilities | ||
Total recurring fair value measurements | ||
Level 2 [Member] | ||
Schedule of Fair Value of Financial Instruments Measured on a Recurring Basis [Line Items] | ||
Derivative liabilities | ||
Warrant liabilities | ||
Total recurring fair value measurements | ||
Level 3 [Member] | ||
Schedule of Fair Value of Financial Instruments Measured on a Recurring Basis [Line Items] | ||
Derivative liabilities | 1,146,145 | |
Warrant liabilities | 5,392,700 | |
Total recurring fair value measurements | $ 6,538,845 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Roll-Forward of Changes for Financial Instruments Measured at Fair Value on a Recurring Basis | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Derivative Liabilities [Member] | |
Derivative Liabilities | |
Balance as of December 31, 2023 | $ 1,389,203 |
Initial fair value of derivative liabilities upon issuance | |
Loss on change in fair value of derivative liabilities | 612,462 |
Extinguishment of derivative liabilities upon conversion of convertible notes | (855,520) |
Balance as of March 31, 2024 | 1,146,145 |
Warrant Liability [Member] | |
Warrant Liabilities | |
Balance as of December 31, 2023 | |
Fair value of warrant liability upon issuance | 4,335,000 |
Loss on change in fair value of warrant liability | 1,902,200 |
Extinguishment of warrant liability upon exercise of prefunded warrants | (844,500) |
Balance as of March 31, 2024 | $ 5,392,700 |
Debt (Details)
Debt (Details) - USD ($) | 3 Months Ended | |||||
Mar. 27, 2024 | Mar. 04, 2024 | Feb. 11, 2024 | Aug. 11, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Debt [Line Items] | ||||||
Shares issued percentage | 20% | |||||
Aggregate principal amount | $ 3,125,000 | $ 1,437,500 | ||||
Outstanding principal increase rate | 20% | |||||
Gain (Loss) on Extinguishment of Debt | $ 421,875 | $ (421,875) | ||||
Promissory note percentage | 20% | |||||
Revenues total | $ 1,250,000 | |||||
Increase principal amount | $ 1,562,500 | |||||
Additional cash proceeds | $ 125,000 | |||||
Promissory Notes and Warrants [Member] | ||||||
Debt [Line Items] | ||||||
Total outstanding principal balance | $ 2,109,375 | |||||
Promissory Notes [Member] | ||||||
Debt [Line Items] | ||||||
Shares issued percentage | 20% | |||||
Private Placement [Member] | ||||||
Debt [Line Items] | ||||||
Net cash proceeds | $ 999,900 | |||||
Outstanding principal balance | 1,244,363 | |||||
Net of debt discounts | $ 318,137 |
Shareholders_ Deficit (Details)
Shareholders’ Deficit (Details) - USD ($) | 3 Months Ended | |||||
Feb. 14, 2024 | Feb. 13, 2024 | Feb. 09, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Shareholders’ Deficit [Line Items] | ||||||
Net proceeds (in Dollars) | $ 4,335,000 | |||||
Common shares issued | 386,857 | |||||
Convertible promissory note (in Dollars) | $ 405,673 | |||||
Issued common shares | 131,572 | |||||
Weighted average price common shares percentage | 80% | |||||
Aggregate of shares | 1,058,040 | |||||
Volatility percentage | 100% | |||||
Warrants price per share (in Dollars per share) | $ 1 | $ 2.69 | ||||
Weighted average remaining contractual life | 11 months 1 day | |||||
Intrinsic value (in Dollars) | $ 5,394,822 | |||||
Black-Scholes Pricing Model [Member] | ||||||
Shareholders’ Deficit [Line Items] | ||||||
Dividend amount (in Dollars) | $ 1,000 | |||||
Black-Scholes Option [Member] | ||||||
Shareholders’ Deficit [Line Items] | ||||||
Dividend yield | 0% | |||||
Expected volatility | 149.05% | |||||
Weighted average risk-free interest rate | 4.86% | |||||
Expected life | 1 year | |||||
Per share (in Dollars per share) | $ 1.95 | |||||
Exercise price (in Dollars per share) | $ 0.01 | |||||
Warrants [Member] | ||||||
Shareholders’ Deficit [Line Items] | ||||||
Purchase of common shares | 3,174,063 | |||||
Offering price per share (in Dollars per share) | $ 0.01 | |||||
Series A Senior Convertible Preferred Shares [Member] | ||||||
Shareholders’ Deficit [Line Items] | ||||||
Dividend amount (in Dollars) | $ 119,492 | |||||
Convertible preferred shares (in Dollars) | $ 130,968 | |||||
Issuance of common shares | 121,743 | |||||
Aggregate of shares | 181,212 | |||||
Preferred shares issued | 45,455 | 226,667 | ||||
Preferred shares outstanding | 45,455 | 226,667 | ||||
Series B Senior Convertible Preferred Shares [Member] | ||||||
Shareholders’ Deficit [Line Items] | ||||||
Dividend amount (in Dollars) | $ 2,976 | |||||
Convertible preferred shares (in Dollars) | $ 13,299 | |||||
Issuance of common shares | 9,829 | |||||
Aggregate of shares | 80,110 | |||||
Preferred shares issued | 11,457 | 91,567 | ||||
Preferred shares outstanding | 11,457 | 91,567 | ||||
Common shares | 80,110 | |||||
Common Stock [Member] | ||||||
Shareholders’ Deficit [Line Items] | ||||||
Aggregate of common shares | 1,825,937 | 1,825,937 | ||||
Purchase of common shares | 3,174,063 | |||||
Offering price per share (in Dollars per share) | $ 1 | |||||
Pre-funded warrant per share (in Dollars per share) | $ 0.99 | |||||
Gross proceeds (in Dollars) | $ 5,000,000 | |||||
Percentage of transaction fees | 8% | |||||
Net proceeds (in Dollars) | $ 4,335,000 | |||||
Exercise of purefunded warrants | 505,000 | 614 | ||||
Common shares issued | 386,857 | |||||
Common Stock [Member] | Series A Senior Convertible Preferred Shares [Member] | ||||||
Shareholders’ Deficit [Line Items] | ||||||
Aggregate of shares | 474,856 | |||||
Common Stock [Member] | Series B Senior Convertible Preferred Shares [Member] | ||||||
Shareholders’ Deficit [Line Items] | ||||||
Aggregate of shares | 254,363 | |||||
Preferred Stock [Member] | ||||||
Shareholders’ Deficit [Line Items] | ||||||
Dividend amount (in Dollars) | $ 144,267 | |||||
Preferred Stock [Member] | Series A Senior Convertible Preferred Shares [Member] | ||||||
Shareholders’ Deficit [Line Items] | ||||||
Aggregate of shares | 181,212 | |||||
Aggregate of shares | 474,856 | |||||
Preferred Stock [Member] | Series B Senior Convertible Preferred Shares [Member] | ||||||
Shareholders’ Deficit [Line Items] | ||||||
Aggregate of shares | 254,363 |
Shareholders_ Deficit (Detail_2
Shareholders’ Deficit (Details) - Schedule of Warrants Outstanding | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Warrants [Member] | |
Schedule of Warrants Outstanding [Line Items] | |
Warrants, Outstanding Beginning | shares | 135,615 |
Warrants, Granted | shares | 3,174,063 |
Warrants, Exercised | shares | (505,000) |
Warrants, Outstanding Ending | shares | 2,804,678 |
Warrants, Exercisable | shares | 2,804,678 |
Weighted- Average Exercise Price [Member] | |
Schedule of Warrants Outstanding [Line Items] | |
Weighted- Average Exercise Price, Outstanding Beginning | $ / shares | $ 33.86 |
Weighted- Average Exercise Price, Granted | $ / shares | 0.01 |
Weighted- Average Exercise Price, Exercised | $ / shares | (0.01) |
Weighted- Average Exercise Price, Outstanding Ending | $ / shares | 1.64 |
Weighted- Average Exercise Price, Exercisable | $ / shares | $ 1.64 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 3 Months Ended | ||||
May 09, 2024 | Apr. 11, 2024 | Mar. 27, 2024 | Mar. 31, 2024 | Feb. 14, 2024 | |
Subsequent Events [Line Items] | |||||
Principal amount (in Dollars) | $ 1,562,500 | ||||
Conversion price percentage | 90% | ||||
Exercise price per share (in Dollars per share) | $ 2.69 | $ 1 | |||
Excess of common shares (in Shares) | 1,058,040 | ||||
Common shares outstanding percentage | 19.99% | ||||
Excess percentage | 9.99% | ||||
Aggregate subscription | 1% | ||||
Aggregate cap percentage | 10% | ||||
Interest payable per annum | 18% | ||||
Private placement pursuant and received, description | Spartan Capital Securities, LLC acted as placement agent in connection with the private placement and received a warrant for the purchase of a number of common shares equal to eight percent (8%) of the number common shares initially issuable upon conversion of the note and exercise of the warrant at an exercise price of $2.959 per share (subject to adjustment), which is exercisable at any time on or after the date that is the six months after the date of issuance and until the fifth anniversary thereof | ||||
Subsequent Event [Member] | |||||
Subsequent Events [Line Items] | |||||
Promissory notes percentage | 20% | ||||
Maturity date | Jul. 10, 2024 | ||||
Amendment fee percentage | 20% | ||||
Original issue discount | 20% | ||||
Principal amount (in Dollars) | $ 625,000 | ||||
Principal amount (in Dollars) | $ 500,000 | ||||
Outstanding principal amount percentage | 100% | ||||
Subsequent Event [Member] | Warrant [Member] | |||||
Subsequent Events [Line Items] | |||||
Purchase price (in Dollars) | $ 92,937 | ||||
Minimum [Member] | Subsequent Event [Member] | |||||
Subsequent Events [Line Items] | |||||
Interest at a rate | 12% | ||||
Maximum [Member] | Subsequent Event [Member] | |||||
Subsequent Events [Line Items] | |||||
Interest at a rate | 16% | ||||
Common Stock [Member] | |||||
Subsequent Events [Line Items] | |||||
Excess percentage | 4.99% | ||||
Private Placement [Member] | |||||
Subsequent Events [Line Items] | |||||
Conversion price per share (in Dollars per share) | $ 0.01 | ||||
Private Placement [Member] | Subsequent Event [Member] | |||||
Subsequent Events [Line Items] | |||||
Purchase price (in Dollars) | $ 500,000 |