Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 28, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-38861 | ||
Entity Registrant Name | GUARDION HEALTH SCIENCES, INC. | ||
Entity Central Index Key | 0001642375 | ||
Entity Tax Identification Number | 47-4428421 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 2925 Richmond Avenue | ||
Entity Address, Address Line Two | Suite 1200 | ||
Entity Address, City or Town | Houston | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 77098 | ||
City Area Code | 800 | ||
Local Phone Number | 873-5141 | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Trading Symbol | GHSI | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 9.2 | ||
Entity Common Stock, Shares Outstanding | 1,267,340 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement relating to its 2023 annual meeting of stockholders (the “2023 Proxy Statement”) are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The 2023 Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 572 | ||
Auditor Name | Weinberg & Company, P.A | ||
Auditor Location | Los Angeles, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 10,655,490 | $ 4,093,927 |
Restricted cash | 5,250,000 | |
Short-term investments | 4,995,623 | |
Accounts receivable, net | 1,924,353 | 1,411,567 |
Inventories, net | 3,119,421 | 367,691 |
Prepaid expenses and other assets | 687,933 | 1,200,376 |
Total current assets | 21,637,197 | 12,069,184 |
Property and equipment, net | 48,871 | 111,378 |
Intangible assets, net | 11,255,833 | |
Operating lease right-of-use asset, net | 24,257 | |
Total assets | 21,686,068 | 23,460,652 |
Current liabilities | ||
Accounts payable | 1,518,052 | 241,347 |
Accrued expenses | 558,287 | 895,477 |
Operating lease liability - current | 3,807 | 22,221 |
Warrant derivative liability – current | 1,931,400 | |
Total current liabilities | 4,011,546 | 1,159,045 |
Warrant derivative liability – long-term | 4,506,600 | |
Operating lease liability – long-term | 3,807 | |
Total liabilities | 8,518,146 | 1,162,852 |
Commitments and contingencies | ||
Redeemable preferred stock | ||
Total redeemable preferred stock | 5,250,000 | |
Stockholders’ equity | ||
Preferred stock, $0.001 par value, 10,000,000 shares authorized | ||
Common stock, $0.001 par value; 250,000,000 shares authorized; 1,267,340 and 488,539 shares issued and outstanding at December 31, 2022 and December 31, 2021 | 1,267 | 489 |
Additional paid-in capital | 101,640,955 | 101,099,383 |
Accumulated deficit | (93,724,300) | (78,802,072) |
Total stockholders’ equity | 7,917,922 | 22,297,800 |
Total liabilities, redeemable preferred stock, and stockholders’ equity | 21,686,068 | 23,460,652 |
Series C Convertible Redeemable Preferred Stock [Member] | ||
Redeemable preferred stock | ||
Total redeemable preferred stock | 5,197,500 | |
Series D Redeemable Preferred Stock [Member] | ||
Redeemable preferred stock | ||
Total redeemable preferred stock | $ 52,500 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 1,267,340 | 488,539 |
Common stock, shares outstanding | 1,267,340 | 488,539 |
Series C Convertible Redeemable Preferred Stock [Member] | ||
Preferred stock, shares issued | 495,000 | 495,000 |
Preferred stock, shares outstanding | 495,000 | 495,000 |
Series D Redeemable Preferred Stock [Member] | ||
Preferred stock, shares issued | 5,000 | 5,000 |
Preferred stock, shares outstanding | 5,000 | 5,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | ||
Total revenue | $ 11,049,772 | $ 7,233,118 |
Cost of goods sold | ||
Total cost of goods sold | 6,529,385 | 4,122,684 |
Gross profit | 4,520,387 | 3,110,434 |
Operating expenses | ||
Research and development | 193,800 | 64,358 |
Sales and marketing | 2,069,660 | 2,324,569 |
General and administrative | 9,577,987 | 11,204,885 |
Impairment of intangible assets | 10,065,833 | |
Impairment of goodwill | 11,893,134 | |
Transaction costs related to acquisition | 2,103,680 | |
Impairment of right-of-use asset | 24,257 | |
Loss on lease termination | 106,477 | |
Loss on disposal of fixed assets | 9,448 | 160,137 |
Total operating expenses | 21,940,985 | 27,857,240 |
Loss from operations | (17,420,598) | (24,746,806) |
Other income/(expense): | ||
Gain on change in fair value of warrant derivative liability | 2,345,800 | |
Interest income, net | 152,570 | 1,797 |
Total other income (expense) | 2,498,370 | 1,797 |
Net loss | (14,922,228) | (24,745,009) |
Preferred stock deemed dividend | 941,585 | |
Net loss available to common stockholders | $ (15,863,813) | $ (24,745,009) |
Net loss per common share – basic and diluted | $ (14.15) | $ (52.23) |
Weighted average common shares outstanding – basic and diluted | 1,121,000 | 473,772 |
Clinical Nutrition [Member] | ||
Revenue | ||
Total revenue | $ 11,031,053 | $ 6,952,359 |
Cost of goods sold | ||
Total cost of goods sold | 6,529,385 | 3,838,990 |
Other [Member] | ||
Revenue | ||
Total revenue | 18,719 | 280,758 |
Cost of goods sold | ||
Total cost of goods sold | $ 283,694 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 303 | $ 62,598,291 | $ (54,083,328) | $ 8,515,266 |
Beginning Balance, shares at Dec. 31, 2020 | 303,413 | |||
Cumulative effect adjustment from the impact of adoption of Accounting Standards Update (ASU) 2020-06 related to warrants (See Notes 2 and 8) | 26,265 | 26,265 | ||
Common stock issued for cash, net of offering costs | $ 152 | 33,662,444 | 33,662,596 | |
Common stock issued for cash, net of offering costs, shares | 152,173 | |||
Common stock issued upon exercise of warrants | $ 33 | 3,568,382 | 3,568,415 | |
Common stock issued upon exercise of warrants, shares | 32,953 | |||
Fair value of vested stock options | 600,887 | 600,887 | ||
Fair value of vested restricted stock | 669,379 | 669,379 | ||
Net Loss | (24,745,009) | (24,745,009) | ||
Preferred stock deemed dividend | ||||
Ending balance, value at Dec. 31, 2021 | $ 489 | 101,099,383 | (78,802,072) | 22,297,800 |
Ending Balance, shares at Dec. 31, 2021 | 488,539 | |||
Net Loss | (5,300,987) | |||
Ending balance, value at Mar. 31, 2022 | 18,327,820 | |||
Beginning balance, value at Dec. 31, 2021 | $ 489 | 101,099,383 | (78,802,072) | 22,297,800 |
Beginning Balance, shares at Dec. 31, 2021 | 488,539 | |||
Net Loss | (1,645,350) | |||
Ending balance, value at Jun. 30, 2022 | 22,032,849 | |||
Beginning balance, value at Dec. 31, 2021 | $ 489 | 101,099,383 | (78,802,072) | 22,297,800 |
Beginning Balance, shares at Dec. 31, 2021 | 488,539 | |||
Net Loss | (2,468,262) | |||
Ending balance, value at Sep. 30, 2022 | 21,259,486 | |||
Beginning balance, value at Dec. 31, 2021 | $ 489 | 101,099,383 | (78,802,072) | 22,297,800 |
Beginning Balance, shares at Dec. 31, 2021 | 488,539 | |||
Common stock issued for cash, net of offering costs | $ 651 | 8,834,247 | 8,834,898 | |
Common stock issued for cash, net of offering costs, shares | 651,000 | |||
Common stock issued upon exercise of warrants | $ 89 | 1,133,951 | 1,134,040 | |
Common stock issued upon exercise of warrants, shares | 89,000 | |||
Fair value of vested stock options | 225,564 | 225,564 | ||
Net Loss | (14,922,228) | (14,922,228) | ||
Recognition of fair value of warrant derivative liabilities issued in connection with issuance of common stock | (8,783,800) | (8,783,800) | ||
Preferred stock deemed dividend | (941,585) | (941,585) | ||
Issuance of common stock for services | 82,266 | 82,266 | ||
Issuance of common stock – vested restricted stock units | $ 4 | (4) | ||
Issuance of common stock vested restricted stock units, shares | 4,220 | |||
Repurchase of common stock to cover income tax withholding on vested restricted stock units | $ (1) | (9,032) | (9,033) | |
Repurchase of common stock to cover income tax withholding on vested restricted stock units, shares | (743) | |||
Shares issued in connection with reverse split due to rounding | $ 35 | (35) | ||
Shares issued in connection to reverse split due to rounding,shares | 35,324 | |||
Ending balance, value at Dec. 31, 2022 | $ 1,267 | $ 101,640,955 | $ (93,724,300) | 7,917,922 |
Ending Balance, shares at Dec. 31, 2022 | 1,267,340 | |||
Beginning balance, value at Mar. 31, 2022 | 18,327,820 | |||
Net Loss | 3,655,637 | |||
Ending balance, value at Jun. 30, 2022 | 22,032,849 | |||
Net Loss | (822,912) | |||
Ending balance, value at Sep. 30, 2022 | $ 21,259,486 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Activities | ||
Net loss | $ (14,922,228) | $ (24,745,009) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,248,789 | 782,920 |
Impairment of intangible assets | 10,065,833 | |
Impairment of goodwill | 11,893,134 | |
Loss on lease termination, net | 24,257 | 106,477 |
Loss on disposal of property and equipment | 9,448 | 160,137 |
Allowance for accounts receivable | 1,996 | 20,695 |
Inventory write-down | 55,609 | 179,222 |
Operating lease right-of-use asset | 124,628 | |
Fair value of vested stock options | 225,564 | 600,887 |
Fair value of common stock issued for services | 82,266 | 669,379 |
Gain on change in fair value of warrant derivative liability | (2,345,800) | |
(Increase)/decrease: | ||
Accounts receivable | (94,286) | 378,681 |
Inventories | (2,807,339) | 451,122 |
Prepaid expenses and other | 91,946 | (971,420) |
Increase/(decrease): | ||
Accounts payable | 1,276,545 | (680,697) |
Accrued expenses | (337,190) | 768,127 |
Operating lease liability | (22,222) | (233,741) |
Payable to former officer | (148,958) | |
Net cash used in operating activities | (7,446,812) | (10,644,416) |
Investing Activities | ||
Purchase of property and equipment | (5,569) | (74,592) |
Purchase of U.S. Treasury Bills | (77,591,741) | (70,952,562) |
Sale of U.S. Treasury Bills | 82,587,364 | 65,956,939 |
Cash paid for acquisition, net of cash acquired | (25,941,186) | |
Net cash provided by (used in) investing activities | 4,990,054 | (31,011,401) |
Financing Activities | ||
Proceeds from sale of common stock, net | 8,834,899 | 33,662,597 |
Proceeds from sale of preferred stock, net | 4,308,415 | |
Proceeds from exercise of warrants | 1,134,040 | 3,568,415 |
Repurchase of common stock to cover tax withholding on restricted stock units | (9,033) | |
Net cash provided by financing activities | 14,268,321 | 37,231,012 |
Cash and cash equivalents and restricted cash: | ||
Net increase (decrease) | 11,811,563 | (4,424,805) |
Balance at beginning of period | 4,093,927 | 8,518,732 |
Balance at end of period | 15,905,490 | 4,093,927 |
Supplemental disclosure of cash flow information: | ||
Interest | ||
Income taxes | ||
Non-cash financing activities: | ||
To adjust warrant liability for adoption of ASU 2020-06 | 26,265 | |
Initial fair value of warrant derivative liabilities recognized in connection with issuance of common stock in February 2022 | $ 8,783,800 |
Organization and Business and B
Organization and Business and Business Operations | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business and Business Operations | 1. Organization and Business and Business Operations Business Guardion Health Sciences, Inc. (the “Company”) is a clinical nutrition company that develops and distributes clinically supported nutrition, medical foods and dietary supplements. The Company offers a portfolio of science-based, clinically supported products and devices designed to support healthcare professionals and providers, and their patients and consumers. In June 2021, the Company acquired Activ Nutritional, LLC (“Activ”), the owner and distributor of the Viactiv® line of supplements for bone health and other applications (see Note 3). The Company was formed in 2009 as a California limited liability company under the name P4L Health Sciences, LLC, and in 2015 converted from a California limited liability company to a Delaware corporation, changing its name from Guardion Health Sciences, LLC to Guardion Health Sciences, Inc. Liquidity The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. For the year ended December 31, 2022, the Company incurred a net loss of $ 14,922,228 7,446,812 Notwithstanding the net loss for 2022, management concluded that the Company will have adequate unrestricted cash available from the Company’s cash and cash equivalents balance of $ 10,655,490 The amount and timing of future cash requirements will depend, in part, on the Company’s ability to ultimately achieve operating profitability. The Company expects to continue to incur net losses and negative operating cash flows in the near-term and will continue to incur significant expenses for the development, commercialization and distribution of its clinical nutrition products (including the Viactiv® product line), the development and commercialization of its diagnostics equipment, and the successful development and commercialization of any new products or product lines. The Company may also utilize cash to fund additional acquisitions. The Company may seek to raise additional debt and/or equity capital to fund future operations, but there can be no assurances that the Company will be able to secure such additional financing in the amounts necessary to fully fund its operating requirements on acceptable terms or at all. Over time, if the Company is unable to access sufficient capital resources on a timely basis, the Company may be forced to reduce or discontinue its technology and product development programs and curtail or cease operations. COVID-19 and Inflation COVID-19 and Supply Disruptions Inflation. Nasdaq Notice and Reverse Stock Split On January 25, 2022, the Company received a written notice from the Nasdaq Stock Market LLC (“Nasdaq”) that the Company had not been in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for a period of 30 consecutive business days. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum closing bid price of $ 1.00 In accordance with Nasdaq Listing Rule 5810(3)(A), the Company was provided a compliance period of 180 calendar days from the date of the notice, or until July 25, 2022, to regain compliance with the $1.00 minimum bid price requirement. The Company did not regain compliance during the compliance period ended July 25, 2022. Accordingly, the Company requested that Nasdaq grant the Company a second 180 calendar day period to regain compliance. On July 26, 2022, the Company received a written notice from Nasdaq that the Company was granted a second 180 calendar day period, or until January 23, 2023, to regain compliance with the $ 1.00 Previously, at the Company’s Annual Meeting of Stockholders (“Annual Meeting”) held on June 16, 2022, the proposal to grant discretionary authority to the Company’s Board of Directors to amend the Company’s Certificate of Incorporation, as amended, to combine outstanding shares of the Company’s common stock into a lesser number of outstanding shares at a specific ratio within a range of no split to a maximum of a 1-for-30 1.00 We held a special meeting of stockholders on January 5, 2023 (the “Meeting”). At the Meeting, the Company’s stockholders approved a proposal to amend the Company’s Certificate of Incorporation to effect a reverse split of the Company’s outstanding shares of common stock, par value $ 0.001 1-for-100 On January 5, 2023, the board of directors approved a one-for-fifty (1-for-50) reverse split of the Company’s issued and outstanding shares of common stock When the 2023 Reverse Stock Split became effective, every 50 shares of the Company’s issued and outstanding common stock were automatically combined, converted and changed into 1 share of the Company’s common stock , without any change in the number of authorized shares or the par value per share. In addition, a proportionate adjustment will be made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options, restricted stock units and warrants to purchase shares of common stock and the number of shares reserved for issuance pursuant to the Company’s equity incentive compensation plans. Any fraction of a share of common stock that would be created as a result of the 2023 Reverse Stock Split was rounded up to the next whole share. The Company’s common stock will continue to trade on the Nasdaq Stock Market LLC under the existing symbol “GHSI”, but the security has been assigned a new CUSIP number (40145Q500). On January 24, 2023, Guardion Health Sciences, Inc. (the “Company”) received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) stating that because the Company’s common stock had a closing bid price at or above $1.00 per share for a minimum of 10 consecutive trading days, the Company had regained compliance with the minimum bid price requirement of $1.00 per share for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company previously had two During the fourth quarter of 2021, the Company announced it would be winding down the Medical Devices Segment, which accounted for approximately 4% of revenue in 2021 one Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Activ Nutrititionals, Inc., VectorVision Ocular Health, Inc., NutriGuard Formulations, Inc., and Transcranial Doppler Solutions, Inc. All intercompany balances and transactions have been eliminated in consolidation. Reverse Stock Splits On March 1, 2021, following stockholder and board approval, the Company effectuated a 1-for-6 reverse split On January 6, 2023, the Company filed a Certificate of Amendment to its Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to effectuate the one-for-fifty (1:50) 2023 Reverse Stock Split of its common stock without any change to its par value (see Note 1). The authorized number of shares of common stock were not affected by the reverse stock split. The Company issued 35,281 Accordingly, all common shares, stock options, stock warrants and per share amounts in these consolidated financial statements have been adjusted retroactively to reflect the reverse stock splits as if the splits occurred at the beginning of the earliest period presented in this Annual Report. Use of Estimates The preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates. On an ongoing basis, management reviews its estimates and if deemed appropriate, those estimates are adjusted. Significant estimates include those related to assumptions used in valuing inventories at net realizable value, assumptions used in valuing assets acquired in business acquisitions, impairment testing of goodwill and other long-term assets, assumptions used in valuing stock-based compensation, the valuation allowance for deferred tax assets, accruals for potential liabilities, and assumptions used in the determination of the Company’s liquidity. Actual results could differ from those estimates. Revenue Recognition The Company recognizes revenue in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers Revenue and costs of sales are recognized when control of the products transfers to our customer, which generally occurs upon delivery to the customer. The Company’s performance obligations are satisfied at that time. The Company does not have any significant contracts with customers requiring performance beyond delivery, and contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised service to the customer. All products sold by the Company are distinct individual products and are offered for sale as finished goods only, and there are no performance obligations required post-shipment for customers to derive the expected value from them. Contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised service to the customer. Historically the Company has not experienced any significant payment delays from customers. In certain circumstances, returns of products are allowed. A right of return does not represent a separate performance obligation, but because customers are allowed to return products, the consideration to which the Company expects to be entitled is variable. Upon evaluation of historical product returns, the Company determined it is probable that such returns will not cause a significant reversal of revenue in the future. Due to the insignificant amount of historical returns, as well as the standalone nature of the Company’s products and assessment of performance obligations and transaction pricing for the Company’s sales contracts, the Company does not currently maintain a contract asset or liability balance at this time. The Company assesses its contracts and the reasonableness of its conclusions on a quarterly basis. Revenue by product: Schedule of Revenues by Product 2022 2021 Years Ended December 31, 2022 2021 Clinical Nutrition $ 11,031,053 $ 6,952,359 Other 18,719 280,758 Revenue $ 11,049,772 $ 7,233,118 The Company’s revenues earned during the years ended December 31, 2022 and 2021, are derived primarily from retail customers in North America. Revenues by geographical areas: Schedule of Revenue by Geographical Area 2022 2021 Years Ended December 31, 2022 2021 North America $ 11,030,873 $ 7,052,645 Asia - 158,738 Europe and Other 18,899 21,735 Total revenue $ 11,049,772 $ 7,233,118 Third-Party Outsourcing The Company derives substantially all of its revenue from the sale of products using a third-party fulfillment center to provide order processing and sales fulfillment, customer invoicing and collections, and product warehousing. Substantially all of the Company’s products are shipped through the third-party fulfillment center to the customer. Shipping charges to customers are included in revenues. In addition, the Company uses the third-party fulfillment center to provide sales and inventory management, and marketing and promotional services. The Company outsources the production of substantially all of its products with a third-party that manufactures and packages the finished products under a product supply agreement. Costs incurred related to third-party outsourcing, which includes manufacturing, order processing and fulfillment, customer invoicing, collections and warehousing, were $ 9,135,351 3,398,629 Cost of Goods Sold Cost of goods sold is comprised of the costs for third-party contract manufacturing, packaging, manufacturing fees, and in-bound freight charges. Shipping Costs Shipping costs associated with product distribution after manufacture are included as part of cost of goods sold. Shipping and handling expense totaled $ 802,958 338,829 Cash and cash equivalents Cash and cash equivalents consist of funds deposited with BMO Harris Bank(“BMO”), a major established high quality financial institution in short-term (original maturity of generally 60 days or less) liquid investments in money market deposit accounts. Cash equivalents are classified as Level 1 in the GAAP valuation hierarchy and are valued using the net asset value (“NAV”) per share of the money market fund. The Company has an overnight investment feature established with BMO whereby the Company’s cash is swept into a Money Market Mutual Fund managed by Goldman Sachs Asset Management. This fund invests solely in high quality U.S. government issued securities. As of December 31, 2022, $ 10,655,490 The Company’s policy is to maintain its cash balances with financial institutions with high credit ratings and in accounts insured by the FDIC and/or the Securities Investor Protection Corporation (the “SIPC”). The Company periodically has cash balances in financial institutions in excess of the FDIC and SIPC insurance limits of $ 250,000 500,000 Restricted Cash At December 31, 2022, $ 5,250,000 Investments Short-term investments held by the Company as of December 31, 2021 consisted of a U.S. Treasury Bill, which was classified as held-to-maturity. The Company’s U.S. Treasury Bill matured approximately 30 days from the date of the purchase. Unrealized gains and losses were not material. As of December 31, 2021, the carrying value of the Company’s U.S. Treasury Bill approximates its fair value due to its short-term maturity. As of December 31, 2022, the Company held no short-term investments. Accounts Receivable Accounts receivable are recorded at the invoiced amounts. Management evaluates the collectability of its trade accounts receivable and determines an allowance for doubtful accounts based on historical write-offs, known or expected trends, and the identification of specific balances deemed uncollectible based on a customer’s financial condition, credit history and the current economic conditions. At December 31, 2022 and 2021, the allowance for doubtful accounts was $ 1,996 20,695 Inventories Inventories are stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out (“FIFO”) basis. The Company records adjustments to its inventory for estimated obsolescence or diminution in net realizable value equal to the difference between the cost of the inventory and the estimated net realizable value. When evidence exists that the net realizable value of inventory is lower than its cost, the difference is recognized as a loss in the period in which it occurs. Once inventory has been written down, it creates a new cost basis for inventory that may not subsequently written up. For the years ended December 31, 2022 and 2021, the Company wrote-down inventories of $ 55,609 179,222 Property and Equipment Property and equipment are recorded at cost less accumulated depreciation. Additions, improvements, and major renewals or replacements that substantially extend the useful life of an asset are capitalized. Repairs and maintenance expenditures are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, which range from three seven years Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value at that time. At December 31, 2022 and 2021, management determined there were no impairments of the Company’s property and equipment. Business Combinations The Company accounts for its business combinations using the acquisition method of accounting where the purchase consideration is allocated to the tangible and intangible assets acquired, and liabilities assumed, based on their respective fair values as of the acquisition date. The excess of the fair value of the purchase consideration over the estimated fair values of the net assets acquired is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Critical estimates in valuing intangible assets include, but are not limited to, expected future cash flows, which includes consideration of future growth and margins, future changes in technology, brand awareness and discount rates. Fair value estimates are based on the assumptions that management believes a market participant would use in pricing the asset or liability. Intangible Assets The Company’s amortizable finite-lived identifiable intangible assets consisted of a trade name and customer relationships acquired in the acquisition of Activ, effective June 1, 2021 (See Note 3), and were stated at cost less accumulated amortization. The trade name and customer relationships were being amortized over a period of 10 50,000 10,065,833 Goodwill The Company tests goodwill for impairment annually on December 31, or more frequently if a triggering event occurs and it updates its test with information that becomes available through the end of the period reported. Goodwill impairment exists when the fair value of goodwill is less than its carrying value. The Company is its sole reporting unit. During the fourth quarter of 2021, the Company experienced a sustained decrease in its share price, and as of December 31, 2021, the Company’s market capitalization was below the carrying value of the Company’s net assets. Management concluded that this was an impairment triggering event and concluded that there was goodwill impairment of $ 11,893,134 no Leases The Company determines whether a contract is, or contains, a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at lease commencement in determining the present value of unpaid lease payments. Redeemable Preferred Stock Preferred shares subject to mandatory redemption are classified as liability instruments and are measured at fair value. The Company classifies conditionally redeemable preferred shares, which includes preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control, as temporary equity (“mezzanine”) until such time as the conditions are removed or lapse. Accounting for Warrants The Company evaluates all of its financial instruments, including issued warrants, to determine if such instruments are liability classified, pursuant to ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging The Company determined that the warrants issued in connection with the February 2022 securities offering do not meet the criteria for equity classification and must be recorded as liabilities. Liability classified warrants are measured at fair value at inception and at each reporting date, with changes in fair value recognized in the statements of operations in the period of change. Advertising Costs Advertising costs are expensed as incurred and are included in sales and marketing expense. Advertising costs aggregated approximately $ 1,618,199 161,833 Research and Development Costs Research and development costs consist primarily of fees paid to consultants and outside service providers, and other expenses relating to the acquisition, design, development and testing of the Company’s Clinical Nutrition products. Research and development costs totaled $ 193,800 64,358 Patent Costs The Company is the owner of four issued domestic patents, one granted patent in Canada, one granted in China, one pending patent application in Hong Kong, two granted patents in Japan and one granted patent in South Korea. Due to the significant uncertainty associated with the successful development of one or more commercially viable products based on the Company’s research efforts and any related patent applications, patent costs, including patent-related legal fees, filing fees and internally generated costs, are expensed as incurred. During the years ended December 31, 2022, and 2021, patent costs were approximately $ 61,246 67,681 Stock-Based Compensation The Company periodically issues stock options and restricted stock awards to employees and non-employees in non-capital raising transactions for services and for financing costs. Stock option grants, which are generally time or performance vested, are measured at the grant date fair value and depending on the conditions associated with the vesting of the award, compensation cost is recognized on a straight-line or graded basis over the vesting period. Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash for the services. The fair value of stock options granted is estimated using the Black-Scholes option-pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life, and future dividends. The assumptions used in the Black-Scholes option pricing model could materially affect compensation expense recorded in future periods. Income Taxes The Company uses an asset and liability approach for accounting and reporting for income taxes that allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. Loss per Common Share Basic loss per share is computed by dividing net loss by the weighted-average common shares outstanding during a period. Diluted earnings per share is computed based on the weighted-average common shares outstanding plus the effect of dilutive potential common shares outstanding during the period calculated using the treasury stock method. Dilutive potential common shares include shares from unexercised warrants and options. Potential common share equivalents have been excluded where their inclusion would be anti-dilutive. The Company’s basic and diluted net loss per share is the same for all periods presented because all shares issuable upon exercise of warrants and options are anti-dilutive. The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share: Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share 2022 2021 December 31, 2022 2021 Warrants 1,526,701 9,701 Series C convertible redeemable preferred stock - - Options 13,294 10,838 Unvested restricted common stock 667 4,053 Anti-dilutive securities 1,540,662 24,592 Fair Value of Financial Instruments Accounting standards require certain assets and liabilities be reported at fair value in the financial statements and provide a framework for establishing that fair value. Fair value is defined as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which it transacts and considers assumptions that market participants would use when pricing the asset or liability. The framework for determining fair value is based on a hierarchy that prioritizes the inputs and valuation techniques used to measure fair value: Level 1 – Level 2 – Level 3 – The Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end. The following table sets forth by level, within the fair value hierarchy, the Company’s assets and liabilities at fair value as of December 31, 2022 and 2021: Schedule of Assets and Liabilities at Fair Value December 31, 2022 Level 1 Level 2 Level 3 Total Assets $ - $ - $ - $ - Total assets $ - $ - $ - $ - Liabilities Warrant derivative liability $ - $ - $ 6,438,000 $ 6,438,000 Total liabilities $ - $ - $ 6,438,000 $ 6,438,000 December 31, 2021 Level 1 Level 2 Level 3 Total Assets U.S. Treasury securities $ 4,995,623 $ - $ - $ 4,995,623 Total assets $ 4,995,623 $ - $ - $ 4,995,623 Liabilities $ - $ - $ - $ - Total liabilities $ - $ - $ - $ - As of December 31, 2021, there was no warrant derivative liability. The following table provides a roll-forward of the warrant derivative liability measured at fair value on a recurring basis using unobservable level 3 inputs for the years ended December 31, 2022 as follows: Schedule of Warrant Derivative Liability 2022 Warrant derivative liability Balance as of beginning of period – December 31, 2021 $ - Fair value of warrant derivative liability recognized upon issuance of warrants in February 2022 8,783,800 Gain on change in fair value of warrant derivative liability (2,345,800 ) Balance as of end of period – December 31, 2022 $ 6,438,000 As of December 31, 2022, the Company’s outstanding warrants were treated as derivative liabilities and changes in the fair value were recognized in earnings. The estimated fair value of the warrants is determined using Level 3 inputs. Inherent in a binomial lattice model are assumptions related to expected probability of event occurrence, including stock splits, stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on the Company’s historical volatility. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the Company’s historical rate, which the Company anticipates remaining at zero. The Company believes the carrying amount of its financial instruments (consisting of cash, accounts receivable, and accounts payable and accrued liabilities) approximates fair value due to the short-term nature of such instruments. Segment Information Under ASC 280, Segment Reporting The Company previously had two reportable segments, a Clinical Nutrition Segment and a Medical Devices Segment. During the fourth quarter of 2021, the Company announced it would be winding down the Medical Devices Segment, which accounted for approximately 4 Concentrations Revenue. 57 49 , Accounts receivable 88 81 Purchases from vendors 48 70 Accounts payable . As of December 31, 2022, one vendor accounted for 88 46 Recent Accounting Pronouncements In September 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Credit Losses – Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The standard significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivables. The standard will replace today’s “incurred loss” approach with an “expected loss” model, under which companies will recognize allowances based on expected rather than incurred losses. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. As a smaller reporting company, ASU 2016-13 will be effective for the Company beginning January 1, 2023, with early adoption permitted. The Company is currently assessing the impact of adopting this standard on the Company’s financial statements and related disclosures. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”). ASU 2020-06 reduces the number of accounting models for convertible debt instruments by eliminating the cash conversion and beneficial conversion models. As a result, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost as long as no other features require bifurcation and recognition as derivatives. For contracts in an entity’s own equity, the type of contracts primarily affected by this update are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement conditions of the derivative scope exception. This update simplifies the related settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective January 1, 2024 for the Company and the provisions of this update can be adopted using either the modified retrospective method or a fully retrospective method. Early adoption is permitted, but no earlier than January 1, 2021. At December 31, 2020, the Company recorded a derivative liability of $ 25,978 10,417 25,978 25,978 In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains classified after modification or exchange as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. The Company adopted ASU 2021-04 effective January 1, 2022. The adoption of ASU 2021-04 did not have any impact on the Company’s consolidated financial statement presentation or disclosures. Other recent accounting pronouncements and guidance issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. |
Acquisition of Activ Nutritiona
Acquisition of Activ Nutritional, LLC | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition of Activ Nutritional, LLC | 3. Acquisition of Activ Nutritional, LLC On June 1, 2021, the Company completed the acquisition of Activ Nutritional LLC (“Activ”). The Company acquired all of the issued and outstanding equity of Activ from Adare Pharmaceuticals for $ 26,000,000 in cash, subject to certain adjustments. Activ owns the Viactiv® line of supplement chews for bone health, immune health and other applications which are currently marketed through many of the nation’s largest retailers, including, among others, Walmart (retail and online), Target and Amazon. The Viactiv product lines have become the Company’s most prominent product lines for the foreseeable future. The Company utilized the acquisition method of accounting for the acquisition in accordance with ASC 805, Business Combinations The following table summarizes the allocation of the fair value of the purchase consideration to the fair value of tangible assets, identifiable intangible assets, and assumed liabilities of Activ on the date of acquisition: Schedule of Fair Value of Assets Acquired and Liabilities Assumed Fair value of consideration: Purchase price, as adjusted, paid in cash $ 25,949,654 Allocation of the consideration to the fair value of assets acquired and liabilities assumed: Cash $ 8,468 Accounts receivable 1,799,695 Inventories 613,063 Prepaids 49,025 Accounts payable (313,731 ) Net tangible assets 2,156,520 Trade names and trademarks 9,200,000 Customer relationships 2,700,000 Net identifiable intangible assets 11,900,000 Goodwill 11,893,134 Fair value of net assets acquired $ 25,949,654 The Company consolidated Activ’s operations with the Company’s operations commencing June 1, 2021, the closing date of the transaction. The amount of revenue and net loss of Activ included in the Company’s consolidated statements of operations during the year ended December 31, 2021, was $ 6,473,000 868,000 During the year ended December 31, 2021, acquisition-related transaction costs (e.g., legal, due diligence, valuation, investment banking and other professional fees) of approximately $ 2,104,000 Pro Forma Information The following unaudited pro forma consolidated statement of operations for the year ended December 31, 2021 is presented as if the acquisition of Activ had occurred on January 1, 2020, after giving effect to certain pro forma adjustments. The pro forma results of operations are presented for informational purposes only and are not indicative of the results of operations that would have been achieved if the acquisition had actually been consummated on January 1, 2021. These results are prepared in accordance with ASC 606. Schedule of Pro Forma Finacial Information 2021 Revenue $ 12,765,911 Net loss $ (22,171,583 ) Net loss per share – basic and diluted $ ($47.00) |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | 4. Inventories Inventories consisted of the following: Schedule of Inventories 2022 2021 December 31, 2022 2021 Raw materials $ 49,637 $ 53,320 Finished goods 3,069,784 314,371 Inventories, net $ 3,119,421 $ 367,691 The Company’s inventories are stated at the lower of cost or net realizable value on a FIFO basis. For the years ended December 31, 2022 and 2021, the Company recorded inventory write-downs of $ 55,609 179,222 |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | 5. Property and Equipment, net Property and equipment consisted of the following: Schedule of Property and Equipment December 31, 2022 2021 Leasehold improvements $ - $ 4,898 Furniture and fixtures 110,016 129,696 Computer equipment and software 66,115 111,469 Office equipment - 1,642 176,131 247,705 Less accumulated depreciation and amortization (127,260 ) (136,327 ) $ 48,871 $ 111,378 Depreciation expense consisted of the following for the years ended December 31, 2022 and 2021, respectively: Schedule of Depreciation Expense Years Ended December 31, 2022 2021 Research and development expense $ - $ 38,106 Sales and marketing expense - 16,362 General and administrative expense 58,789 37,107 $ 58,789 $ 91,575 |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | 6. Goodwill and Intangible Assets, Net Intangible asset, net consisted of the following: Schedule of Intangible Assets 2022 2021 December 31, 2022 2021 Trade name $ - $ 9,200,000 Customer relationships - 2,700,000 Trademark - 50,000 Intangible assets, gross - 11,950,000 Less accumulated amortization - (694,167 ) Intangible assets, net $ - $ 11,255,833 In relation to the acquisition of Active in 2021 (see Note 3), the Company recorded trade names of $ 9,200,000 and customer relationships of $ 2,700,000 that were being amortized over their estimated useful lives of 10 years. For the year ended December 31, 2022, amortization was $ 1,190,000 , resulting in a balance of intangible assets, net of amortization, of $ 10,065,833 at December 31, 2022. On December 31, 2022, as a result of the widespread delays and disruptions in the supply chain impacting the global economic environment, coupled with, a decline in the Company’s market capitalization during 2022, the Company performed an impairment analysis of its intangible assets. In this analysis, the Company first evaluated the recoverability of its intangible assets by comparing the estimated future undiscounted cash flows of its intangible asset group to the carrying value of the asset group. The undiscounted cash flows were less than the intangible asset group’s carrying value. As such, the Company determined the asset group’s fair value to be nil and for the year ended December 31, 2022, recorded an impairment loss of $ 10,065,833 for the balance of the intangible assets. Goodwill: The changes in the carrying amount of goodwill are as follows: Schedule of Changes in Carrying Amount of Goodwill As of December 31, 2022 2021 Beginning balance: $ - $ - Acquisition (see Note 3) - 11,893,134 Impairment - (11,893,134 ) Ending balance: $ - $ - In relation to the acquisition of Active (see Note 3) in 2021, the Company recorded goodwill of $ 11,893,134 16 11,893,134 was written off as impaired during the fourth quarter of 2021. |
Operating Leases
Operating Leases | 12 Months Ended |
Dec. 31, 2022 | |
Operating Leases | |
Operating Leases | 7. Operating Leases In July, 2021, the Company entered into a month-to-month lease for its primary corporate office space located in Houston, Texas, with lease payments of approximately $ 2,200 As of December 31, 2022, the Company also leased a warehouse space in Ohio under an operating lease that expired in February 2023. At December 31, 2021, the balance of this lease’s operating lease right of use asset was $ 24,257 25,308 24,257 22,221 3,807 Lease cancellation in 2021 In October 2012, the Company entered into a lease for its corporate office and warehouse located in San Diego, California. The term of the lease, as amended, had a term through July 2023. On September 22, 2021, the Company entered into an agreement with the landlord to terminate the lease for this corporate office and warehouse space effective October 31, 2021. The Company had recorded a right of use asset of $ 269,706 10,470 282,226 108,527 106,477 During the years ended December 31, 2022 and 2021, lease expense totaled approximately $ 48,911 148,826 As of December 31, 2022, the weighted average remaining lease terms for operating leases are 0.17 3.9 Future minimum lease payments under the leases are as follows: Schedule of Lease Liability Year ending Operating Leases 2023 3,826 Total lease payments 3,826 Less: Imputed interest/present value discount (19 ) Present value of lease liabilities 3,807 Less Current portion (3,807 ) $ - |
Warrant Derivative Liability
Warrant Derivative Liability | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Warrant Derivative Liability | 8. Warrant Derivative Liability On February 18, 2022, the Company entered into a Securities Purchase Agreement with certain institutional investors, pursuant to which the Company issued and sold shares of the Company’s common stock and warrants to purchase shares of the Company’s common stock (the “February 2022 Offering” (see Note 10). Included in the February 2022 Offering were 740,000 18.50 740,000 18.50 The Series A Warrants and Series B Warrants contain certain anti-dilution provisions, including a down round provision. On November 29, 2022, the Company issued and sold shares of the Company’s Series C Convertible Redeemable Preferred Stock and Series D Redeemable Preferred Stock (see Note 9). The shares of Series C Preferred Stock are convertible at a conversion price of $ 7.88 18.50 7.88 In addition, the Series A Warrants and Series B Warrants contained a clause to adjust the exercise price, based on circumstances not considered to be within the Company’s control. The Company determined that the provision represented a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under ASC 815-40, and thus the Series A Warrants and Series B Warrants are not considered indexed to the Company’s own stock and not eligible for an exception from derivative accounting. Accordingly, the Series A and Series B warrants were classified as a derivative liability, with an initial fair value of $ 8,783,800 2,345,800 6,438,000 All changes in the fair value of the warrant liabilities are recognized as financing income (loss) in the Company’s consolidated statements of operations until they are either exercised or expire. Below are the specific assumptions utilized: Schedule of Warrant Derivative Liability Series A Warrants Series B Warrants At Recognition December 31, 2022 At Recognition December 31, 2022 Common stock market price $ 8.95 $ 7.26 $ 8.95 $ 7.26 Risk-free interest rate 1.89 % 4.11 % 1.37 % 4.75 % Expected dividend yield - - - - Expected term (in years) 5.00 4.15 1.50 0.65 Expected volatility 142.30 % 131.20 % 123.20 % 104.50 % In January 2023, in conjunction with the completion of the Company’s reverse stock split, the exercise price of the Series A and Series B warrants was adjusted to $ 7.55 721,500 On April 9, 2019, the Company issued 10,417 warrants (the “2019 Warrants”) with an exercise price of $ 30.00 per share to the underwriter in connection with the Company’s IPO. The Company accounted for these warrants as a derivative liability in the financial statements at June 30, 2019 because they were associated with the IPO, a registered offering, and the settlement provisions contained language that the shares underlying the warrants are required to be registered. At December 31, 2020, the fair value of the 2019 Warrants warrant liability was $ 25,978 . Effective January 1, 2021, the Company early adopted ASU 2020-06 using the modified retrospective approach. ASU 2020-06 removed the requirement to consider if the warrants would be settled in registered shares, and accordingly, the adoption of ASU 2020-06 resulted in a decrease to accumulated deficit of $ 25,978 and a decrease in derivative warrant liability of $ 25,978 on January 1, 2021. |
Redeemable Preferred Stock (Tem
Redeemable Preferred Stock (Temporary Equity) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Redeemable Preferred Stock (Temporary Equity) | 9. Redeemable Preferred Stock (Temporary Equity) On November 29, 2022, the Company issued and sold, in a private placement, 495,000 shares of the Company’s Series C Convertible Redeemable Preferred Stock (the “Series C Preferred Stock”), and 5,000 shares of the Company’s Series D Redeemable Preferred Stock (the “Series D Preferred Stock,” and together with the Series C Preferred Stock, the “Preferred Stock”), at an offering price of $ 9.50 per share, representing a 5% original issue discount (“OID) to the stated value of $ 10.00 per share, for gross proceeds of $ 4,750,000 4,308,415 The holders of the Preferred Stock have the right to require the Company to redeem their shares of preferred stock for cash at 105% of the stated value of such shares through February 27, 2023 which is 90 days from the issue date of the Preferred Stock. The Company has the option to redeem the Preferred Stock for cash at 105% of the stated value commencing after receipt of stockholder approval of the Reverse Split, subject to the rights of the holders of Series C Preferred Stock to convert their shares of Series C Preferred Stock into common stock prior to such redemption. The Company classifies the Preferred Stock outside of permanent equity (as temporary equity within the mezzanine section between liabilities and equity on the consolidated balance sheets) since the redemption of such shares is not solely within the Company’s contro 5,197,500 52,500 941,585 4,308,415 The shares of Series C Preferred Stock are convertible, at a conversion price of $ 7.88 per share (subject in certain circumstances to adjustments), into shares of the Company’s common stock, at the option of the holders and, in certain circumstances, by the Company. The conversion price can be adjusted pursuant to the Series C Preferred Stock Certificate of Designation for stock dividends and stock splits, subsequent rights offering, pro rata distributions of dividends or the occurrence of a fundamental transaction (as defined in the applicable Certificate of Designation). The Series C Preferred Stock had the right to vote on an amendment (the “Amendment”) to the Company’s Articles of Incorporation, as amended, to authorize a reverse split of the Common Stock on an as-converted to common stock basis. The shares of the Series D Preferred Stock are automatically voted in a manner that “mirrored” the proportions on which the shares of Common Stock (excluding any shares of Common Stock that were not voted) and Series C Preferred Stock are voted on the Amendment. The Certificates of Designation for the Preferred Stock provides that the Preferred Stock have no voting rights other than the right to vote on the Amendment and as a class on certain other specified matters, and, with respect to the Series D Certificate of Designation, the right to cast 1,000,000 votes per share of Series D Preferred Stock on the Reverse Stock Split proposal. The Amendment required the approval of the majority of the votes associated with the Company’s outstanding stock entitled to vote on the proposal. On January 5, 2023, the Amendment to authorize a reverse split of the Common Stock was approved at a special meeting of shareholders. Following the meeting, the board of directors approved a one-for-fifty (1-for-50) reverse split of the Company’s issued and outstanding shares of common stock The holders of Series C Preferred Stock are entitled to dividends, on an as-if converted basis, equal to dividends actually paid, if any, on shares of Common Stock. In connection with the offering, the Company and the investors entered into a Registration Rights Agreement, pursuant to which the Company is required to file a registration statement with the Securities and Exchange Commission to register for resale the shares that are issued upon the potential conversion of shares of Preferred Stock. The registration statement is to be filed with the Securities and Exchange Commission on or before the later of 10 calendar days following the date of the shareholder meeting held on January 5, 2023, and the 70 th As of December 31, 2022, Series A and Series B preferred shares reflected on the balance sheet is reconciled on the following table: Schedule of Preferred Stock Series C Series D Gross Proceeds $ 4,702,500 $ 47,500 Less: Preferred stock issuance costs (437,169 ) (4,416 ) Plus: Accretion of carrying value to redemption value 932,169 9,416 Preferred stock subject to possible redemption $ 5,197,500 $ 52,500 At December 31, 2022, $ 4,750,000 500,000 105 The Preferred Stock was redeemed in full the . 10. Stockholders’ Equity Common Stock The Company’s common stock has a par value of $ .001 250,000,000 1,267,340 488,539 February 2022 Offering On February 18, 2022, the Company entered into a Securities Purchase Agreement with certain institutional investors, pursuant to which the Company issued and sold, (i) 651,000 15.00 18.50 18.50 89,000 14.995 0.005 The exercise prices of the Series A Warrants and Series B Warrants are subject to appropriate adjustment in the event of recapitalization events, stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting the Company’s common stock. In addition, in the event the Company effects a reverse stock split during the term of the Series A Warrants and Series B Warrants, the exercise price of such warrants following such reverse split will be subject to further adjustment in the event the trading price of our common stock following such reverse stock split is lower than the exercise price of such warrants. Also, subject to customary exceptions, the exercise price of the Series A Warrants is subject to adjustment in the event of issuances of the Company’s common stock or common stock equivalents at a price below the exercise price of the Series A Warrants. In such event, the exercise price of the Series A Warrants will be reduced to the price of the securities issued in such transactions. In the event of a fundamental transaction, such as a change-in-control transaction or sale of substantially all of the Company’s assets, the holder of a warrant shall have the option, exercisable at any time concurrently with, or within 30 days after, the consummation of the fundamental transaction to cause the Company to purchase such warrant from the holder for cash in an amount equal to the Black Scholes value of such warrant calculated in accordance with the terms of the Warrant. On February 18, 2022, the Company entered into a Placement Agency Agreement (the “Placement Agency Agreement”) with Roth Capital Partners LLC (“Roth”) and Maxim Group LLC, as co agents (collectively, the “Agents”), pursuant to which the Company paid the Agents an aggregate fee equal to 7.0 100,000 37,000 7.57 On February 23, 2022, the Company closed the February 2022 Offering, and issued (i) 651,000 740,000 740,000 89,000 11,100,000 9,969,000 1,134,000 89,000 January 2021 and February 2021 at the Market Offerings On January 8, 2021, the Company entered into a sales agreement with Maxim Group LLC (“Maxim”) pursuant to which the Company could sell up to $ 10,000,000 3.0 51,197 9,700,000 On January 28, 2021, the Company entered into a sales agreement with Maxim pursuant to which the Company could sell up to $ 25,000,000 100,977 24,250,000 The Company incurred costs related to these financings of approximately $ 327,000 33,663,000 Warrants A summary of the Company’s warrant activity is as follows: Schedule of Warrants Activity Shares Weighted Exercise Price Weighted December 31, 2020 42,655 $ 120.00 3.81 Granted - - - Forfeitures - - - Expirations - - - Exercised (32,954 ) 113.00 - December 31, 2021 9,701 120.00 2.71 Granted 1,606,000 7.57 2.40 Forfeitures - - - Expirations - - - Exercised (89,000 ) - - December 31, 2022, all exercisable 1,526,701 8.67 2.39 The exercise prices of warrants outstanding and exercisable as of December 31, 2022 are as follows: Schedule of Exercise Price of Warrants Outstanding and Exercisable Warrants Outstanding and Exercisable (Shares) Exercise Prices 1,517,000 $ 7.57 9,701 120.00 1,526,701 During the year ended December 31, 2022, investors exercised warrants exercisable into 89,000 1,334,555 15.00 During the year ended December 31, 2021, investors exercised warrants exercisable into 32,954 3,568,415 113.00 As of December 31, 2022, the Company had an aggregate of 1,526,701 0 Stock Options A summary of the Company’s stock option activity is as follows: Schedule of Share-based Compensation, Stock Options, Activity Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) December 31, 2020 15,564 $ 474.00 6.38 Granted 6,220 135.00 9.30 Forfeitures (4,722 ) - - Expirations - - - Exercised - - - December 31, 2021 17,062 $ 317.00 6.50 Granted 1,333 7.50 9.50 Forfeitures (2,014 ) - - Expirations (3,087 ) - - Exercised - - - December 31, 2022, outstanding 13,294 217.05 6.80 December 31, 2022, exercisable 10,217 252.06 6.70 The exercise prices of options outstanding and exercisable as of December 31, 2022 are as follows: Schedule of Exercise Price of Options Outstanding and Exercisable Options Outstanding (Shares) Options Exercisable (Shares) Exercise Prices 1,344 504 $ 7.35 841 629 45.50 1,002 334 80.50 1,008 756 88.00 840 840 116.70 336 336 162.33 3,058 1,953 197.70 3,862 3,862 300.00 1,003 1,003 750.00 13,294 10,217 The Company accounts for share-based payments in accordance with ASC 718 wherein grants are measured at the grant date fair value and charged to operations over the vesting periods. During the year ended December 31, 2022, the Company granted options to purchase an aggregate of 1,333 7,793 146% 3.35% zero 3 years 7.50 167 two years During the year ended December 31, 2021, the Company granted options to purchase 6,220 711,000 111% 119% 0.38% 1.28% zero 5.13 6.01 45.50 197.50 4,053 three years 1,750 417 The Company computes stock price volatility over expected terms based on its historical common stock trading prices. The risk-free interest rate was based on rates established by the Federal Reserve Bank. The expected dividend yield was based on the fact that the Company has not paid dividends to its common stockholders in the past and does not expect to pay dividends to its common stockholders in the future. The expected life of the stock options granted is estimated using the “simplified” method, whereby the expected term equals the average of the vesting term and the original contractual term of the stock option. For the years ended December 31, 2022 and 2021, the Company recognized aggregate stock-compensation expense of approximately $ 226,000 601,000 As of December 31, 2022, the Company had an aggregate of 10,217 284,388 5.2 8.01 5.2 0.65 zero Restricted Common Stock Under the Company’s 2018 Equity Incentive Plan, a total of 200,000 1,344 183,655 In January 2021, the Company granted 3,053 833 83 750 1,000 three years The total fair value of the 1,344 7,793 82,266 19,446 1.50 The following table summarizes restricted common stock activity for the year ended December 31, 2022: Schedule of Non Vested Restricted Common Stock Activity Number of Shares Fair value per share Non-vested shares, December 31, 2021 4,054 $ 169.00 Granted - - Vested (3,387 ) 186.00 Forfeited - - Non-vested shares, December 31, 2022 667 $ 80.50 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes No Schedule of Effective Income Tax Rate Reconciliation 2022 2021 Years Ended December 31, 2022 2021 U. S. federal statutory tax rate (21.0 )% (21.0 )% State, net of federal benefit (0.65 )% (7.0 )% Non-deductible goodwill impairment charge - % - % Adjustment to deferred tax asset (21.65 )% (28.0 )% Change in valuation allowance 21.65 % 28.0 % Effective tax rate 0.0 % 0.0 % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets as of December 31, 2022 and 2021 are summarized below. Schedule of Components of Deferred Tax Assets 2022 2021 December 31, 2022 2021 Deferred tax assets Net operating loss carryforwards $ 10,594,000 $ 8,329,000 Stock-based compensation 1,485,000 1,637,000 Accrued expenses 17,000 12,000 Charitable contributions 4,000 3,000 Inventory reserves 7,000 137,000 Intangibles 4,949,000 39,000 Valuation allowance (16,546,000 ) (10,126,000 ) Total deferred tax assets 510,000 31,000 Deferred tax liabilities Unrealized gains/losses (490,000 ) - Allowance for doubtful accounts (4,000 ) Operating lease right of use asset (1,000 ) Research and development credit (10,000 ) (13,000 ) Depreciation (10,000 ) (13,000 ) Total deferred tax liabilities (510,000 ) (31,000 ) Deferred taxes, net $ - $ - In assessing the potential realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the Company attaining future taxable income during the periods in which those temporary differences become deductible. As of December 31, 2022, management was unable to determine if it is more likely than not that the Company’s deferred tax assets will be realized and has therefore recorded an appropriate valuation allowance against deferred tax assets at such dates. At December 31, 2022, the Company has available net operating loss carryforwards for federal income tax purposes of approximately $ 42,990,000 begin to expire in 2035 The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In the event the Company determines that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Likewise, should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made. The Company is subject to U.S. federal income taxes and income taxes of various state tax jurisdictions. As the Company’s net operating losses have yet to be utilized, all previous tax years remain open to examination by Federal authorities and other jurisdictions in which the Company currently operates or has operated in the past. The Company had no The Company accounts for uncertainty in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation, and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. The tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date. If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized. As of December 31, 2022, the Company had not recorded any liability for uncertain tax positions. In subsequent periods, any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies The Company is periodically the subject of various pending or threatened legal actions and claims arising out of its operations in the normal course of business. In the opinion of management of the Company, adequate provision has been made in the Company’s financial statements at December 31, 2022 and December 31, 2021 with respect to any such matters. The Company is not currently a party to any material legal proceedings and is not aware of any pending or threatened legal proceeding against the Company that the Company believes could have a material adverse effect on its business, operating results, cash flows or financial condition. On January 6, 2021, the Board of Directors appointed Bret Scholtes as President, Chief Executive Officer, and as a director of the Company. The Company and Mr. Scholtes entered into an employment agreement pursuant to which Mr. Scholtes’ annual base salary is $ 400,000 400,000 No executives were paid bonuses for the year ended December 31, 2022. Additionally, Mr. Scholtes shall be granted (i) stock options equal to 2% of the Company’s issued and outstanding shares of common stock on the date of grant if the Company achieves certain specified performance objectives established by the Board of Directors for the Company’s fiscal years ended December 31, 2021, and December 31, 2022, and (ii) additional stock options equal to either 2% or 3% of the Company’s issued and outstanding shares of common stock on the date of grant if the Company meets certain financial objectives during the first five years following January 6, 2021. If Mr. Scholtes’ employment is terminated by the Company without cause, as defined under his employment agreement, if the term expires after a notice of non-renewal is delivered by the Company, or if Mr. Scholtes’ employment is terminated following a change of control, as defined, Mr. Scholtes will be entitled to (a) twelve months’ base salary, (b) the prorated portion of the any bonus, based on actual performance, and (c) base salary and benefits accrued through the date of termination NASDAQ Notice On January 25, 2022, the Company received a written notice from the Nasdaq Stock Market LLC (“Nasdaq”) that the Company had not been in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for a period of 30 consecutive business days. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum closing bid price of $ 1.00 In accordance with Nasdaq Listing Rule 5810(3)(A), the Company was provided a compliance period of 180 calendar days from the date of the notice, or until July 25, 2022, to regain compliance with the $ 1.00 On July 26, 2022, the Company received a written notice from Nasdaq that the Company was granted a second 180 calendar day period, or until January 23, 2023, to regain compliance with the $ 1.00 We held a special meeting of stockholders on January 5, 2023 (the “Meeting”). At the Meeting, the Company’s stockholders approved a proposal to amend the Company’s Certificate of Incorporation to effect a reverse split of the Company’s outstanding shares of common stock, par value $0.001, at a specific ratio, up to a maximum of a 1-for-100 split On January 5, 2023 the board of directors approved a one-for-fifty (1-for-50) reverse split of the Company’s issued and outstanding shares of common stock (the “Reverse Stock Split”) When the Reverse Stock Split became effective, every 50 18.50 7.57 35,281 On January 24, 2023, Guardion Health Sciences, Inc. (the “Company”) received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) stating that because the Company’s common stock had a closing bid price at or above $ 1.00 10 1.00 |
Restatement of Quarterly Consol
Restatement of Quarterly Consolidated Financial Statements (Unaudited) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement of Quarterly Consolidated Financial Statements (Unaudited) | 13. Restatement of Quarterly Consolidated Financial Statements (Unaudited) As further described below, our unaudited consolidated financial statements covering the quarterly reporting periods during fiscal year 2022, consisting of the quarters ended March 31, 2022 , June 30, 2022, September 30, 2022 have been restated to reflect the correction of material errors. Restatement Background The need for the restatement arose out of the results of certain financial analysis the Company performed in the course of preparing for the audit of its December 31, 2022 consolidated financial statements. Upon reevaluation, the Series A and Series B Warrants issued in the February 2022 equity offering, it was determined that the Warrants contained a pricing reset feature that required the Warrants to be classified as a liability and marked to market at each reporting date as required under GAAP. Therefore, the Company recognized other income (expense) for the change in the fair value of the warrant liability at each reporting date. Restatement Adjustments The Company inadvertently did not classify the Warrants as a derivative liability, which led to accounting adjustments to correct the errors identified. The Company is providing restated quarterly and year-to-date unaudited consolidated financial information for interim periods occurring within the year ended December 31, 2022 in its audited financial statements for the year ended December 31, 2022. The following table summarizes the effect of the errors on the Company’s consolidated balance sheets as of March 31, 2022, June 30, 2022, and September 30, 2022, and on the respective consolidated statements of operations and consolidated statements of cash flows. Schedule of Restatement of Consolidated Financial Statements The restated consolidated balance sheet line items for the first, second and third fiscal quarters of 2022 are as follows: Originally Reported Adjustment Restated March 31, 2022 (Unaudited) Originally Reported Adjustment Restated Total assets $ 31,620,528 $ - $ 31,620,528 Warrant derivative liability - 11,466,300 11,466,300 Total liabilities 1,826,408 11,466,300 13,292,708 Additional paid-in capital 111,153,252 (8,783,800 ) 102,369,452 Accumulated deficit (81,420,559 ) (2,682,500 ) (84,103,059 ) Total stockholders’ equity 29,794,120 (11,466,300 ) 18,327,820 Total liabilities and stockholders’ equity 31,620,528 - 31,620,528 Originally Reported Adjustment Restated June 30, 2022 (Unaudited) Originally Reported Adjustment Restated Total assets $ 29,834,743 $ - $ 29,834,743 Warrant derivative liability - 6,108,700 6,108,700 Total liabilities 1,693,194 6,108,700 7,801,894 Additional paid-in capital 111,202,470 (8,783,800 ) 102,418,670 Accumulated deficit (83,122,522 ) 2,675,100 (80,447,422 ) Total stockholders’ equity 28,141,549 (6,108,700 ) 22,032,849 Total liabilities and stockholders’ equity 29,834,743 - 29,834,743 Originally Reported Adjustment Restated September 30, 2022 (Unaudited) Originally Reported Adjustment Restated Total assets $ 28,228,212 $ - $ 28,228,212 Warrant derivative liability - 5,235,500 5,235,500 Total liabilities 1,733,226 5,235,500 6,968,726 Additional paid-in capital 111,252,019 (8,783,800 ) 102,468,219 Accumulated deficit (84,818,634 ) 3,548,300 (81,270,334 ) Total stockholders’ equity 26,494,986 (5,235,500 ) 21,259,486 Total liabilities and stockholders’ equity 28,228,212 - 28,228,212 The restated line items of the consolidated statements of operations for the three months ended March 31, 2022, June 30, 2022, and September 30, 2022 are as follows: Originally Reported Adjustment Restated Three months ended March 30, 2022 (Unaudited) Originally Reported Adjustment Restated Revenue $ 2,384,619 $ - $ 2,384,619 Cost of goods sold and operating expenses 5,004,667 - 5,004,667 Change in fair value of warrant derivative liability - (2,682,500 ) (2,682,500 ) Total other income (expense): 1,561 (2,682,500 ) (2,680,939 ) Net loss (2,618,487 ) (2,682,500 ) (5,300,987 ) Net loss per common share – basic and diluted (3.50 ) (3.50 ) (7.00 ) Originally Reported Adjustment Restated Three months ended June 30, 2022 (Unaudited) Originally Reported Adjustment Restated Revenue $ 3,275,213 $ - $ 3,275,213 Cost of goods sold and operating expenses 4,986,791 - 4,986,791 Change in fair value of warrant derivative liability - 5,357,600 5,357,600 Total other income (expense): 9,615 5,357,600 5,367,215 Net loss (1,701,963 ) 5,357,600 3,655,637 Net income (loss) per common share – basic and diluted (1.50 ) 4.50 3.00 Originally Reported Adjustment Restated Three months ended September 30, 2022 (Unaudited) Originally Reported Adjustment Restated Revenue $ 2,663,550 $ - $ 2,663,550 Cost of goods sold and operating expenses 4,402,944 - 4,402,944 Change in fair value of warrant derivative liability - 873,200 873,200 Total other income (expense): 43,282 873,200 916,482 Net loss (1,696,112 ) 873,200 (822,912 ) Net loss per common share – basic and diluted (1.50 ) 0.50 (0.50 ) The restated line items of the consolidated statements of operations for the six months ended June 30, 2022; and the nine months ended September 30, 2022 are as follows: Originally Reported Adjustment Restated Originally Reported Adjustment Restated Six months ended June 30, 2022 (Unaudited) Nine months ended September 30, 2022 (Unaudited) Originally Reported Adjustment Restated Originally Reported Adjustment Restated Revenue $ 5,659,832 $ - $ 5,659,832 $ 8,323,382 $ - $ 8,323,382 Cost of goods sold and operating expenses 9,991,458 - 9,991,458 14,394,402 - 14,394,402 Change in fair value of warrant derivative liability - 2,675,100 2,675,100 - 3,548,300 3,548,300 Total other income (expense): 11,176 2,675,100 2,686,276 54,458 3,548,300 3,602,758 Net loss (4,320,450 ) 2,675,100 (1,645,350 ) (6,016,562 ) 3,548,300 (2,468,262 ) Net loss per common share – basic and diluted (4.50 ) 2.50 (1.50 ) (5.50 ) 3.50 (2.50 ) While the adjustments changed net loss and added a change in fair value of warrant derivative liability in the consolidated statements of cash flow statements, they did not have an impact on total net cash provided by operating activities, net cash used in investing activities, or net cash provided by (used in) financing activities for any of the applicable periods. The restated line items of the consolidated statements of cash flows for the three months ended March 31, 2022; the six months ended June 30, 2022; and the nine months ended September 30, 2022 are as follows: Originally Reported Adjustment Restated Three months ended March 30, 2022 (Unaudited) Originally Reported Adjustment Restated Net Loss $ (2,618,487 ) $ (2,682,500 ) $ (5,300,987 ) Change in fair value of warrant derivative liability - 2,682,500 2,682,500 Net cash used in operating activities (2,226,473 ) - (2,226,473 ) Non-cash financing activities: Issuance of warrant derivative liability - 8,783,800 8,783,800 Originally Reported Adjustment Restated Six months ended June 30, 2022 (Unaudited) Originally Reported Adjustment Restated Net Loss $ (4,320,450 ) $ 2,675,100 $ (1,645,350 ) Change in fair value of warrant derivative liability - (2,675,100 ) (2,675,100 ) Net cash used in operating activities (4,800,765 ) - (4,800,765 ) Non-cash financing activities: Issuance of warrant derivative liability - 8,783,800 8,783,800 Originally Reported Adjustment Restated Nine months ended September 30, 2022 (Unaudited) Originally Reported Adjustment Restated Net Loss $ (6,016,562 ) $ 3,548,300 $ (2,468,262 ) Change in fair value of warrant derivative liability - (3,548,300 ) (3,548,300 ) Net cash used in operating activities (6,082,906 ) - (6,082,906 ) Non-cash financing activities: Issuance of warrant derivative liability - 8,783,800 8,783,800 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company previously had two During the fourth quarter of 2021, the Company announced it would be winding down the Medical Devices Segment, which accounted for approximately 4% of revenue in 2021 one |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Activ Nutrititionals, Inc., VectorVision Ocular Health, Inc., NutriGuard Formulations, Inc., and Transcranial Doppler Solutions, Inc. All intercompany balances and transactions have been eliminated in consolidation. |
Reverse Stock Splits | Reverse Stock Splits On March 1, 2021, following stockholder and board approval, the Company effectuated a 1-for-6 reverse split On January 6, 2023, the Company filed a Certificate of Amendment to its Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to effectuate the one-for-fifty (1:50) 2023 Reverse Stock Split of its common stock without any change to its par value (see Note 1). The authorized number of shares of common stock were not affected by the reverse stock split. The Company issued 35,281 Accordingly, all common shares, stock options, stock warrants and per share amounts in these consolidated financial statements have been adjusted retroactively to reflect the reverse stock splits as if the splits occurred at the beginning of the earliest period presented in this Annual Report. |
Use of Estimates | Use of Estimates The preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates. On an ongoing basis, management reviews its estimates and if deemed appropriate, those estimates are adjusted. Significant estimates include those related to assumptions used in valuing inventories at net realizable value, assumptions used in valuing assets acquired in business acquisitions, impairment testing of goodwill and other long-term assets, assumptions used in valuing stock-based compensation, the valuation allowance for deferred tax assets, accruals for potential liabilities, and assumptions used in the determination of the Company’s liquidity. Actual results could differ from those estimates. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers Revenue and costs of sales are recognized when control of the products transfers to our customer, which generally occurs upon delivery to the customer. The Company’s performance obligations are satisfied at that time. The Company does not have any significant contracts with customers requiring performance beyond delivery, and contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised service to the customer. All products sold by the Company are distinct individual products and are offered for sale as finished goods only, and there are no performance obligations required post-shipment for customers to derive the expected value from them. Contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised service to the customer. Historically the Company has not experienced any significant payment delays from customers. In certain circumstances, returns of products are allowed. A right of return does not represent a separate performance obligation, but because customers are allowed to return products, the consideration to which the Company expects to be entitled is variable. Upon evaluation of historical product returns, the Company determined it is probable that such returns will not cause a significant reversal of revenue in the future. Due to the insignificant amount of historical returns, as well as the standalone nature of the Company’s products and assessment of performance obligations and transaction pricing for the Company’s sales contracts, the Company does not currently maintain a contract asset or liability balance at this time. The Company assesses its contracts and the reasonableness of its conclusions on a quarterly basis. Revenue by product: Schedule of Revenues by Product 2022 2021 Years Ended December 31, 2022 2021 Clinical Nutrition $ 11,031,053 $ 6,952,359 Other 18,719 280,758 Revenue $ 11,049,772 $ 7,233,118 The Company’s revenues earned during the years ended December 31, 2022 and 2021, are derived primarily from retail customers in North America. Revenues by geographical areas: Schedule of Revenue by Geographical Area 2022 2021 Years Ended December 31, 2022 2021 North America $ 11,030,873 $ 7,052,645 Asia - 158,738 Europe and Other 18,899 21,735 Total revenue $ 11,049,772 $ 7,233,118 Third-Party Outsourcing The Company derives substantially all of its revenue from the sale of products using a third-party fulfillment center to provide order processing and sales fulfillment, customer invoicing and collections, and product warehousing. Substantially all of the Company’s products are shipped through the third-party fulfillment center to the customer. Shipping charges to customers are included in revenues. In addition, the Company uses the third-party fulfillment center to provide sales and inventory management, and marketing and promotional services. The Company outsources the production of substantially all of its products with a third-party that manufactures and packages the finished products under a product supply agreement. Costs incurred related to third-party outsourcing, which includes manufacturing, order processing and fulfillment, customer invoicing, collections and warehousing, were $ 9,135,351 3,398,629 |
Cost of Goods Sold | Cost of Goods Sold Cost of goods sold is comprised of the costs for third-party contract manufacturing, packaging, manufacturing fees, and in-bound freight charges. |
Shipping Costs | Shipping Costs Shipping costs associated with product distribution after manufacture are included as part of cost of goods sold. Shipping and handling expense totaled $ 802,958 338,829 |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents consist of funds deposited with BMO Harris Bank(“BMO”), a major established high quality financial institution in short-term (original maturity of generally 60 days or less) liquid investments in money market deposit accounts. Cash equivalents are classified as Level 1 in the GAAP valuation hierarchy and are valued using the net asset value (“NAV”) per share of the money market fund. The Company has an overnight investment feature established with BMO whereby the Company’s cash is swept into a Money Market Mutual Fund managed by Goldman Sachs Asset Management. This fund invests solely in high quality U.S. government issued securities. As of December 31, 2022, $ 10,655,490 The Company’s policy is to maintain its cash balances with financial institutions with high credit ratings and in accounts insured by the FDIC and/or the Securities Investor Protection Corporation (the “SIPC”). The Company periodically has cash balances in financial institutions in excess of the FDIC and SIPC insurance limits of $ 250,000 500,000 |
Restricted Cash | Restricted Cash At December 31, 2022, $ 5,250,000 |
Investments | Investments Short-term investments held by the Company as of December 31, 2021 consisted of a U.S. Treasury Bill, which was classified as held-to-maturity. The Company’s U.S. Treasury Bill matured approximately 30 days from the date of the purchase. Unrealized gains and losses were not material. As of December 31, 2021, the carrying value of the Company’s U.S. Treasury Bill approximates its fair value due to its short-term maturity. As of December 31, 2022, the Company held no short-term investments. |
Accounts Receivable | Accounts Receivable Accounts receivable are recorded at the invoiced amounts. Management evaluates the collectability of its trade accounts receivable and determines an allowance for doubtful accounts based on historical write-offs, known or expected trends, and the identification of specific balances deemed uncollectible based on a customer’s financial condition, credit history and the current economic conditions. At December 31, 2022 and 2021, the allowance for doubtful accounts was $ 1,996 20,695 |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out (“FIFO”) basis. The Company records adjustments to its inventory for estimated obsolescence or diminution in net realizable value equal to the difference between the cost of the inventory and the estimated net realizable value. When evidence exists that the net realizable value of inventory is lower than its cost, the difference is recognized as a loss in the period in which it occurs. Once inventory has been written down, it creates a new cost basis for inventory that may not subsequently written up. For the years ended December 31, 2022 and 2021, the Company wrote-down inventories of $ 55,609 179,222 |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost less accumulated depreciation. Additions, improvements, and major renewals or replacements that substantially extend the useful life of an asset are capitalized. Repairs and maintenance expenditures are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, which range from three seven years Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value at that time. At December 31, 2022 and 2021, management determined there were no impairments of the Company’s property and equipment. |
Business Combinations | Business Combinations The Company accounts for its business combinations using the acquisition method of accounting where the purchase consideration is allocated to the tangible and intangible assets acquired, and liabilities assumed, based on their respective fair values as of the acquisition date. The excess of the fair value of the purchase consideration over the estimated fair values of the net assets acquired is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Critical estimates in valuing intangible assets include, but are not limited to, expected future cash flows, which includes consideration of future growth and margins, future changes in technology, brand awareness and discount rates. Fair value estimates are based on the assumptions that management believes a market participant would use in pricing the asset or liability. |
Intangible Assets | Intangible Assets The Company’s amortizable finite-lived identifiable intangible assets consisted of a trade name and customer relationships acquired in the acquisition of Activ, effective June 1, 2021 (See Note 3), and were stated at cost less accumulated amortization. The trade name and customer relationships were being amortized over a period of 10 50,000 10,065,833 |
Goodwill | Goodwill The Company tests goodwill for impairment annually on December 31, or more frequently if a triggering event occurs and it updates its test with information that becomes available through the end of the period reported. Goodwill impairment exists when the fair value of goodwill is less than its carrying value. The Company is its sole reporting unit. During the fourth quarter of 2021, the Company experienced a sustained decrease in its share price, and as of December 31, 2021, the Company’s market capitalization was below the carrying value of the Company’s net assets. Management concluded that this was an impairment triggering event and concluded that there was goodwill impairment of $ 11,893,134 no |
Leases | Leases The Company determines whether a contract is, or contains, a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at lease commencement based upon the estimated present value of unpaid lease payments over the lease term. The Company uses its incremental borrowing rate based on the information available at lease commencement in determining the present value of unpaid lease payments. |
Redeemable Preferred Stock | Redeemable Preferred Stock Preferred shares subject to mandatory redemption are classified as liability instruments and are measured at fair value. The Company classifies conditionally redeemable preferred shares, which includes preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control, as temporary equity (“mezzanine”) until such time as the conditions are removed or lapse. |
Accounting for Warrants | Accounting for Warrants The Company evaluates all of its financial instruments, including issued warrants, to determine if such instruments are liability classified, pursuant to ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging The Company determined that the warrants issued in connection with the February 2022 securities offering do not meet the criteria for equity classification and must be recorded as liabilities. Liability classified warrants are measured at fair value at inception and at each reporting date, with changes in fair value recognized in the statements of operations in the period of change. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred and are included in sales and marketing expense. Advertising costs aggregated approximately $ 1,618,199 161,833 |
Research and Development Costs | Research and Development Costs Research and development costs consist primarily of fees paid to consultants and outside service providers, and other expenses relating to the acquisition, design, development and testing of the Company’s Clinical Nutrition products. Research and development costs totaled $ 193,800 64,358 |
Patent Costs | Patent Costs The Company is the owner of four issued domestic patents, one granted patent in Canada, one granted in China, one pending patent application in Hong Kong, two granted patents in Japan and one granted patent in South Korea. Due to the significant uncertainty associated with the successful development of one or more commercially viable products based on the Company’s research efforts and any related patent applications, patent costs, including patent-related legal fees, filing fees and internally generated costs, are expensed as incurred. During the years ended December 31, 2022, and 2021, patent costs were approximately $ 61,246 67,681 |
Stock-Based Compensation | Stock-Based Compensation The Company periodically issues stock options and restricted stock awards to employees and non-employees in non-capital raising transactions for services and for financing costs. Stock option grants, which are generally time or performance vested, are measured at the grant date fair value and depending on the conditions associated with the vesting of the award, compensation cost is recognized on a straight-line or graded basis over the vesting period. Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash for the services. The fair value of stock options granted is estimated using the Black-Scholes option-pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life, and future dividends. The assumptions used in the Black-Scholes option pricing model could materially affect compensation expense recorded in future periods. |
Income Taxes | Income Taxes The Company uses an asset and liability approach for accounting and reporting for income taxes that allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. |
Loss per Common Share | Loss per Common Share Basic loss per share is computed by dividing net loss by the weighted-average common shares outstanding during a period. Diluted earnings per share is computed based on the weighted-average common shares outstanding plus the effect of dilutive potential common shares outstanding during the period calculated using the treasury stock method. Dilutive potential common shares include shares from unexercised warrants and options. Potential common share equivalents have been excluded where their inclusion would be anti-dilutive. The Company’s basic and diluted net loss per share is the same for all periods presented because all shares issuable upon exercise of warrants and options are anti-dilutive. The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share: Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share 2022 2021 December 31, 2022 2021 Warrants 1,526,701 9,701 Series C convertible redeemable preferred stock - - Options 13,294 10,838 Unvested restricted common stock 667 4,053 Anti-dilutive securities 1,540,662 24,592 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Accounting standards require certain assets and liabilities be reported at fair value in the financial statements and provide a framework for establishing that fair value. Fair value is defined as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which it transacts and considers assumptions that market participants would use when pricing the asset or liability. The framework for determining fair value is based on a hierarchy that prioritizes the inputs and valuation techniques used to measure fair value: Level 1 – Level 2 – Level 3 – The Company determines the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company performs an analysis of the assets and liabilities at each reporting period end. The following table sets forth by level, within the fair value hierarchy, the Company’s assets and liabilities at fair value as of December 31, 2022 and 2021: Schedule of Assets and Liabilities at Fair Value December 31, 2022 Level 1 Level 2 Level 3 Total Assets $ - $ - $ - $ - Total assets $ - $ - $ - $ - Liabilities Warrant derivative liability $ - $ - $ 6,438,000 $ 6,438,000 Total liabilities $ - $ - $ 6,438,000 $ 6,438,000 December 31, 2021 Level 1 Level 2 Level 3 Total Assets U.S. Treasury securities $ 4,995,623 $ - $ - $ 4,995,623 Total assets $ 4,995,623 $ - $ - $ 4,995,623 Liabilities $ - $ - $ - $ - Total liabilities $ - $ - $ - $ - As of December 31, 2021, there was no warrant derivative liability. The following table provides a roll-forward of the warrant derivative liability measured at fair value on a recurring basis using unobservable level 3 inputs for the years ended December 31, 2022 as follows: Schedule of Warrant Derivative Liability 2022 Warrant derivative liability Balance as of beginning of period – December 31, 2021 $ - Fair value of warrant derivative liability recognized upon issuance of warrants in February 2022 8,783,800 Gain on change in fair value of warrant derivative liability (2,345,800 ) Balance as of end of period – December 31, 2022 $ 6,438,000 As of December 31, 2022, the Company’s outstanding warrants were treated as derivative liabilities and changes in the fair value were recognized in earnings. The estimated fair value of the warrants is determined using Level 3 inputs. Inherent in a binomial lattice model are assumptions related to expected probability of event occurrence, including stock splits, stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on the Company’s historical volatility. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the Company’s historical rate, which the Company anticipates remaining at zero. The Company believes the carrying amount of its financial instruments (consisting of cash, accounts receivable, and accounts payable and accrued liabilities) approximates fair value due to the short-term nature of such instruments. |
Segment Information | Segment Information Under ASC 280, Segment Reporting The Company previously had two reportable segments, a Clinical Nutrition Segment and a Medical Devices Segment. During the fourth quarter of 2021, the Company announced it would be winding down the Medical Devices Segment, which accounted for approximately 4 |
Concentrations | Concentrations Revenue. 57 49 , Accounts receivable 88 81 Purchases from vendors 48 70 Accounts payable . As of December 31, 2022, one vendor accounted for 88 46 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In September 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Credit Losses – Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The standard significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivables. The standard will replace today’s “incurred loss” approach with an “expected loss” model, under which companies will recognize allowances based on expected rather than incurred losses. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. As a smaller reporting company, ASU 2016-13 will be effective for the Company beginning January 1, 2023, with early adoption permitted. The Company is currently assessing the impact of adopting this standard on the Company’s financial statements and related disclosures. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”). ASU 2020-06 reduces the number of accounting models for convertible debt instruments by eliminating the cash conversion and beneficial conversion models. As a result, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost as long as no other features require bifurcation and recognition as derivatives. For contracts in an entity’s own equity, the type of contracts primarily affected by this update are freestanding and embedded features that are accounted for as derivatives under the current guidance due to a failure to meet the settlement conditions of the derivative scope exception. This update simplifies the related settlement assessment by removing the requirements to (i) consider whether the contract would be settled in registered shares, (ii) consider whether collateral is required to be posted, and (iii) assess shareholder rights. ASU 2020-06 is effective January 1, 2024 for the Company and the provisions of this update can be adopted using either the modified retrospective method or a fully retrospective method. Early adoption is permitted, but no earlier than January 1, 2021. At December 31, 2020, the Company recorded a derivative liability of $ 25,978 10,417 25,978 25,978 In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains classified after modification or exchange as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the guidance provided in ASU 2021-04 prospectively to modifications or exchanges occurring on or after the effective date. The Company adopted ASU 2021-04 effective January 1, 2022. The adoption of ASU 2021-04 did not have any impact on the Company’s consolidated financial statement presentation or disclosures. Other recent accounting pronouncements and guidance issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Revenues by Product | Revenue by product: Schedule of Revenues by Product 2022 2021 Years Ended December 31, 2022 2021 Clinical Nutrition $ 11,031,053 $ 6,952,359 Other 18,719 280,758 Revenue $ 11,049,772 $ 7,233,118 |
Schedule of Revenue by Geographical Area | Revenues by geographical areas: Schedule of Revenue by Geographical Area 2022 2021 Years Ended December 31, 2022 2021 North America $ 11,030,873 $ 7,052,645 Asia - 158,738 Europe and Other 18,899 21,735 Total revenue $ 11,049,772 $ 7,233,118 |
Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share: Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share 2022 2021 December 31, 2022 2021 Warrants 1,526,701 9,701 Series C convertible redeemable preferred stock - - Options 13,294 10,838 Unvested restricted common stock 667 4,053 Anti-dilutive securities 1,540,662 24,592 |
Schedule of Assets and Liabilities at Fair Value | The following table sets forth by level, within the fair value hierarchy, the Company’s assets and liabilities at fair value as of December 31, 2022 and 2021: Schedule of Assets and Liabilities at Fair Value December 31, 2022 Level 1 Level 2 Level 3 Total Assets $ - $ - $ - $ - Total assets $ - $ - $ - $ - Liabilities Warrant derivative liability $ - $ - $ 6,438,000 $ 6,438,000 Total liabilities $ - $ - $ 6,438,000 $ 6,438,000 December 31, 2021 Level 1 Level 2 Level 3 Total Assets U.S. Treasury securities $ 4,995,623 $ - $ - $ 4,995,623 Total assets $ 4,995,623 $ - $ - $ 4,995,623 Liabilities $ - $ - $ - $ - Total liabilities $ - $ - $ - $ - |
Schedule of Warrant Derivative Liability | As of December 31, 2021, there was no warrant derivative liability. The following table provides a roll-forward of the warrant derivative liability measured at fair value on a recurring basis using unobservable level 3 inputs for the years ended December 31, 2022 as follows: Schedule of Warrant Derivative Liability 2022 Warrant derivative liability Balance as of beginning of period – December 31, 2021 $ - Fair value of warrant derivative liability recognized upon issuance of warrants in February 2022 8,783,800 Gain on change in fair value of warrant derivative liability (2,345,800 ) Balance as of end of period – December 31, 2022 $ 6,438,000 |
Acquisition of Activ Nutritio_2
Acquisition of Activ Nutritional, LLC (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the allocation of the fair value of the purchase consideration to the fair value of tangible assets, identifiable intangible assets, and assumed liabilities of Activ on the date of acquisition: Schedule of Fair Value of Assets Acquired and Liabilities Assumed Fair value of consideration: Purchase price, as adjusted, paid in cash $ 25,949,654 Allocation of the consideration to the fair value of assets acquired and liabilities assumed: Cash $ 8,468 Accounts receivable 1,799,695 Inventories 613,063 Prepaids 49,025 Accounts payable (313,731 ) Net tangible assets 2,156,520 Trade names and trademarks 9,200,000 Customer relationships 2,700,000 Net identifiable intangible assets 11,900,000 Goodwill 11,893,134 Fair value of net assets acquired $ 25,949,654 |
Schedule of Pro Forma Finacial Information | Schedule of Pro Forma Finacial Information 2021 Revenue $ 12,765,911 Net loss $ (22,171,583 ) Net loss per share – basic and diluted $ ($47.00) |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consisted of the following: Schedule of Inventories 2022 2021 December 31, 2022 2021 Raw materials $ 49,637 $ 53,320 Finished goods 3,069,784 314,371 Inventories, net $ 3,119,421 $ 367,691 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: Schedule of Property and Equipment December 31, 2022 2021 Leasehold improvements $ - $ 4,898 Furniture and fixtures 110,016 129,696 Computer equipment and software 66,115 111,469 Office equipment - 1,642 176,131 247,705 Less accumulated depreciation and amortization (127,260 ) (136,327 ) $ 48,871 $ 111,378 |
Schedule of Depreciation Expense | Depreciation expense consisted of the following for the years ended December 31, 2022 and 2021, respectively: Schedule of Depreciation Expense Years Ended December 31, 2022 2021 Research and development expense $ - $ 38,106 Sales and marketing expense - 16,362 General and administrative expense 58,789 37,107 $ 58,789 $ 91,575 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible asset, net consisted of the following: Schedule of Intangible Assets 2022 2021 December 31, 2022 2021 Trade name $ - $ 9,200,000 Customer relationships - 2,700,000 Trademark - 50,000 Intangible assets, gross - 11,950,000 Less accumulated amortization - (694,167 ) Intangible assets, net $ - $ 11,255,833 |
Schedule of Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill are as follows: Schedule of Changes in Carrying Amount of Goodwill As of December 31, 2022 2021 Beginning balance: $ - $ - Acquisition (see Note 3) - 11,893,134 Impairment - (11,893,134 ) Ending balance: $ - $ - |
Operating Leases (Tables)
Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Operating Leases | |
Schedule of Lease Liability | Future minimum lease payments under the leases are as follows: Schedule of Lease Liability Year ending Operating Leases 2023 3,826 Total lease payments 3,826 Less: Imputed interest/present value discount (19 ) Present value of lease liabilities 3,807 Less Current portion (3,807 ) $ - |
Warrant Derivative Liability (T
Warrant Derivative Liability (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Warrant Derivative Liability | Below are the specific assumptions utilized: Schedule of Warrant Derivative Liability Series A Warrants Series B Warrants At Recognition December 31, 2022 At Recognition December 31, 2022 Common stock market price $ 8.95 $ 7.26 $ 8.95 $ 7.26 Risk-free interest rate 1.89 % 4.11 % 1.37 % 4.75 % Expected dividend yield - - - - Expected term (in years) 5.00 4.15 1.50 0.65 Expected volatility 142.30 % 131.20 % 123.20 % 104.50 % |
Redeemable Preferred Stock (T_2
Redeemable Preferred Stock (Temporary Equity) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Preferred Stock | As of December 31, 2022, Series A and Series B preferred shares reflected on the balance sheet is reconciled on the following table: Schedule of Preferred Stock Series C Series D Gross Proceeds $ 4,702,500 $ 47,500 Less: Preferred stock issuance costs (437,169 ) (4,416 ) Plus: Accretion of carrying value to redemption value 932,169 9,416 Preferred stock subject to possible redemption $ 5,197,500 $ 52,500 |
Schedule of Warrants Activity | A summary of the Company’s warrant activity is as follows: Schedule of Warrants Activity Shares Weighted Exercise Price Weighted December 31, 2020 42,655 $ 120.00 3.81 Granted - - - Forfeitures - - - Expirations - - - Exercised (32,954 ) 113.00 - December 31, 2021 9,701 120.00 2.71 Granted 1,606,000 7.57 2.40 Forfeitures - - - Expirations - - - Exercised (89,000 ) - - December 31, 2022, all exercisable 1,526,701 8.67 2.39 |
Schedule of Exercise Price of Warrants Outstanding and Exercisable | The exercise prices of warrants outstanding and exercisable as of December 31, 2022 are as follows: Schedule of Exercise Price of Warrants Outstanding and Exercisable Warrants Outstanding and Exercisable (Shares) Exercise Prices 1,517,000 $ 7.57 9,701 120.00 1,526,701 |
Schedule of Share-based Compensation, Stock Options, Activity | A summary of the Company’s stock option activity is as follows: Schedule of Share-based Compensation, Stock Options, Activity Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) December 31, 2020 15,564 $ 474.00 6.38 Granted 6,220 135.00 9.30 Forfeitures (4,722 ) - - Expirations - - - Exercised - - - December 31, 2021 17,062 $ 317.00 6.50 Granted 1,333 7.50 9.50 Forfeitures (2,014 ) - - Expirations (3,087 ) - - Exercised - - - December 31, 2022, outstanding 13,294 217.05 6.80 December 31, 2022, exercisable 10,217 252.06 6.70 |
Schedule of Exercise Price of Options Outstanding and Exercisable | The exercise prices of options outstanding and exercisable as of December 31, 2022 are as follows: Schedule of Exercise Price of Options Outstanding and Exercisable Options Outstanding (Shares) Options Exercisable (Shares) Exercise Prices 1,344 504 $ 7.35 841 629 45.50 1,002 334 80.50 1,008 756 88.00 840 840 116.70 336 336 162.33 3,058 1,953 197.70 3,862 3,862 300.00 1,003 1,003 750.00 13,294 10,217 |
Schedule of Non Vested Restricted Common Stock Activity | The following table summarizes restricted common stock activity for the year ended December 31, 2022: Schedule of Non Vested Restricted Common Stock Activity Number of Shares Fair value per share Non-vested shares, December 31, 2021 4,054 $ 169.00 Granted - - Vested (3,387 ) 186.00 Forfeited - - Non-vested shares, December 31, 2022 667 $ 80.50 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | Schedule of Effective Income Tax Rate Reconciliation 2022 2021 Years Ended December 31, 2022 2021 U. S. federal statutory tax rate (21.0 )% (21.0 )% State, net of federal benefit (0.65 )% (7.0 )% Non-deductible goodwill impairment charge - % - % Adjustment to deferred tax asset (21.65 )% (28.0 )% Change in valuation allowance 21.65 % 28.0 % Effective tax rate 0.0 % 0.0 % |
Schedule of Components of Deferred Tax Assets | Schedule of Components of Deferred Tax Assets 2022 2021 December 31, 2022 2021 Deferred tax assets Net operating loss carryforwards $ 10,594,000 $ 8,329,000 Stock-based compensation 1,485,000 1,637,000 Accrued expenses 17,000 12,000 Charitable contributions 4,000 3,000 Inventory reserves 7,000 137,000 Intangibles 4,949,000 39,000 Valuation allowance (16,546,000 ) (10,126,000 ) Total deferred tax assets 510,000 31,000 Deferred tax liabilities Unrealized gains/losses (490,000 ) - Allowance for doubtful accounts (4,000 ) Operating lease right of use asset (1,000 ) Research and development credit (10,000 ) (13,000 ) Depreciation (10,000 ) (13,000 ) Total deferred tax liabilities (510,000 ) (31,000 ) Deferred taxes, net $ - $ - |
Restatement of Quarterly Cons_2
Restatement of Quarterly Consolidated Financial Statements (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Restatement of Consolidated Financial Statements | Schedule of Restatement of Consolidated Financial Statements The restated consolidated balance sheet line items for the first, second and third fiscal quarters of 2022 are as follows: Originally Reported Adjustment Restated March 31, 2022 (Unaudited) Originally Reported Adjustment Restated Total assets $ 31,620,528 $ - $ 31,620,528 Warrant derivative liability - 11,466,300 11,466,300 Total liabilities 1,826,408 11,466,300 13,292,708 Additional paid-in capital 111,153,252 (8,783,800 ) 102,369,452 Accumulated deficit (81,420,559 ) (2,682,500 ) (84,103,059 ) Total stockholders’ equity 29,794,120 (11,466,300 ) 18,327,820 Total liabilities and stockholders’ equity 31,620,528 - 31,620,528 Originally Reported Adjustment Restated June 30, 2022 (Unaudited) Originally Reported Adjustment Restated Total assets $ 29,834,743 $ - $ 29,834,743 Warrant derivative liability - 6,108,700 6,108,700 Total liabilities 1,693,194 6,108,700 7,801,894 Additional paid-in capital 111,202,470 (8,783,800 ) 102,418,670 Accumulated deficit (83,122,522 ) 2,675,100 (80,447,422 ) Total stockholders’ equity 28,141,549 (6,108,700 ) 22,032,849 Total liabilities and stockholders’ equity 29,834,743 - 29,834,743 Originally Reported Adjustment Restated September 30, 2022 (Unaudited) Originally Reported Adjustment Restated Total assets $ 28,228,212 $ - $ 28,228,212 Warrant derivative liability - 5,235,500 5,235,500 Total liabilities 1,733,226 5,235,500 6,968,726 Additional paid-in capital 111,252,019 (8,783,800 ) 102,468,219 Accumulated deficit (84,818,634 ) 3,548,300 (81,270,334 ) Total stockholders’ equity 26,494,986 (5,235,500 ) 21,259,486 Total liabilities and stockholders’ equity 28,228,212 - 28,228,212 The restated line items of the consolidated statements of operations for the three months ended March 31, 2022, June 30, 2022, and September 30, 2022 are as follows: Originally Reported Adjustment Restated Three months ended March 30, 2022 (Unaudited) Originally Reported Adjustment Restated Revenue $ 2,384,619 $ - $ 2,384,619 Cost of goods sold and operating expenses 5,004,667 - 5,004,667 Change in fair value of warrant derivative liability - (2,682,500 ) (2,682,500 ) Total other income (expense): 1,561 (2,682,500 ) (2,680,939 ) Net loss (2,618,487 ) (2,682,500 ) (5,300,987 ) Net loss per common share – basic and diluted (3.50 ) (3.50 ) (7.00 ) Originally Reported Adjustment Restated Three months ended June 30, 2022 (Unaudited) Originally Reported Adjustment Restated Revenue $ 3,275,213 $ - $ 3,275,213 Cost of goods sold and operating expenses 4,986,791 - 4,986,791 Change in fair value of warrant derivative liability - 5,357,600 5,357,600 Total other income (expense): 9,615 5,357,600 5,367,215 Net loss (1,701,963 ) 5,357,600 3,655,637 Net income (loss) per common share – basic and diluted (1.50 ) 4.50 3.00 Originally Reported Adjustment Restated Three months ended September 30, 2022 (Unaudited) Originally Reported Adjustment Restated Revenue $ 2,663,550 $ - $ 2,663,550 Cost of goods sold and operating expenses 4,402,944 - 4,402,944 Change in fair value of warrant derivative liability - 873,200 873,200 Total other income (expense): 43,282 873,200 916,482 Net loss (1,696,112 ) 873,200 (822,912 ) Net loss per common share – basic and diluted (1.50 ) 0.50 (0.50 ) The restated line items of the consolidated statements of operations for the six months ended June 30, 2022; and the nine months ended September 30, 2022 are as follows: Originally Reported Adjustment Restated Originally Reported Adjustment Restated Six months ended June 30, 2022 (Unaudited) Nine months ended September 30, 2022 (Unaudited) Originally Reported Adjustment Restated Originally Reported Adjustment Restated Revenue $ 5,659,832 $ - $ 5,659,832 $ 8,323,382 $ - $ 8,323,382 Cost of goods sold and operating expenses 9,991,458 - 9,991,458 14,394,402 - 14,394,402 Change in fair value of warrant derivative liability - 2,675,100 2,675,100 - 3,548,300 3,548,300 Total other income (expense): 11,176 2,675,100 2,686,276 54,458 3,548,300 3,602,758 Net loss (4,320,450 ) 2,675,100 (1,645,350 ) (6,016,562 ) 3,548,300 (2,468,262 ) Net loss per common share – basic and diluted (4.50 ) 2.50 (1.50 ) (5.50 ) 3.50 (2.50 ) The restated line items of the consolidated statements of cash flows for the three months ended March 31, 2022; the six months ended June 30, 2022; and the nine months ended September 30, 2022 are as follows: Originally Reported Adjustment Restated Three months ended March 30, 2022 (Unaudited) Originally Reported Adjustment Restated Net Loss $ (2,618,487 ) $ (2,682,500 ) $ (5,300,987 ) Change in fair value of warrant derivative liability - 2,682,500 2,682,500 Net cash used in operating activities (2,226,473 ) - (2,226,473 ) Non-cash financing activities: Issuance of warrant derivative liability - 8,783,800 8,783,800 Originally Reported Adjustment Restated Six months ended June 30, 2022 (Unaudited) Originally Reported Adjustment Restated Net Loss $ (4,320,450 ) $ 2,675,100 $ (1,645,350 ) Change in fair value of warrant derivative liability - (2,675,100 ) (2,675,100 ) Net cash used in operating activities (4,800,765 ) - (4,800,765 ) Non-cash financing activities: Issuance of warrant derivative liability - 8,783,800 8,783,800 Originally Reported Adjustment Restated Nine months ended September 30, 2022 (Unaudited) Originally Reported Adjustment Restated Net Loss $ (6,016,562 ) $ 3,548,300 $ (2,468,262 ) Change in fair value of warrant derivative liability - (3,548,300 ) (3,548,300 ) Net cash used in operating activities (6,082,906 ) - (6,082,906 ) Non-cash financing activities: Issuance of warrant derivative liability - 8,783,800 8,783,800 |
Organization and Business and_2
Organization and Business and Business Operations (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Jan. 05, 2023 | Jul. 26, 2022 | Mar. 01, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 25, 2022 | |
Net loss | $ 822,912 | $ (3,655,637) | $ 5,300,987 | $ 1,645,350 | $ 2,468,262 | $ 14,922,228 | $ 24,745,009 | ||||
Net cash used in operating activities | $ 2,226,473 | $ 4,800,765 | $ 6,082,906 | 7,446,812 | 10,644,416 | ||||||
Cash and cash equivalents balance | $ 10,655,490 | $ 4,093,927 | |||||||||
Minimum closing bid price | $ 1 | $ 1 | |||||||||
Reverse stock split, description | 1-for-30 | 1-for-6 reverse split | 1-for-100 | ||||||||
Common stock par value | $ 0.001 | $ 0.001 | |||||||||
Stockholders' Equity Note, Stock Split | Reverse Stock Split became effective, every 50 shares of the Company’s issued and outstanding common stock were automatically combined, converted and changed into 1 share of the Company’s common stock | ||||||||||
Common stock conversion basis | On January 24, 2023, Guardion Health Sciences, Inc. (the “Company”) received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) stating that because the Company’s common stock had a closing bid price at or above $1.00 per share for a minimum of 10 consecutive trading days, the Company had regained compliance with the minimum bid price requirement of $1.00 per share for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2). | ||||||||||
Forecast [Member] | |||||||||||
Reverse stock split, description | the board of directors approved a one-for-fifty (1-for-50) reverse split of the Company’s issued and outstanding shares of common stock |
Schedule of Revenues by Product
Schedule of Revenues by Product (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Product Information [Line Items] | |||||||
Revenue | $ 2,663,550 | $ 3,275,213 | $ 2,384,619 | $ 5,659,832 | $ 8,323,382 | $ 11,049,772 | $ 7,233,118 |
Clinical Nutrition [Member] | |||||||
Product Information [Line Items] | |||||||
Revenue | 11,031,053 | 6,952,359 | |||||
Other [Member] | |||||||
Product Information [Line Items] | |||||||
Revenue | $ 18,719 | $ 280,758 |
Schedule of Revenue by Geograph
Schedule of Revenue by Geographical Area (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Total revenue | $ 2,663,550 | $ 3,275,213 | $ 2,384,619 | $ 5,659,832 | $ 8,323,382 | $ 11,049,772 | $ 7,233,118 |
North America [Member] | |||||||
Total revenue | 11,030,873 | 7,052,645 | |||||
Asia [Member] | |||||||
Total revenue | 158,738 | ||||||
Europe and Other [Member] | |||||||
Total revenue | $ 18,899 | $ 21,735 |
Schedule of Anti-dilutive Secur
Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 1,540,662 | 24,592 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 1,526,701 | 9,701 |
Series C Convertible Redeemable Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | ||
Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 13,294 | 10,838 |
Unvested Restricted Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 667 | 4,053 |
Schedule of Assets and Liabilit
Schedule of Assets and Liabilities at Fair Value (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | ||
Total assets | $ 4,995,623 | |
Total liabilities | 6,438,000 | |
Warrant Liability [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total liabilities | 6,438,000 | |
US Treasury Securities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total assets | 4,995,623 | |
Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total assets | 4,995,623 | |
Total liabilities | ||
Fair Value, Inputs, Level 1 [Member] | Warrant Liability [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total liabilities | ||
Fair Value, Inputs, Level 1 [Member] | US Treasury Securities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total assets | 4,995,623 | |
Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total assets | ||
Total liabilities | ||
Fair Value, Inputs, Level 2 [Member] | Warrant Liability [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total liabilities | ||
Fair Value, Inputs, Level 2 [Member] | US Treasury Securities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total assets | ||
Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total assets | ||
Total liabilities | 6,438,000 | |
Fair Value, Inputs, Level 3 [Member] | Warrant Liability [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total liabilities | $ 6,438,000 | |
Fair Value, Inputs, Level 3 [Member] | US Treasury Securities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Total assets |
Schedule of Warrant Derivative
Schedule of Warrant Derivative Liability (Details) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) | |
Warrant derivative liability, beginning balance | $ | |||||||
Fair value of warrant derivative liability recognized upon issuance of warrants | $ | 8,783,800 | ||||||
Gain on change in fair value of warrant derivate liability | $ | $ (873,200) | $ (5,357,600) | $ 2,682,500 | $ (2,675,100) | $ (3,548,300) | (2,345,800) | |
Warrant derivative liability,ending balance | $ | $ 6,438,000 | ||||||
Series A Warrants [Member] | Measurement Input, Share Price [Member] | |||||||
Common stock market price | $ / shares | $ 7.26 | ||||||
Series A Warrants [Member] | Measurement Input, Share Price [Member] | Recognition [Member] | |||||||
Common stock market price | $ / shares | $ 8.95 | ||||||
Series A Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||
Warrant liability, measurement input | 4.11 | ||||||
Series A Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | Recognition [Member] | |||||||
Warrant liability, measurement input | 1.89 | ||||||
Series A Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||||
Warrant liability, measurement input | |||||||
Series A Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | Recognition [Member] | |||||||
Warrant liability, measurement input | |||||||
Series A Warrants [Member] | Measurement Input, Expected Term [Member] | |||||||
Warrant liability, measurement input, expected life (years) | 4 years 1 month 24 days | ||||||
Series A Warrants [Member] | Measurement Input, Expected Term [Member] | Recognition [Member] | |||||||
Warrant liability, measurement input, expected life (years) | 5 years | ||||||
Series A Warrants [Member] | Measurement Input, Price Volatility [Member] | |||||||
Warrant liability, measurement input | 131.20 | ||||||
Series A Warrants [Member] | Measurement Input, Price Volatility [Member] | Recognition [Member] | |||||||
Warrant liability, measurement input | 142.30 | ||||||
Series B Warrants [Member] | Measurement Input, Share Price [Member] | |||||||
Common stock market price | $ / shares | $ 7.26 | ||||||
Series B Warrants [Member] | Measurement Input, Share Price [Member] | Recognition [Member] | |||||||
Common stock market price | $ / shares | $ 8.95 | ||||||
Series B Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||
Warrant liability, measurement input | 4.75 | ||||||
Series B Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | Recognition [Member] | |||||||
Warrant liability, measurement input | 1.37 | ||||||
Series B Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||||
Warrant liability, measurement input | |||||||
Series B Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | Recognition [Member] | |||||||
Warrant liability, measurement input | |||||||
Series B Warrants [Member] | Measurement Input, Expected Term [Member] | |||||||
Warrant liability, measurement input, expected life (years) | 7 months 24 days | ||||||
Series B Warrants [Member] | Measurement Input, Expected Term [Member] | Recognition [Member] | |||||||
Warrant liability, measurement input, expected life (years) | 1 year 6 months | ||||||
Series B Warrants [Member] | Measurement Input, Price Volatility [Member] | |||||||
Warrant liability, measurement input | 104.50 | ||||||
Series B Warrants [Member] | Measurement Input, Price Volatility [Member] | Recognition [Member] | |||||||
Warrant liability, measurement input | 123.20 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 05, 2023 | Jul. 26, 2022 | Mar. 01, 2021 | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) shares | Dec. 31, 2022 USD ($) Segment shares | Dec. 31, 2021 USD ($) Segment shares | Jan. 06, 2023 shares | Dec. 31, 2020 USD ($) shares | |
Product Information [Line Items] | |||||||||||
Number of reporting units | Segment | 1 | 2 | |||||||||
Winding description | During the fourth quarter of 2021, the Company announced it would be winding down the Medical Devices Segment, which accounted for approximately 4% of revenue in 2021 | ||||||||||
Reverse stock split description | 1-for-30 | 1-for-6 reverse split | 1-for-100 | ||||||||
Common stock shares issued | shares | 488,539 | 1,267,340 | 488,539 | ||||||||
Third party outsourcing | $ 9,135,351 | $ 3,398,629 | |||||||||
Cost of goods sold | $ 4,402,944 | $ 4,986,791 | $ 5,004,667 | 6,529,385 | 4,122,684 | ||||||
Cash and cash equivalents balance | $ 4,093,927 | 10,655,490 | 4,093,927 | ||||||||
Cash FDIC insured amount | 250,000 | ||||||||||
Cash SIPC insured amount | 500,000 | ||||||||||
Redeemable preferred stock | 5,250,000 | ||||||||||
Allowance for accounts receivable | 20,695 | 1,996 | 20,695 | ||||||||
Inventory write-down | 55,609 | 179,222 | |||||||||
Goodwill and Intangible Asset Impairment | 10,065,833 | ||||||||||
Goodwill impairment | 11,893,134 | 11,893,134 | |||||||||
Goodwill | |||||||||||
Advertising costs | 1,618,199 | 161,833 | |||||||||
Research and development expense | 193,800 | 64,358 | |||||||||
Patent costs | 67,681 | 61,246 | $ 67,681 | ||||||||
Percentage of writtendown revenue | 4% | ||||||||||
Derivative liability | $ 25,978 | ||||||||||
Accumulated deficit | $ (81,270,334) | $ (80,447,422) | $ (84,103,059) | (78,802,072) | $ (93,724,300) | $ (78,802,072) | |||||
Accounting Standards Update 2020-06 [Member] | |||||||||||
Product Information [Line Items] | |||||||||||
Accumulated deficit | $ 25,978 | 25,978 | |||||||||
Decrease in derivative warrant liability | $ 25,978 | ||||||||||
Warrant [Member] | |||||||||||
Product Information [Line Items] | |||||||||||
Number of warrants issued | shares | 1,526,701 | 10,417 | |||||||||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | One Customer [Member] | |||||||||||
Product Information [Line Items] | |||||||||||
Concentration risk percentage1 | 57% | 49% | |||||||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | One Customer [Member] | |||||||||||
Product Information [Line Items] | |||||||||||
Concentration risk percentage1 | 88% | 81% | |||||||||
Supplier Concentration Risk [Member] | Accounts Payable [Member] | One Manufacturer [Member] | |||||||||||
Product Information [Line Items] | |||||||||||
Concentration risk percentage1 | 48% | 70% | |||||||||
Supplier Concentration Risk [Member] | Accounts Payable [Member] | One Vender [Member] | |||||||||||
Product Information [Line Items] | |||||||||||
Concentration risk percentage1 | 88% | 46% | |||||||||
Trade Name and Customer Relationships [Member] | |||||||||||
Product Information [Line Items] | |||||||||||
Intangible asset, useful life | 10 years | ||||||||||
Indefinite-Lived Intangible Assets Acquired | $ 50,000 | ||||||||||
Shipping and Handling [Member] | |||||||||||
Product Information [Line Items] | |||||||||||
Cost of goods sold | $ 802,958 | $ 338,829 | |||||||||
Maximum [Member] | |||||||||||
Product Information [Line Items] | |||||||||||
Property and equipment useful life | 7 years | ||||||||||
Minimum [Member] | |||||||||||
Product Information [Line Items] | |||||||||||
Property and equipment useful life | 3 years | ||||||||||
Forecast [Member] | |||||||||||
Product Information [Line Items] | |||||||||||
Reverse stock split description | the board of directors approved a one-for-fifty (1-for-50) reverse split of the Company’s issued and outstanding shares of common stock | ||||||||||
Forecast [Member] | Maximum [Member] | |||||||||||
Product Information [Line Items] | |||||||||||
Common stock shares issued | shares | 35,281 |
Schedule of Fair Value of Asset
Schedule of Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($) | Jun. 01, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||
Goodwill | ||||
Trademarks [Member] | ||||
Business Acquisition [Line Items] | ||||
Net identifiable intangible assets | 9,200,000 | |||
Customer Relationships [Member] | ||||
Business Acquisition [Line Items] | ||||
Net identifiable intangible assets | $ 2,700,000 | |||
Activ Nutritional, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Purchase price, as adjusted, paid in cash | $ 25,949,654 | |||
Cash | 8,468 | |||
Accounts receivable | 1,799,695 | |||
Inventories | 613,063 | |||
Prepaids | 49,025 | |||
Accounts payable | (313,731) | |||
Net tangible assets | 2,156,520 | |||
Net identifiable intangible assets | 11,900,000 | |||
Goodwill | 11,893,134 | |||
Fair value of net assets acquired | 25,949,654 | |||
Activ Nutritional, LLC [Member] | Trademarks [Member] | ||||
Business Acquisition [Line Items] | ||||
Net identifiable intangible assets | 9,200,000 | |||
Activ Nutritional, LLC [Member] | Customer Relationships [Member] | ||||
Business Acquisition [Line Items] | ||||
Net identifiable intangible assets | $ 2,700,000 |
Schedule of Pro Forma Finacial
Schedule of Pro Forma Finacial Information (Details) | 12 Months Ended |
Dec. 31, 2021 USD ($) $ / shares | |
Business Combination and Asset Acquisition [Abstract] | |
Revenue | $ 12,765,911 |
Net loss | $ (22,171,583) |
Net loss per share – basic and diluted | $ / shares | $ (47) |
Acquisition of Activ Nutritio_3
Acquisition of Activ Nutritional, LLC (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Jun. 01, 2021 | |
Business Acquisition [Line Items] | |||
Acquisition-related costs | $ 2,103,680 | ||
Activ Nutritional, LLC [Member] | |||
Business Acquisition [Line Items] | |||
Equity Issued in Business Combination, Fair Value Disclosure | $ 26,000,000 | ||
Business combination revenue | $ 6,473,000 | 868,000 | |
Acquisition-related costs | $ 2,104,000 |
Schedule of Inventories (Detail
Schedule of Inventories (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 49,637 | $ 53,320 |
Finished goods | 3,069,784 | 314,371 |
Inventories, net | $ 3,119,421 | $ 367,691 |
Inventories (Details Narrative)
Inventories (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | ||
Write down inventory | $ 55,609 | $ 179,222 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 176,131 | $ 247,705 |
Less accumulated depreciation and amortization | (127,260) | (136,327) |
Property, plant and equipment, net | 48,871 | 111,378 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 4,898 | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 110,016 | 129,696 |
Computer Equipment And Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 66,115 | 111,469 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,642 |
Schedule of Depreciation Expens
Schedule of Depreciation Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||
Depreciation expense | $ 58,789 | $ 91,575 |
Research and Development Expense [Member] | ||
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||
Depreciation expense | 38,106 | |
Selling and Marketing Expense [Member] | ||
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||
Depreciation expense | 16,362 | |
General and Administrative Expense [Member] | ||
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||
Depreciation expense | $ 58,789 | $ 37,107 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Trade name | $ 9,200,000 | |
Customer relationships | 2,700,000 | |
Trademark | 50,000 | |
Intangible assets, gross | 11,950,000 | |
Less accumulated amortization | (694,167) | |
Intangible assets, net | $ 11,255,833 |
Schedule of Changes in Carrying
Schedule of Changes in Carrying Amount of Goodwill (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Beginning Balance | |||
Acquisition | 11,893,134 | ||
Impairment | $ (11,893,134) | (11,893,134) | |
Ending Balance |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of Intangible Assets | $ 1,190,000 | ||
Goodwill and Intangible Asset Impairment | 10,065,833 | ||
Goodwill impairment | $ 11,893,134 | $ 11,893,134 | |
Goodwill impairment percentage | 16% | ||
Trademarks [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets | 9,200,000 | $ 9,200,000 | |
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets | $ 2,700,000 | $ 2,700,000 | |
Trade Name and Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 10 years |
Schedule of Lease Liability (De
Schedule of Lease Liability (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Operating Leases | ||
2023 | $ 3,826 | |
Total lease payments | 3,826 | |
Less: Imputed interest/present value discount | (19) | |
Present value of lease liabilities | 3,807 | $ 25,308 |
Less Current portion | (3,807) | (22,221) |
Operating lease liability - long term | $ 3,807 |
Operating Leases (Details Narra
Operating Leases (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Oct. 31, 2021 | Jul. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 22, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Operating lease payments | $ 2,200 | ||||
Operating Lease, Right-of-Use Asset | $ 24,257 | ||||
Lease liabilities | 3,807 | 25,308 | |||
Operating Lease, Impairment Loss | 24,257 | ||||
Operating Lease, Liability, Current | 3,807 | 22,221 | |||
Gain loss on termination of lease | 106,477 | ||||
Operating Lease, Cost | $ 48,911 | $ 148,826 | |||
Weighted average remaining lease terms | 2 months 1 day | ||||
Lease discount rate | 3.90% | ||||
Lease Termination [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Operating Lease, Right-of-Use Asset | $ 269,706 | ||||
Lease liabilities | 282,226 | ||||
Deposit Assets | $ 10,470 | ||||
Lease termination fee | $ 108,527 |
Warrant Derivative Liability (D
Warrant Derivative Liability (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Jan. 31, 2023 | Nov. 30, 2022 | Feb. 28, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 18, 2022 | Jan. 02, 2021 | Apr. 09, 2019 | |
Fair value of warrants | $ 2,682,500 | $ (2,675,100) | $ (3,548,300) | $ (2,345,800) | ||||||||||
Fair value of the warrant liability | $ 873,200 | $ 5,357,600 | (2,682,500) | 2,675,100 | 3,548,300 | 2,345,800 | ||||||||
Fair value of the warrant liability | 6,438,000 | |||||||||||||
Accumulated deficit | $ (81,270,334) | $ (80,447,422) | $ (84,103,059) | $ (80,447,422) | $ (81,270,334) | $ (93,724,300) | (78,802,072) | |||||||
Accounting Standards Update 2020-06 [Member] | ||||||||||||||
Accumulated deficit | 25,978 | |||||||||||||
Decrease in derivative warrant liability | $ 25,978 | |||||||||||||
Underwriters [Member] | ||||||||||||||
Accumulated deficit | $ 25,978 | |||||||||||||
Underwriters [Member] | IPO [Member] | ||||||||||||||
Exercise price | $ 30 | |||||||||||||
Fair value of warrants | $ 25,978 | |||||||||||||
Issuance of warrants | 10,417 | |||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||
Exercise price | $ 7.88 | |||||||||||||
Series A Warrants [Member] | ||||||||||||||
Exercise price | 18.50 | |||||||||||||
Series B Warrants [Member] | ||||||||||||||
Exercise price | $ 7.88 | |||||||||||||
Series A and SeriesB Warrants [Member] | ||||||||||||||
Fair value of warrants | $ 8,783,800 | |||||||||||||
Series A and SeriesB Warrants [Member] | Subsequent Event [Member] | ||||||||||||||
Exercise price | $ 7.55 | |||||||||||||
Common Class A And B [Member] | Subsequent Event [Member] | ||||||||||||||
Fair value of warrants | $ 721,500 | |||||||||||||
Securities Purchase Agreement [Member] | Series A Warrant [Member] | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 740,000 | |||||||||||||
Exercise price | $ 18.50 | |||||||||||||
Securities Purchase Agreement [Member] | Series B Warrant [Member] | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 740,000 | |||||||||||||
Exercise price | $ 18.50 |
Schedule of Preferred Stock (De
Schedule of Preferred Stock (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Series C Preferred Stock [Member] | |
Class of Stock [Line Items] | |
Gross Proceeds | $ 4,702,500 |
Preferred stock issuance costs | (437,169) |
Accretion of carrying value to redemption value | 932,169 |
Preferred stock subject to possible redemption | 5,197,500 |
Series D Preferred Stock [Member] | |
Class of Stock [Line Items] | |
Gross Proceeds | 47,500 |
Preferred stock issuance costs | (4,416) |
Accretion of carrying value to redemption value | 9,416 |
Preferred stock subject to possible redemption | $ 52,500 |
Schedule of Warrants Activity (
Schedule of Warrants Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Shares, Ending Balance | 1,526,701 | |
Warrant [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Shares, Beginning Balance | 9,701 | 42,655 |
Weighted Average Exercise Price, Beginning Balance | $ 120 | $ 120 |
Weighted Average Remaining Contractual Term (Years), Beginning Balance | 3 years 9 months 21 days | |
Shares, Granted | 1,606,000 | |
Weighted Average Exercise Price, Granted | $ 7.57 | |
Shares, Forfeitures | ||
Weighted Average Exercise Price, Forfeitures | ||
Shares, Expirations | ||
Weighted Average Exercise Price, Expirations | ||
Shares, Exercised | (89,000) | (32,954) |
Weighted Average Exercise Price, Exercised | $ 113 | |
Weighted Average Remaining Contractual Term (Years), Beginning Balance | 2 years 8 months 15 days | |
Weighted Average Remaining Contractual Term, Granted (Years) | 2 years 4 months 24 days | |
Shares, Ending Balance | 1,526,701 | 9,701 |
Weighted Average Exercise Price, Ending Balance | $ 8.67 | $ 120 |
Weighted Average Remaining Contractual Term (Years), Ending Balance | 2 years 4 months 20 days |
Schedule of Exercise Price of W
Schedule of Exercise Price of Warrants Outstanding and Exercisable (Details) | Dec. 31, 2022 $ / shares shares |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrants Outstanding and Exercisable (Shares) | 1,526,701 |
Warrant One [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrants Outstanding and Exercisable (Shares) | 1,517,000 |
Exercise Prices | $ / shares | $ 7.57 |
Warrant Three [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrants Outstanding and Exercisable (Shares) | 9,701 |
Exercise Prices | $ / shares | $ 120 |
Schedule of Share-based Compens
Schedule of Share-based Compensation, Stock Options, Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | |||
Shares Outstanding, Beginning Balance | 17,062 | 15,564 | |
Weighted Average Exercise Price Outstanding, Beginning Balance | $ 317 | $ 474 | |
Weighted Average Remaining Contractual Term (Years) Outstanding, Beginning Balance | 6 years 6 months | 6 years 4 months 17 days | |
Shares, Granted | 1,333 | 6,220 | |
Weighted Average Exercise Price, Granted | $ 7.50 | $ 135 | |
Weighted Average Remaining Contractual Term (Years), Granted | 9 years 6 months | 9 years 3 months 18 days | |
Shares, Forfeitures | (2,014) | (4,722) | |
Weighted Average Exercise Price, Forfeitures | |||
Shares, Expirations | (3,087) | ||
Weighted Average Exercise Price, Expirations | |||
Shares, Exercised | |||
Weighted Average Exercise Price, Exercised | |||
Shares Outstanding, Ending Balance | 13,294 | 17,062 | 15,564 |
Weighted Average Exercise Price Outstanding, Ending Balance | $ 217.05 | $ 317 | $ 474 |
Weighted Average Remaining Contractual Term (Years) Outstanding, Ending Balance | 6 years 9 months 18 days | ||
Shares Exercisable, Ending Balance | 10,217 | ||
Weighted Average Exercise Price Exercisable, Ending Balance | $ 252.06 | ||
Weighted Average Remaining Contractual Term (Years) Exercisable, Ending Balance | 6 years 8 months 12 days |
Schedule of Exercise Price of O
Schedule of Exercise Price of Options Outstanding and Exercisable (Details) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Options Outstanding (Shares) | 13,294 | 17,062 | 15,564 |
Options Exercisable (Shares) | 10,217 | ||
Exercise Price One [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Options Outstanding (Shares) | 1,344 | ||
Options Exercisable (Shares) | 504 | ||
Exercise Prices | $ 7.35 | ||
Exercise Price Two [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Options Outstanding (Shares) | 841 | ||
Options Exercisable (Shares) | 629 | ||
Exercise Prices | $ 45.50 | ||
Exercise Price Three [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Options Outstanding (Shares) | 1,002 | ||
Options Exercisable (Shares) | 334 | ||
Exercise Prices | $ 80.50 | ||
Exercise Price Four [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Options Outstanding (Shares) | 1,008 | ||
Options Exercisable (Shares) | 756 | ||
Exercise Prices | $ 88 | ||
Exercise Price Five [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Options Outstanding (Shares) | 840 | ||
Options Exercisable (Shares) | 840 | ||
Exercise Prices | $ 116.70 | ||
Exercise Price Six [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Options Outstanding (Shares) | 336 | ||
Options Exercisable (Shares) | 336 | ||
Exercise Prices | $ 162.33 | ||
Exercise Price Seven [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Options Outstanding (Shares) | 3,058 | ||
Options Exercisable (Shares) | 1,953 | ||
Exercise Prices | $ 197.70 | ||
Exercise Price Eight [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Options Outstanding (Shares) | 3,862 | ||
Options Exercisable (Shares) | 3,862 | ||
Exercise Prices | $ 300 | ||
Exercise Price Nine [Member] | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Options Outstanding (Shares) | 1,003 | ||
Options Exercisable (Shares) | 1,003 | ||
Exercise Prices | $ 750 |
Schedule of Non Vested Restrict
Schedule of Non Vested Restricted Common Stock Activity (Details) - Restricted Common Stock [Member] | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares, Non-vested shares, beginning | shares | 4,054 |
Fair value of shares, Non-vested shares, beginning | $ / shares | $ 169 |
Number of shares, Granted | shares | |
Fair value of shares, Granted | $ / shares | |
Number of shares, Vested | shares | (3,387) |
Fair value of shares, Vested | $ / shares | $ 186 |
Number of shares, Forfeited | shares | |
Fair value of shares, Forfeited | $ / shares | |
Number of shares, Non-vested shares, ending | shares | 667 |
Fair value of shares, Non-vested shares, ending | $ / shares | $ 80.50 |
Redeemable Preferred Stock (T_3
Redeemable Preferred Stock (Temporary Equity) (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Nov. 29, 2022 | Nov. 23, 2022 | Feb. 18, 2022 | Feb. 10, 2021 | Jan. 28, 2021 | Jan. 15, 2021 | Jan. 08, 2021 | Jan. 31, 2021 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | ||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||||||||
Proceeds from Issuance of Private Placement | $ 4,750,000 | |||||||||||
Net proceeds of preferred stock | 4,308,415 | |||||||||||
Terms of conversion | The holders of the Preferred Stock have the right to require the Company to redeem their shares of preferred stock for cash at 105% of the stated value of such shares through February 27, 2023 which is 90 days from the issue date of the Preferred Stock. The Company has the option to redeem the Preferred Stock for cash at 105% of the stated value commencing after receipt of stockholder approval of the Reverse Split, subject to the rights of the holders of Series C Preferred Stock to convert their shares of Series C Preferred Stock into common stock prior to such redemption. The Company classifies the Preferred Stock outside of permanent equity (as temporary equity within the mezzanine section between liabilities and equity on the consolidated balance sheets) since the redemption of such shares is not solely within the Company’s contro | |||||||||||
Dividends, Preferred Stock | 941,585 | |||||||||||
Voting rights description | The Certificates of Designation for the Preferred Stock provides that the Preferred Stock have no voting rights other than the right to vote on the Amendment and as a class on certain other specified matters, and, with respect to the Series D Certificate of Designation, the right to cast 1,000,000 votes per share of Series D Preferred Stock on the Reverse Stock Split proposal. The Amendment required the approval of the majority of the votes associated with the Company’s outstanding stock entitled to vote on the proposal. On January 5, 2023, the Amendment to authorize a reverse split of the Common Stock was approved at a special meeting of shareholders. Following the meeting, the board of directors approved a one-for-fifty (1-for-50) reverse split of the Company’s issued and outstanding shares of common stock | |||||||||||
[custom:ProceedsFromIssuanceOfPrivatePlacementAdditional] | $ 500,000 | |||||||||||
Redemption price percentage | 105% | |||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | ||||||||||
Common stock, shares issued | 1,267,340 | 488,539 | ||||||||||
Common stock, shares outstanding | 1,267,340 | 488,539 | ||||||||||
Stock Issued During Period, Value, Other | $ 8,834,898 | $ 33,662,596 | ||||||||||
Proceeds from warrant exercises | 1,134,040 | 3,568,415 | ||||||||||
Number of warrant exercised | $ 1,134,040 | $ 3,568,415 | ||||||||||
Shares options, granted | 1,333 | 6,220 | ||||||||||
2018 Equity Incentive Plan [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares options, granted | 183,655 | |||||||||||
Shares issued | 1,344 | |||||||||||
Stock Options [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Aggregate stock-compensation expense | $ 226,000 | $ 601,000 | ||||||||||
Restricted Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Grant date fair value of options granted | 7,793 | |||||||||||
Number of options vested | 83 | |||||||||||
Aggregate stock-compensation expense | $ 82,266 | |||||||||||
Fair value of shares | 1,344 | |||||||||||
Unvested compensation award | $ 19,446 | |||||||||||
Unvested options, amortized year | 1 year 6 months | |||||||||||
Restricted Stock [Member] | 2018 Equity Incentive Plan [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares issued | 200,000 | |||||||||||
Warrant [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of common stock issued | 89,000 | 32,954 | ||||||||||
Warrants to purchase common stock | 1,526,701 | 10,417 | ||||||||||
Intrinsic value of warrants outstanding | $ 0 | |||||||||||
Common Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Dividends, Preferred Stock | ||||||||||||
Stock Issued During Period, Value, Other | 651 | $ 152 | ||||||||||
Number of warrant exercised | $ 89 | $ 33 | ||||||||||
Unvested Options [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of unvested options outstanding | 10,217 | |||||||||||
Number of unvested options outstanding, value | $ 284,388 | |||||||||||
Unvested options, weighted average remaining life | 5 years 2 months 12 days | |||||||||||
Unvested options, weighted average exercise price | $ 8.01 | |||||||||||
Closing stock price | $ 0.65 | |||||||||||
Aggregate intrinsic value of options outstanding | $ 0 | |||||||||||
Unvested Options [Member] | Maximum [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Unvested options, weighted average remaining life | 5 years 2 months 12 days | |||||||||||
Restricted Common Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of options vested | 750 | |||||||||||
Investors [Member] | Warrants [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock market price | $ 15 | $ 113 | ||||||||||
Number of common stock issued | 89,000 | 32,954 | ||||||||||
Net proceeds from warrants | $ 1,334,555 | $ 3,568,415 | ||||||||||
Board Of Directors [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares options, granted | 1,333 | 6,220 | ||||||||||
Grant date fair value of options granted | $ 7,793 | $ 711,000 | ||||||||||
Volatility rate | 146% | |||||||||||
Discount rate | 3.35% | |||||||||||
Expected dividend yield | 0% | 0% | ||||||||||
Expected life | 3 years | |||||||||||
Stock option, exercise price per share | $ 7.50 | |||||||||||
Number of options vested | 167 | |||||||||||
Board Of Directors [Member] | Vest On Quarterly Basis [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of options vested | 1,750 | |||||||||||
Vesting period | 2 years | 3 years | ||||||||||
Board Of Directors [Member] | Vest Ratably Over Three Years [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of options vested | 4,053 | |||||||||||
Board Of Directors [Member] | Vested Immediately [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of options vested | 417 | |||||||||||
Board Of Directors [Member] | Maximum [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Volatility rate | 119% | |||||||||||
Discount rate | 1.28% | |||||||||||
Expected life | 6 years 3 days | |||||||||||
Stock option, exercise price per share | $ 197.50 | |||||||||||
Board Of Directors [Member] | Minimum [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Volatility rate | 111% | |||||||||||
Discount rate | 0.38% | |||||||||||
Expected life | 5 years 1 month 17 days | |||||||||||
Stock option, exercise price per share | $ 45.50 | |||||||||||
Chief Executive Officer [Member] | Restricted Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares options, granted | 3,053 | |||||||||||
Consultant [Member] | Restricted Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of options vested | 833 | |||||||||||
Chief Commercial Officer [Member] | Restricted Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares options, granted | 1,000 | |||||||||||
Vesting period | 3 years | |||||||||||
Securities Purchase Agreement [Member] | Series A Warrants [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock market price | $ 18.50 | |||||||||||
Securities Purchase Agreement [Member] | Series B Warrants [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock market price | $ 18.50 | |||||||||||
Securities Purchase Agreement [Member] | Investor [Member] | Warrant [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock Issued During Period, Value, Other | $ 651,000 | |||||||||||
Common stock market price | $ 15 | |||||||||||
Number of common stock issued | 89,000 | |||||||||||
Securities Purchase Agreement [Member] | Investor [Member] | Series A Warrants [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock market price | $ 14.995 | |||||||||||
Securities Purchase Agreement [Member] | Investor [Member] | Series B Warrants [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock market price | 14.995 | |||||||||||
Securities Purchase Agreement [Member] | Investor [Member] | Common Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock market price | 0.005 | |||||||||||
Placement Agency Agreement [Member] | Roth Capital Partners L L C [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock market price | $ 7.57 | |||||||||||
Reimbursed expenses incurred | $ 100,000 | |||||||||||
Placement Agency Agreement [Member] | Roth Capital Partners L L C [Member] | Maximum [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants issued, shares | 37,000 | |||||||||||
Sales Agreement [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Sale of stock, proceeds from transaction | $ 33,663,000 | |||||||||||
Issuance cost | 327,000 | |||||||||||
Private Placement [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Sale of Stock, Price Per Share | $ 9.50 | |||||||||||
[custom:OriginalIssueDiscountRate-0] | 5% | |||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 10 | |||||||||||
Proceeds from Issuance of Private Placement | $ 4,750,000 | |||||||||||
Net proceeds of preferred stock | $ 4,308,415 | |||||||||||
February 2022 Offering [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Net proceeds, after deduction | $ 11,100,000 | |||||||||||
Net proceeds, after deduction | 9,969,000 | |||||||||||
Proceeds from warrant exercises | $ 1,134,000 | |||||||||||
February 2022 Offering [Member] | Series A Warrant [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants to purchase common stock | 740,000 | |||||||||||
February 2022 Offering [Member] | Series B Warrant [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants to purchase common stock | 740,000 | |||||||||||
February 2022 Offering [Member] | Investor [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of warrant exercised | $ 89,000 | |||||||||||
February 2022 Offering [Member] | Investor [Member] | Warrant [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of common stock issued | 89,000 | |||||||||||
February 2022 Offering [Member] | Investor [Member] | Common Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock Issued During Period, Value, Other | $ 651,000 | |||||||||||
February 2022 Offering [Member] | Placement Agency Agreement [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of stock sold percentage | 7% | |||||||||||
January 2021 1st ATM offering [Member] | Sales Agreement [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of stock sold percentage | 3% | |||||||||||
Number of stock sold | 51,197 | |||||||||||
Sale of stock, proceeds from transaction | $ 9,700,000 | |||||||||||
January 2021 1st ATM offering [Member] | Sales Agreement [Member] | Maximum [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Sale of stock, proceeds from transaction | $ 10,000,000 | |||||||||||
January 2021 2nd ATM offering [Member] | Sales Agreement [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of stock sold | 100,977 | |||||||||||
Sale of stock, proceeds from transaction | $ 24,250,000 | |||||||||||
January 2021 2nd ATM offering [Member] | Sales Agreement [Member] | Maximum [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Sale of stock, proceeds from transaction | $ 25,000,000 | |||||||||||
Series C Convertible Redeemable Preferred Stock [Member] | Private Placement [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Partners' Capital Account, Units, Sold in Private Placement | 495,000 | |||||||||||
Preferred Stock, Convertible, Conversion Price | $ 7.88 | |||||||||||
Series D Redeemable Preferred Stock [Member] | Private Placement [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Partners' Capital Account, Units, Sold in Private Placement | 5,000 | |||||||||||
Series C Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
[custom:PreferredStockSubjectToPossibleRedemption] | 5,197,500 | |||||||||||
Issuance cost | 437,169 | |||||||||||
Series D Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
[custom:PreferredStockSubjectToPossibleRedemption] | 52,500 | |||||||||||
Issuance cost | $ 4,416 |
Schedule of Effective Income Ta
Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
U. S. federal statutory tax rate | (21.00%) | (21.00%) |
State, net of federal benefit | (0.65%) | (7.00%) |
Non-deductible goodwill impairment charge | ||
Adjustment to deferred tax asset | (21.65%) | (28.00%) |
Change in valuation allowance | 21.65% | 28% |
Effective tax rate | 0% | 0% |
Schedule of Components of Defer
Schedule of Components of Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 10,594,000 | $ 8,329,000 |
Stock-based compensation | 1,485,000 | 1,637,000 |
Accrued expenses | 17,000 | 12,000 |
Charitable contributions | 4,000 | 3,000 |
Inventory reserves | 7,000 | 137,000 |
Intangibles | 4,949,000 | 39,000 |
Valuation allowance | (16,546,000) | (10,126,000) |
Total deferred tax assets | 510,000 | 31,000 |
Unrealized gains/losses | (490,000) | |
Allowance for doubtful accounts | (4,000) | |
Operating lease right of use asset | (1,000) | |
Research and development credit | (10,000) | (13,000) |
Depreciation | (10,000) | (13,000) |
Total deferred tax liabilities | (510,000) | (31,000) |
Deferred taxes, net |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax provision | $ 0 | $ 0 |
Operating loss carryforwards | $ 42,990,000 | |
Operating loss carryforwards, limitations on use | begin to expire in 2035 | |
Unrecognized tax benefits | $ 0 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 12 Months Ended | ||||||
Jan. 24, 2023 Integer $ / shares | Jan. 05, 2023 $ / shares shares | Jul. 26, 2022 $ / shares | Jan. 25, 2022 $ / shares | Mar. 01, 2021 | Jan. 06, 2021 USD ($) | Dec. 31, 2022 | |
Loss Contingencies [Line Items] | |||||||
Bid price | $ 1 | ||||||
Reverse stock split description | 1-for-30 | 1-for-6 reverse split | 1-for-100 | ||||
Subsequent Event [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Reverse stock split description | the board of directors approved a one-for-fifty (1-for-50) reverse split of the Company’s issued and outstanding shares of common stock (the “Reverse Stock Split”) | ||||||
Subsequent Event [Member] | Series A and SeriesB Warrants [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Number of shares issued | shares | 50 | ||||||
Exercise price | $ 18.50 | ||||||
Number of shares issued | shares | 35,281 | ||||||
Common Stock [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Bid price | $ 1 | $ 1 | |||||
Common Stock [Member] | Subsequent Event [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Bid price | $ 1 | ||||||
Trading days | Integer | 10 | ||||||
Maximum [Member] | Subsequent Event [Member] | Series A and SeriesB Warrants [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Exercise price | $ 7.57 | ||||||
Meeting [Member] | Subsequent Event [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Reverse stock split description | the Company’s outstanding shares of common stock, par value $0.001, at a specific ratio, up to a maximum of a 1-for-100 split | ||||||
Mr. Scholte's [Member] | Employment Agreement [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Officers compensation | $ | $ 400,000 | ||||||
Deferred compensation arrangement with individual, description | Mr. Scholtes shall be granted (i) stock options equal to 2% of the Company’s issued and outstanding shares of common stock on the date of grant if the Company achieves certain specified performance objectives established by the Board of Directors for the Company’s fiscal years ended December 31, 2021, and December 31, 2022, and (ii) additional stock options equal to either 2% or 3% of the Company’s issued and outstanding shares of common stock on the date of grant if the Company meets certain financial objectives during the first five years following January 6, 2021. If Mr. Scholtes’ employment is terminated by the Company without cause, as defined under his employment agreement, if the term expires after a notice of non-renewal is delivered by the Company, or if Mr. Scholtes’ employment is terminated following a change of control, as defined, Mr. Scholtes will be entitled to (a) twelve months’ base salary, (b) the prorated portion of the any bonus, based on actual performance, and (c) base salary and benefits accrued through the date of termination | ||||||
Mr. Scholte's [Member] | Employment Agreement [Member] | Maximum [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Employee benefit | $ | $ 400,000 |
Schedule of Restatement of Cons
Schedule of Restatement of Consolidated Financial Statements (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Total assets | $ 28,228,212 | $ 29,834,743 | $ 31,620,528 | $ 29,834,743 | $ 28,228,212 | $ 21,686,068 | $ 23,460,652 | |
Warrant derivative liability | 5,235,500 | 6,108,700 | 11,466,300 | 6,108,700 | 5,235,500 | |||
Total liabilities | 6,968,726 | 7,801,894 | 13,292,708 | 7,801,894 | 6,968,726 | 8,518,146 | 1,162,852 | |
Additional paid-in capital | 102,468,219 | 102,418,670 | 102,369,452 | 102,418,670 | 102,468,219 | 101,640,955 | 101,099,383 | |
Accumulated deficit | (81,270,334) | (80,447,422) | (84,103,059) | (80,447,422) | (81,270,334) | (93,724,300) | (78,802,072) | |
Total stockholders’ equity | 21,259,486 | 22,032,849 | 18,327,820 | 22,032,849 | 21,259,486 | 7,917,922 | 22,297,800 | $ 8,515,266 |
Total liabilities, redeemable preferred stock, and stockholders’ equity | 28,228,212 | 29,834,743 | 31,620,528 | 29,834,743 | 28,228,212 | 21,686,068 | 23,460,652 | |
Revenue | 2,663,550 | 3,275,213 | 2,384,619 | 5,659,832 | 8,323,382 | 11,049,772 | 7,233,118 | |
Cost of goods sold and operating expenses | 4,402,944 | 4,986,791 | 5,004,667 | 6,529,385 | 4,122,684 | |||
Change in fair value of warrant derivative liability | 873,200 | 5,357,600 | (2,682,500) | 2,675,100 | 3,548,300 | 2,345,800 | ||
Total other income (expense) | 916,482 | 5,367,215 | (2,680,939) | 2,686,276 | 3,602,758 | 2,498,370 | 1,797 | |
Net loss | $ (822,912) | $ 3,655,637 | $ (5,300,987) | $ (1,645,350) | $ (2,468,262) | $ (14,922,228) | $ (24,745,009) | |
Net loss per common share – basic and diluted | $ (0.50) | $ 3 | $ (7) | $ (1.50) | $ (2.50) | $ (14.15) | $ (52.23) | |
Cost of goods sold and operating expenses | $ 9,991,458 | $ 14,394,402 | ||||||
Net Loss | $ (822,912) | $ 3,655,637 | $ (5,300,987) | (1,645,350) | (2,468,262) | $ (14,922,228) | $ (24,745,009) | |
Change in fair value of warrant derivative liability | 2,682,500 | (2,675,100) | (3,548,300) | (2,345,800) | ||||
Net cash used in operating activities | (2,226,473) | (4,800,765) | (6,082,906) | $ (7,446,812) | $ (10,644,416) | |||
Non-cash financing activities: | ||||||||
Issuance of warrant derivative liability | 8,783,800 | 8,783,800 | 8,783,800 | |||||
Previously Reported [Member] | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Total assets | 28,228,212 | 29,834,743 | 31,620,528 | 29,834,743 | 28,228,212 | |||
Warrant derivative liability | ||||||||
Total liabilities | 1,733,226 | 1,693,194 | 1,826,408 | 1,693,194 | 1,733,226 | |||
Additional paid-in capital | 111,252,019 | 111,202,470 | 111,153,252 | 111,202,470 | 111,252,019 | |||
Accumulated deficit | (84,818,634) | (83,122,522) | (81,420,559) | (83,122,522) | (84,818,634) | |||
Total stockholders’ equity | 26,494,986 | 28,141,549 | 29,794,120 | 28,141,549 | 26,494,986 | |||
Total liabilities, redeemable preferred stock, and stockholders’ equity | 28,228,212 | 29,834,743 | 31,620,528 | 29,834,743 | 28,228,212 | |||
Revenue | 2,663,550 | 3,275,213 | 2,384,619 | 5,659,832 | 8,323,382 | |||
Cost of goods sold and operating expenses | 4,402,944 | 4,986,791 | 5,004,667 | |||||
Change in fair value of warrant derivative liability | ||||||||
Total other income (expense) | 43,282 | 9,615 | 1,561 | 11,176 | 54,458 | |||
Net loss | $ (1,696,112) | $ (1,701,963) | $ (2,618,487) | $ (4,320,450) | $ (6,016,562) | |||
Net loss per common share – basic and diluted | $ (1.50) | $ (1.50) | $ (3.50) | $ (4.50) | $ (5.50) | |||
Cost of goods sold and operating expenses | $ 9,991,458 | $ 14,394,402 | ||||||
Net Loss | $ (1,696,112) | $ (1,701,963) | $ (2,618,487) | (4,320,450) | (6,016,562) | |||
Change in fair value of warrant derivative liability | ||||||||
Net cash used in operating activities | (2,226,473) | (4,800,765) | (6,082,906) | |||||
Non-cash financing activities: | ||||||||
Issuance of warrant derivative liability | ||||||||
Revision of Prior Period, Adjustment [Member] | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Total assets | ||||||||
Warrant derivative liability | 5,235,500 | 6,108,700 | 11,466,300 | 6,108,700 | 5,235,500 | |||
Total liabilities | 5,235,500 | 6,108,700 | 11,466,300 | 6,108,700 | 5,235,500 | |||
Additional paid-in capital | (8,783,800) | (8,783,800) | (8,783,800) | (8,783,800) | (8,783,800) | |||
Accumulated deficit | 3,548,300 | 2,675,100 | (2,682,500) | 2,675,100 | 3,548,300 | |||
Total stockholders’ equity | (5,235,500) | (6,108,700) | (11,466,300) | (6,108,700) | (5,235,500) | |||
Total liabilities, redeemable preferred stock, and stockholders’ equity | ||||||||
Revenue | ||||||||
Cost of goods sold and operating expenses | ||||||||
Change in fair value of warrant derivative liability | 873,200 | 5,357,600 | (2,682,500) | 2,675,100 | 3,548,300 | |||
Total other income (expense) | 873,200 | 5,357,600 | (2,682,500) | 2,675,100 | 3,548,300 | |||
Net loss | $ 873,200 | $ 5,357,600 | $ (2,682,500) | $ 2,675,100 | $ 3,548,300 | |||
Net loss per common share – basic and diluted | $ 0.50 | $ 4.50 | $ (3.50) | $ 2.50 | $ 3.50 | |||
Cost of goods sold and operating expenses | ||||||||
Net Loss | $ 873,200 | $ 5,357,600 | $ (2,682,500) | 2,675,100 | 3,548,300 | |||
Change in fair value of warrant derivative liability | 2,682,500 | (2,675,100) | (3,548,300) | |||||
Net cash used in operating activities | ||||||||
Non-cash financing activities: | ||||||||
Issuance of warrant derivative liability | $ 8,783,800 | $ 8,783,800 | $ 8,783,800 |