Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 09, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-38861 | |
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 $0.001 per share | |
Trading Symbol | GHSI | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,275,238 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 7,657,309 | $ 10,655,490 |
Restricted cash | 5,250,000 | |
Accounts receivable | 1,766,028 | 1,924,353 |
Inventories | 2,450,650 | 3,119,421 |
Prepaid expenses and other current assets | 965,644 | 687,933 |
Total current assets | 12,839,631 | 21,637,197 |
Property and equipment, net | 38,144 | 48,871 |
Total assets | 12,877,775 | 21,686,068 |
Current liabilities | ||
Accounts payable | 881,600 | 1,518,052 |
Accrued expenses | 550,057 | 558,287 |
Operating lease liability - current | 3,807 | |
Warrant derivative liability – current | 1,931,400 | |
Total current liabilities | 1,431,657 | 4,011,546 |
Warrant derivative liability – long-term | 3,744,400 | 4,506,600 |
Total liabilities | 5,176,057 | 8,518,146 |
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, no shares issued and outstanding at September 30, 2023 and December 31, 2022 | ||
Common stock, $0.001 par value; 250,000,000 shares authorized; 1,275,239 shares and 1,267,340 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively | 1,275 | 1,267 |
Additional paid-in capital | 101,691,430 | 101,640,955 |
Accumulated deficit | (93,990,987) | (93,724,300) |
Total stockholders’ equity | 7,701,718 | 7,917,922 |
Total liabilities, redeemable preferred stock and stockholders’ equity | 12,877,775 | 21,686,068 |
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 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 1,275,239 | 1,267,340 |
Common stock, shares outstanding | 1,275,239 | 1,267,340 |
Series C Convertible Redeemable Preferred Stock [Member] | ||
Preferred stock, shares issued | 0 | 495,000 |
Preferred stock, shares outstanding | 0 | 495,000 |
Series D Redeemable Preferred Stock [Member] | ||
Preferred stock, shares issued | 0 | 5,000 |
Preferred stock, shares outstanding | 0 | 5,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue | ||||
Total revenue | $ 3,337,190 | $ 2,663,550 | $ 9,312,695 | $ 8,323,382 |
Total cost of goods sold | 1,876,938 | 1,575,366 | 5,267,874 | 4,739,197 |
Gross profit | 1,460,252 | 1,088,184 | 4,044,821 | 3,584,185 |
Operating expenses | ||||
Research and development | 10,671 | 60,203 | 150,604 | 162,418 |
Sales and marketing | 318,734 | 526,193 | 1,332,469 | 1,583,349 |
General and administrative | 1,903,761 | 2,231,895 | 5,811,315 | 7,875,894 |
Impairment of right-of-use asset | 24,257 | |||
Loss on disposal of fixed assets | 9,287 | 9,287 | ||
Total operating expenses | 2,233,166 | 2,827,578 | 7,294,388 | 9,655,205 |
Loss from operations | (772,914) | (1,739,394) | (3,249,567) | (6,071,020) |
Other income (expense) | ||||
Change in fair value of warrant derivative liability | 1,050,800 | 873,200 | 2,693,600 | 3,548,300 |
Interest income, net | 94,747 | 43,282 | 289,280 | 54,458 |
Other income (expense), net | 1,145,547 | 916,482 | 2,982,880 | 3,602,758 |
Net income (loss) | $ 372,633 | $ (822,912) | $ (266,687) | $ (2,468,262) |
Net income (loss) per common share - basic | $ 0.29 | $ (0.67) | $ (0.21) | $ (2.27) |
Net income (loss) per common share - diluted | $ 0.29 | $ (0.67) | $ (0.21) | $ (2.27) |
Weighted average common shares outstanding - basic | 1,273,486 | 1,232,016 | 1,273,249 | 1,083,924 |
Weighted average common shares outstanding - diluted | 1,273,486 | 1,232,016 | 1,273,249 | 1,083,924 |
Clinical Nutrition [Member] | ||||
Revenue | ||||
Total revenue | $ 3,337,190 | $ 2,663,550 | $ 9,312,695 | $ 8,304,663 |
Other [Member] | ||||
Revenue | ||||
Total revenue | $ 18,719 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance, value at Dec. 31, 2021 | $ 489 | $ 101,099,383 | $ (78,802,072) | $ 22,297,800 |
Balance, shares at Dec. 31, 2021 | 488,539 | |||
Fair value of vested stock options | 85,963 | 85,963 | ||
Fair value of vested restricted stock | 59,906 | 59,906 | ||
Net Income (loss) | (5,300,987) | (5,300,987) | ||
Common stock issued upon exercise of warrants | $ 89 | 1,133,951 | 1,134,040 | |
Common stock issued upon exercise of warrants, shares | 89,000 | |||
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 | |||
Recognition of fair value of warrant derivative liability issued in connection with issuance of common stock | (8,783,800) | (8,783,800) | ||
Balance, value at Mar. 31, 2022 | $ 1,229 | 102,429,650 | (84,103,060) | 18,327,820 |
Balance, shares at Mar. 31, 2022 | 1,228,539 | |||
Balance, value at Dec. 31, 2021 | $ 489 | 101,099,383 | (78,802,072) | 22,297,800 |
Balance, shares at Dec. 31, 2021 | 488,539 | |||
Net Income (loss) | (2,468,262) | |||
Issuance of vested restricted stock, net of shares withheld for payment of employee withholding tax | 24,011 | |||
Balance, value at Sep. 30, 2022 | $ 1,232 | 102,528,587 | (81,270,334) | 21,259,485 |
Balance, shares at Sep. 30, 2022 | 1,232,016 | |||
Balance, value at Mar. 31, 2022 | $ 1,229 | 102,429,650 | (84,103,060) | 18,327,820 |
Balance, shares at Mar. 31, 2022 | 1,228,539 | |||
Fair value of vested stock options | 61,818 | 61,818 | ||
Fair value of vested restricted stock | 11,585 | 11,585 | ||
Net Income (loss) | 3,655,637 | 3,655,637 | ||
Issuance of vested restricted stock, net of shares withheld for payment of employee withholding tax | $ 3 | (24,014) | (24,011) | |
Issuance of vested restricted stock, net of shares withheld for payment of employee withholding tax, shares | 3,477 | |||
Balance, value at Jun. 30, 2022 | $ 1,232 | 102,479,039 | (80,447,422) | 22,032,849 |
Balance, shares at Jun. 30, 2022 | 1,232,016 | |||
Fair value of vested stock options | 44,101 | 44,101 | ||
Fair value of vested restricted stock | 5,447 | 5,447 | ||
Net Income (loss) | (822,912) | (822,912) | ||
Balance, value at Sep. 30, 2022 | $ 1,232 | 102,528,587 | (81,270,334) | 21,259,485 |
Balance, shares at Sep. 30, 2022 | 1,232,016 | |||
Balance, value at Dec. 31, 2022 | $ 1,267 | 101,640,955 | (93,724,300) | 7,917,922 |
Balance, shares at Dec. 31, 2022 | 1,267,340 | |||
Fair value of vested stock options | 25,182 | 25,182 | ||
Fair value of vested restricted stock | 5,329 | 5,329 | ||
Fair value of vested restricted stock, shares | ||||
Net Income (loss) | 533,091 | 533,091 | ||
Balance, value at Mar. 31, 2023 | $ 1,267 | 101,671,466 | (93,191,209) | 8,481,524 |
Balance, shares at Mar. 31, 2023 | 1,267,340 | |||
Balance, value at Dec. 31, 2022 | $ 1,267 | 101,640,955 | (93,724,300) | 7,917,922 |
Balance, shares at Dec. 31, 2022 | 1,267,340 | |||
Net Income (loss) | (266,687) | |||
Issuance of vested restricted stock, net of shares withheld for payment of employee withholding tax | ||||
Balance, value at Sep. 30, 2023 | $ 1,275 | 101,691,430 | (93,990,987) | 7,701,718 |
Balance, shares at Sep. 30, 2023 | 1,275,239 | |||
Balance, value at Mar. 31, 2023 | $ 1,267 | 101,671,466 | (93,191,209) | 8,481,524 |
Balance, shares at Mar. 31, 2023 | 1,267,340 | |||
Fair value of vested stock options | (73,456) | (73,456) | ||
Fair value of vested restricted stock | 5,388 | 5,388 | ||
Net Income (loss) | (1,172,411) | (1,172,411) | ||
Balance, value at Jun. 30, 2023 | $ 1,267 | 101,603,398 | (94,363,620) | 7,241,045 |
Balance, shares at Jun. 30, 2023 | 1,267,340 | |||
Fair value of vested stock options | 27,943 | 27,943 | ||
Fair value of vested restricted stock | 2,194 | 2,194 | ||
Fair value of vested restricted stock, shares | 250 | |||
Net Income (loss) | 372,633 | 372,633 | ||
Common stock issued upon exercise of warrants | $ 8 | 57,895 | 57,903 | |
Common stock issued upon exercise of warrants, shares | 7,649 | |||
Balance, value at Sep. 30, 2023 | $ 1,275 | $ 101,691,430 | $ (93,990,987) | $ 7,701,718 |
Balance, shares at Sep. 30, 2023 | 1,275,239 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Operating Activities | |||||||
Net loss | $ 372,633 | $ 533,091 | $ (822,912) | $ (5,300,987) | $ (266,687) | $ (2,468,262) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Depreciation and amortization | 14,518 | 946,397 | |||||
Loss on disposal of fixed assets | 9,287 | 9,287 | |||||
Impairment of right-of-use asset | 24,257 | $ 24,257 | |||||
Fair value of vested stock options | (20,331) | 191,882 | |||||
Fair value of vested restricted common stock | 12,911 | 76,938 | |||||
Change in fair value of warrant derivative liability | (2,693,600) | (3,548,300) | |||||
Increase (decrease) in: | |||||||
Accounts receivable | 158,325 | (41,679) | |||||
Inventories | 668,771 | (1,585,240) | |||||
Prepaid expenses | (277,711) | (258,560) | |||||
Accounts payable | (636,452) | 799,249 | |||||
Operating lease liability | (3,807) | (16,556) | |||||
Accrued expenses | (8,230) | (212,319) | |||||
Net cash used in operating activities | (3,052,293) | (6,082,906) | |||||
Investing Activities | |||||||
Purchase of equipment | (3,791) | (5,569) | |||||
Purchase of US Treasury Bills | (77,591,741) | ||||||
Sale of US Treasury Bills | 82,587,364 | ||||||
Net cash (used in) provided by investing activities | (3,791) | 4,990,054 | |||||
Financing Activities | |||||||
Redemption of preferred stock | (5,250,000) | ||||||
Proceeds from sale of common stock, net | 8,834,899 | ||||||
Proceeds from exercise of warrants | 57,903 | 1,134,040 | |||||
Payment for employee withholding tax | (24,011) | ||||||
Net cash (used in) provided by financing activities | (5,192,097) | 9,944,928 | |||||
Cash, cash equivalents and restricted cash | |||||||
Net (decrease) increase in cash, cash equivalents and restricted cash | (8,248,181) | 8,852,076 | |||||
Balance at beginning of period | $ 15,905,490 | $ 4,093,927 | 15,905,490 | 4,093,927 | 4,093,927 | ||
Balance at end of period | $ 7,657,309 | $ 12,946,003 | 7,657,309 | 12,946,003 | $ 15,905,490 | ||
Cash paid for: | |||||||
Income taxes | |||||||
Interest | |||||||
Non-cash financing activities: | |||||||
Recognition of initial warrant derivative liability | $ 8,783,800 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure [Table] | ||||||||
Net Income (Loss) Attributable to Parent | $ 372,633 | $ (1,172,411) | $ 533,091 | $ (822,912) | $ 3,655,637 | $ (5,300,987) | $ (266,687) | $ (2,468,262) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Insider Trading Arrangements [Line Items] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Organization and Business Opera
Organization and Business Operations | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | 1. Organization 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 designed to support healthcare professionals and providers, and their patients and consumers. 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. 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. Liquidity For the nine months ended September 30, 2023, the Company recorded a loss from operations of $ 3,249,567 3,052,293 7,657,309 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 (primarily the Viactiv® product line) and the successful development and commercialization of new products and product lines. The Company may also utilize cash to fund acquisitions of complementary businesses, product lines and/or brands. 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 product development programs or curtail or cease operations. Inflation Higher inflation, the actions by the Federal Reserve Bank to address inflation, most notably continuing increases in interest rates, and rising food and energy prices in combination with higher labor costs create uncertainty about the future economic environment. The Company expects that the impact of these issues will continue to evolve. The Company believes these factors impacted the Company’s business in 2022 and the first nine months of 2023, and will continue to impact the Company’s business for the remainder of 2023 and in 2024. The implications of higher government deficits and debt, tighter monetary policy, and higher long-term interest rates may drive a higher cost of capital for the business and an increase in the Company’s operating expenses. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The unaudited condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. The unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s annual financial statements for the year ended December 31, 2022, and, in the opinion of management, reflect all adjustments, which consist of normal recurring adjustments, considered necessary for a fair presentation of the periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2023. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes for the fiscal year ended December 31, 2022 included in the Company’s December 31, 2022 Annual Report on Form 10-K, which was filed with the SEC on April 17, 2023. The condensed consolidated balance sheet as of December 31, 2022 was derived from the audited consolidated financial statements as of that date, but does not include all disclosures, including notes, required by GAAP. The Company’s unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All inter-company transactions and balances have been eliminated in consolidation. In accordance with the “Segment Reporting” Topic of the Accounting Standards Codification, the Company’s chief operating decision maker (the Company’s Chief Executive Officer) determined that the Company has only one Reverse Stock 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 a one-for-fifty (1:50) reverse stock split 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 split as if the split occurred at the beginning of the earliest period presented in this Quarterly Report on Form 10-Q. Use of Estimates The preparation of the Company’s financial statements in conformity with 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. 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 the warrant derivative liability, 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 materially from those estimates. Revenue Recognition 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. 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. At September 30, 2023 and December 31, 2022, the allowance for doubtful accounts was zero 1,996 The Company’s revenues by product line for the three months and nine months ended September 30, 2023 and 2022 are as a follows: Schedule of Revenues by Product 2023 2022 2023 2022 Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Clinical Nutrition $ 3,337,190 $ 2,663,550 $ 9,312,695 $ 8,304,663 Other - - - 18,719 Revenue $ 3,337,190 $ 2,663,550 $ 9,312,695 $ 8,323,382 Substantially all of the Company’s revenues earned during the three months and nine months ended September 30, 2023 and 2022 are derived from sales of the Company’s clinical nutrition products primarily to retail customers in North America. The Company’s revenues by geographical area for the three months and nine months ended September 30, 2023 and 2022 are as follows: Schedule of Revenue by Geographical Area 2023 2022 2023 2022 Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 North America $ 3,337,190 $ 2,663,550 $ 9,312,695 $ 8,304,483 Europe and other - - - 18,899 Total revenue $ 3,337,190 $ 2,663,550 $ 9,312,695 $ 8,323,382 Third-Party Outsourcing The Company derives substantially all of its revenue from the sale of products using a third-party fulfillment center which provides 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 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 $ 1,759,260 1,876,259 4,339,388 1,932,967 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 $ 135,059 209,804 416,101 622,178 Advertising Costs Advertising costs are expensed as incurred and are included in sales and marketing expense. Advertising costs were $ 279,457 385,010 1,109,310 1,264,740 Concentrations Revenue. 68 64 47 21 50 14 57 56 10 Accounts receivable 61 13 88 10 Purchases from vendors 59 47 49 46 Accounts payable 84 88 13 10 Cash and cash equivalents. 7,657,309 The Company routinely has cash balances in financial institutions in excess of the FDIC and SIPC insurance limits of $ 250,000 500,000 Stock-Based Compensation Stock-based awards for stock options and restricted stock awards to employees and non-employees are accounted for by using the fair value method in accordance with ASC 718 , Share-Compensation – Stock Compensation Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”), and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted when the warrants are issued and at the end each subsequent quarterly period while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be liability classified and recorded at their initial fair value on the date of issuance and remeasured at fair value at each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The Company has determined that the warrants issued in the February 18, 2022 equity financing (see Note 6) meet the requirements for liability classification. Income (Loss) per Common Share Basic earnings (loss) per share (“EPS” or “LPS”) is computed by dividing net loss by the weighted-average common shares outstanding during the period, excluding shares of unvested restricted common stock outstanding. Diluted EPS/LPS 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. Shares of vested restricted stock are included in the diluted weighted average number of common shares outstanding from the date they are vested. In addition, net earnings (loss) for diluted EPS/LPS is adjusted for the impact of the assumed exercise of the The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings (loss) per share: Schedule of Anti-dilutive Securities Excluded from Computation of Earnings per Share 2023 2022 September 30, 2023 2022 Warrants 779,052 1,489,702 Options 20,577 14,470 Unvested restricted common stock 417 667 Anti-dilutive securities 800,046 1,504,839 Fair Value of Financial Instruments Accounting standards require certain assets and liabilities to 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 the sale of an asset or paid to transfer a liability in an orderly transaction between market participants on 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 financial assets and liabilities at fair value as of September 30, 2023, and December 31, 2022: Schedule of Assets and Liabilities at Fair Value Level 1 Level 2 Level 3 Total September 30, 2023 Level 1 Level 2 Level 3 Total Assets $ - $ - $ - $ - Total assets $ - $ - $ - $ - Liabilities Warrant derivative liability $ - $ - $ 3,744,400 $ 3,744,400 Total liabilities $ - $ - $ 3,744,400 $ 3,744,400 Level 1 Level 2 Level 3 Total 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 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 nine months ended September 30, 2023: Schedule of Warrant Derivative Liability Measured at Fair Value Warrant derivative liability Balance as of beginning of period – December 31, 2022 $ 6,438,000 Change in fair value of warrant derivative liability, during the period (2,693,600 ) Balance as of end of period – September 30, 2023 $ 3,744,400 As of September 30, 2023, and December 31, 2022, the Company’s outstanding warrants were treated as derivative liabilities and changes in the fair value were recognized in earnings (see Note 6). As of September 30, 2023, the current warrant derivative liability was zero and the long-term warrant derivative liability was $ 3,744,400 1,931,400 4,506,600 The Company believes the carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable, and accounts payable and accrued liabilities, approximate fair value due to the short-term nature of such instruments and are excluded from the fair value tables above. 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”). ASU 2016-13 significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivables. ASU 2016-13 replaces the “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 ASU 2016-13’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 was effective for and adopted by the Company effective January 1, 2023. The adoption of ASU 2016-13 did not have any material impact on the Company’s financial statement presentation or and related disclosures. 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 was 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 related disclosures. In July 2023, the FASB issued ASU 2023-03, Presentation of Financial Statements (Topic 205), Income Statement — Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation — Stock Compensation (Topic 718) Presentation of Financial Statements (“ASU 2023-03”). ASU 2023-03 amends the FASB Accounting Standards Codification to include Amendments to SEC Paragraphs pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022 EITF Meeting, and SEC Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280 — General Revision of Regulation S-X: Income or Loss Applicable to Common Stock. As ASU 2023-03 did not provide any new guidance, there was no transition or effective date associated with its adoption. Accordingly, the Company adopted ASU 2023-03 immediately upon its issuance. The adoption of ASU 2023-03 did not have any impact on the Company’s consolidated financial statement presentation or related disclosures. Other recent accounting pronouncements and guidance issued by FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future financial statements. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | 3. Inventories Inventories consist of the following: Schedule of Inventories September 30, December 31, 2023 2022 Raw materials $ 35,405 $ 49,637 Finished goods 2,415,245 3,069,784 Inventories, net $ 2,450,650 $ 3,119,421 The Company’s inventories are stated at the lower of cost or net realizable value calculated on a first-in, first-out basis. |
Intangible Assets, Net
Intangible Assets, Net | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | 4. Intangible Assets, Net At December 31, 2021, the gross amount of the Company’s amortizable finite-lived identifiable intangible assets, consisting of a trade name and customer relationships, totaled $ 11,900,000 10,065,833 For the three months and nine months ended September 30, 2022, amortization expense was $ 297,500 892,500 |
Operating Leases
Operating Leases | 9 Months Ended |
Sep. 30, 2023 | |
Operating Leases | |
Operating Leases | 5. 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 $ 2,700 As of December 31, 2022, the Company’s VectorVision subsidiary leased a warehouse space in Ohio under an operating lease that expired in February 2023. During the year ended December 31, 2022, the Company recorded an impairment of the operating lease right-of-use asset of $ 24,257 22,221 3,807 |
Warrant Derivative Liability
Warrant Derivative Liability | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Warrant Derivative Liability | 6. Warrant Derivative Liability On February 18, 2022, the Company sold in a best-efforts public offering, 651,000 740,000 740,000 18.50 The Series A and Series B Warrants contain certain anti-dilution provisions, including a down round provision and certain cash redemption rights. On November 30, 2022, the exercise price of the Series A and Series B Warrants was adjusted downward to $ 7.88 In addition, the Series A Warrants and Series B Warrants contain a provision which requires that the exercise price of such warrants be adjusted to the volume weighted average price of the Company’s common stock for the five trading days immediately following effectiveness of a reverse stock split if such calculation resulted in an exercise price below the then-current exercise price. The Company determined that this 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 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 are classified as a derivative liability. In January 2023, in conjunction with the completion of the Company’s reverse stock split (see Note 2), the exercise price of the Series A and Series B warrants was further adjusted to $ 7.57 The fair value of the warrant liability on September 30, 2023, and at December 31, 2022, was $ 3,744,400 6,438,000 Schedule of Warrant Derivative Liability Series A Warrants Series B Warrants September 30, 2023 December 31, 2022 September 30, 2023 December 31, 2022 Common stock market price $ 7.38 $ 7.26 $ - $ 7.26 Exercise price 7.57 7.88 - 7.88 Expected term (in years) 3.40 4.15 - 0.65 Expected volatility 102.40 % 131.20 % - 104.50 % Expected dividend yield - - - - Risk-free interest rate 4.75 % 4.11 % - 4.75 % Total fair value $ 3,744,400 $ 4,506,600 $ - $ 1,931,400 The 740,000 August 24, 2023 zero |
Redeemable Preferred Stock (Tem
Redeemable Preferred Stock (Temporary Equity, redeemed in full in February 2023) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Redeemable Preferred Stock (Temporary Equity, redeemed in full in February 2023) | 7. Redeemable Preferred Stock (Temporary Equity, redeemed in full in February 2023) On November 29, 2022, the Company issued and sold, in a private placement, 495,000 5,000 The Series C Preferred Stock had the right to vote on an amendment (the “Amendment”) to the Company’s Certificate of Incorporation, as amended, to authorize a reverse split of the Common Stock on an as-converted to common stock basis (see Note 2). The shares of the Series D Preferred Stock were 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 were voted on the Amendment. The Certificates of Designation for the Preferred Stock provided that the Preferred Stock had 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 the Company’s stockholders. 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 (see Note 2). The following table reconciles the Series C and Series D Preferred Stock reflected on the balance sheet at December 31, 2022: Schedule of Preferred Stock Series C Preferred Series D Preferred 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 |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity | 8. Stockholders’ Equity 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 in a best-efforts public offering, (i) 651,000 15.00 18.50 18.50 89,000 14.995 0.005 The exercise prices of the 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 Warrants, the exercise price of the Warrants following such reverse split will be subject to further adjustment in the event the volume-weighted average trading price of our common stock for the five days following such reverse stock split is lower than the exercise price of the Warrants. Also, subject to customary exceptions, the exercise price of the 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 Warrants. In such event, the exercise price of the Warrants will be reduced to the price of the securities issued in such transactions. In the event of a fundamental transaction, as defined, 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 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 18.50 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 Warrants A summary of the Company’s warrant activity is as follows: Schedule of Warrants Activity Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) December 31, 2022 1,526,701 $ 8.67 2.39 Granted - - - Forfeitures - - - Expirations (740,000 ) 7.57 - Exercised (7,649 ) - - September 30, 2023, all exercisable 779,052 $ 8.95 2.14 The exercise prices of warrants outstanding and exercisable as of September 30, 2023, are as follows: Schedule of Exercise Price of Warrants Outstanding and Exercisable Warrants Outstanding and Exercisable (Shares) Exercise Prices 769,351 7.57 9,701 120.00 779,052 During the nine months ended September 30, 2023, warrants exercisable into 7,649 57,903 7.38 318,570 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, 2022 13,294 $ 217.05 6.80 Granted 11,336 6.22 9.05 Forfeitures (595 ) 197.70 7.50 Expirations (3,458 ) 357.53 - Exercised - - - September 30, 2023, outstanding 20,577 77.72 7.89 September 30, 2023, exercisable 10,096 149.26 6.80 The exercise prices of options outstanding and exercisable as of September 30, 2023 are as follows: Schedule of Exercise Price of Options Outstanding and Exercisable Options Outstanding (Shares) Options Exercisable (Shares) Exercise Prices 10,000 1,250 $ 6.01 1,344 1,176 7.35 1,344 168 7.78 841 788 45.50 1,002 668 80.50 1,008 1,008 88.00 840 840 116.70 336 336 162.33 3,862 3,862 300.00 20,577 10,096 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 nine months ended September 30, 2023 and 2022, the Company granted options to purchase an aggregate of 1,344 8,454 7,793 146 3.81 3.35 zero 3 7.78 7.35 two years During the nine months ended September 30, 2023, the Company granted options to purchase 10,000 65,000 146 3.80 zero 6 two years The Company’s former CEO resigned effective June 9, 2023. All options issued to the former CEO that were not vested at the time of resignation were forfeited. Compensation expense previously recorded related to the unvested options was reversed, resulting in a reduction of stock compensation expense of $( 92,412 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 nine months ended September 30, 2023 and 2022, the Company recognized aggregate stock-compensation expense of $( 20,331 191,882 As of September 30, 2023, the Company had an aggregate of 10,096 153,000 5 7.38 13,700 Restricted Common Stock During the nine months ended September 30, 2023 and 2022, there were no grants of restricted common stock. During the nine months ended September 30, 2023 and 2022, the Company recognized share-based compensation expense of $ 12,911 76,938 6,534 one year The following table summarizes restricted common stock activity for the nine months ended September 30, 2023: Schedule of Non Vested Restricted Common Stock Activity Number of shares Fair value of shares Non-vested shares, December 31, 2022 667 $ 80.50 Granted - - Vested 250 - Forfeited - - Non-vested shares, September 30, 2023 417 80.50 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Employment Agreement On June 19, 2023, the Board of Directors appointed Jan Hall as President and Chief Executive Officer of the Company. The Company and Ms. Hall entered into an employment agreement pursuant to which Ms. Halls’ annual base salary is $ 370,000 200,000 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 10. Subsequent Events The Company performed an evaluation of subsequent events through the date of filing of these condensed consolidated financial statements with the SEC. Other than those matters described elsewhere in the footnotes, there were no material subsequent events which affected, or could affect, the amounts or disclosures in the condensed consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. The unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s annual financial statements for the year ended December 31, 2022, and, in the opinion of management, reflect all adjustments, which consist of normal recurring adjustments, considered necessary for a fair presentation of the periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2023. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes for the fiscal year ended December 31, 2022 included in the Company’s December 31, 2022 Annual Report on Form 10-K, which was filed with the SEC on April 17, 2023. The condensed consolidated balance sheet as of December 31, 2022 was derived from the audited consolidated financial statements as of that date, but does not include all disclosures, including notes, required by GAAP. The Company’s unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All inter-company transactions and balances have been eliminated in consolidation. In accordance with the “Segment Reporting” Topic of the Accounting Standards Codification, the Company’s chief operating decision maker (the Company’s Chief Executive Officer) determined that the Company has only one |
Reverse Stock Split | Reverse Stock 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 a one-for-fifty (1:50) reverse stock split 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 split as if the split occurred at the beginning of the earliest period presented in this Quarterly Report on Form 10-Q. |
Use of Estimates | Use of Estimates The preparation of the Company’s financial statements in conformity with 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. 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 the warrant derivative liability, 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 materially from those estimates. |
Revenue Recognition | Revenue Recognition 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. 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. At September 30, 2023 and December 31, 2022, the allowance for doubtful accounts was zero 1,996 The Company’s revenues by product line for the three months and nine months ended September 30, 2023 and 2022 are as a follows: Schedule of Revenues by Product 2023 2022 2023 2022 Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Clinical Nutrition $ 3,337,190 $ 2,663,550 $ 9,312,695 $ 8,304,663 Other - - - 18,719 Revenue $ 3,337,190 $ 2,663,550 $ 9,312,695 $ 8,323,382 Substantially all of the Company’s revenues earned during the three months and nine months ended September 30, 2023 and 2022 are derived from sales of the Company’s clinical nutrition products primarily to retail customers in North America. The Company’s revenues by geographical area for the three months and nine months ended September 30, 2023 and 2022 are as follows: Schedule of Revenue by Geographical Area 2023 2022 2023 2022 Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 North America $ 3,337,190 $ 2,663,550 $ 9,312,695 $ 8,304,483 Europe and other - - - 18,899 Total revenue $ 3,337,190 $ 2,663,550 $ 9,312,695 $ 8,323,382 Third-Party Outsourcing The Company derives substantially all of its revenue from the sale of products using a third-party fulfillment center which provides 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 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 $ 1,759,260 1,876,259 4,339,388 1,932,967 |
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 $ 135,059 209,804 416,101 622,178 |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred and are included in sales and marketing expense. Advertising costs were $ 279,457 385,010 1,109,310 1,264,740 |
Concentrations | Concentrations Revenue. 68 64 47 21 50 14 57 56 10 Accounts receivable 61 13 88 10 Purchases from vendors 59 47 49 46 Accounts payable 84 88 13 10 Cash and cash equivalents. 7,657,309 The Company routinely has cash balances in financial institutions in excess of the FDIC and SIPC insurance limits of $ 250,000 500,000 |
Stock-Based Compensation | Stock-Based Compensation Stock-based awards for stock options and restricted stock awards to employees and non-employees are accounted for by using the fair value method in accordance with ASC 718 , Share-Compensation – Stock Compensation |
Warrants | Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”), and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted when the warrants are issued and at the end each subsequent quarterly period while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be liability classified and recorded at their initial fair value on the date of issuance and remeasured at fair value at each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The Company has determined that the warrants issued in the February 18, 2022 equity financing (see Note 6) meet the requirements for liability classification. |
Income (Loss) per Common Share | Income (Loss) per Common Share Basic earnings (loss) per share (“EPS” or “LPS”) is computed by dividing net loss by the weighted-average common shares outstanding during the period, excluding shares of unvested restricted common stock outstanding. Diluted EPS/LPS 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. Shares of vested restricted stock are included in the diluted weighted average number of common shares outstanding from the date they are vested. In addition, net earnings (loss) for diluted EPS/LPS is adjusted for the impact of the assumed exercise of the The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings (loss) per share: Schedule of Anti-dilutive Securities Excluded from Computation of Earnings per Share 2023 2022 September 30, 2023 2022 Warrants 779,052 1,489,702 Options 20,577 14,470 Unvested restricted common stock 417 667 Anti-dilutive securities 800,046 1,504,839 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Accounting standards require certain assets and liabilities to 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 the sale of an asset or paid to transfer a liability in an orderly transaction between market participants on 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 financial assets and liabilities at fair value as of September 30, 2023, and December 31, 2022: Schedule of Assets and Liabilities at Fair Value Level 1 Level 2 Level 3 Total September 30, 2023 Level 1 Level 2 Level 3 Total Assets $ - $ - $ - $ - Total assets $ - $ - $ - $ - Liabilities Warrant derivative liability $ - $ - $ 3,744,400 $ 3,744,400 Total liabilities $ - $ - $ 3,744,400 $ 3,744,400 Level 1 Level 2 Level 3 Total 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 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 nine months ended September 30, 2023: Schedule of Warrant Derivative Liability Measured at Fair Value Warrant derivative liability Balance as of beginning of period – December 31, 2022 $ 6,438,000 Change in fair value of warrant derivative liability, during the period (2,693,600 ) Balance as of end of period – September 30, 2023 $ 3,744,400 As of September 30, 2023, and December 31, 2022, the Company’s outstanding warrants were treated as derivative liabilities and changes in the fair value were recognized in earnings (see Note 6). As of September 30, 2023, the current warrant derivative liability was zero and the long-term warrant derivative liability was $ 3,744,400 1,931,400 4,506,600 The Company believes the carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable, and accounts payable and accrued liabilities, approximate fair value due to the short-term nature of such instruments and are excluded from the fair value tables above. |
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”). ASU 2016-13 significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivables. ASU 2016-13 replaces the “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 ASU 2016-13’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 was effective for and adopted by the Company effective January 1, 2023. The adoption of ASU 2016-13 did not have any material impact on the Company’s financial statement presentation or and related disclosures. 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 was 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 related disclosures. In July 2023, the FASB issued ASU 2023-03, Presentation of Financial Statements (Topic 205), Income Statement — Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation — Stock Compensation (Topic 718) Presentation of Financial Statements (“ASU 2023-03”). ASU 2023-03 amends the FASB Accounting Standards Codification to include Amendments to SEC Paragraphs pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022 EITF Meeting, and SEC Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280 — General Revision of Regulation S-X: Income or Loss Applicable to Common Stock. As ASU 2023-03 did not provide any new guidance, there was no transition or effective date associated with its adoption. Accordingly, the Company adopted ASU 2023-03 immediately upon its issuance. The adoption of ASU 2023-03 did not have any impact on the Company’s consolidated financial statement presentation or related disclosures. Other recent accounting pronouncements and guidance issued by FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC 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) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Revenues by Product | The Company’s revenues by product line for the three months and nine months ended September 30, 2023 and 2022 are as a follows: Schedule of Revenues by Product 2023 2022 2023 2022 Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Clinical Nutrition $ 3,337,190 $ 2,663,550 $ 9,312,695 $ 8,304,663 Other - - - 18,719 Revenue $ 3,337,190 $ 2,663,550 $ 9,312,695 $ 8,323,382 |
Schedule of Revenue by Geographical Area | The Company’s revenues by geographical area for the three months and nine months ended September 30, 2023 and 2022 are as follows: Schedule of Revenue by Geographical Area 2023 2022 2023 2022 Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 North America $ 3,337,190 $ 2,663,550 $ 9,312,695 $ 8,304,483 Europe and other - - - 18,899 Total revenue $ 3,337,190 $ 2,663,550 $ 9,312,695 $ 8,323,382 |
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 (loss) per share: Schedule of Anti-dilutive Securities Excluded from Computation of Earnings per Share 2023 2022 September 30, 2023 2022 Warrants 779,052 1,489,702 Options 20,577 14,470 Unvested restricted common stock 417 667 Anti-dilutive securities 800,046 1,504,839 |
Schedule of Assets and Liabilities at Fair Value | The following table sets forth by level, within the fair value hierarchy, the Company’s financial assets and liabilities at fair value as of September 30, 2023, and December 31, 2022: Schedule of Assets and Liabilities at Fair Value Level 1 Level 2 Level 3 Total September 30, 2023 Level 1 Level 2 Level 3 Total Assets $ - $ - $ - $ - Total assets $ - $ - $ - $ - Liabilities Warrant derivative liability $ - $ - $ 3,744,400 $ 3,744,400 Total liabilities $ - $ - $ 3,744,400 $ 3,744,400 Level 1 Level 2 Level 3 Total 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 |
Schedule of Warrant Derivative Liability Measured at Fair Value | 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 nine months ended September 30, 2023: Schedule of Warrant Derivative Liability Measured at Fair Value Warrant derivative liability Balance as of beginning of period – December 31, 2022 $ 6,438,000 Change in fair value of warrant derivative liability, during the period (2,693,600 ) Balance as of end of period – September 30, 2023 $ 3,744,400 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following: Schedule of Inventories September 30, December 31, 2023 2022 Raw materials $ 35,405 $ 49,637 Finished goods 2,415,245 3,069,784 Inventories, net $ 2,450,650 $ 3,119,421 |
Warrant Derivative Liability (T
Warrant Derivative Liability (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Warrant Derivative Liability | Schedule of Warrant Derivative Liability Series A Warrants Series B Warrants September 30, 2023 December 31, 2022 September 30, 2023 December 31, 2022 Common stock market price $ 7.38 $ 7.26 $ - $ 7.26 Exercise price 7.57 7.88 - 7.88 Expected term (in years) 3.40 4.15 - 0.65 Expected volatility 102.40 % 131.20 % - 104.50 % Expected dividend yield - - - - Risk-free interest rate 4.75 % 4.11 % - 4.75 % Total fair value $ 3,744,400 $ 4,506,600 $ - $ 1,931,400 |
Redeemable Preferred Stock (T_2
Redeemable Preferred Stock (Temporary Equity, redeemed in full in February 2023) (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule of Preferred Stock | The following table reconciles the Series C and Series D Preferred Stock reflected on the balance sheet at December 31, 2022: Schedule of Preferred Stock Series C Preferred Series D Preferred 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 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule of Warrants Activity | A summary of the Company’s warrant activity is as follows: Schedule of Warrants Activity Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) December 31, 2022 1,526,701 $ 8.67 2.39 Granted - - - Forfeitures - - - Expirations (740,000 ) 7.57 - Exercised (7,649 ) - - September 30, 2023, all exercisable 779,052 $ 8.95 2.14 |
Schedule of Exercise Price of Warrants Outstanding and Exercisable | The exercise prices of warrants outstanding and exercisable as of September 30, 2023, are as follows: Schedule of Exercise Price of Warrants Outstanding and Exercisable Warrants Outstanding and Exercisable (Shares) Exercise Prices 769,351 7.57 9,701 120.00 779,052 |
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, 2022 13,294 $ 217.05 6.80 Granted 11,336 6.22 9.05 Forfeitures (595 ) 197.70 7.50 Expirations (3,458 ) 357.53 - Exercised - - - September 30, 2023, outstanding 20,577 77.72 7.89 September 30, 2023, exercisable 10,096 149.26 6.80 |
Schedule of Exercise Price of Options Outstanding and Exercisable | The exercise prices of options outstanding and exercisable as of September 30, 2023 are as follows: Schedule of Exercise Price of Options Outstanding and Exercisable Options Outstanding (Shares) Options Exercisable (Shares) Exercise Prices 10,000 1,250 $ 6.01 1,344 1,176 7.35 1,344 168 7.78 841 788 45.50 1,002 668 80.50 1,008 1,008 88.00 840 840 116.70 336 336 162.33 3,862 3,862 300.00 20,577 10,096 |
Schedule of Non Vested Restricted Common Stock Activity | The following table summarizes restricted common stock activity for the nine months ended September 30, 2023: Schedule of Non Vested Restricted Common Stock Activity Number of shares Fair value of shares Non-vested shares, December 31, 2022 667 $ 80.50 Granted - - Vested 250 - Forfeited - - Non-vested shares, September 30, 2023 417 80.50 |
Organization and Business Ope_2
Organization and Business Operations (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Net loss | $ 772,914 | $ 1,739,394 | $ 3,249,567 | $ 6,071,020 | |
Net cash used in operating activities | 3,052,293 | $ 6,082,906 | |||
Cash and cash equivalents balance | $ 7,657,309 | $ 7,657,309 | $ 10,655,490 |
Schedule of Revenues by Product
Schedule of Revenues by Product (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Product Information [Line Items] | ||||
Revenue | $ 3,337,190 | $ 2,663,550 | $ 9,312,695 | $ 8,323,382 |
Clinical Nutrition [Member] | ||||
Product Information [Line Items] | ||||
Revenue | 3,337,190 | 2,663,550 | 9,312,695 | 8,304,663 |
Other [Member] | ||||
Product Information [Line Items] | ||||
Revenue | $ 18,719 |
Schedule of Revenue by Geograph
Schedule of Revenue by Geographical Area (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Total revenue | $ 3,337,190 | $ 2,663,550 | $ 9,312,695 | $ 8,323,382 |
North America [Member] | ||||
Total revenue | 3,337,190 | 2,663,550 | 9,312,695 | 8,304,483 |
Europe [Member] | ||||
Total revenue | $ 18,899 |
Schedule of Anti-dilutive Secur
Schedule of Anti-dilutive Securities Excluded from Computation of Earnings per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 800,046 | 1,504,839 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 779,052 | 1,489,702 |
Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 20,577 | 14,470 |
Unvested Restricted Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 417 | 667 |
Schedule of Assets and Liabilit
Schedule of Assets and Liabilities at Fair Value (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Platform Operator, Crypto-Asset [Line Items] | ||
Total assets | ||
Total liabilities | 3,744,400 | 6,438,000 |
Warrant Liability [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Total liabilities | 3,744,400 | 6,438,000 |
Fair Value, Inputs, Level 1 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Total assets | ||
Total liabilities | ||
Fair Value, Inputs, Level 1 [Member] | Warrant Liability [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Total liabilities | ||
Fair Value, Inputs, Level 2 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Total assets | ||
Total liabilities | ||
Fair Value, Inputs, Level 2 [Member] | Warrant Liability [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Total liabilities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Total assets | ||
Total liabilities | 3,744,400 | 6,438,000 |
Fair Value, Inputs, Level 3 [Member] | Warrant Liability [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Total liabilities | $ 3,744,400 | $ 6,438,000 |
Schedule of Warrant Derivative
Schedule of Warrant Derivative Liability Measured at Fair Value (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Accounting Policies [Abstract] | ||||
Warrant derivative liability, beginning balance | $ 6,438,000 | |||
Gain on change in fair value of warrant derivate liability | $ (1,050,800) | $ (873,200) | (2,693,600) | $ (3,548,300) |
Warrant derivative liability,ending balance | $ 3,744,400 | $ 3,744,400 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jan. 06, 2023 shares | Sep. 30, 2023 USD ($) shares | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) Segment shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) shares | |
Product Information [Line Items] | ||||||
Number of reporting units | Segment | 1 | |||||
Stockholders' equity, reverse stock split | one-for-fifty (1:50) reverse stock split | |||||
Common stock shares issued | shares | 1,275,239 | 1,275,239 | 1,267,340 | |||
Allowance for doubtful accounts | $ 0 | $ 0 | $ 1,996 | |||
Third party outsourcing | 1,759,260 | $ 1,876,259 | 4,339,388 | $ 1,932,967 | ||
Cost of goods sold | 1,876,938 | 1,575,366 | 5,267,874 | 4,739,197 | ||
Advertising expense | 279,457 | $ 385,010 | 1,109,310 | $ 1,264,740 | ||
Cash and cash equivalents balance | 7,657,309 | 7,657,309 | 10,655,490 | |||
Cash FDIC insured amount | 250,000 | 250,000 | ||||
Cash SIPC insured amount | 500,000 | 500,000 | ||||
Warrant derivative liability - long-term | 3,744,400 | 3,744,400 | 4,506,600 | |||
Warrant derivative liability - current | $ 1,931,400 | |||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Two Customer [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk, percentage | 68% | 64% | ||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk, percentage | 47% | 57% | 50% | 56% | ||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Second Largest Customer [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk, percentage | 21% | 14% | ||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Other Customers [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk, percentage | 10% | 10% | 10% | 10% | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | One Customer [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk, percentage | 88% | |||||
Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | One Manufacturer [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk, percentage | 59% | 49% | 47% | 46% | ||
Accounts Payable [Member] | Customer Concentration Risk [Member] | One Vendor [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk, percentage | 84% | 88% | ||||
Shipping and Handling [Member] | ||||||
Product Information [Line Items] | ||||||
Cost of goods sold | $ 135,059 | $ 209,804 | $ 416,101 | $ 622,178 | ||
Maximum [Member] | ||||||
Product Information [Line Items] | ||||||
Common stock shares issued | shares | 35,281 | |||||
Maximum [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | One Customer [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk, percentage | 61% | |||||
Minimum [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | One Customer [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk, percentage | 13% | |||||
Minimum [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | Other Customers [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk, percentage | 10% | 10% | ||||
Minimum [Member] | Accounts Payable [Member] | Customer Concentration Risk [Member] | Other Vendor [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk, percentage | 13% | 10% |
Schedule of Inventories (Detail
Schedule of Inventories (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 35,405 | $ 49,637 |
Finished goods | 2,415,245 | 3,069,784 |
Inventories, net | $ 2,450,650 | $ 3,119,421 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Intangible assets, gross | $ 11,900,000 | |||
Impairment loss | $ 10,065,833 | |||
Amortization expense | $ 892,500 | $ 297,500 |
Operating Leases (Details Narra
Operating Leases (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jul. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Operating Leases | ||||||
Payments for operating lease liability | $ 2,700 | $ 22,221 | ||||
Operating lease right of use asset | $ 24,257 | 24,257 | ||||
Operating lease liability current | $ 3,807 |
Schedule of Warrant Derivativ_2
Schedule of Warrant Derivative Liability (Details) | Sep. 30, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Total fair value | $ | $ 3,744,400 | $ 4,506,600 |
Series A Warrants [Member] | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Total fair value | $ | $ 3,744,400 | $ 4,506,600 |
Series A Warrants [Member] | Measurement Input, Share Price [Member] | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Exercise price | $ 7.38 | $ 7.26 |
Series A Warrants [Member] | Measurement Input, Exercise Price [Member] | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Exercise price | $ 7.57 | $ 7.88 |
Series A Warrants [Member] | Measurement Input, Expected Term [Member] | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Warrant liability, measurement input, expected life (years) | 3 years 4 months 24 days | 4 years 1 month 24 days |
Series A Warrants [Member] | Measurement Input, Price Volatility [Member] | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Warrant liability, measurement input | 102.40 | 131.20 |
Series A Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Warrant liability, measurement input | ||
Series A Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Warrant liability, measurement input | 4.75 | 4.11 |
Series B Warrants [Member] | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Total fair value | $ | $ 1,931,400 | |
Series B Warrants [Member] | Measurement Input, Share Price [Member] | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Exercise price | $ 7.26 | |
Series B Warrants [Member] | Measurement Input, Exercise Price [Member] | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Exercise price | $ 7.88 | |
Series B Warrants [Member] | Measurement Input, Expected Term [Member] | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Warrant liability, measurement input, expected life (years) | 7 months 24 days | |
Series B Warrants [Member] | Measurement Input, Price Volatility [Member] | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Warrant liability, measurement input | 104.50 | |
Series B Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Warrant liability, measurement input | ||
Series B Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Warrant liability, measurement input | 4.75 |
Warrant Derivative Liability (D
Warrant Derivative Liability (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Nov. 30, 2022 | Feb. 18, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Jan. 31, 2023 | Dec. 31, 2022 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||||
Fair value of the warrant liability | $ 3,744,400 | $ 6,438,000 | |||||
Fair value of warrants | $ (2,693,600) | $ (3,548,300) | |||||
Series C Preferred Stock [Member] | |||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||||
Exercise price | $ 7.88 | ||||||
Common Stock [Member] | |||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||||
Common stock issued for cash, net of offering costs, shares | 651,000 | ||||||
Series B Warrant [Member] | |||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||||
Number of warrants | 740,000 | ||||||
Warrants expiration | Aug. 24, 2023 | ||||||
Fair value of warrants | $ 0 | ||||||
Securities Purchase Agreement [Member] | Series A Warrant [Member] | |||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||||
Sale of common stock, shares | 740,000 | ||||||
Exercise price | $ 18.50 | $ 7.57 | |||||
Securities Purchase Agreement [Member] | Series B Warrant [Member] | |||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||||
Sale of common stock, shares | 740,000 | ||||||
Exercise price | $ 18.50 | $ 7.57 | |||||
Securities Purchase Agreement [Member] | Common Stock [Member] | |||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||||
Common stock issued for cash, net of offering costs, shares | 651,000 |
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 |
Redeemable Preferred Stock (T_3
Redeemable Preferred Stock (Temporary Equity, redeemed in full in February 2023) (Details Narrative) - USD ($) | 12 Months Ended | |
Nov. 29, 2022 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||
Voting rights description | The Certificates of Designation for the Preferred Stock provided that the Preferred Stock had 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 the Company’s stockholders. 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 (see Note 2). | |
Proceeds from issuance of private placement | $ 4,750,000 | |
Proceeds from issuance of private placement additional | $ 500,000 | |
Redemption price percentage | 105% | |
Series C Convertible Redeemable Preferred Stock [Member] | Private Placement [Member] | ||
Class of Stock [Line Items] | ||
Series D convertible redeemable preferred stock, shares | 495,000 | |
Series D Redeemable Preferred Stock [Member] | Private Placement [Member] | ||
Class of Stock [Line Items] | ||
Series D convertible redeemable preferred stock, shares | 5,000 |
Schedule of Warrants Activity (
Schedule of Warrants Activity (Details) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Shares, Ending Balance | 779,052 |
Warrant [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Shares, Beginning Balance | 1,526,701 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 8.67 |
Weighted Average Remaining Contractual Term (Years), Beginning Balance | 2 years 4 months 20 days |
Shares, Granted | |
Weighted Average Exercise Price, Granted | $ / shares | |
Shares, Forfeitures | |
Weighted Average Exercise Price, Forfeitures | $ / shares | |
Shares, Expirations | (740,000) |
Weighted Average Exercise Price, Expirations | $ / shares | $ 7.57 |
Shares, Exercised | (7,649) |
Weighted Average Exercise Price, Exercised | $ / shares | |
Shares, Ending Balance | 779,052 |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 8.95 |
Weighted Average Remaining Contractual Term (Years), Ending Balance | 2 years 1 month 20 days |
Schedule of Exercise Price of W
Schedule of Exercise Price of Warrants Outstanding and Exercisable (Details) | Sep. 30, 2023 $ / shares shares |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrants Outstanding and Exercisable (Shares) | 779,052 |
Warrant One [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrants Outstanding and Exercisable (Shares) | 769,351 |
Exercise Prices | $ / shares | $ 7.57 |
Warrant Two [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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Shares Outstanding, Beginning Balance | 13,294 | |
Weighted Average Exercise Price Outstanding, Beginning Balance | $ 217.05 | |
Weighted Average Remaining Contractual Term (Years) Outstanding, Ending Balance | 7 years 10 months 20 days | 6 years 9 months 18 days |
Shares, Granted | 11,336 | |
Weighted Average Exercise Price, Granted | $ 6.22 | |
Weighted Average Remaining Contractual Term (Years) Outstanding, Beginning Balance | 9 years 18 days | |
Shares, Forfeitures | (595) | |
Weighted Average Exercise Price, Forfeitures | $ 197.70 | |
Weighted Average Remaining Contractual Term (Years) Outstanding, Beginning Balance | 7 years 6 months | |
Shares, Expirations | (3,458) | |
Weighted Average Exercise Price, Expirations | $ 357.53 | |
Shares, Exercised | ||
Weighted Average Exercise Price, Exercised | ||
Shares Outstanding, Ending Balance | 20,577 | 13,294 |
Weighted Average Exercise Price Outstanding, Ending Balance | $ 77.72 | $ 217.05 |
Shares Exercisable, Ending Balance | 10,096 | |
Weighted Average Exercise Price Exercisable, Ending Balance | $ 149.26 | |
Weighted Average Remaining Contractual Term (Years) Exercisable, Ending Balance | 6 years 9 months 18 days |
Schedule of Exercise Price of O
Schedule of Exercise Price of Options Outstanding and Exercisable (Details) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding (Shares) | 20,577 | 13,294 |
Options Exercisable (Shares) | 10,096 | |
Exercise Price One [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding (Shares) | 10,000 | |
Options Exercisable (Shares) | 1,250 | |
Exercise Prices | $ 6.01 | |
Exercise Price Two [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding (Shares) | 1,344 | |
Options Exercisable (Shares) | 1,176 | |
Exercise Prices | $ 7.35 | |
Exercise Price Three [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding (Shares) | 1,344 | |
Options Exercisable (Shares) | 168 | |
Exercise Prices | $ 7.78 | |
Exercise Price Four [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding (Shares) | 841 | |
Options Exercisable (Shares) | 788 | |
Exercise Prices | $ 45.50 | |
Exercise Price Five [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding (Shares) | 1,002 | |
Options Exercisable (Shares) | 668 | |
Exercise Prices | $ 80.50 | |
Exercise Price Six [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding (Shares) | 1,008 | |
Options Exercisable (Shares) | 1,008 | |
Exercise Prices | $ 88 | |
Exercise Price Seven [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 Eight [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 Nine [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding (Shares) | 3,862 | |
Options Exercisable (Shares) | 3,862 | |
Exercise Prices | $ 300 |
Schedule of Non Vested Restrict
Schedule of Non Vested Restricted Common Stock Activity (Details) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares, Non-vested shares, ending | 10,096 |
Restricted Common Stock [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares, Non-vested shares, beginning | 667 |
Fair value of shares, Non-vested shares, beginning | $ / shares | $ 80.50 |
Number of shares, Granted | |
Fair value of shares, Granted | $ / shares | |
Number of shares, Vested | 250 |
Fair value of shares, Vested | $ / shares | |
Number of shares, Forfeited | |
Fair value of shares, Forfeited | $ / shares | |
Number of shares, Non-vested shares, ending | 417 |
Fair value of shares, Non-vested shares, ending | $ / shares | $ 80.50 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Nov. 23, 2022 | Feb. 23, 2022 | Feb. 18, 2022 | Sep. 30, 2023 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock issued during period value other | $ 8,834,898 | ||||||
Proceeds from warrant exercises | $ 57,903 | $ 1,134,040 | |||||
Granted options purchase | 11,336 | ||||||
Grand date fair value | $ 153,000 | ||||||
Share based compensation | $ 20,331 | 191,882 | |||||
Unvested option | 10,096 | 10,096 | |||||
Amortized period | 5 years | ||||||
Intrinsic value | $ 7.38 | $ 7.38 | |||||
Unvested options outstanding | $ 13,700 | $ 13,700 | |||||
Restricted Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Share-based compensation expense | 12,911 | $ 76,938 | |||||
Unvested compensation award | 6,534 | $ 6,534 | |||||
Unvested options, amortized year | 1 year | ||||||
February 2022 Offering [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Net proceeds, after deduction | $ 11,100,000 | ||||||
Net proceeds, after deduction | 9,969,000 | ||||||
Proceeds from warrant exercises | $ 1,134,000 | ||||||
Warrant [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Number of common stock issued | 7,649 | ||||||
Intrinsic value of warrants outstanding | $ 318,570 | $ 318,570 | |||||
Common Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock issued during period value other, units | 651,000 | ||||||
Stock issued during period value other | $ 651 | ||||||
Series A Warrant [Member] | February 2022 Offering [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Warrants purchase shares of common stock series B | 740,000 | ||||||
Series B Warrant [Member] | February 2022 Offering [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Warrants purchase shares of common stock series B | 740,000 | ||||||
Warrants [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock price | $ 7.38 | $ 7.38 | |||||
Number of common stock issued | 7,649 | ||||||
Issue of common stock | $ 57,903 | ||||||
Investor [Member] | Warrant [Member] | February 2022 Offering [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Number of common stock issued | 89,000 | ||||||
Investor [Member] | Common Stock [Member] | February 2022 Offering [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock issued during period value other | $ 651,000 | ||||||
Director [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Granted options purchase | 1,344 | 1,344 | |||||
Grand date fair value | $ 8,454 | $ 7,793 | |||||
Volatility rate | 146% | 146% | |||||
Volatility rate | 3.81% | 3.35% | |||||
Dividend yield | 0% | 0% | |||||
Expected life | 3 years | 3 years | |||||
Exercise price | $ 7.78 | $ 7.78 | $ 7.35 | ||||
option vest period | 2 years | 2 years | |||||
Chief Executive Officer [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Granted options purchase | 10,000 | ||||||
Grand date fair value | $ 65,000 | ||||||
Volatility rate | 146% | ||||||
Volatility rate | 3.80% | ||||||
Dividend yield | 0% | ||||||
Expected life | 6 years | ||||||
option vest period | 2 years | ||||||
Share based compensation | $ 92,412 | $ 92,412 | |||||
Securities Purchase Agreement [Member] | Series A Warrants [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock price | $ 18.50 | ||||||
Securities Purchase Agreement [Member] | Series B Warrants [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock price | $ 18.50 | ||||||
Securities Purchase Agreement [Member] | Common Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock issued during period value other, units | 651,000 | ||||||
Securities Purchase Agreement [Member] | Investor [Member] | Warrant [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock issued during period value other, units | 651,000 | ||||||
Stock price | $ 15 | ||||||
Number of common stock issued | 89,000 | ||||||
Securities Purchase Agreement [Member] | Investor [Member] | Series B Warrants [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock price | $ 14.995 | ||||||
Securities Purchase Agreement [Member] | Investor [Member] | Common Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock price | 0.005 | ||||||
Placement Agency Agreement [Member] | Roth Capital Partners LLC [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock price | $ 18.50 | ||||||
Reimbursed expenses incurred | $ 100,000 | ||||||
Placement Agency Agreement [Member] | Roth Capital Partners LLC [Member] | Maximum [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Warrants issued, shares | 37,000 | ||||||
Placement Agency Agreement [Member] | February 2022 Offering [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Number of stock sold percentage | 7% |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - Employment Agreement [Member] - Janet Hall [Member] | Jun. 19, 2023 USD ($) |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Officers compensation | $ 370,000 |
Employee benefit | $ 200,000 |