Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Jul. 31, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2024 | |
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 $0.001 per share | |
Trading Symbol | GHSI | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,284,156 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 14,822,826 | $ 6,359,646 |
Accounts receivable | 12,734 | 9,322 |
Inventories | 77,797 | 97,644 |
Prepaid expenses and other current assets | 378,892 | 562,565 |
Current assets of discontinued operations | 4,855,755 | |
Total current assets | 15,292,249 | 11,884,932 |
Property and equipment, net | 6,654 | 33,245 |
Total assets | 15,298,903 | 11,918,177 |
Current liabilities | ||
Accounts payable | 113,412 | 22,496 |
Accrued expenses | 796,590 | 499,104 |
Warrant redemption payable | 7,325 | |
Current liabilities of discontinued operations | 797,434 | |
Total current liabilities | 917,327 | 1,319,034 |
Warrant derivative liability – long-term | 631,254 | 2,453,100 |
Total liabilities | 1,548,581 | 3,772,134 |
Stockholders’ equity | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized | ||
Common stock, $0.001 par value; 250,000,000 shares authorized; 1,284,156 shares and 1,275,238 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively | 1,284 | 1,275 |
Additional paid-in capital | 101,737,719 | 101,711,035 |
Accumulated deficit | (87,988,681) | (93,566,267) |
Total stockholders’ equity | 13,750,322 | 8,146,043 |
Total liabilities, preferred stock and stockholders’ equity | $ 15,298,903 | $ 11,918,177 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 1,284,156 | 1,275,238 |
Common stock, shares outstanding | 1,284,156 | 1,275,238 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenue | ||||
Ocular products | $ 72,918 | $ 79,633 | $ 154,037 | $ 173,874 |
Cost of goods sold | ||||
Ocular products | 36,572 | 86,574 | 80,738 | 155,134 |
Gross profit (loss) | 36,346 | (6,941) | 73,299 | 18,740 |
Operating expenses | ||||
Research and development | 5,183 | |||
Sales and marketing | 8,088 | 7,672 | 11,961 | 38,547 |
General and administrative | 1,395,721 | 1,405,771 | 2,826,754 | 3,106,585 |
Loss on disposal of fixed assets | 13,863 | 17,229 | ||
Total operating expenses | 1,417,672 | 1,413,443 | 2,855,944 | 3,150,315 |
Loss from operations | (1,381,326) | (1,420,384) | (2,782,645) | (3,131,575) |
Other income (expense) | ||||
Change in fair value of warrant derivative liability | (549,320) | (255,300) | (3,817,908) | 1,642,800 |
Cost related to settlement of placement agent warrants | (319,625) | (319,625) | ||
Interest income, net | 117,245 | 95,534 | 192,890 | 194,533 |
Other income (expense), net | (751,700) | (159,766) | (3,944,643) | 1,837,333 |
Loss from continuing operations | (2,133,026) | (1,580,150) | (6,727,288) | (1,294,242) |
Discontinued operations | ||||
Income from discontinued operations | 200,923 | 463,837 | 578,132 | 798,688 |
Transaction costs related to sale of discontinued operations | (485,952) | (56,098) | (1,015,642) | (143,766) |
Gain on sale of discontinued operations | 12,742,385 | 12,742,385 | ||
Total income from discontinued operations | 12,457,356 | 407,739 | 12,304,875 | 654,922 |
Net income (loss) | $ 10,324,330 | $ (1,172,411) | $ 5,577,587 | $ (639,320) |
Earnings (loss) per share - basic | ||||
Loss per share from continuing operations | $ (1.66) | $ (1.25) | $ (5.25) | $ (1.02) |
Income per share from discontinued operations | 9.70 | 0.32 | 9.60 | 0.52 |
Net income (loss) per share - basic | $ 8.04 | $ (0.93) | $ 4.35 | $ (0.50) |
Weighted average common shares outstanding – basic | 1,284,156 | 1,267,340 | 1,282,241 | 1,267,340 |
Earnings (loss) per share - diluted | ||||
Loss per share from continuing operations | $ (1.64) | $ (1.25) | $ (5.22) | $ (1.02) |
Income per share from discontinued operations | 9.60 | 0.32 | 9.54 | 0.52 |
Net income (loss) per share - diluted | $ 7.96 | $ (0.92) | $ 4.33 | $ (0.50) |
Weighted average common shares outstanding - diluted | 1,297,638 | 1,268,103 | 1,289,566 | 1,268,366 |
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 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 | ||
Net income (loss) | 533,091 | 533,091 | ||
Balance 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 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) | (639,320) | |||
Balance at Jun. 30, 2023 | $ 1,267 | 101,603,398 | (94,363,620) | 7,241,045 |
Balance, shares at Jun. 30, 2023 | 1,267,340 | |||
Balance at Dec. 31, 2022 | $ 1,267 | 101,640,955 | (93,724,300) | 7,917,922 |
Balance, shares at Dec. 31, 2022 | 1,267,340 | |||
Balance at Dec. 31, 2023 | $ 1,275 | 101,711,035 | (93,566,267) | 8,146,043 |
Balance, shares at Dec. 31, 2023 | 1,275,238 | |||
Balance 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 at Jun. 30, 2023 | $ 1,267 | 101,603,398 | (94,363,620) | 7,241,045 |
Balance, shares at Jun. 30, 2023 | 1,267,340 | |||
Balance at Dec. 31, 2023 | $ 1,275 | 101,711,035 | (93,566,267) | 8,146,043 |
Balance, shares at Dec. 31, 2023 | 1,275,238 | |||
Fair value of vested stock options | 12,615 | 12,615 | ||
Fair value of vested restricted stock | 2,170 | 2,170 | ||
Common stock issued upon exercise of warrants | $ 9 | (9) | ||
Common stock issued upon exercise of warrants, shares | 8,918 | |||
Net income (loss) | (4,746,744) | (4,746,744) | ||
Balance at Mar. 31, 2024 | $ 1,284 | 101,725,811 | (98,313,011) | 3,414,085 |
Balance, shares at Mar. 31, 2024 | 1,284,156 | |||
Balance at Dec. 31, 2023 | $ 1,275 | 101,711,035 | (93,566,267) | 8,146,043 |
Balance, shares at Dec. 31, 2023 | 1,275,238 | |||
Common stock issued upon exercise of warrants, shares | 8,918 | |||
Net income (loss) | 5,577,587 | |||
Balance at Jun. 30, 2024 | $ 1,284 | 101,737,719 | (87,988,681) | 13,750,322 |
Balance, shares at Jun. 30, 2024 | 1,284,156 | |||
Balance at Mar. 31, 2024 | $ 1,284 | 101,725,811 | (98,313,011) | 3,414,085 |
Balance, shares at Mar. 31, 2024 | 1,284,156 | |||
Fair value of vested stock options | 9,737 | 9,737 | ||
Fair value of vested restricted stock | 2,170 | 2,170 | ||
Net income (loss) | 10,324,330 | 10,324,330 | ||
Balance at Jun. 30, 2024 | $ 1,284 | $ 101,737,719 | $ (87,988,681) | $ 13,750,322 |
Balance, shares at Jun. 30, 2024 | 1,284,156 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Operating Activities | ||||
Net income (loss) | $ 10,324,330 | $ (1,172,411) | $ 5,577,587 | $ (639,320) |
Income from discontinued operations | (200,923) | (463,837) | (578,132) | (798,688) |
Transaction costs related to sale of discontinued operations | 485,952 | 56,098 | 1,015,642 | 143,766 |
Gain on sale of discontinued operations | (12,742,385) | (12,742,385) | ||
Net loss from continuing operations | (2,133,026) | (1,580,150) | (6,727,288) | (1,294,242) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||
Depreciation and amortization | 9,361 | 9,620 | ||
Loss on disposal of fixed asset | 17,229 | |||
Fair value of vested stock options | 22,352 | (48,274) | ||
Fair value of vested restricted common stock | 4,341 | 10,717 | ||
Change in fair value of warrant derivative liability | 549,320 | 255,300 | 3,817,908 | (1,642,800) |
Cost related to settlement of placement agent warrants | 319,625 | 319,625 | ||
Increase (decrease) in: | ||||
Accounts receivable | (3,412) | 27 | ||
Inventories | 19,847 | 119,153 | ||
Prepaid expenses | 183,673 | (205,421) | ||
Accounts payable | 90,916 | (65,183) | ||
Operating lease liability | (3,807) | |||
Accrued expenses | 297,486 | (89,207) | ||
Net cash used in operating activities of continuing operations | (1,947,962) | (3,209,417) | ||
Net cash provided by operating activities of discontinued operations | 113,196 | 923,705 | ||
Net cash used in operating activities | (1,834,766) | (2,285,712) | ||
Investing Activities | ||||
Purchase of equipment | (3,791) | |||
Proceeds from sale of discontinued operations | 16,250,000 | |||
Net cash provided by (used in) investing activities of continuing operations | 16,250,000 | (3,791) | ||
Financing Activities | ||||
Redemption of warrants | (5,952,054) | |||
Redemption of preferred stock | (5,250,000) | |||
Net cash used in financing activities of continuing operations | (5,952,054) | (5,250,000) | ||
Cash and cash equivalents: | ||||
Net increase (decrease) in cash and cash equivalents | 8,463,180 | (7,539,503) | ||
Balance at beginning of period | 6,359,646 | 15,905,490 | ||
Balance at end of period | $ 14,822,826 | $ 8,365,987 | 14,822,826 | 8,365,987 |
Supplemental disclosure of cash flow information: | ||||
Income taxes | ||||
Interest | ||||
Non-cash financing activities: | ||||
Warrant redemption payable | $ 7,325 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure [Table] | ||||||
Net Income (Loss) | $ 10,324,330 | $ (4,746,744) | $ (1,172,411) | $ 533,091 | $ 5,577,587 | $ (639,320) |
Insider Trading Arrangements
Insider Trading Arrangements | 6 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual [Table] | |
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 | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | 1. Organization and Business Operations Business Guardion Health Sciences, Inc. (the “Company”) offers science-based, clinically supported products designed for consumer ocular health. Special Meeting of Stockholders On May 23, 2024, the Company held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders considered the following proposals: (i) the sale of all of the outstanding equity interests (the “Transaction”) of Activ Nutritional, LLC (“Activ”), a Delaware limited liability company which owned the Viactiv® brand and business and was the wholly-owned subsidiary of Viactiv Nutritionals, Inc. (“Viactiv”), a Delaware corporation and a wholly-owned subsidiary of the Company, pursuant to an equity purchase agreement with Doctor’s Best Inc., a Delaware corporation (“Doctor’s Best”), dated January 30, 2024 (the “Purchase Agreement”); and (ii) the grant of discretionary authority to the Board of Directors of the Company to adjourn the Special Meeting to a later date, to allow for the solicitation of additional proxies only in the event that there were insufficient shares present virtually or represented by proxy voting in favor of the Transaction or the voluntary dissolution and liquidation of the Company pursuant to a Plan of Dissolution. The Company’s stockholders approved the sale of its Viactiv® brand and business at the Special Meeting. Following this approval, the Company then adjourned the Special Meeting to May 31, 2024 in order to give the Company’s management additional time to solicit proxies from its stockholders to vote in favor of the proposal to adopt the Company’s Plan of Liquidation and Dissolution. On May 31, 2024, the Company convened and held its previously-adjourned Special Meeting of the stockholders, at which the Company’s stockholders approved a proposal for the voluntary dissolution and liquidation of the Company (the “Dissolution”) pursuant to a Plan of Dissolution (the “Plan of Dissolution”), which authorizes the Company to liquidate and dissolve the Company in accordance with the Plan of Dissolution, but subject to the Company’s ability to abandon or delay the Plan of Dissolution in accordance with the terms thereof. Sale of Activ Nutritional, LLC On May 31, 2024, the Company completed its sale of all of the outstanding equity interests of Activ to Doctor’s Best. The Transaction closed in accordance with the terms and conditions of the Purchase Agreement, pursuant to which Doctor’s Best acquired all of the outstanding equity interests of Activ from Viactiv for aggregate cash consideration to the Company of $ 17,200,000 Nasdaq Listing and Reverse Stock Split The Company’s common stock is traded on the Nasdaq Capital Market (“Nasdaq”) under the symbol “GHSI”. On January 6, 2023, the Company effected a 1-for-50 1.00 1.00 Liquidity During the six months ended June 30, 2024, the Company completed the sale of its Viactiv® brand and business for gross cash proceeds of $ 17,200,000 16,250,000 For the six months ended June 30, 2024, the Company recorded net income of $ 5,577,587 12,304,875 11,726,743 578,132 1,834,766 As of June 30, 2024, the Company had $ 14,822,826 14,374,922 Accordingly, the Company’s condensed consolidated financial statements have been presented on the basis that it will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The condensed consolidated financial statements also do not reflect any adjustments relating to the recoverability and reclassifications of assets and liabilities that might be necessary if the Company is unable to continue as a going concern or it adopts the liquidation basis of accounting. In addition, this determination is based on management’s current expectations and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict, and which involve unknown risks and uncertainties that may individually or materially impact the matters discussed herein for a variety of reasons that are outside the control of the Company. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
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 SEC for interim financial information. The unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements for the year ended December 31, 2023 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, 2024. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC. The condensed consolidated balance sheet as of December 31, 2023 was derived from the audited consolidated financial statements as of that date, but does not include all disclosures, including notes, required by GAAP. On May 31, 2024, the Company completed the sale of all of the outstanding equity interests of Activ (see Note 3). The operations of Activ are reported as discontinued operations for all periods presented in the accompanying condensed consolidated financial statements. Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Viactiv Nutritionals, Inc. and NutriGuard Formulations, Inc. Viactiv Nutritionals, Inc. was dissolved effective July 22, 2024. All intercompany balances and transactions have been eliminated in consolidation. Segment Information As a result of the disposition of the Viactiv® brand and business effective May 31, 2024 (see Note 3), at June 30, 3024, the Company operates and reports in one segment, which consists of the development and distribution of clinically supported dietary supplements for ocular health. The Company’s operating segment is reported in a manner consistent with the internal reporting provided to the Company’s Chief Operating Decision Maker, which is the Company’s President and Chief Executive Officer. Use of Estimates The preparation of 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. Actual results could differ from those estimates. On an ongoing basis, management reviews its estimates and if deemed appropriate, those estimates are adjusted. Significant estimates include those related to assumptions used in valuing 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. Historically the Company has not experienced any significant payment delays from customers. In certain circumstances, returns of products are allowed. Due to the insignificant amount of historical returns, the stand-alone nature of our products, and our assessment of performance obligations and transaction pricing for our sales contracts the Company does not currently maintain a contract asset or liability balance for obligations. The Company assesses its contracts and the reasonableness of our conclusions on a quarterly basis. At June 30, 2024 and December 31, 2023, the allowance for doubtful accounts was $ 0 0 Third-Party Outsourcing The Company derives substantially all of its revenue from the sale of products using a third-party fulfillment center to provide order processing and sales fulfillment, customer invoicing and collections, and product warehousing. Substantially all of the Company’s products are shipped through the third-party fulfillment center to the customer. Shipping charges to customers are included in revenues. In addition, the Company uses the third-party fulfillment center to provide sales and inventory management, and certain marketing and promotional services. The Company outsources the production of substantially all of its products with a third party that manufactures and packages the finished products under a product supply agreement. Costs incurred related to third-party outsourcing, which includes manufacturing, order processing and fulfillment, and warehousing, were $ 26,499 61,809 64,475 87,309 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 $ 7,572 8,972 17,616 22,175 Advertising Costs Advertising costs are expensed as incurred and are included in sales and marketing expense. Advertising costs were $ 0 400 0 1,657 Concentration of Risk Vendor costs three months ended June 30, 2024, the Company utilized one vendor for its corporate legal advice. Costs associated with this vendor accounted for approximately 48 and approximately 31 42 . Accounts payable 30, 2024 , three vendors accounted for 75 35 27 13 vendors accounted for 81 55 14 12 and December 31, 2023. Cash and cash equivalents. 14,822,826 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 using the fair value method in accordance with ASC 718, Compensation – Stock Compensation. The estimated fair value of stock options granted to employees in exchange for services is measured at the grant date, using a fair value-based method, such as a Black-Scholes option valuation model, and is recognized as an expense on a straight-line basis over the requisite service periods. The assumptions used in the Black-Scholes option pricing model such as risk-free interest rates, expected volatility, expected life, and future dividends could materially affect compensation expense recorded in future periods. The fair value of restricted stock units is measured at the grant date based on the closing market price of the Company’s common stock on the date of grant and is recognized as an expense on a straight-line basis over the requisite service periods. Recognition of compensation expense for non-employees is accounted for in the same period and manner as if the Company had paid cash for the services. Income (Loss) per Common Share Basic income (loss) per share 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 earnings per share is computed based on the weighted-average common shares outstanding plus the effect of dilutive potential common shares outstanding during the period calculated using the treasury stock method. Shares of vested restricted stock are included in the diluted weighted average number of common shares outstanding from the date they are vested. Dilutive potential common shares include shares from unexercised warrants and options. Potential common share equivalents have been excluded where their inclusion would be antidilutive. The following tables reconcile the number of shares of common stock utilized in the earnings per share calculations for the three months and six months ended June 30, 2024 and 2023: Schedule of Reconcile the Number of Shares of Common Stock Utilized in the Earnings Per Share 2024 2023 Three Months Ended June 30, 2024 2023 Number of common shares - basic 1,284,156 1,267,340 Effect of dilutive securities: Warrants 10,093 - Options 3,390 430 Restricted stock awards - 333 Number of common shares - diluted 1,297,638 1,268,103 Number of potentially dilutive securities excluded from calculation due to antidilutive impact 88,240 1,549,074 2024 2023 Six Months Ended June 30, 2024 2023 Number of common shares - basic 1,282,241 1,267,340 Effect of dilutive securities: Warrants 4,669 693 Options 2,656 Restricted stock awards - 333 Number of common shares - diluted 1,289,566 1,268,366 Number of potentially dilutive securities excluded from calculation due to antidilutive impact 91,182 1,548,808 Antidilutive securities include outstanding stock options with exercise prices and average unrecognized compensation cost more than the average fair market value of common stock for the related period. Antidilutive securities also include restricted stock awards with average unrecognized compensation cost in excess of the average fair market value of the common stock for the related period. Antidilutive options and restricted stock awards were excluded from the calculation of diluted net income per share and could become dilutive in future periods. The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share: 2024 2023 June 30, 2024 2023 Warrants 73,261 1,526,301 Options 17,921 22,507 Anti-dilutive securities 91,182 1,548,808 Fair Value of Financial Instruments Accounting standards require certain assets and liabilities to be reported at fair value in 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 at fair value as of June 30, 2024 and December 31, 2023: Schedule of Assets and Liabilities at Fair Value Level 1 Level 2 Level 3 Total June 30, 2024 Level 1 Level 2 Level 3 Total Assets $ - $ - $ - $ - Total assets $ - $ - $ - $ - Liabilities Warrant derivative liability $ - $ - $ 631,254 $ 631,254 Total liabilities $ - $ - $ 631,254 $ 631,254 Level 1 Level 2 Level 3 Total December 31, 2023 Level 1 Level 2 Level 3 Total Assets $ - $ - $ - $ - Total assets $ - $ - $ - $ - Liabilities Warrant derivative liability $ - $ - $ 2,453,100 $ 2,453,100 Total liabilities $ - $ - $ 2,453,100 $ 2,453,100 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 six months ended June 30, 2024: Schedule of Warrant Derivative Liability Measured at Fair Value Six Months Ended June 30, 2024 Balance as of beginning of period – December 31, 2023 $ 2,453,100 Change in fair value of warrant derivative liability 3,817,908 Fair value of warrants redeemed for cash settlement (5,632,429 ) Fair value of warrant redemption payable (7,325 ) Balance as of end of period – June 30, 2024 $ 631,254 As of June 30, 2024 and December 31, 2023, the Company’s outstanding warrants (except for placement agent warrants) were treated as derivative liabilities and changes in the fair value were recognized in the statement of operations (see Note 5). The Company believes the carrying amounts of certain financial instruments, including cash, 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 July 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 statements, including their presentation and related disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure (“ASU 2023-07”), which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expense categories that are regularly provided to the chief operating decision maker and included in each reported measure of a segment’s profit or loss. ASU-2023-07 also requires all annual disclosures about a reportable segment’s profit or loss and assets to be provided in interim periods and for entities with a single reportable segment to provide all the disclosures required by ASC 280, Segment Reporting, including the significant segment expense disclosures. The Company adopted ASU 2023-07 effective January 1, 2024.The adoption of ASU 2023-07 did not have any impact on the Company’s consolidated financial statements, including their presentation and 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 consolidated financial statements. |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 3. Discontinued Operations Activ owns the Viactiv® brand and business and is the wholly-owned subsidiary of Viactiv Nutritionals, Inc., a wholly-owned subsidiary of the Company. On May 31, 2024 the Company completed the sale of Activ to Doctor’s Best Inc. (see Note 1). The transaction closed in accordance with the terms and conditions of the Purchase Agreement, pursuant to which Doctor’s Best acquired all of the outstanding equity interests of Activ for aggregate cash consideration paid to the Company at closing of $ 17,200,000 3,732,615 1,740,642 11,726,743 The Company received net proceeds at closing of $ 16,250,000 725,000 225,000 225,000 The foregoing information with respect to the transaction referred to herein is summarized as follows: Schedule of Transaction Three Months Ended June 30, 2024 Six Months Ended June 30, 2024 Base purchase price $ 17,200,000 $ 17,200,000 Less: Carrying amount of net assets sold (3,732,615 ) (3,732,615 ) Gain on sale before transaction costs 13,467,385 13,467,385 Less: Transaction costs paid at closing (725,000 ) (725,000 ) Gain on sale, per statement of operations 12,742,385 12,742,385 Other transaction costs incurred during 2024 (485,952 ) (1,015,642 ) Net gain on sale $ 12,256,433 $ 11,726,743 The operations of Activ are reported for all periods as discontinued operations in the Company’s condensed consolidated financial statements. The following table summarizes the results of discontinued operations in the Company’s condensed consolidated statements of operations: Summarizes Discontinued Operations of Condensed Consolidated Statements of Operations 2024 2023 2024 2023 Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Revenue $ 1,889,472 $ 2,710,184 $ 4,807,998 $ 5,801,631 Cost of goods sold 1,138,504 1,453,976 2,914,982 3,235,803 Research and development - 77,200 3,168 134,750 Sales and marketing 330,618 407,408 688,653 975,189 General and administrative 219,427 307,763 623,063 657,201 Income from operations 200,923 463,837 578,132 798,688 Other income (loss): Transaction costs related to sale of discontinued (485,952 ) (56,098 ) (1,015,642 ) (143,766 ) Gain on sale of discontinued operations 12,742,385 - 12,742,385 - Total other income (loss) 12,256,433 (56,098 ) 11,726,743 (143,766 ) Income from discontinued operations $ 12,457,356 $ 407,739 $ 12,304,875 $ 654,922 The table below provides a reconciliation of the carrying amounts of the major classes of assets and liabilities of discontinued operations at May 31, 2024 and December 31, 2023. The total current assets and total current liabilities of discontinued operations are presented separately in the accompanying consolidated balance sheet at December 31, 2023: Summarizes Discontinued Operations of Consolidated Balance Sheet May 31, December 31, 2024 2023 (Unaudited) Assets Accounts receivable, net $ 1,912,252 $ 2,265,072 Inventories, net 2,628,194 2,579,469 Prepaid expenses and other current assets 215,753 11,214 Total current assets of discontinued operations 4,756,199 4,855,755 Liabilities Accounts payable 900,424 591,626 Accrued expenses 123,160 205,808 Total current liabilities of discontinued operations 1,023,584 797,434 Net assets of discontinued operations $ 3,732,615 $ 4,058,321 |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Inventories | 4. Inventories Inventories are stated at the lower of cost (first-in, first-out) or net realizable value and consisted of the following at June 30, 2024 and December 31, 2023: Schedule of Inventories June 30, December 31, 2024 2023 Raw materials $ 34,400 $ 35,404 Finished products 43,397 62,240 Inventories, net $ 77,797 $ 97,644 |
Operating Leases
Operating Leases | 6 Months Ended |
Jun. 30, 2024 | |
Operating Leases | |
Operating Leases | 5. Operating Leases The Company leases its corporate office space located in Houston, Texas, pursuant to a short-term lease with payments of approximately $ 3,000 |
Warrant Derivative Liability
Warrant Derivative Liability | 6 Months Ended |
Jun. 30, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Warrant Derivative Liability | 6. Warrant Derivative Liability In February 2022, the Company entered into a securities purchase agreement with certain institutional investors, pursuant to which the Company issued and sold shares of the Company’s common stock and warrants to purchase shares of the Company’s common stock. Included in the offering were 740,000 740,000 The Series A and Series B warrants contained certain antidilution provisions, including a down round provision and certain cash redemption rights. In addition, the warrants contained a provision which required 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 warrants were not considered indexed to the Company’s own stock and not eligible for an exception from derivative accounting. Accordingly, these warrants were classified as a derivative liability. During 2023, Series B Warrants were exercised into 7,649 732,351 August 24, 2023 As of December 31, 2023, the Company had 740,000 49,900 8,918 5,632,429 7,325 621,300 68,800 In addition, 37,000 319,625 The fair value of the warrant liability at June 30, 2024 and at December 31, 2023 was $ 631,254 2,453,100 : Schedule of Warrant Derivative Liability Series A Warrants June 30, 2024 December 31, 2023 Common stock market price $ 10.01 $ 5.34 Exercise price 7.57 7.57 Expected term (in years) 2.73 3.15 Expected volatility 191.60 % 97.60 % Expected dividend yield - - Risk-free interest rate 4.69 % 4.10 % Total fair value $ 631,254 $ 2,453,100 |
Redeemable Preferred Stock (Cla
Redeemable Preferred Stock (Classified as Temporary Equity, redeemed in full in February 2023) | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Redeemable Preferred Stock (Classified as Temporary Equity, redeemed in full in February 2023) | 7. Redeemable Preferred Stock (Classified as 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 he Preferred Stock was redeemed in full for $ 5,250,000 4,750,000 500,000 105 . |
Stockholders_ Equity
Stockholders’ Equity | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Stockholders’ Equity | 8. Stockholders’ Equity Common Stock The Company is authorized to issue 250,000,000 0.001 1,284,156 1,275,238 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, 2023 786,701 $ 8.96 3.12 Granted - - - Forfeitures - - - Expirations (571 ) - - Redemptions (708,200 ) - - June 30, 2024, all exercisable 77,930 $ 22.36 2.38 The exercise prices of warrants outstanding and exercisable as of June 30, 2024 are as follows: Schedule of Exercise Price of Warrants Outstanding and Exercisable Warrants Outstanding and Exercisable (Shares) Exercise Prices 68,800 $ 7.57 9,130 $ 133.82 77,930 During the six months ended June 30, 2024, 49,900 8,918 658,300 5,959,379 10.10 174,064 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, 2023 20,577 $ 77.72 7.60 Granted - - - Forfeitures - - - Expirations - - - Exercised - - - June 30, 2024, outstanding 20,577 $ 77.72 7.39 June 30, 2024, exercisable 14,905 $ 104.93 6.21 The exercise prices of options outstanding and exercisable as of June 30, 2024 are as follows: Schedule of Exercise Price of Options Outstanding and Exercisable Options Outstanding (Shares) Options Exercisable (Shares) Exercise Prices 10,000 5,000 $ 6.01 1,344 1,344 7.35 1,344 672 7.78 841 841 45.50 1,002 1,002 80.50 1,008 1,008 88.00 840 840 116.70 336 336 162.33 3,862 3,862 300.00 20,577 14,905 The Company accounts for share-based payments in accordance with ASC 718, Compensation – Stock Compensation, wherein grants are measured at the grant date fair value and charged to operations ratably over the vesting periods. During the six months ended June 30, 2024, there were no During the six months ended June 30, 2023, the Company granted options to purchase an aggregate of 1,344 8,454 146 3.81 zero 3 7.78 During the six months ended June 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 six months ended June 30, 2024 and 2023, the Company recognized aggregate share-based compensation expense (income) of $ 22,352 (48,273) As of June 30, 2024, the Company had an aggregate of 5,672 37,000 1 10.04 46,952 Restricted Common Stock During the six months ended June 30, 2024 and 2023, there were no During the six months ended June 30, 2024 and 2023, the Company recognized share-based compensation expense of $ 4,340 10,716 The following table summarizes restricted common stock activity for the six months ended June 30, 2024 Schedule of Non Vested Restricted Common Stock Activity Number of shares Fair value of shares Non-vested shares, December 31, 2023 333 $ 80.50 Granted - - Vested (333 ) 80.50 Forfeited - - Non-vested shares, June 30, 2024 - $ - |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes During the three months and six months ended June 30, 2024 and 2023, the Company did not record any provision for income taxes, as the Company incurred losses for income tax reporting during such periods. On May 31, 2024, the Company completed its sale of all the outstanding equity interests of Activ Nutritional, LLC (“Activ”) for $ 17,200,000 12,742,385 Deferred tax assets and liabilities reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company has recorded a full valuation allowance against its deferred tax assets (including the capital losses described above) as the Company currently believes it is more likely than not that the deferred tax assets will not be realized. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies Legal Proceedings The Company is periodically the subject of various pending or threatened legal actions and claims arising out of its operations in the normal course of business. In the opinion of the management of the Company, adequate provision has been made in the Company’s consolidated financial statements at June 30, 2024 and December 31, 2023 with respect to any such matters. The Company is not currently a party to any material legal proceedings and is not aware of any pending or threatened legal proceeding against the Company that the Company believes could have a material adverse effect on its business, operating results, cash flows or financial condition. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. 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 as disclosed herein, 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) | 6 Months Ended |
Jun. 30, 2024 | |
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 SEC for interim financial information. The unaudited condensed consolidated financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements for the year ended December 31, 2023 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, 2024. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC. The condensed consolidated balance sheet as of December 31, 2023 was derived from the audited consolidated financial statements as of that date, but does not include all disclosures, including notes, required by GAAP. On May 31, 2024, the Company completed the sale of all of the outstanding equity interests of Activ (see Note 3). The operations of Activ are reported as discontinued operations for all periods presented in the accompanying condensed consolidated financial statements. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Viactiv Nutritionals, Inc. and NutriGuard Formulations, Inc. Viactiv Nutritionals, Inc. was dissolved effective July 22, 2024. All intercompany balances and transactions have been eliminated in consolidation. |
Segment Information | Segment Information As a result of the disposition of the Viactiv® brand and business effective May 31, 2024 (see Note 3), at June 30, 3024, the Company operates and reports in one segment, which consists of the development and distribution of clinically supported dietary supplements for ocular health. The Company’s operating segment is reported in a manner consistent with the internal reporting provided to the Company’s Chief Operating Decision Maker, which is the Company’s President and Chief Executive Officer. |
Use of Estimates | Use of Estimates The preparation of 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. Actual results could differ from those estimates. On an ongoing basis, management reviews its estimates and if deemed appropriate, those estimates are adjusted. Significant estimates include those related to assumptions used in valuing 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. Historically the Company has not experienced any significant payment delays from customers. In certain circumstances, returns of products are allowed. Due to the insignificant amount of historical returns, the stand-alone nature of our products, and our assessment of performance obligations and transaction pricing for our sales contracts the Company does not currently maintain a contract asset or liability balance for obligations. The Company assesses its contracts and the reasonableness of our conclusions on a quarterly basis. At June 30, 2024 and December 31, 2023, the allowance for doubtful accounts was $ 0 0 Third-Party Outsourcing The Company derives substantially all of its revenue from the sale of products using a third-party fulfillment center to provide order processing and sales fulfillment, customer invoicing and collections, and product warehousing. Substantially all of the Company’s products are shipped through the third-party fulfillment center to the customer. Shipping charges to customers are included in revenues. In addition, the Company uses the third-party fulfillment center to provide sales and inventory management, and certain marketing and promotional services. The Company outsources the production of substantially all of its products with a third party that manufactures and packages the finished products under a product supply agreement. Costs incurred related to third-party outsourcing, which includes manufacturing, order processing and fulfillment, and warehousing, were $ 26,499 61,809 64,475 87,309 |
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 $ 7,572 8,972 17,616 22,175 |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred and are included in sales and marketing expense. Advertising costs were $ 0 400 0 1,657 |
Concentration of Risk | Concentration of Risk Vendor costs three months ended June 30, 2024, the Company utilized one vendor for its corporate legal advice. Costs associated with this vendor accounted for approximately 48 and approximately 31 42 . Accounts payable 30, 2024 , three vendors accounted for 75 35 27 13 vendors accounted for 81 55 14 12 and December 31, 2023. Cash and cash equivalents. 14,822,826 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 using the fair value method in accordance with ASC 718, Compensation – Stock Compensation. The estimated fair value of stock options granted to employees in exchange for services is measured at the grant date, using a fair value-based method, such as a Black-Scholes option valuation model, and is recognized as an expense on a straight-line basis over the requisite service periods. The assumptions used in the Black-Scholes option pricing model such as risk-free interest rates, expected volatility, expected life, and future dividends could materially affect compensation expense recorded in future periods. The fair value of restricted stock units is measured at the grant date based on the closing market price of the Company’s common stock on the date of grant and is recognized as an expense on a straight-line basis over the requisite service periods. Recognition of compensation expense for non-employees is accounted for in the same period and manner as if the Company had paid cash for the services. |
Income (Loss) per Common Share | Income (Loss) per Common Share Basic income (loss) per share 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 earnings per share is computed based on the weighted-average common shares outstanding plus the effect of dilutive potential common shares outstanding during the period calculated using the treasury stock method. Shares of vested restricted stock are included in the diluted weighted average number of common shares outstanding from the date they are vested. Dilutive potential common shares include shares from unexercised warrants and options. Potential common share equivalents have been excluded where their inclusion would be antidilutive. The following tables reconcile the number of shares of common stock utilized in the earnings per share calculations for the three months and six months ended June 30, 2024 and 2023: Schedule of Reconcile the Number of Shares of Common Stock Utilized in the Earnings Per Share 2024 2023 Three Months Ended June 30, 2024 2023 Number of common shares - basic 1,284,156 1,267,340 Effect of dilutive securities: Warrants 10,093 - Options 3,390 430 Restricted stock awards - 333 Number of common shares - diluted 1,297,638 1,268,103 Number of potentially dilutive securities excluded from calculation due to antidilutive impact 88,240 1,549,074 2024 2023 Six Months Ended June 30, 2024 2023 Number of common shares - basic 1,282,241 1,267,340 Effect of dilutive securities: Warrants 4,669 693 Options 2,656 Restricted stock awards - 333 Number of common shares - diluted 1,289,566 1,268,366 Number of potentially dilutive securities excluded from calculation due to antidilutive impact 91,182 1,548,808 Antidilutive securities include outstanding stock options with exercise prices and average unrecognized compensation cost more than the average fair market value of common stock for the related period. Antidilutive securities also include restricted stock awards with average unrecognized compensation cost in excess of the average fair market value of the common stock for the related period. Antidilutive options and restricted stock awards were excluded from the calculation of diluted net income per share and could become dilutive in future periods. The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share: 2024 2023 June 30, 2024 2023 Warrants 73,261 1,526,301 Options 17,921 22,507 Anti-dilutive securities 91,182 1,548,808 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Accounting standards require certain assets and liabilities to be reported at fair value in 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 at fair value as of June 30, 2024 and December 31, 2023: Schedule of Assets and Liabilities at Fair Value Level 1 Level 2 Level 3 Total June 30, 2024 Level 1 Level 2 Level 3 Total Assets $ - $ - $ - $ - Total assets $ - $ - $ - $ - Liabilities Warrant derivative liability $ - $ - $ 631,254 $ 631,254 Total liabilities $ - $ - $ 631,254 $ 631,254 Level 1 Level 2 Level 3 Total December 31, 2023 Level 1 Level 2 Level 3 Total Assets $ - $ - $ - $ - Total assets $ - $ - $ - $ - Liabilities Warrant derivative liability $ - $ - $ 2,453,100 $ 2,453,100 Total liabilities $ - $ - $ 2,453,100 $ 2,453,100 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 six months ended June 30, 2024: Schedule of Warrant Derivative Liability Measured at Fair Value Six Months Ended June 30, 2024 Balance as of beginning of period – December 31, 2023 $ 2,453,100 Change in fair value of warrant derivative liability 3,817,908 Fair value of warrants redeemed for cash settlement (5,632,429 ) Fair value of warrant redemption payable (7,325 ) Balance as of end of period – June 30, 2024 $ 631,254 As of June 30, 2024 and December 31, 2023, the Company’s outstanding warrants (except for placement agent warrants) were treated as derivative liabilities and changes in the fair value were recognized in the statement of operations (see Note 5). The Company believes the carrying amounts of certain financial instruments, including cash, 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 July 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 statements, including their presentation and related disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure (“ASU 2023-07”), which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expense categories that are regularly provided to the chief operating decision maker and included in each reported measure of a segment’s profit or loss. ASU-2023-07 also requires all annual disclosures about a reportable segment’s profit or loss and assets to be provided in interim periods and for entities with a single reportable segment to provide all the disclosures required by ASC 280, Segment Reporting, including the significant segment expense disclosures. The Company adopted ASU 2023-07 effective January 1, 2024.The adoption of ASU 2023-07 did not have any impact on the Company’s consolidated financial statements, including their presentation and 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 consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Reconcile the Number of Shares of Common Stock Utilized in the Earnings Per Share | The following tables reconcile the number of shares of common stock utilized in the earnings per share calculations for the three months and six months ended June 30, 2024 and 2023: Schedule of Reconcile the Number of Shares of Common Stock Utilized in the Earnings Per Share 2024 2023 Three Months Ended June 30, 2024 2023 Number of common shares - basic 1,284,156 1,267,340 Effect of dilutive securities: Warrants 10,093 - Options 3,390 430 Restricted stock awards - 333 Number of common shares - diluted 1,297,638 1,268,103 Number of potentially dilutive securities excluded from calculation due to antidilutive impact 88,240 1,549,074 2024 2023 Six Months Ended June 30, 2024 2023 Number of common shares - basic 1,282,241 1,267,340 Effect of dilutive securities: Warrants 4,669 693 Options 2,656 Restricted stock awards - 333 Number of common shares - diluted 1,289,566 1,268,366 Number of potentially dilutive securities excluded from calculation due to antidilutive impact 91,182 1,548,808 The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share: 2024 2023 June 30, 2024 2023 Warrants 73,261 1,526,301 Options 17,921 22,507 Anti-dilutive securities 91,182 1,548,808 |
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 at fair value as of June 30, 2024 and December 31, 2023: Schedule of Assets and Liabilities at Fair Value Level 1 Level 2 Level 3 Total June 30, 2024 Level 1 Level 2 Level 3 Total Assets $ - $ - $ - $ - Total assets $ - $ - $ - $ - Liabilities Warrant derivative liability $ - $ - $ 631,254 $ 631,254 Total liabilities $ - $ - $ 631,254 $ 631,254 Level 1 Level 2 Level 3 Total December 31, 2023 Level 1 Level 2 Level 3 Total Assets $ - $ - $ - $ - Total assets $ - $ - $ - $ - Liabilities Warrant derivative liability $ - $ - $ 2,453,100 $ 2,453,100 Total liabilities $ - $ - $ 2,453,100 $ 2,453,100 |
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 six months ended June 30, 2024: Schedule of Warrant Derivative Liability Measured at Fair Value Six Months Ended June 30, 2024 Balance as of beginning of period – December 31, 2023 $ 2,453,100 Change in fair value of warrant derivative liability 3,817,908 Fair value of warrants redeemed for cash settlement (5,632,429 ) Fair value of warrant redemption payable (7,325 ) Balance as of end of period – June 30, 2024 $ 631,254 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Transaction | The foregoing information with respect to the transaction referred to herein is summarized as follows: Schedule of Transaction Three Months Ended June 30, 2024 Six Months Ended June 30, 2024 Base purchase price $ 17,200,000 $ 17,200,000 Less: Carrying amount of net assets sold (3,732,615 ) (3,732,615 ) Gain on sale before transaction costs 13,467,385 13,467,385 Less: Transaction costs paid at closing (725,000 ) (725,000 ) Gain on sale, per statement of operations 12,742,385 12,742,385 Other transaction costs incurred during 2024 (485,952 ) (1,015,642 ) Net gain on sale $ 12,256,433 $ 11,726,743 |
Summarizes Discontinued Operations of Condensed Consolidated Statements of Operations | The operations of Activ are reported for all periods as discontinued operations in the Company’s condensed consolidated financial statements. The following table summarizes the results of discontinued operations in the Company’s condensed consolidated statements of operations: Summarizes Discontinued Operations of Condensed Consolidated Statements of Operations 2024 2023 2024 2023 Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Revenue $ 1,889,472 $ 2,710,184 $ 4,807,998 $ 5,801,631 Cost of goods sold 1,138,504 1,453,976 2,914,982 3,235,803 Research and development - 77,200 3,168 134,750 Sales and marketing 330,618 407,408 688,653 975,189 General and administrative 219,427 307,763 623,063 657,201 Income from operations 200,923 463,837 578,132 798,688 Other income (loss): Transaction costs related to sale of discontinued (485,952 ) (56,098 ) (1,015,642 ) (143,766 ) Gain on sale of discontinued operations 12,742,385 - 12,742,385 - Total other income (loss) 12,256,433 (56,098 ) 11,726,743 (143,766 ) Income from discontinued operations $ 12,457,356 $ 407,739 $ 12,304,875 $ 654,922 |
Summarizes Discontinued Operations of Consolidated Balance Sheet | The table below provides a reconciliation of the carrying amounts of the major classes of assets and liabilities of discontinued operations at May 31, 2024 and December 31, 2023. The total current assets and total current liabilities of discontinued operations are presented separately in the accompanying consolidated balance sheet at December 31, 2023: Summarizes Discontinued Operations of Consolidated Balance Sheet May 31, December 31, 2024 2023 (Unaudited) Assets Accounts receivable, net $ 1,912,252 $ 2,265,072 Inventories, net 2,628,194 2,579,469 Prepaid expenses and other current assets 215,753 11,214 Total current assets of discontinued operations 4,756,199 4,855,755 Liabilities Accounts payable 900,424 591,626 Accrued expenses 123,160 205,808 Total current liabilities of discontinued operations 1,023,584 797,434 Net assets of discontinued operations $ 3,732,615 $ 4,058,321 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories are stated at the lower of cost (first-in, first-out) or net realizable value and consisted of the following at June 30, 2024 and December 31, 2023: Schedule of Inventories June 30, December 31, 2024 2023 Raw materials $ 34,400 $ 35,404 Finished products 43,397 62,240 Inventories, net $ 77,797 $ 97,644 |
Warrant Derivative Liability (T
Warrant Derivative Liability (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Warrant Derivative Liability | Schedule of Warrant Derivative Liability Series A Warrants June 30, 2024 December 31, 2023 Common stock market price $ 10.01 $ 5.34 Exercise price 7.57 7.57 Expected term (in years) 2.73 3.15 Expected volatility 191.60 % 97.60 % Expected dividend yield - - Risk-free interest rate 4.69 % 4.10 % Total fair value $ 631,254 $ 2,453,100 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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, 2023 786,701 $ 8.96 3.12 Granted - - - Forfeitures - - - Expirations (571 ) - - Redemptions (708,200 ) - - June 30, 2024, all exercisable 77,930 $ 22.36 2.38 |
Schedule of Exercise Price of Warrants Outstanding and Exercisable | The exercise prices of warrants outstanding and exercisable as of June 30, 2024 are as follows: Schedule of Exercise Price of Warrants Outstanding and Exercisable Warrants Outstanding and Exercisable (Shares) Exercise Prices 68,800 $ 7.57 9,130 $ 133.82 77,930 |
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, 2023 20,577 $ 77.72 7.60 Granted - - - Forfeitures - - - Expirations - - - Exercised - - - June 30, 2024, outstanding 20,577 $ 77.72 7.39 June 30, 2024, exercisable 14,905 $ 104.93 6.21 |
Schedule of Exercise Price of Options Outstanding and Exercisable | The exercise prices of options outstanding and exercisable as of June 30, 2024 are as follows: Schedule of Exercise Price of Options Outstanding and Exercisable Options Outstanding (Shares) Options Exercisable (Shares) Exercise Prices 10,000 5,000 $ 6.01 1,344 1,344 7.35 1,344 672 7.78 841 841 45.50 1,002 1,002 80.50 1,008 1,008 88.00 840 840 116.70 336 336 162.33 3,862 3,862 300.00 20,577 14,905 |
Schedule of Non Vested Restricted Common Stock Activity | The following table summarizes restricted common stock activity for the six months ended June 30, 2024 Schedule of Non Vested Restricted Common Stock Activity Number of shares Fair value of shares Non-vested shares, December 31, 2023 333 $ 80.50 Granted - - Vested (333 ) 80.50 Forfeited - - Non-vested shares, June 30, 2024 - $ - |
Organization and Business Ope_2
Organization and Business Operations (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
May 31, 2024 | Jan. 06, 2023 | Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||
Proceeds from Divestiture of Businesses | $ 17,200,000 | $ 17,200,000 | ||||||
Reverse stock split | 1-for-50 | |||||||
Minimum closing bid price | $ 1 | |||||||
Net cash proceeds | 16,250,000 | |||||||
Net income (loss) | $ 10,324,330 | $ (4,746,744) | $ (1,172,411) | $ 533,091 | 5,577,587 | $ (639,320) | ||
Income from discontinued operations | 12,457,356 | $ 407,739 | 12,304,875 | 654,922 | ||||
Gain on sale of discontinued operations | 11,726,743 | |||||||
Income from discontinued operations | 578,132 | |||||||
Net cash used in operating activities | 1,834,766 | $ 2,285,712 | ||||||
Cash | 14,822,826 | 14,822,826 | ||||||
Working capital | $ 14,374,922 | $ 14,374,922 |
Schedule of Reconcile the Numbe
Schedule of Reconcile the Number of Shares of Common Stock Utilized in the Earnings Per Share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Number of common shares - basic | 1,284,156 | 1,267,340 | 1,282,241 | 1,267,340 |
Number of common shares - diluted | 1,297,638 | 1,268,103 | 1,289,566 | 1,268,366 |
Anti-dilutive securities | 88,240 | 1,549,074 | 91,182 | 1,548,808 |
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Warrants | 10,093 | 4,669 | 693 | |
Anti-dilutive securities | 73,261 | 1,526,301 | ||
Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Options | 3,390 | 430 | 2,656 | |
Anti-dilutive securities | 17,921 | 22,507 | ||
Restricted Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Restricted stock awards | 333 | 333 |
Schedule of Assets and Liabilit
Schedule of Assets and Liabilities at Fair Value (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Platform Operator, Crypto Asset [Line Items] | ||
Total assets | ||
Total liabilities | 631,254 | 2,453,100 |
Warrant Derivative Liability [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Total liabilities | 631,254 | 2,453,100 |
Fair Value, Inputs, Level 1 [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Total assets | ||
Total liabilities | ||
Fair Value, Inputs, Level 1 [Member] | Warrant Derivative 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 Derivative 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 | 631,254 | 2,453,100 |
Fair Value, Inputs, Level 3 [Member] | Warrant Derivative Liability [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Total liabilities | $ 631,254 | $ 2,453,100 |
Schedule of Warrant Derivative
Schedule of Warrant Derivative Liability Measured at Fair Value (Details) - USD ($) | 1 Months Ended | 6 Months Ended |
Jun. 30, 2024 | Jun. 30, 2024 | |
Accounting Policies [Abstract] | ||
Warrant derivative liability, beginning balance | $ 2,453,100 | |
Change in fair value of warrant derivative liability | 3,817,908 | |
Fair value of warrants redeemed for cash settlement | $ 5,632,429 | (5,632,429) |
Fair value of warrant redemption payable | (7,325) | |
Warrant derivative liability, ending balance | $ 631,254 | $ 631,254 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Product Information [Line Items] | |||||
Allowance for doubtful accounts | $ 0 | $ 0 | $ 0 | ||
Third party outsourcing | 26,499 | $ 61,809 | 64,475 | $ 87,309 | |
Cost of goods sold | 36,572 | 86,574 | 80,738 | 155,134 | |
Advertising costs | 0 | $ 400 | 0 | 1,657 | |
Cash | 14,822,826 | 14,822,826 | $ 6,359,646 | ||
Cash FDIC insured amount | 250,000 | 250,000 | |||
Cash SIPC insured amount | $ 500,000 | $ 500,000 | |||
Accounts Payable [Member] | Customer Concentration Risk [Member] | Vendor [Member] | |||||
Product Information [Line Items] | |||||
Concentration Risk, Percentage | 48% | 31% | |||
Accounts Payable [Member] | Customer Concentration Risk [Member] | One Other Vendor [Member] | |||||
Product Information [Line Items] | |||||
Concentration Risk, Percentage | 42% | ||||
Accounts Payable [Member] | Customer Concentration Risk [Member] | Three Vendors [Member] | |||||
Product Information [Line Items] | |||||
Concentration Risk, Percentage | 75% | 81% | |||
Accounts Payable [Member] | Customer Concentration Risk [Member] | One Vendor [Member] | |||||
Product Information [Line Items] | |||||
Concentration Risk, Percentage | 35% | 55% | |||
Accounts Payable [Member] | Customer Concentration Risk [Member] | Second Vendor [Member] | |||||
Product Information [Line Items] | |||||
Concentration Risk, Percentage | 27% | 14% | |||
Accounts Payable [Member] | Customer Concentration Risk [Member] | Third Vendor [Member] | |||||
Product Information [Line Items] | |||||
Concentration Risk, Percentage | 13% | 12% | |||
Shipping and Handling [Member] | |||||
Product Information [Line Items] | |||||
Cost of goods sold | $ 7,572 | $ 8,972 | $ 17,616 | $ 22,175 |
Schedule of Transaction (Detail
Schedule of Transaction (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
May 31, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |||||
Base purchase price | $ 17,200,000 | $ 17,200,000 | $ 17,200,000 | ||
Less: Carrying amount of net assets sold | (3,732,615) | (3,732,615) | (3,732,615) | ||
Gain on sale before transaction costs | 13,467,385 | 13,467,385 | |||
Less: Transaction costs paid at closing | (725,000) | (725,000) | |||
Gain on sale, per statement of operations | $ 12,742,385 | 12,742,385 | 12,742,385 | ||
Other transaction costs incurred during 2024 | (485,952) | (56,098) | (1,015,642) | (143,766) | |
Net gain on sale | $ 12,256,433 | $ (56,098) | $ 11,726,743 | $ (143,766) |
Summarizes Discontinued Operati
Summarizes Discontinued Operations of Condensed Consolidated Statements of Operations (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | ||||
Revenue | $ 1,889,472 | $ 2,710,184 | $ 4,807,998 | $ 5,801,631 |
Cost of goods sold | 1,138,504 | 1,453,976 | 2,914,982 | 3,235,803 |
Research and development | 77,200 | 3,168 | 134,750 | |
Sales and marketing | 330,618 | 407,408 | 688,653 | 975,189 |
General and administrative | 219,427 | 307,763 | 623,063 | 657,201 |
Income from operations | 200,923 | 463,837 | 578,132 | 798,688 |
Other income (loss): | ||||
Transaction costs related to sale of discontinued operations | (485,952) | (56,098) | (1,015,642) | (143,766) |
Gain on sale of discontinued operations | 12,742,385 | 12,742,385 | ||
Net gain on sale | 12,256,433 | (56,098) | 11,726,743 | (143,766) |
Income from discontinued operations | $ 12,457,356 | $ 407,739 | $ 12,304,875 | $ 654,922 |
Summarizes Discontinued Opera_2
Summarizes Discontinued Operations of Consolidated Balance Sheet (Details) - USD ($) | Jun. 30, 2024 | May 31, 2024 | Dec. 31, 2023 |
Discontinued Operations and Disposal Groups [Abstract] | |||
Accounts receivable, net | $ 1,912,252 | $ 2,265,072 | |
Inventories, net | 2,628,194 | 2,579,469 | |
Prepaid expenses and other current assets | $ 225,000 | 215,753 | 11,214 |
Total current assets of discontinued operations | 4,756,199 | 4,855,755 | |
Accounts payable | 900,424 | 591,626 | |
Accrued expenses | 123,160 | 205,808 | |
Total current liabilities of discontinued operations | 1,023,584 | 797,434 | |
Net assets of discontinued operations | $ 3,732,615 | $ 4,058,321 |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
May 31, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Base purchase price | $ 17,200,000 | $ 17,200,000 | $ 17,200,000 | |||
Carrying amount of net assets sold | 3,732,615 | 3,732,615 | 3,732,615 | |||
Transaction costs related to sale | 485,952 | $ 56,098 | 1,015,642 | $ 143,766 | ||
Net gain on sale | 12,256,433 | $ (56,098) | 11,726,743 | $ (143,766) | ||
Net cash proceeds | 16,250,000 | |||||
Transaction costs | 725,000 | 725,000 | ||||
Escrow deposit | 225,000 | 225,000 | ||||
Prepaid and other assets current | $ 215,753 | $ 225,000 | 225,000 | $ 11,214 | ||
Purchase Agreement [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Transaction costs related to sale | $ 1,740,642 |
Schedule of Inventories (Detail
Schedule of Inventories (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 34,400 | $ 35,404 |
Finished products | 43,397 | 62,240 |
Inventories, net | $ 77,797 | $ 97,644 |
Operating Leases (Details Narra
Operating Leases (Details Narrative) | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Operating Leases | |
Operating lease payments | $ 3,000 |
Schedule of Warrant Derivativ_2
Schedule of Warrant Derivative Liability (Details) | Jun. 30, 2024 USD ($) $ / shares | Dec. 31, 2023 USD ($) $ / shares |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Total fair value | $ | $ 631,254 | $ 2,453,100 |
Series A Warrants [Member] | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Total fair value | $ | $ 631,254 | $ 2,453,100 |
Series A Warrants [Member] | Measurement Input, Share Price [Member] | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Common stock market price | $ / shares | $ 10.01 | $ 5.34 |
Series A Warrants [Member] | Measurement Input, Exercise Price [Member] | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | ||
Exercise price | $ / shares | $ 7.57 | $ 7.57 |
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) | 2 years 8 months 23 days | 3 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 | 191.60 | 97.60 |
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 | 4.69 | 4.10 |
Warrant Derivative Liability (D
Warrant Derivative Liability (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jul. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Feb. 28, 2022 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||||||
Fair value of warrants redeemed for cash settlement | $ 5,632,429 | $ (5,632,429) | |||||||
Value of the placement agent warrants | $ 319,625 | 319,625 | |||||||
Fair value of the warrant liability | $ 631,254 | $ 631,254 | $ 631,254 | $ 2,453,100 | |||||
Subsequent Event [Member] | |||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||||||
Fair value of warrants redeemed for cash settlement | $ 7,325 | ||||||||
February 2022 Securities Offering [Member] | |||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||||||
Warrants issued, shares | 37,000 | ||||||||
Series A Warrants [Member] | Securities Purchase Agreement [Member] | |||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||||||
Number of warrants issued | 740,000 | ||||||||
Series B Warrants [Member] | Securities Purchase Agreement [Member] | |||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||||||
Number of warrants issued | 740,000 | ||||||||
Series B Warrant [Member] | |||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||||||
Common stock issued upon exercise of warrants | 7,649 | ||||||||
Number of warrants | 732,351 | ||||||||
Warrants expiration | Aug. 24, 2023 | ||||||||
Series A Warrant [Member] | |||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||||||
Number of warrants | 740,000 | ||||||||
Warrants exercised on cashless basic | 49,900 | ||||||||
Settlement and redemption of warrants | 621,300 | 621,300 | 621,300 | ||||||
Warrants not redeemed and outstanding | 68,800 | 68,800 | 68,800 | ||||||
Common Stock [Member] | |||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||||||||
Common stock issued upon exercise of warrants | 8,918 | 8,918 |
Redeemable Preferred Stock (C_2
Redeemable Preferred Stock (Classified as Temporary Equity, redeemed in full in February 2023) (Details Narrative) - USD ($) | 3 Months Ended | |
Nov. 29, 2022 | Mar. 31, 2023 | |
Class of Stock [Line Items] | ||
Preferred stock redemption amount | $ 5,250,000 | |
Proceeds from issuance of preferred stock | 4,750,000 | |
Proceeds from issuance of preferred stock 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) | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Shares, Ending Balance | 77,930 |
Warrant [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Shares, Beginning Balance | 786,701 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 8.96 |
Weighted Average Remaining Contractual Term (Years), Beginning Balance | 3 years 1 month 13 days |
Shares, Granted | |
Weighted Average Exercise Price, Granted | $ / shares | |
Shares, Forfeitures | |
Weighted Average Exercise Price, Forfeitures | $ / shares | |
Shares, Expirations | (571) |
Weighted Average Exercise Price, Expirations | $ / shares | |
Shares, Exercised | (708,200) |
Weighted Average Exercise Price, Exercised | $ / shares | |
Shares, Ending Balance | 77,930 |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 22.36 |
Weighted Average Remaining Contractual Term (Years), Ending Balance | 2 years 4 months 17 days |
Schedule of Exercise Price of W
Schedule of Exercise Price of Warrants Outstanding and Exercisable (Details) | Jun. 30, 2024 $ / shares shares |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrants Outstanding and Exercisable (Shares) | 77,930 |
Warrant One [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrants Outstanding and Exercisable (Shares) | 68,800 |
Exercise Prices | $ / shares | $ 7.57 |
Warrant Two [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Warrants Outstanding and Exercisable (Shares) | 9,130 |
Exercise Prices | $ / shares | $ 133.82 |
Schedule of Share-based Compens
Schedule of Share-based Compensation, Stock Options, Activity (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Equity [Abstract] | ||
Shares Outstanding, Beginning Balance | 20,577 | |
Weighted Average Exercise Price Outstanding, Beginning Balance | $ 77.72 | |
Weighted Average Remaining Contractual Term (Years) Outstanding, Ending Balance | 7 years 4 months 20 days | 7 years 7 months 6 days |
Shares, Granted | ||
Weighted Average Exercise Price, Granted | ||
Shares, Forfeitures | ||
Weighted Average Exercise Price, Forfeitures | ||
Shares, Expirations | ||
Weighted Average Exercise Price, Expirations | ||
Shares, Exercised | ||
Weighted Average Exercise Price, Exercised | ||
Shares Outstanding, Ending Balance | 20,577 | 20,577 |
Weighted Average Exercise Price Outstanding, Ending Balance | $ 77.72 | $ 77.72 |
Shares Exercisable, Ending Balance | 14,905 | |
Weighted Average Exercise Price Exercisable, Ending Balance | $ 104.93 | |
Weighted Average Remaining Contractual Term (Years) Exercisable, Ending Balance | 6 years 2 months 15 days |
Schedule of Exercise Price of O
Schedule of Exercise Price of Options Outstanding and Exercisable (Details) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding (Shares) | 20,577 | 20,577 |
Options Exercisable (Shares) | 14,905 | |
Exercise Price One [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options Outstanding (Shares) | 10,000 | |
Options Exercisable (Shares) | 5,000 | |
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) | 1,344 | |
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) | 672 | |
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) | 841 | |
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) | 1,002 | |
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) | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares, Non-vested shares, ending | 5,672 |
Restricted Common Stock [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares, Non-vested shares, beginning | 333 |
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 | (333) |
Fair value of shares, Vested | $ / shares | $ 80.50 |
Number of shares, Forfeited | |
Fair value of shares, Forfeited | $ / shares | |
Number of shares, Non-vested shares, ending | |
Fair value of shares, Non-vested shares, ending | $ / shares |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | |||
Common stock, par value | $ 0.001 | $ 0.001 | |||
Common stock, shares issued | 1,284,156 | 1,275,238 | |||
Common stock, shares outstanding | 1,284,156 | 1,275,238 | |||
Granted options purchase | |||||
Grand date fair value | $ 37,000 | ||||
Share-based compensation expense | $ 22,352 | $ 48,273 | |||
Unvested option | 5,672 | ||||
Amortized period | 1 year | ||||
Intrinsic value | $ 10.04 | ||||
Aggregate intrinsic value of options outstanding | $ 46,952 | ||||
Restricted Stock [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Share-based compensation expense | $ 4,340 | $ 10,716 | |||
Number of shares granted of restricted stock | 0 | 0 | |||
Director [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Granted options purchase | 1,344 | ||||
Grand date fair value | $ 8,454 | ||||
Volatility rate | 146% | ||||
Discount rate | 3.81% | ||||
Dividend yield | 0% | ||||
Expected life | 3 years | ||||
Exercise price | $ 7.78 | $ 7.78 | |||
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% | ||||
Discount rate | 3.80% | ||||
Dividend yield | 0% | ||||
Expected life | 6 years | ||||
Option vest period | 2 years | ||||
Share-based compensation expense | $ (92,412) | $ (92,412) | |||
Series A Warrant [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Warrants exercised on cashless basic | 49,900 | ||||
Common Stock [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Common stock issued upon exercise of warrants | 8,918 | 8,918 | |||
Warrant [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Warrant cash settled shares | 658,300 | ||||
Warrant cash settled | $ 5,959,379 | ||||
Exercise price | $ 10.10 | ||||
Intrinsic value of warrants outstanding | $ 174,064 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
May 31, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |||||
Base purchase price | $ 17,200,000 | $ 17,200,000 | $ 17,200,000 | ||
Gain on sale of discontinued operations | $ 12,742,385 | $ 12,742,385 | $ 12,742,385 |