Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Sep. 30, 2022 | Dec. 09, 2022 | Mar. 31, 2022 | |
Document Information [Line Items] | |||
Entity Central Index Key | 0001644903 | ||
Entity Registrant Name | cbdMD, Inc. | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --09-30 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Sep. 30, 2022 | ||
Document Transition Report | false | ||
Entity File Number | 001-38299 | ||
Entity Incorporation, State or Country Code | NC | ||
Entity Tax Identification Number | 47-3414576 | ||
Entity Address, Address Line One | 8845 Red Oak Blvd | ||
Entity Address, City or Town | Charlotte | ||
Entity Address, State or Province | NC | ||
Entity Address, Postal Zip Code | 28217 | ||
City Area Code | 704 | ||
Local Phone Number | 445-3060 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 42,426,087 | ||
Entity Common Stock, Shares Outstanding | 60,682,262 | ||
Auditor Name | Cherry Bekaert LLP | ||
Auditor Firm ID | 677 | ||
Auditor Location | Charlotte, North Carolina | ||
Series A Cumulative Convertible Preferred Stock [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | 8% Series A Cumulative Convertible Preferred Stock | ||
Trading Symbol | YCBDpA | ||
Security Exchange Name | NYSEAMER | ||
Common Stock [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | common | ||
Trading Symbol | YCBD | ||
Security Exchange Name | NYSEAMER |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 6,720,234 | $ 26,411,424 |
Accounts receivable | 1,447,831 | 1,113,372 |
Accounts receivable – discontinued operations | 1,375 | 10,967 |
Marketable securities, at cost | 0 | 33,351 |
Investment other securities | 1,000,000 | 1,000,000 |
Inventory | 4,255,914 | 5,021,867 |
Inventory prepaid | 511,459 | 551,519 |
Prepaid sponsorship | 1,372,845 | 1,212,682 |
Prepaid expenses and other current assets | 701,945 | 1,147,178 |
Total current assets | 16,011,603 | 36,502,360 |
Other assets: | ||
Property and equipment, net | 823,310 | 2,561,574 |
Operating lease assets | 4,477,841 | 5,614,960 |
Deposits for facilities | 244,606 | 529,583 |
Intangible assets | 17,834,549 | 23,003,929 |
Goodwill | 0 | 56,670,970 |
Investment in other securities, noncurrent | 1,400,000 | 0 |
Total other assets | 24,780,306 | 88,381,016 |
Total assets | 40,791,909 | 124,883,376 |
Current liabilities: | ||
Accounts payable | 2,036,558 | 2,978,914 |
Accrued expenses | 2,060,762 | 2,727,612 |
Operating leases – current portion | 1,178,683 | 1,151,150 |
Note payable | 9,609 | 59,470 |
Total current liabilities | 5,285,612 | 6,917,146 |
Long term liabilities: | ||
Long term liabilities | 125,491 | 108,985 |
Operating leases - long term portion | 3,680,375 | 4,859,058 |
Contingent liability | 276,000 | 9,856,000 |
Total long term liabilities | 4,081,866 | 14,824,043 |
Total liabilities | 9,367,478 | 21,741,189 |
Commitments and Contingencies (Note 11) | ||
cbdMD, Inc. shareholders' equity: | ||
Preferred stock, authorized 50,000,000 shares, $0.001 par value, 5,000,000 and 500,000 shares issued and outstanding, respectively | 5,000 | 5,000 |
Common stock, authorized 150,000,000 shares, $0.001 par value, $60,665,595 and 57,783,340 shares issued and outstanding, respectively | 60,666 | 57,783 |
Additional paid in capital | 178,782,328 | 176,417,269 |
Accumulated deficit | (147,423,563) | (73,337,865) |
Total cbdMD, Inc. shareholders' equity | 31,424,431 | 103,142,187 |
Total liabilities and shareholders' equity | $ 40,791,909 | $ 124,883,376 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2022 | Sep. 30, 2021 | Jul. 22, 2021 |
Preferred Stock, Shares Authorized (in shares) | 50,000,000 | 50,000,000 | |
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 | |
Preferred Stock, Shares Issued (in shares) | 5,000,000 | 5,000,000 | |
Preferred Stock, Shares Outstanding, Ending Balance (in shares) | 500,000 | 500,000 | |
Common Stock, Shares Authorized (in shares) | 150,000,000 | 150,000,000 | |
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 | |
Common Stock, Shares, Issued (in shares) | 60,665,595 | 57,783,340 | 300,000 |
Common Stock, Shares, Outstanding, Ending Balance (in shares) | 60,665,595 | 57,783,340 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Gross Sales | $ 37,122,215 | $ 47,332,085 |
Allowances | (1,718,991) | (2,851,322) |
Total Net Sales | 35,403,224 | 44,480,763 |
Cost of sales | 13,066,639 | 14,495,063 |
Gross Profit | 22,336,585 | 29,985,700 |
Operating expenses | 39,647,130 | 49,601,690 |
Impairment of goodwill and other intangible assets | 60,955,970 | 0 |
Loss from operations | (78,266,515) | (19,615,990) |
Realized and Unrealized gain (loss) on marketable and other securities, including impairments | (33,350) | 546,878 |
Gain on extinguishment of debt | 0 | 1,466,113 |
Gain on sale of assets | 88,769 | 0 |
Restructuring expense | (602,092) | 0 |
Decrease (increase) of contingent liability | 8,473,999 | (6,687,439) |
Other income | 239,250 | 29,479 |
Interest expense | 16,246 | (28,930) |
Loss before provision for income taxes | (70,083,693) | (24,289,889) |
Benefit for income taxes | 0 | 895,000 |
Net Loss | (70,083,693) | (23,394,889) |
Preferred dividends | 4,002,005 | 2,554,609 |
Net Loss available to cbdMD, Inc. common shareholders | $ (74,085,698) | $ (25,949,498) |
Net Loss per share: | ||
Basic earnings per share (in dollars per share) | $ (1.24) | $ (0.47) |
Diluted earnings per share (in dollars per share) | $ (1.24) | $ (0.47) |
Weighted average number of shares Basic: (in shares) | 59,750,301 | 54,938,128 |
Weighted average number of shares Diluted: (in shares) | 59,750,301 | 54,938,128 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Net Loss | $ (70,083,693) | $ (23,394,889) |
Comprehensive Loss | (70,083,693) | (23,394,889) |
Preferred dividends | (4,002,005) | (2,554,609) |
Comprehensive Loss available to cbdMD, inc. common shareholders | $ (74,085,698) | $ (25,949,498) |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | |||||||
Net Loss | $ (14,631,432) | $ (19,160,904) | $ (9,395,621) | $ (70,083,693) | $ (23,394,889) | ||
Adjustments to reconcile net (income) loss to net cash used by operating activities: | |||||||
Stock based compensation | 555,215 | 1,298,106 | |||||
Restricted stock expense | 373,610 | 1,626,613 | |||||
Marketing stock amortization | 907,774 | 871,390 | |||||
Issuance of stock / warrants for service | 0 | 97,720 | |||||
Inventory and materials impairment | 878,142 | 878,142 | 670,580 | ||||
Intangibles amortization | 884,380 | 0 | |||||
Depreciation | 948,962 | 1,017,408 | |||||
Impairment of goodwill and other intangible assets | 60,955,970 | 0 | |||||
Gain on sale of fixed assets | (322,017) | 0 | |||||
Increase/(Decrease) in contingent liability | (8,473,999) | 6,687,439 | |||||
Realized and unrealized loss (gain) of Marketable and other securities | 33,350 | (546,878) | |||||
Termination benefit | 0 | 196,896 | |||||
Extinguishment of Paycheck Protection Program Loan | 0 | (1,466,113) | |||||
Amortization of operating lease asset | 1,137,119 | 1,236,397 | |||||
Changes in operating assets and liabilities: | |||||||
Accounts receivable | 65,541 | (183,735) | |||||
Deposits | 284,977 | 261,125 | |||||
Inventory | (112,189) | (1,009,192) | |||||
Prepaid inventory | 40,060 | (263,341) | |||||
Prepaid expenses and other current assets | (289,586) | 525,670 | |||||
Accounts payable and accrued expenses | (1,812,547) | (104,422) | |||||
Operating lease liability | (1,151,152) | (1,159,097) | |||||
Deferred revenue / customer deposits | 203,341 | 3,723 | |||||
Collection on discontinued operations accounts receivable | 9,592 | 436,167 | |||||
Deferred tax liability | 0 | (895,000) | |||||
Cash used by operating activities | (14,967,150) | (14,093,433) | |||||
Cash flows from investing activities: | |||||||
Proceeds from sale of other investment securities | 0 | 540,000 | |||||
Purchase of other investment securities | 0 | (750,000) | |||||
Purchase of DirectCBDOnline.com | 0 | (2,000,000) | |||||
Purchase of property and equipment | (688,680) | (342,013) | |||||
Cash provided (used) by investing activities | (688,680) | (2,552,013) | |||||
Cash flows from financing activities: | |||||||
Proceeds from issuance of common stock | 0 | 0 | |||||
Proceeds from issuance of preferred stock | 0 | 30,938,386 | |||||
Note payable | (33,355) | (151,551) | |||||
Preferred dividend distribution | (4,002,005) | (2,554,609) | |||||
Deferred Issuance costs | 0 | 0 | |||||
Cash provided by financing activities | (4,035,360) | 28,232,226 | |||||
Net increase (decrease) in cash | (19,691,190) | 11,586,780 | |||||
Cash and cash equivalents, beginning of period | $ 26,411,424 | $ 14,824,644 | 26,411,424 | 14,824,644 | |||
Cash and cash equivalents, end of period | $ 6,720,234 | $ 26,411,424 | $ 6,720,234 | 26,411,424 | $ 14,824,644 | ||
Interest expense | 2,364 | 33,693 | |||||
Warrants to Purchase Common Stock [Member] | Representative of the Underwriters [Member] | |||||||
Non-cash financial/investing activities: | |||||||
Warrants issued to representative | 0 | 524,113 | |||||
Common Stock Earnout Shares [Member] | |||||||
Non-cash financial/investing activities: | |||||||
Issuance of Contingent earnout shares: | $ 1,086,000 | $ 4,620,000 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' (Deficit) Equity - USD ($) | Share-Based Payment Arrangement, Option [Member] Common Stock [Member] | Share-Based Payment Arrangement, Option [Member] Preferred Stock [Member] | Share-Based Payment Arrangement, Option [Member] Additional Paid-in Capital [Member] | Share-Based Payment Arrangement, Option [Member] Retained Earnings [Member] | Share-Based Payment Arrangement, Option [Member] | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance (in shares) at Sep. 30, 2020 | 52,130,870 | 500,000 | ||||||||
Balance at Sep. 30, 2020 | $ 52,131 | $ 500 | $ 126,517,784 | $ (47,388,367) | $ 79,182,048 | |||||
Issuance of stock (in shares) | 0 | 2,300,000 | ||||||||
Issuance of stock | $ 0 | $ 2,300 | 15,795,815 | 0 | 15,798,115 | |||||
Issuance of options for share based compensation | 0 | 0 | 219,875 | 0 | 219,875 | |||||
Issuance of restricted stock for share based compensation | 0 | 0 | 15,279 | 0 | 15,279 | |||||
Preferred dividend | 0 | 0 | 0 | (100,050) | (100,050) | |||||
Net Loss | 0 | 0 | 0 | (9,395,621) | (9,395,621) | |||||
Issuance of options for share based compensation, net | 0 | 0 | (219,875) | 0 | (219,875) | |||||
Issuance of stock costs | $ 0 | $ 0 | 0 | 0 | 0 | |||||
Balance (in shares) at Dec. 31, 2020 | 52,130,870 | 2,800,000 | ||||||||
Balance at Dec. 31, 2020 | $ 52,131 | $ 2,800 | 142,548,753 | (56,884,038) | 85,719,646 | |||||
Balance (in shares) at Sep. 30, 2020 | 52,130,870 | 500,000 | ||||||||
Balance at Sep. 30, 2020 | $ 52,131 | $ 500 | 126,517,784 | (47,388,367) | 79,182,048 | |||||
Net Loss | $ (23,394,889) | |||||||||
Issuance of options for share based compensation (in shares) | 147,953 | |||||||||
Balance (in shares) at Sep. 30, 2021 | 57,783,340 | 5,000,000 | ||||||||
Balance at Sep. 30, 2021 | $ 57,783 | $ 5,000 | 176,417,269 | (73,337,865) | $ 103,142,187 | |||||
Balance (in shares) at Dec. 31, 2020 | 52,130,870 | 2,800,000 | ||||||||
Balance at Dec. 31, 2020 | $ 52,131 | $ 2,800 | 142,548,753 | (56,884,038) | 85,719,646 | |||||
Issuance of stock (in shares) | 3,711,964 | 0 | ||||||||
Issuance of stock | $ 3,712 | $ 0 | 11,422,488 | 0 | 11,426,200 | |||||
Issuance of options for share based compensation | 148 | 0 | 627,500 | 0 | 627,648 | |||||
Issuance of restricted stock for share based compensation | 347 | 0 | 1,181,481 | 0 | 1,181,828 | |||||
Preferred dividend | 0 | 0 | 0 | (560,279) | (560,279) | |||||
Net Loss | 0 | 0 | 0 | (12,510,474) | (12,510,474) | |||||
Issuance of options for share based compensation, net | $ (148) | $ 0 | (627,500) | 0 | (627,648) | |||||
Issuance of options for share based compensation (in shares) | 147,953 | 0 | ||||||||
Issuance of restricted stock for share based compensation (in shares) | 347,000 | 0 | ||||||||
Balance (in shares) at Mar. 31, 2021 | 56,337,787 | 2,800,000 | ||||||||
Balance at Mar. 31, 2021 | $ 56,338 | $ 2,800 | 155,780,222 | (69,954,791) | 85,884,569 | |||||
Issuance of stock (in shares) | 608,528 | 0 | ||||||||
Issuance of stock | $ 609 | $ 0 | 1,471,991 | 0 | 1,472,600 | |||||
Issuance of options for share based compensation | 0 | 0 | 355,565 | 0 | 355,565 | |||||
Issuance of restricted stock for share based compensation | 28 | 0 | 590,264 | 0 | 590,292 | |||||
Preferred dividend | 0 | 0 | 0 | (560,281) | (560,281) | |||||
Net Loss | 0 | 0 | 0 | 1,537,288 | 1,537,288 | |||||
Issuance of options for share based compensation, net | $ 0 | $ 0 | (355,565) | 0 | (355,565) | |||||
Issuance of restricted stock for share based compensation (in shares) | 27,500 | 0 | ||||||||
Balance (in shares) at Jun. 30, 2021 | 56,973,815 | 2,800,000 | ||||||||
Balance at Jun. 30, 2021 | $ 56,975 | $ 2,800 | 158,198,042 | (68,977,784) | 89,280,033 | |||||
Issuance of options for share based compensation | 0 | 0 | 493,000 | 0 | 493,000 | |||||
Issuance of restricted stock for share based compensation | 0 | 0 | 479,899 | 0 | 479,899 | |||||
Preferred dividend | 0 | 0 | 0 | (1,333,999) | (1,333,999) | |||||
Net Loss | (3,026,082) | |||||||||
Issuance of options for share based compensation, net | $ 0 | $ 0 | (493,000) | 0 | (493,000) | |||||
Issuance of Common stock (in shares) | 809,525 | 0 | ||||||||
Issuance of Common stock | $ 809 | $ 0 | 919,491 | 0 | 0 | |||||
Issuance of Preferred Stock (in shares) | 0 | 2,200,000 | ||||||||
Issuance of Preferred Stock | $ 0 | $ 2,200 | 15,142,571 | 0 | 15,144,771 | |||||
Acquisition of DCO | $ 0 | $ 0 | 1,184,265 | 0 | 1,184,265 | |||||
Balance (in shares) at Sep. 30, 2021 | 57,783,340 | 5,000,000 | ||||||||
Balance at Sep. 30, 2021 | $ 57,783 | $ 5,000 | 176,417,269 | (73,337,865) | 103,142,187 | |||||
Issuance of stock (in shares) | 494,630 | 0 | ||||||||
Issuance of stock | $ 495 | $ 0 | 404,505 | 0 | 405,000 | |||||
Issuance of options for share based compensation | $ 0 | $ 0 | $ 505,466 | $ 0 | $ 505,466 | |||||
Issuance of restricted stock for share based compensation | 0 | 0 | 508,754 | 0 | 508,754 | |||||
Preferred dividend | 0 | 0 | 0 | (1,000,502) | (1,000,502) | |||||
Net Loss | $ 0 | $ 0 | 0 | (19,160,904) | (19,160,904) | |||||
Issuance of options for share based compensation, net | 0 | 0 | (505,466) | 0 | (505,466) | |||||
Balance (in shares) at Dec. 31, 2021 | 58,277,970 | 5,000,000 | ||||||||
Balance at Dec. 31, 2021 | $ 58,278 | $ 5,000 | 177,835,993 | (93,499,271) | 84,400,000 | |||||
Balance (in shares) at Sep. 30, 2021 | 57,783,340 | 5,000,000 | ||||||||
Balance at Sep. 30, 2021 | $ 57,783 | $ 5,000 | 176,417,269 | (73,337,865) | 103,142,187 | |||||
Net Loss | $ (70,083,693) | |||||||||
Issuance of options for share based compensation (in shares) | 0 | |||||||||
Balance (in shares) at Sep. 30, 2022 | 60,665,595 | 5,000,000 | ||||||||
Balance at Sep. 30, 2022 | $ 60,666 | $ 5,000 | 178,782,328 | (147,423,563) | $ 31,424,431 | |||||
Balance (in shares) at Dec. 31, 2021 | 58,277,970 | 5,000,000 | ||||||||
Balance at Dec. 31, 2021 | $ 58,278 | $ 5,000 | 177,835,993 | (93,499,271) | 84,400,000 | |||||
Issuance of stock (in shares) | 1,074,240 | 0 | ||||||||
Issuance of stock | $ 1,074 | $ 0 | 659,926 | 0 | 661,000 | |||||
Issuance of options for share based compensation | 0 | 0 | 291,630 | 0 | 291,630 | |||||
Issuance of restricted stock for share based compensation | 0 | 0 | 328,514 | 0 | 328,514 | |||||
Preferred dividend | 0 | 0 | 0 | (1,000,500) | (1,000,500) | |||||
Net Loss | $ 0 | $ 0 | 0 | (4,657,215) | (4,657,215) | |||||
Issuance of options for share based compensation, net | $ 0 | $ 0 | $ (291,630) | $ 0 | $ (291,630) | |||||
Balance (in shares) at Mar. 31, 2022 | 59,352,210 | 5,000,000 | ||||||||
Balance at Mar. 31, 2022 | $ 59,352 | $ 5,000 | 179,116,063 | (99,156,986) | 80,023,429 | |||||
Issuance of stock (in shares) | 593,880 | 0 | ||||||||
Issuance of stock | $ 594 | $ 0 | 177,406 | 0 | 178,000 | |||||
Issuance of options for share based compensation | 0 | 0 | (373,168) | 0 | (373,168) | |||||
Issuance of restricted stock for share based compensation | 0 | 0 | (593,617) | 0 | (593,617) | |||||
Preferred dividend | 0 | 0 | 0 | (1,000,501) | (1,000,501) | |||||
Net Loss | 0 | 0 | 0 | (31,634,143) | (31,634,143) | |||||
Issuance of options for share based compensation, net | $ 0 | $ 0 | 373,168 | 0 | 373,168 | |||||
Balance (in shares) at Jun. 30, 2022 | 59,946,090 | 5,000,000 | ||||||||
Balance at Jun. 30, 2022 | $ 59,946 | $ 5,000 | 178,326,684 | (131,791,630) | 46,600,000 | |||||
Issuance of stock (in shares) | 719,505 | 0 | ||||||||
Issuance of stock | $ 720 | $ 0 | 197,281 | 0 | 198,000 | |||||
Issuance of options for share based compensation | 0 | 0 | 128,404 | 0 | 128,404 | |||||
Issuance of restricted stock for share based compensation | 0 | 0 | 129,959 | 0 | 129,960 | |||||
Preferred dividend | 0 | 0 | 0 | (1,000,501) | (1,000,501) | |||||
Net Loss | 0 | 0 | 0 | (14,631,432) | (14,631,432) | |||||
Issuance of options for share based compensation, net | $ 0 | $ 0 | (128,404) | 0 | (128,404) | |||||
Balance (in shares) at Sep. 30, 2022 | 60,665,595 | 5,000,000 | ||||||||
Balance at Sep. 30, 2022 | $ 60,666 | $ 5,000 | $ 178,782,328 | $ (147,423,563) | $ 31,424,431 |
Note 1 - Organization and Summa
Note 1 - Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Nature of Business cbdMD, Inc. ("cbdMD", "we", "us", “our”, or the “Company”) is a North Carolina corporation formed on March 17, 2015 November 2016 May 1, 2019 September 30. On December 20, 2018 ( two April 2019, five 2,187,500 September 30, 2022, five September 30,2022. The Company owns and operates the nationally recognized CBD (cannabidiol) brands cbdMD, Paw CBD and cbdMD Botanicals. The Company sources cannabinoids, including CBD, which are extracted from non-GMO hemp grown on farms in the United States. CBD and other hemp-derived cannabinoids are natural substances produced from the hemp plant. The products manufactured by and for the Company comply with the 2018 0.3% 2018 not In the third 2019 October 22, 2019, March 15, 2021 The consolidated financial statements of cbdMD have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and the rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s Annual Report filed with the SEC on Form 10 September 30, 2022 2022 10 December 15, 2022. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries CBDI, Paw CBD and Therapeutics. All material intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The Company's consolidated financial statements have been prepared in accordance with US GAAP and requires management to make estimates and assumptions that affect amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and reported amounts of revenues and expenses during the periods presented. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Significant estimates made in the accompanying consolidated financial statements include, but are not On March 11, 2020, 19 19 Cash and Cash Equivalents For financial statements purposes, the Company considers all highly liquid investments with a maturity of less than three Accounts Receivable and Accounts Receivable Other Accounts receivables are stated at cost less an allowance for doubtful accounts, if applicable. Credit is extended to customers after an evaluation of the customer’s financial condition, and generally collateral is not September 30, 2022 September 30, 2021, Merchant Receivable The Company primarily sells its products through the internet and has an arrangement to process customer payments with multiple third 2 5 September 30, 2022, Inventory Inventory is stated at the lower of cost or net realizable value with cost being determined on a weighted average basis. The cost of inventory includes product cost, freight-in, and production fill and labor (portions of which we outsource to third Customer Deposits Customer deposits consist of payments received in advance of revenue recognition. Revenue is recognized as revenue recognition criteria are met. Property and Equipment Property and equipment items are stated at cost less accumulated depreciation. Expenditures for routine maintenance and repairs are charged to operations as incurred. Depreciation is charged to expense over the estimated useful lives of the assets using the straight-line method. Generally, the useful lives are five three may not Fair Value Accounting The Company utilizes accounting standards for fair value, which include the definition of fair value, the framework for measuring fair value, and disclosures about fair value measurements. Fair value is a market-based measurement, not 1 2 3 Level 1 2 1 2 may 3 When the Company records an investment in marketable securities the carrying value is recorded at fair value. Any changes in fair value for marketable securities during a given period will be recorded as an unrealized gain or loss in the consolidated statement of operations. For investment other securities without a readily determinable fair value, the Company may Goodwill Goodwill represents the excess of cost of an acquired business over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed in a business combination. Identifiable intangible assets acquired in business combinations are recorded based on their fair values at the date of acquisition. Goodwill is not not In performing a goodwill test, the Company performs a qualitative evaluation and if necessary, a quantitative evaluation. Factors considered in the qualitative test include specific operating results as well as new events and circumstances impacting the operations or cash flows of the business acquired. For the quantitative test, the Company assesses goodwill for impairment by comparing the carrying value of the business to the respective fair value. The Company determines the fair value of its acquired business using a combination of income-based and market-based approaches and incorporates assumptions it believes market participants would utilize. The income-based approach utilizes discounted cash flows while the market-based approach utilizes market capitalization comparisons. These approaches are dependent upon internally developed forecasts that are based upon annual budgets and longer-range strategic plans. The Company uses discount rates that are commensurate with the risks and uncertainty inherent in the respective acquired business and in the internally developed forecasts. The Company has analyzed a variety of factors on its business to determine if a circumstance could trigger an impairment loss. See Note 5 Intangible Assets The Company's intangible assets consist of trademarks and other intellectual property, all of which were previously accounted for in accordance with Accounting Standards Codification (ASC) Topic 350, Intangibles Goodwill and Other not August 1 350 30 35 18. not not 5 December 31, 2021 360, 20 January 1, 2022 360, may not may not two 360, 360, Contingent Liability A significant component of the purchase price consideration for the Company’s acquisition of Cure Based Development includes a fixed number of future shares to be issued as well as a variable number of future shares to be issued based upon the post-acquisition entity reaching certain specified future revenue targets, as further described in Note 6. Paycheck Protection Program Loan On April 27, 2020, May 17, 2021 Revenue Recognition Under ASC 606, Revenue from Contracts with Customers, five 606: Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. The Company meets that obligation when it has shipped products which have been ordered by the customer. The Company has reviewed its various revenue streams for its other contracts under the five Allocation of Transaction Price In the Company’s current business model, it does not Revenue Recognition The Company records revenue from the sale of its products when risk of loss and title to the product are transferred to the customer, which is upon shipping (and is typically FOB shipping) which is when our performance obligation is met. Net sales are comprised of gross revenues less product returns, trade discounts and customer allowances, which include costs associated with off-invoice mark-downs and other price reductions, as well as trade promotions. These incentive costs are recognized at the later of the date on which the Company recognizes the related revenue or the date on which the Company offers the incentive. The Company currently offers a 60 Disaggregated Revenue The Company’s product revenue is generated primarily through two A description of the Company’s principal revenue generating activities are as follows: - E-commerce sales - consumer products sold through the Company’s online and telephonic channels. Revenue is recognized when control of the merchandise is transferred to the customer, which generally occurs upon shipment. Payment is typically due prior to the date of shipment; and - Wholesale sales - products sold to the Company’s wholesale customers for subsequent resale. Revenue is recognized when control of the goods is transferred to the customer, in accordance with the terms of the applicable agreement. Payment terms vary and can typically be 30 The following table represents a disaggregation of revenue by sales channel: Fiscal 2022 % of total Fiscal 2021 % of total E-commerce sales $ 26,435,203 74.7 % $ 32,907,956 74.0 % Wholesale sales 8,968,021 25.3 % 11,572,807 26.0 % Total Net Sales $ 35,403,224 $ 44,480,763 Contract assets represent unbilled receivables and are presented within accounts receivable, net on the consolidated balance sheets. Contract liabilities represent unearned revenues and are presented as deferred revenue or customer deposits on the consolidated balance sheets. The Company has no September 30, 2022 Cost of Sales The Company’s cost of sales includes costs associated with distribution, fill and labor expense, components, manufacturing overhead, third Advertising Costs The Company expenses all costs of advertising and related marketing and promotional costs as incurred. The Company incurred $14,332,235 and $15,835,139 in advertising and marketing and promotional costs included in operating expenses during the years ended September 30, 2022 2021 Income Taxes The Company is a North Carolina corporation that is treated as a corporation for federal and state income tax purposes. As of October 1, 2019, March 15, 2021, The Company accounts for income taxes pursuant to the provisions of the Accounting for Income Taxes 740 not not US GAAP requires management to evaluate tax positions taken by the Company and recognize a tax liability (or asset) if the Company has taken an uncertain tax position that more likely than not not September 30, 2022 2021 no Concentrations Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents, accounts receivable, and securities. The Company places its cash and cash equivalents on deposit with financial institutions in the United States. The Federal Deposit Insurance Corporation (“FDIC”) covers $250,000 for substantially all depository accounts. The Company from time to time may September 30, 2022 September 30, 2021 Concentration of credit risk with respect to receivables is principally limited to trade receivables with corporate customers that meet specific credit policies. Management considers these customer receivables to represent normal business risk. The Company did not September 30, 2022 Stock-Based Compensation The Company accounts for its stock compensation under the ASC 718 10 30, Compensation - Stock Compensation may The Company uses the Black-Scholes model for measuring the fair value of options and warrants. The stock based fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods. The Company recognizes forfeitures when they occur. Liquidity and Going Concern Considerations The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company experienced a loss of $74,086,731 for the fiscal year ended September 30, 2022. one While the Company is taking strong action, believes in the viability of its strategy and path to profitability, and in its ability to raise additional funds, there can be no may not twelve twelve not may not Restructuring The Company recorded a one September 30, 2022. Earnings (Loss) Per Share The Company uses ASC 260 10, Earnings Per Share Recently Adopted Accounting Standards In December 2019, 2019 12, 740 740 not not 2019 12 December 15, 2020, no |
Note 2 - Marketable Securities
Note 2 - Marketable Securities and Investment Other Securities | 12 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block] | NOTE 2 MARKETABLE SECURITIES AND INVESTMENT OTHER SECURITIES The Company has, from time to time, entered into contracts where a portion of the consideration provided by the customer in exchange for the Company's services was common stock, options or warrants (an equity position). In these situations, upon invoicing the customer for the stock or other instruments, the Company recorded the receivable as accounts receivable other, and used the value of the stock or other instrument upon invoicing to determine the value. If there is insufficient data to support the valuation of the security directly, the Company will value it, and the underlying revenue, on the estimated fair value of the services provided. In determining fair value of marketable securities and investment other securities, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and consider counterparty credit risk in our assessment of fair value. The Company determines the fair value of marketable securities and investment other securities based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one ● Level 1 ● Level 2 1 ● Level 3 not Where an accounts receivable other is settled with the receipt of the common stock or other instrument, the common stock or other instrument was classified as an asset on the consolidated balance sheet as either an investment marketable security (when the customer is a public entity) or as an investment other security (when the customer is a privately held entity). For the year ended September 30, 2022 September 30, 2021 2021 zero 19 In September 2020, January 13, 2021, second February 9, 2021, March 24, 2021, June 22, 2022, June 23, 2022, no not not February Adara’s focus of targets to pursue for the business combination are expected to be in the consumer products industry including business in the health and wellness, ecommerce, discretionary spending, information technology sectors and related channels of distribution. On April 7, 2022, The table below summarizes the assets valued at fair value as of September 30, 2022 In Active Markets for Significant Other Identical Assets Observable Total Fair Value and Liabilities Inputs at September 30, (Level 1) (Level 2) 2022 Balance at September 30, 2020 $ 26,472 $ - $ 26,472 Change in value of equities 6,879 - 6,879 Additional Investment - - - Balance at September 30, 2021 33,351 - 33,351 Change in value of equities (33,351 ) (33,351 ) Additional Investment - - Balance at September 30, 2022 $ - $ - $ - |
Note 3 - Inventory
Note 3 - Inventory | 12 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Inventory Disclosure [Text Block] | NOTE 3 INVENTORY Inventory at September 30, 2022 2021 Septmeber 30 September 30, 2022 2021 Finished Goods $ 3,198,488 $ 3,362,897 Inventory Components 1,213,724 1,729,176 Inventory Reserve (156,298 ) (70,206 ) Inventory prepaid 511,459 551,519 Total Inventory $ 4,767,373 $ 5,573,386 Abnormal amounts of idle facility expense, freight, handling costs, scrap, and wasted material (spoilage) are expensed in the period they are incurred and no September 30, 2022 first September 30, 2022 |
Note 4 - Property and Equipment
Note 4 - Property and Equipment | 12 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 4 PROPERTY AND EQUIPMENT Major classes of property and equipment at September 30, 2022 2021 September 30, September 30, 2022 2021 Computers, furniture and equipment $ 1,095,228 $ 549,910 Manufacturing equipment 284,275 2,968,838 Leasehold improvements 487,081 870,621 Automobiles 11,087 35,979 1,877,671 4,425,348 Less accumulated depreciation (1,054,361 ) (1,863,774 ) Property and equipment, net $ 823,310 $ 2,561,574 Depreciation expense related to property and equipment was $948,962 and $1,017,408 for the year ended September 30, 2022 2021 third |
Note 5 - Goodwill and Intangibl
Note 5 - Goodwill and Intangible Assets | 12 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Intangible Assets Disclosure [Text Block] | NOTE 5 GOODWILL AND INTANGIBLE ASSETS Goodwill The Company had goodwill at September 30, 2021 0 350 20 35 3C. three December 31, 2021, 0 350 20 35 3C, December 31, 2021. June 30, 2022 June 30, 2022. September 30, 2022 0 September 30, 2022, Intangible Assets On December 20, 2018, not In September 2019, not In July 2021, As of December 31, 2021, 350 30 35 17, December 31, 2021, 350 January 2022. September 30, 2022 At September 30, 2022, 360 no Intangible assets as of September 30, 2022 2021 September 30, September 30, 2022 2021 Trademark related to cbdMD $ 21,585,000 $ 21,585,000 Trademark for HempMD 50,000 50,000 Technology Relief from Royalty related to DirectCBDOnline.com 667,844 667,844 Tradename related to DirectCBDOnline.com 749,567 749,567 Impairment of definite lived intanigble assets: (4,285,000 ) - Amortization of definite lived intangible assets: (932,862 ) (48,482 ) Total $ 17,834,549 $ 23,003,929 Future amortization of intangible assets as of September 30, 2022 For the year ended September 30, 2023 1,109,418 2024 1,109,418 2025 1,074,634 2026 942,457 2027 942,457 Thereafter 12,656,165 Total future intangibles amortization $ 17,834,549 Goodwill as of September 30, 2022 2021 Goodwill at September 30, 2021 $ 56,670,970 Impairment of goodwill (56,670,970 ) Goodwill at September 30, 2022 $ - |
Note 6 - Contingent Liability
Note 6 - Contingent Liability | 12 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | NOTE 6 CONTINGENT LIABILITY As consideration for the Mergers, described in Note 1, two five The contractual obligations and earn out provision are accounted for as a contingent liability and fair value is determined using Level 3 may The initial two second The Merger Agreement provides that an additional 15,250,000 Earnout Shares would be issued as part of the consideration for the Mergers, upon the satisfaction of certain aggregate net revenue criteria by cbdMD within 60 months following the Closing Date as follows, as measured at four 12, 24, 42, 59 Aggregate Net Revenues Shares Issued/ Each $ of Aggregate Net Revenue Ratio $1 - $20,000,000 .190625 $20,000,001 - $60,000,000 .0953125 $60,000,001 - $140,000,000 .04765625 $140,000,001 - $300,000,000 .23828125 For clarification purposes, the Aggregate Net Revenues during a Marking Period shall be multiplied by the applicable Shares Issued/Each $ of Aggregate Net Revenue Ratio, minus, the number of shares issued as a result of Aggregate Net Revenues during the prior marking periods. The issuance of the initial 15,250,000 shares and the 15,250,000 Earnout Shares were approved by the Company’s shareholders in April 2019. April 19, 2019 third third September 30, 2021 December 2021. fourth third December 31, 2021 March 2022. fifth third March 31, 2022 May 2022. sixth third June 30, 2022 August 2022. September 30, 2022, The third 18 January 1, 2021 June 30, 2022 ( March 31, 2021 No. 1 No. 1” third third six third March 31, 2021, no no No. 1 No. 1 not fourth not September 30, 2022 September 30, 2021 As part of the Twenty Two acquisition in July 2021, one September 30, 2021, December 31, 2021, March 30, 2022 June 30, 2022, September 2022 no In November 2021 twelve December 31, 2022, December 31, 2021 December 31, 2022 zero December 31, 2021. three March 31, 2022, In April 2022, December 2022 not December 2022 September 30, 2022. |
Note 7 - Related Party Transact
Note 7 - Related Party Transactions | 12 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | NOTE 7 RELATED PARTY TRANSACTIONS The Company, as noted in Note 2, 6, |
Note 8 - Shareholders' Equity
Note 8 - Shareholders' Equity | 12 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 8 SHAREHOLDERS EQUITY Preferred Stock – The Company is authorized to issue 50,000,000 shares of preferred stock, par value $0.001 per share. In October 2019, 8.0% 8.0% 480 Distinguishing Liabilities from Equity September 30, 2022 September 30, 2021 The total amount of dividends declared and recorded were $4,002,005 and $2,554,609 for the years ended September 30, 2022 2021 Common Stock – The Company is authorized to issue 150,000,000 shares of common stock, par value $0.001 per share. There were 60,665,595 and 57,783,340 shares of common stock issued and outstanding at September 30, 2022 2021 Preferred stock transactions: The Company has no September 30, 2022 In the year ended September 30, 2021 On July 1, 2021, June 30, 2026. Common stock transactions: In the year ended September 30, 2022 In August 2022, In August 2022, In August 2022, 409,505 6. In May 2022, 6. In March 2022 6. In January 2022, six In January 2022, 11. On December 28, 2021, 6. In October 2021, January 1, 2022. In the year ended September 30, 2021 On August 16, 2021 6. In fiscal year ending September 30, 2022 January 2020 On July 22, 2021, On June 8, 2021, On May 14, 2021, 6. On April 9, 2021, In March 2021, July December 2021. In March 2021, one fourth June 30, 2021, one September 30, 2021, one fourth December 31, 2021, one fourth March 31, 2022. In March 2021, 6. In February 2021, In October 2020 one first 9. Stock option transactions: In the year ended September 30, 2022 In August 2022, five In June 2022, In May 2022, 1, 2, 3 five In April 2022, 6 March 2023. five In April 2022, December 2022. September 30, 2022 In March 2022, five 12 In January 2022, 9 three June 30, 2022 In October 2021, October 1, 2022. three twelve September 30, 2022. In the year ended September 30, 2021 In June 2021, 12 In April 2021, three first January 1, 2022, second January 1, 2023 third January 1, 2024, 2021 September 30, 2022 In March 2021, five 12 In January 2021, three three first April 15, 2021, second April 15, 2022 third April 14, 2023 September 30, 2022 In October 2020, three first October 1, 2021, second October 1, 2022 third October 1, 2023, $3.50, 5 September 30, 2022 The expected volatility rate was estimated based on comparison to the volatility of a blend of the Company's own stock and a peer group of companies in similar industries. The expected term used was the full term of the contract for the issuances. The risk-free interest rate for periods within the contractual life of the option is based on U.S. Treasury securities. The pre-vesting forfeiture rate of zero 718, may may The following table summarizes the inputs used for the Black-Scholes pricing model on the options issued in the years ended September 30, 2022 2021 Warrant transactions: The Company has no twelve September 30, 2022. In the year ended September 30, 2021 In July 2021 December 8, 2025. 2022 2021 Weighted average exercise price $ 0.99 $ 3.91 Risk free interest rate 2.56% - 2.97% 0.16% - 0.85% Volatility 101.23% - 103.98% 100.72% Expected term (in years) 2.5 - 5.5 2.5 - 5.5 Divident yield None None In December 2020 December 8, 2025. The following table summarizes the inputs used for the Black-Scholes pricing model on the warrants issued in the year ended September 30, 2022 2021 2022 2021 Weighted average exercise price $ - $3.74 Risk free interest rate 0.00 % 0.39% - 0.89% Volatility 0.00 % 103.42 % Expected term (in years) - 2.75 Divident yield - None |
Note 9 - Stock-Based Compensati
Note 9 - Stock-Based Compensation | 12 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Share-Based Payment Arrangement [Text Block] | NOTE 9 Equity Compensation Plan – On June 2, 2015, 2015 “2015 2015 2015 first 2015 2016, one September no April 19, 2019, 2015 2015 August 7, 2019 2015 first October 2015 On January 8, 2021, 2021 “2021 March 12, 2021. 2021 2021 2021 2021 October 1 2021 2022, September 30 The Company accounts for stock-based compensation using the provisions of ASC 718. 718 Eligible recipients include employees, officers, directors and consultants who are deemed to have rendered or to be able to render significant services to the Company or its subsidiaries and who are deemed to have contributed or to have the potential to contribute to the success of the Company. Options granted generally have a five ten one three Stock Options: The Company currently has awards outstanding with service conditions and graded-vesting features. We recognize compensation cost on a straight-line basis over the requisite service period. The fair value of each time-based award is estimated on the date of grant using the Black-Scholes option valuation model. Our weighted-average assumptions used in the Black-Scholes valuation model for equity awards with time-based vesting provisions granted during the year. The following table summarizes stock option activity under both plans for the fiscal years ended September 30, 2022 2021 Weighted-average remaining Aggregate Weighted-average contractual term intrinsic value Number of shares exercise price (in years) (in thousands) Outstanding at September 30, 2020 1,750,000 $ 4.68 $ - Granted 1,380,000 3.91 - Exercised (147,953 ) 2.60 Forfeited (279,547 ) 4.47 Outstanding at September 30, 2021 2,702,500 4.42 5.13 - Granted 1,060,000 0.97 - Exercised - - Forfeited (1,260,000 ) 3.63 Outstanding at September 30, 2022 2,502,500 3.36 4.55 - Exercisable at September 30, 2022 1,549,167 $ 4.13 4.69 $ - As of September 30, 2022 Restricted Stock Award transactions: In the twelve September 30, 2022: In August 2022, In August 2022, In June 2022, one July 1, 2022 January 1, 2023. In May 2022 In May 2022 In March 2022, one fourth June 30, 2022, one September 30, 2022, one fourth December 31, 2022, one fourth March 31, 2023. In January 2022, six In January 2022, 11. In November 2021, December 2022, 6. January 2022. In October 2021 In October 2021 four In the twelve September 30, 2021: In June 2021, In April 2021, In April 2021, three first January 1, 2022, second January 1, 2023 third January 1, 2024. In March 2021, four first June 30, 2021, second September 30, 2021, third December 31, 2021, fourth March 31, 2022. In March 2021, July December 2021. In January 2021, 15 April 6, 2021. In October 2020, three first October 1, 2021, second October 1, 2022 third October 1, 2023 The Company recognized $373,610 and $1,626,613 of restricted stock compensation expense for the years ended September 30, 2022 2021 |
Note 10 - Warrants
Note 10 - Warrants | 12 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Warrants Disclosure [Text Block] | NOTE 10 WARRANTS Transactions involving the Company equity-classified warrants for the fiscal years ended September 30, 2022 2021 Weighted-average remaining Aggregate Weighted-average contractual term intrinsic value Number of shares exercise price (in years) (in thousands) Outstanding at September 30, 2020 914,184 $ 3.88 3.23 $ - Granted 293,984 3.75 - Exercised (323,444 ) 1.25 Forfeited (224,307 ) 5.39 Outstanding at September 30, 2021 660,417 4.60 3.05 - Granted - - - Exercised - - Forfeited (70,500 ) 4.00 Outstanding at September 30, 2022 589,917 4.68 2.30 - Exercisable at September 30, 2022 589,917 $ 4.68 - $ - The following table summarizes outstanding common stock purchase warrants as of September 30, 2022 Weighted-average Number of shares exercise price Expiration Exercisable at $7.50 per share 100,000 7.50 October 2022 Exercisable at $4.375 per share 51,429 4.375 September 2023 Exercisable at $7.50 per share 60,000 7.50 May 2024 Exercisable at $3.9125 per share 47,822 3.9125 October 2024 Exercisable at $1.25 per share 36,682 1.25 January 2025 Exercisable at $3.74 per share 150,502 3.74 December 2025 Exercisable at $3.75 per share 143,482 3.75 June 2026 589,917 $ 4.68 |
Note 11 - Commitments and Conti
Note 11 - Commitments and Contingencies | 12 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 11 COMMITMENTS AND CONTINGENCIES In May 2019, December 31, 2022 December 2019 - December 2020 - December 2021 - December 2022 - 19 March 2020 June 2020. July 1, 2020, July 2020 December 2022 – three two July 2020, July 2021 December 2021, July 2022 December 2022. July 2020 December 2020 - January 2021 June 2021 - July 2021 December 2021 - January 2022 June 2022 - July 2022 December 2022 - March 2021, July 2021 December 2021. January 2022, December 2024. 2022 2024, September 30, 2022 2021, November 4, 2022, November 2022. No one In April 2022, February 2022, February 2025 As previously disclosed, during June 2022, June 2022 not |
Note 12 - Note Payable
Note 12 - Note Payable | 12 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | NOTE 12 NOTE PAYABLE In July 2019, April 2022, September 30, 2022. January 2020, September 30, 2022. |
Note 13 - Paycheck Protection P
Note 13 - Paycheck Protection Program Loan | 12 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Short-Term Debt [Text Block] | NOTE 13 PAYCHECK PROTECTION PROGRAM LOAN In April 2020, 1106 April 27, 2020, May 2021, |
Note 14 - Leases
Note 14 - Leases | 12 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Lessee, Operating Leases [Text Block] | NOTE 14 LEASES The Company has lease agreements for its corporate, warehouse and laboratory offices with lease periods expiring between 2024 2026. 842 not Right-of-use lease assets and corresponding lease liabilities are recognized at commencement date based on the present value of lease payments over the expected lease term. Since the interest rate implicit in our lease arrangements is not may In addition to the monthly base amounts in the lease agreements, the Company is required to pay real estate taxes, insurance and common area maintenance expenses during the lease terms. Lease costs on operating leases are recognized on a straight-line basis over the lease term and included as a selling, general and administrative expense in the consolidated statements of operations. Components of operating lease costs are summarized as follows: Year Ended September 30, 2022 Total Operating Lease Costs $ 1,391,856 Supplemental cash flow information related to operating leases is summarized as follows: Year Ended September 30, 2022 Cash paid for amounts included in the measnurement of operating lease liabilities $ 1,405,887 As of September 30, 2022 September 30, 2022 For the year ended September 30, 2023 1,380,204 2024 1,421,610 2025 1,159,949 Thereafter 1,372,862 Total future lease payments 5,334,625 Less interest (475,567 ) Total lease liabilities $ 4,859,058 Future minimum lease payments (including interest) under non-cancelable operating leases as of September 30, 2021 For the year ended September 30, 2022 $ 1,405,887 2023 1,380,204 2024 1,421,610 2025 1,159,949 Thereafter 1,372,862 Total futrue lease payments 6,740,512 Less interest (730,304 ) Total lease liabilities $ 6,010,208 |
Note 15 - Loss Per Share
Note 15 - Loss Per Share | 12 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | NOTE 15 LOSS PER SHARE The following table sets forth the computation of basic and diluted earnings per share for the following periods: Year Ended September 30, September 30, 2022 2021 Basic: Net income (loss) $ (70,083,693 ) $ (23,394,889 ) Preferred dividends paid 4,002,005 2,554,609 Net income (loss) continuing operations adjusted for preferred dividend (74,085,698 ) (25,949,498 ) Net income (loss) attributable to cbdMD Inc. common shareholders (74,085,698 ) (25,949,498 ) Diluted: Net income (loss) (74,085,698 ) (25,949,498 ) Net income (loss) (74,085,698 ) (25,949,498 ) Shares used in computing basic earnings per share 59,750,301 54,938,128 Effect of dilutive securities: Options - - Warrants - - Convertible preferred shares - - Shares used in computing diluted earnings per share 59,750,301 54,938,128 Earnings per share Basic: Continued operations (1.24 ) (0.47 ) Discontinued operations - - Basic earnings per share (1.24 ) (0.47 ) Earnings per share Dliuted: Continued operations (1.24 ) (0.47 ) Discontinued operations - - Diluted earnings per share (1.24 ) (0.47 ) At the year ended September 30, 2022 |
Note 16 - Income Taxes
Note 16 - Income Taxes | 12 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | NOTE 16 INCOME TAXES The Company generated operating losses for the years ended September 30, 2022 2021 The following table presents the components of the provision for income taxes from continuing operations for the fiscal years ended September 30, 2022 2021 Year Ended September 30, 2022 2021 Current Federal $ - $ - State - - Total current - - Deferred Federal - (895,000 ) State - - Total deferred - (895,000 ) Total provision $ - $ (895,000 ) A reconciliation for the federal statutory income tax rate to the Company’s effective income tax rate is as follows: Year Ended September 30, 2022 2021 Federal statutory income tax rate 21.0 % 21.0 % State income taxes, net of federal benefit 0.4 0.8 Permanent differences (17.1 ) 1.5 Contingent derivative expense 2.5 (5.8 ) Limitation on net operating losses - - Change in valuation allowance (6.8 ) (13.8 ) Benefit from (provision for) income taxes 0.0 % 3.7 % Significant components of the Company’s deferred income taxes are shown below: Year Ended September 30, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 12,909,000 $ 9,160,000 ROU - Liability 1,087,000 1,342,000 Capital loss carryforward 702,000 716,000 Allowance for doubtful accounts 8,000 1,000 Stock compensation 833,000 1,107,000 Investments 452,000 444,000 Accrued expenses 214,000 165,000 Fixed Assets 40,000 - Inventory reserve 35,000 16,000 Capitalized expenses 48,000 52,000 Charitable contributions 45,000 43,000 Total deferred tax assets 16,373,000 13,046,000 Deferred tax liabilities: Prepaid Expenses (257,000 ) (219,000 ) ROU - Assets (1,002,000 ) (1,254,000 ) Intangibles (3,426,000 ) (4,481,000 ) Fixed assets - (162,000 ) Total deferred tax liabilities (4,685,000 ) (6,116,000 ) Net deferred tax assets 11,688,000 6,930,000 Valuation allowance (11,688,000 ) (6,930,000 ) Net deferred tax liability $ - $ - Net deferred tax liability The Company has established a valuation allowance against net deferred tax assets due to the uncertainty that such assets will be realized. The deferred tax liabilities that result from indefinite life intangibles cannot be offset by deferred tax assets. The Company periodically evaluates the recoverability of the deferred tax assets. At such time as it is determined that it is more likely than not 382, may September 30, 2018, 382 September 30, 2017 2015. September 30, 2018 382. During the year ended September 30, 2021 September 30, 2019. September 30, 2021 382. The total valuation allowance increased by $4,758,000 and decreased by $3,351,000 as of September 30, 2022 2021 At September 30, 2022 The Company accounts for its state franchise and minimum taxes as a component of its general and administrative expenses. The Company files income tax returns in the United States, and various state jurisdictions. The Company’s policy is to recognize interest expense and penalties related to income tax matters as tax expense. At September 30, 2021 2020 no no The CARES Act, which was enacted on March 27, 2020, no September 30, 2021 may On December 20, 2018, two 2 The Company has had a valuation allowance against the net deferred tax assets, with the exception of the deferred tax liabilities that result from indefinite-life intangibles ("naked credits"). During the year ended September 30, 2021 zero |
Note 17 - Acquisitions
Note 17 - Acquisitions | 12 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Mergers, Acquisitions and Dispositions Disclosures [Text Block] | NOTE 17 ACQUISITIONS On July 22, 2021, January 31, 2023, 60th first The initial 300,000 shares issued and 100,000 indemnification holdback shares had a carrying value of $1,064,000 and are included in additional paid in capital in the consolidated balance sheet. As of September 30, 2022 not no The following table presents the final purchase price allocation: Consideration $ 3,552,529 Assets Acquired: Undeposited Funds $ 18,155 Inventory 79,895 Inventory - Prepaid Shipping 31,094 Proerpty and equipment, net 5,000 Intangible Assets 3,418,383 Total assets aquired $ 3,552,529 |
Note 18 - Subsequent Events
Note 18 - Subsequent Events | 12 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | NOTE 18 SUBSEQUENT EVENTS The Company has analyzed its operations subsequent to September 30, 2022 no |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries CBDI, Paw CBD and Therapeutics. All material intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The Company's consolidated financial statements have been prepared in accordance with US GAAP and requires management to make estimates and assumptions that affect amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and reported amounts of revenues and expenses during the periods presented. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Significant estimates made in the accompanying consolidated financial statements include, but are not On March 11, 2020, 19 19 |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents For financial statements purposes, the Company considers all highly liquid investments with a maturity of less than three |
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] | Accounts Receivable and Accounts Receivable Other Accounts receivables are stated at cost less an allowance for doubtful accounts, if applicable. Credit is extended to customers after an evaluation of the customer’s financial condition, and generally collateral is not September 30, 2022 September 30, 2021, |
Merchant Receivable and Reserve [Policy Text Block] | Merchant Receivable The Company primarily sells its products through the internet and has an arrangement to process customer payments with multiple third 2 5 September 30, 2022, |
Inventory, Policy [Policy Text Block] | Inventory Inventory is stated at the lower of cost or net realizable value with cost being determined on a weighted average basis. The cost of inventory includes product cost, freight-in, and production fill and labor (portions of which we outsource to third |
Deposit Contracts, Policy [Policy Text Block] | Customer Deposits Customer deposits consist of payments received in advance of revenue recognition. Revenue is recognized as revenue recognition criteria are met. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment items are stated at cost less accumulated depreciation. Expenditures for routine maintenance and repairs are charged to operations as incurred. Depreciation is charged to expense over the estimated useful lives of the assets using the straight-line method. Generally, the useful lives are five three may not |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value Accounting The Company utilizes accounting standards for fair value, which include the definition of fair value, the framework for measuring fair value, and disclosures about fair value measurements. Fair value is a market-based measurement, not 1 2 3 Level 1 2 1 2 may 3 When the Company records an investment in marketable securities the carrying value is recorded at fair value. Any changes in fair value for marketable securities during a given period will be recorded as an unrealized gain or loss in the consolidated statement of operations. For investment other securities without a readily determinable fair value, the Company may |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill Goodwill represents the excess of cost of an acquired business over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed in a business combination. Identifiable intangible assets acquired in business combinations are recorded based on their fair values at the date of acquisition. Goodwill is not not In performing a goodwill test, the Company performs a qualitative evaluation and if necessary, a quantitative evaluation. Factors considered in the qualitative test include specific operating results as well as new events and circumstances impacting the operations or cash flows of the business acquired. For the quantitative test, the Company assesses goodwill for impairment by comparing the carrying value of the business to the respective fair value. The Company determines the fair value of its acquired business using a combination of income-based and market-based approaches and incorporates assumptions it believes market participants would utilize. The income-based approach utilizes discounted cash flows while the market-based approach utilizes market capitalization comparisons. These approaches are dependent upon internally developed forecasts that are based upon annual budgets and longer-range strategic plans. The Company uses discount rates that are commensurate with the risks and uncertainty inherent in the respective acquired business and in the internally developed forecasts. The Company has analyzed a variety of factors on its business to determine if a circumstance could trigger an impairment loss. See Note 5 |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | Intangible Assets The Company's intangible assets consist of trademarks and other intellectual property, all of which were previously accounted for in accordance with Accounting Standards Codification (ASC) Topic 350, Intangibles Goodwill and Other not August 1 350 30 35 18. not not 5 December 31, 2021 360, 20 January 1, 2022 360, may not may not two 360, 360, |
Business Combinations Policy [Policy Text Block] | Contingent Liability A significant component of the purchase price consideration for the Company’s acquisition of Cure Based Development includes a fixed number of future shares to be issued as well as a variable number of future shares to be issued based upon the post-acquisition entity reaching certain specified future revenue targets, as further described in Note 6. |
Paycheck Protection Program Loan [Policy Text Block] | Paycheck Protection Program Loan On April 27, 2020, May 17, 2021 |
Revenue [Policy Text Block] | Revenue Recognition Under ASC 606, Revenue from Contracts with Customers, five 606: Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to a customer. The Company meets that obligation when it has shipped products which have been ordered by the customer. The Company has reviewed its various revenue streams for its other contracts under the five Allocation of Transaction Price In the Company’s current business model, it does not Revenue Recognition The Company records revenue from the sale of its products when risk of loss and title to the product are transferred to the customer, which is upon shipping (and is typically FOB shipping) which is when our performance obligation is met. Net sales are comprised of gross revenues less product returns, trade discounts and customer allowances, which include costs associated with off-invoice mark-downs and other price reductions, as well as trade promotions. These incentive costs are recognized at the later of the date on which the Company recognizes the related revenue or the date on which the Company offers the incentive. The Company currently offers a 60 Disaggregated Revenue The Company’s product revenue is generated primarily through two A description of the Company’s principal revenue generating activities are as follows: - E-commerce sales - consumer products sold through the Company’s online and telephonic channels. Revenue is recognized when control of the merchandise is transferred to the customer, which generally occurs upon shipment. Payment is typically due prior to the date of shipment; and - Wholesale sales - products sold to the Company’s wholesale customers for subsequent resale. Revenue is recognized when control of the goods is transferred to the customer, in accordance with the terms of the applicable agreement. Payment terms vary and can typically be 30 The following table represents a disaggregation of revenue by sales channel: Fiscal 2022 % of total Fiscal 2021 % of total E-commerce sales $ 26,435,203 74.7 % $ 32,907,956 74.0 % Wholesale sales 8,968,021 25.3 % 11,572,807 26.0 % Total Net Sales $ 35,403,224 $ 44,480,763 Contract assets represent unbilled receivables and are presented within accounts receivable, net on the consolidated balance sheets. Contract liabilities represent unearned revenues and are presented as deferred revenue or customer deposits on the consolidated balance sheets. The Company has no September 30, 2022 |
Cost of Goods and Service [Policy Text Block] | Cost of Sales The Company’s cost of sales includes costs associated with distribution, fill and labor expense, components, manufacturing overhead, third |
Advertising Cost [Policy Text Block] | Advertising Costs The Company expenses all costs of advertising and related marketing and promotional costs as incurred. The Company incurred $14,332,235 and $15,835,139 in advertising and marketing and promotional costs included in operating expenses during the years ended September 30, 2022 2021 |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company is a North Carolina corporation that is treated as a corporation for federal and state income tax purposes. As of October 1, 2019, March 15, 2021, The Company accounts for income taxes pursuant to the provisions of the Accounting for Income Taxes 740 not not US GAAP requires management to evaluate tax positions taken by the Company and recognize a tax liability (or asset) if the Company has taken an uncertain tax position that more likely than not not September 30, 2022 2021 no |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents, accounts receivable, and securities. The Company places its cash and cash equivalents on deposit with financial institutions in the United States. The Federal Deposit Insurance Corporation (“FDIC”) covers $250,000 for substantially all depository accounts. The Company from time to time may September 30, 2022 September 30, 2021 Concentration of credit risk with respect to receivables is principally limited to trade receivables with corporate customers that meet specific credit policies. Management considers these customer receivables to represent normal business risk. The Company did not September 30, 2022 |
Share-Based Payment Arrangement [Policy Text Block] | Stock-Based Compensation The Company accounts for its stock compensation under the ASC 718 10 30, Compensation - Stock Compensation may The Company uses the Black-Scholes model for measuring the fair value of options and warrants. The stock based fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods. The Company recognizes forfeitures when they occur. |
Liquidity and Going Concern Considerations, Policy [Policy Text Block] | Liquidity and Going Concern Considerations The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company experienced a loss of $74,086,731 for the fiscal year ended September 30, 2022. one While the Company is taking strong action, believes in the viability of its strategy and path to profitability, and in its ability to raise additional funds, there can be no may not twelve twelve not may not |
Costs Associated with Exit or Disposal Activity or Restructuring [Policy Text Block] | Restructuring The Company recorded a one September 30, 2022. |
Earnings Per Share, Policy [Policy Text Block] | Earnings (Loss) Per Share The Company uses ASC 260 10, Earnings Per Share |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Adopted Accounting Standards In December 2019, 2019 12, 740 740 not not 2019 12 December 15, 2020, no |
Note 1 - Organization and Sum_2
Note 1 - Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Disaggregation of Revenue [Table Text Block] | Fiscal 2022 % of total Fiscal 2021 % of total E-commerce sales $ 26,435,203 74.7 % $ 32,907,956 74.0 % Wholesale sales 8,968,021 25.3 % 11,572,807 26.0 % Total Net Sales $ 35,403,224 $ 44,480,763 |
Note 2 - Marketable Securitie_2
Note 2 - Marketable Securities and Investment Other Securities (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | In Active Markets for Significant Other Identical Assets Observable Total Fair Value and Liabilities Inputs at September 30, (Level 1) (Level 2) 2022 Balance at September 30, 2020 $ 26,472 $ - $ 26,472 Change in value of equities 6,879 - 6,879 Additional Investment - - - Balance at September 30, 2021 33,351 - 33,351 Change in value of equities (33,351 ) (33,351 ) Additional Investment - - Balance at September 30, 2022 $ - $ - $ - |
Note 3 - Inventory (Tables)
Note 3 - Inventory (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Schedule of Inventory, Current [Table Text Block] | Septmeber 30 September 30, 2022 2021 Finished Goods $ 3,198,488 $ 3,362,897 Inventory Components 1,213,724 1,729,176 Inventory Reserve (156,298 ) (70,206 ) Inventory prepaid 511,459 551,519 Total Inventory $ 4,767,373 $ 5,573,386 |
Note 4 - Property and Equipme_2
Note 4 - Property and Equipment (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | September 30, September 30, 2022 2021 Computers, furniture and equipment $ 1,095,228 $ 549,910 Manufacturing equipment 284,275 2,968,838 Leasehold improvements 487,081 870,621 Automobiles 11,087 35,979 1,877,671 4,425,348 Less accumulated depreciation (1,054,361 ) (1,863,774 ) Property and equipment, net $ 823,310 $ 2,561,574 |
Note 5 - Goodwill and Intangi_2
Note 5 - Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | September 30, September 30, 2022 2021 Trademark related to cbdMD $ 21,585,000 $ 21,585,000 Trademark for HempMD 50,000 50,000 Technology Relief from Royalty related to DirectCBDOnline.com 667,844 667,844 Tradename related to DirectCBDOnline.com 749,567 749,567 Impairment of definite lived intanigble assets: (4,285,000 ) - Amortization of definite lived intangible assets: (932,862 ) (48,482 ) Total $ 17,834,549 $ 23,003,929 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | For the year ended September 30, 2023 1,109,418 2024 1,109,418 2025 1,074,634 2026 942,457 2027 942,457 Thereafter 12,656,165 Total future intangibles amortization $ 17,834,549 |
Schedule of Goodwill [Table Text Block] | Goodwill at September 30, 2021 $ 56,670,970 Impairment of goodwill (56,670,970 ) Goodwill at September 30, 2022 $ - |
Note 6 - Contingent Liability (
Note 6 - Contingent Liability (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table Text Block] | Aggregate Net Revenues Shares Issued/ Each $ of Aggregate Net Revenue Ratio $1 - $20,000,000 .190625 $20,000,001 - $60,000,000 .0953125 $60,000,001 - $140,000,000 .04765625 $140,000,001 - $300,000,000 .23828125 |
Note 8 - Shareholders' Equity (
Note 8 - Shareholders' Equity (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | 2022 2021 Weighted average exercise price $ 0.99 $ 3.91 Risk free interest rate 2.56% - 2.97% 0.16% - 0.85% Volatility 101.23% - 103.98% 100.72% Expected term (in years) 2.5 - 5.5 2.5 - 5.5 Divident yield None None 2022 2021 Weighted average exercise price $ - $3.74 Risk free interest rate 0.00 % 0.39% - 0.89% Volatility 0.00 % 103.42 % Expected term (in years) - 2.75 Divident yield - None |
Note 9 - Stock-Based Compensa_2
Note 9 - Stock-Based Compensation (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | Weighted-average remaining Aggregate Weighted-average contractual term intrinsic value Number of shares exercise price (in years) (in thousands) Outstanding at September 30, 2020 1,750,000 $ 4.68 $ - Granted 1,380,000 3.91 - Exercised (147,953 ) 2.60 Forfeited (279,547 ) 4.47 Outstanding at September 30, 2021 2,702,500 4.42 5.13 - Granted 1,060,000 0.97 - Exercised - - Forfeited (1,260,000 ) 3.63 Outstanding at September 30, 2022 2,502,500 3.36 4.55 - Exercisable at September 30, 2022 1,549,167 $ 4.13 4.69 $ - |
Note 10 - Warrants (Tables)
Note 10 - Warrants (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Common Stock Purchase Warrants [Member] | |
Notes Tables | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Weighted-average Number of shares exercise price Expiration Exercisable at $7.50 per share 100,000 7.50 October 2022 Exercisable at $4.375 per share 51,429 4.375 September 2023 Exercisable at $7.50 per share 60,000 7.50 May 2024 Exercisable at $3.9125 per share 47,822 3.9125 October 2024 Exercisable at $1.25 per share 36,682 1.25 January 2025 Exercisable at $3.74 per share 150,502 3.74 December 2025 Exercisable at $3.75 per share 143,482 3.75 June 2026 589,917 $ 4.68 |
Equity Classified Warrants [Member] | |
Notes Tables | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Weighted-average remaining Aggregate Weighted-average contractual term intrinsic value Number of shares exercise price (in years) (in thousands) Outstanding at September 30, 2020 914,184 $ 3.88 3.23 $ - Granted 293,984 3.75 - Exercised (323,444 ) 1.25 Forfeited (224,307 ) 5.39 Outstanding at September 30, 2021 660,417 4.60 3.05 - Granted - - - Exercised - - Forfeited (70,500 ) 4.00 Outstanding at September 30, 2022 589,917 4.68 2.30 - Exercisable at September 30, 2022 589,917 $ 4.68 - $ - |
Note 14 - Leases (Tables)
Note 14 - Leases (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Lease, Cost [Table Text Block] | Year Ended September 30, 2022 Total Operating Lease Costs $ 1,391,856 Year Ended September 30, 2022 Cash paid for amounts included in the measnurement of operating lease liabilities $ 1,405,887 |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | For the year ended September 30, 2023 1,380,204 2024 1,421,610 2025 1,159,949 Thereafter 1,372,862 Total future lease payments 5,334,625 Less interest (475,567 ) Total lease liabilities $ 4,859,058 For the year ended September 30, 2022 $ 1,405,887 2023 1,380,204 2024 1,421,610 2025 1,159,949 Thereafter 1,372,862 Total futrue lease payments 6,740,512 Less interest (730,304 ) Total lease liabilities $ 6,010,208 |
Note 15 - Loss Per Share (Table
Note 15 - Loss Per Share (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Year Ended September 30, September 30, 2022 2021 Basic: Net income (loss) $ (70,083,693 ) $ (23,394,889 ) Preferred dividends paid 4,002,005 2,554,609 Net income (loss) continuing operations adjusted for preferred dividend (74,085,698 ) (25,949,498 ) Net income (loss) attributable to cbdMD Inc. common shareholders (74,085,698 ) (25,949,498 ) Diluted: Net income (loss) (74,085,698 ) (25,949,498 ) Net income (loss) (74,085,698 ) (25,949,498 ) Shares used in computing basic earnings per share 59,750,301 54,938,128 Effect of dilutive securities: Options - - Warrants - - Convertible preferred shares - - Shares used in computing diluted earnings per share 59,750,301 54,938,128 Earnings per share Basic: Continued operations (1.24 ) (0.47 ) Discontinued operations - - Basic earnings per share (1.24 ) (0.47 ) Earnings per share Dliuted: Continued operations (1.24 ) (0.47 ) Discontinued operations - - Diluted earnings per share (1.24 ) (0.47 ) |
Note 16 - Income Taxes (Tables)
Note 16 - Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Year Ended September 30, 2022 2021 Current Federal $ - $ - State - - Total current - - Deferred Federal - (895,000 ) State - - Total deferred - (895,000 ) Total provision $ - $ (895,000 ) |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Year Ended September 30, 2022 2021 Federal statutory income tax rate 21.0 % 21.0 % State income taxes, net of federal benefit 0.4 0.8 Permanent differences (17.1 ) 1.5 Contingent derivative expense 2.5 (5.8 ) Limitation on net operating losses - - Change in valuation allowance (6.8 ) (13.8 ) Benefit from (provision for) income taxes 0.0 % 3.7 % |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Year Ended September 30, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 12,909,000 $ 9,160,000 ROU - Liability 1,087,000 1,342,000 Capital loss carryforward 702,000 716,000 Allowance for doubtful accounts 8,000 1,000 Stock compensation 833,000 1,107,000 Investments 452,000 444,000 Accrued expenses 214,000 165,000 Fixed Assets 40,000 - Inventory reserve 35,000 16,000 Capitalized expenses 48,000 52,000 Charitable contributions 45,000 43,000 Total deferred tax assets 16,373,000 13,046,000 Deferred tax liabilities: Prepaid Expenses (257,000 ) (219,000 ) ROU - Assets (1,002,000 ) (1,254,000 ) Intangibles (3,426,000 ) (4,481,000 ) Fixed assets - (162,000 ) Total deferred tax liabilities (4,685,000 ) (6,116,000 ) Net deferred tax assets 11,688,000 6,930,000 Valuation allowance (11,688,000 ) (6,930,000 ) Net deferred tax liability $ - $ - |
Note 17 - Acquisitions (Tables)
Note 17 - Acquisitions (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Asset Acquisition [Table Text Block] | Consideration $ 3,552,529 Assets Acquired: Undeposited Funds $ 18,155 Inventory 79,895 Inventory - Prepaid Shipping 31,094 Proerpty and equipment, net 5,000 Intangible Assets 3,418,383 Total assets aquired $ 3,552,529 |
Note 1 - Organization and Sum_3
Note 1 - Organization and Summary of Significant Accounting Policies (Details Textual) | 1 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
May 21, 2021 USD ($) | Apr. 27, 2020 USD ($) | May 31, 2022 shares | Mar. 31, 2022 shares | Dec. 31, 2021 shares | Apr. 30, 2019 shares | Jun. 30, 2022 shares | Sep. 30, 2022 USD ($) shares | Sep. 30, 2022 USD ($) shares | Sep. 30, 2021 USD ($) | |
Accounts Receivable, Allowance for Credit Loss, Ending Balance | $ 36,980 | $ 36,980 | $ 3,633 | |||||||
Accounts Receivable, after Allowance for Credit Loss, Current, Total | 273,451 | 273,451 | ||||||||
Gain (Loss) on Extinguishment of Debt, Total | 0 | 1,466,113 | ||||||||
Revenue, Remaining Performance Obligation, Amount | 0 | 0 | ||||||||
Contract with Customer, Asset, after Allowance for Credit Loss, Total | 0 | 0 | ||||||||
Contract with Customer, Liability, Total | 0 | |||||||||
Marketing and Advertising Expense, Total | 14,332,235 | 15,835,139 | ||||||||
Federal Deposit Insurance Corporation Premium Expense | 250,000 | |||||||||
Cash, Uninsured Amount | 5,752,550 | 5,752,550 | 23,508,953 | |||||||
Net Income (Loss) Including Impairment | (74,086,731) | |||||||||
Goodwill and Intangible Asset Impairment, Total | 60,955,970 | $ 0 | ||||||||
Net Income (Loss), Excluding Impairment | (13,130,761) | |||||||||
Working Capital | $ 10,725,991 | 10,725,991 | ||||||||
Restructuring Costs, Total | $ 602,092 | |||||||||
Customer Concentration Risk [Member] | Revenue, Segment Benchmark [Member] | ||||||||||
Number of Major Customers | 0 | |||||||||
Paycheck Protection Program CARES Act [Member] | ||||||||||
Proceeds from Issuance of Debt | $ 1,456,100 | |||||||||
Gain (Loss) on Extinguishment of Debt, Total | $ 1,466,113 | |||||||||
Manufacturing Equipment [Member] | ||||||||||
Property, Plant and Equipment, Useful Life (Year) | 5 years | |||||||||
Software [Member] | ||||||||||
Property, Plant and Equipment, Useful Life (Year) | 3 years | |||||||||
Minimum [Member] | ||||||||||
MerchantProcessingFee | 2.50% | 2.50% | ||||||||
Maximum [Member] | ||||||||||
MerchantProcessingFee | 5% | 5% | ||||||||
Cure Based Development, Llc [Member] | Common Stock [Member] | ||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | shares | 15,250,000 | |||||||||
Business Acquisition, Equity Interest Issued or Issuable, Vesting Period (Year) | 5 years | |||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Additional Earnout Shares (in shares) | shares | 458,877 | 444,243 | 466,713 | 15,250,000 | 409,505 | 3,928,792 | ||||
Cure Based Development, Llc [Member] | Unregistered Common Stock [Member] | ||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | shares | 8,750,000 | 2,187,500 | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Vesting Period (Year) | 5 years |
Note 1 - Organization and Sum_4
Note 1 - Organization and Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues, Total | $ 35,403,224 | $ 44,480,763 |
Sales Channel [Member] | Revenue Benchmark [Member] | ||
Concentration Risk, Percentage | ||
Sales Channel, Directly to Consumer [Member] | ||
Revenues, Total | $ 26,435,203 | $ 32,907,956 |
Sales Channel, Directly to Consumer [Member] | Sales Channel [Member] | Revenue Benchmark [Member] | ||
Concentration Risk, Percentage | 74.70% | 74% |
Sales Channel, Through Intermediary [Member] | ||
Revenues, Total | $ 8,968,021 | $ 11,572,807 |
Sales Channel, Through Intermediary [Member] | Sales Channel [Member] | Revenue Benchmark [Member] | ||
Concentration Risk, Percentage | 25.30% | 26% |
Note 2 - Marketable Securitie_3
Note 2 - Marketable Securities and Investment Other Securities (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Apr. 07, 2022 | Mar. 24, 2021 | Sep. 30, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Jan. 13, 2021 | |
Marketable Securities, Realized Gain (Loss) | $ 33,350 | $ 546,878 | ||||
Steady State, LLC [Member] | ||||||
Equipment Sold Value | $ 1,800,000 | |||||
Investments, Total | $ 1,400,000 | |||||
Adara Sponser L L C [Member] | ||||||
Share Price (in dollars per share) | $ 2,023 | |||||
Adara Sponser L L C [Member] | ||||||
Payments to Acquire Additional Interest in Subsidiaries | $ 250,000 | |||||
Common Stock, Value, Subscriptions | $ 750,000 | |||||
Initial Public Offering Shares (in shares) | 11,500,000 |
Note 2 - Marketable Securitie_4
Note 2 - Marketable Securities and Investment Other Securities - Assets Valued at Fair Value (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Fair Value, Inputs, Level 1 [Member] | ||
Balance | $ 33,351 | $ 26,472 |
Change in value of equities | (33,351) | 6,879 |
Additional Investment | 0 | 0 |
Balance | 0 | 33,351 |
Fair Value, Inputs, Level 2 [Member] | ||
Balance | 0 | 0 |
Change in value of equities | 0 | |
Additional Investment | 0 | |
Balance | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Balance | 33,351 | 26,472 |
Change in value of equities | (33,351) | 6,879 |
Additional Investment | 0 | 0 |
Balance | $ 0 | $ 33,351 |
Note 3 - Inventory (Details Tex
Note 3 - Inventory (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Inventory Write-down | $ 878,142 | $ 878,142 | $ 670,580 |
Note 3 - Inventory - Schedule o
Note 3 - Inventory - Schedule of Inventory (Details) - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Finished Goods | $ 3,198,488 | $ 3,362,897 |
Inventory Components | 1,213,724 | 1,729,176 |
Inventory Reserve | (156,298) | (70,206) |
Inventory prepaid | 511,459 | 551,519 |
Total Inventory | $ 4,767,373 | $ 5,573,386 |
Note 4 - Property and Equipme_3
Note 4 - Property and Equipment (Details Textual) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Depreciation, Excluding Lessor Asset under Operating Lease | $ 948,962 | $ 1,017,408 |
Note 4 - Property and Equipme_4
Note 4 - Property and Equipment - Major Classes of Property and Equipment (Details) - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Property and equipment, gross | $ 1,877,671 | $ 4,425,348 |
Less accumulated depreciation | (1,054,361) | (1,863,774) |
Property and equipment, net | 823,310 | 2,561,574 |
Computers, Furniture, and Equipment [Member] | ||
Property and equipment, gross | 1,095,228 | 549,910 |
Manufacturing Equipment [Member] | ||
Property and equipment, gross | 284,275 | 2,968,838 |
Leasehold Improvements [Member] | ||
Property and equipment, gross | 487,081 | 870,621 |
Automobiles [Member] | ||
Property and equipment, gross | $ 11,087 | $ 35,979 |
Note 5 - Goodwill and Intangi_3
Note 5 - Goodwill and Intangible Assets (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2022 | Dec. 31, 2021 | Jan. 31, 2022 | Jul. 31, 2021 | Dec. 31, 2021 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2019 | |
Goodwill, Ending Balance | $ 0 | $ 0 | $ 56,670,970 | ||||||
Goodwill, Impairment Loss | 11,996,249 | $ 13,898,285 | $ 30,776,436 | 56,670,970 | |||||
Intangible Assets, Net (Excluding Goodwill), Total | $ 17,834,549 | 17,834,549 | 23,003,929 | ||||||
Impairment of Intangible Assets, Finite-Lived | 4,285,000 | 0 | |||||||
Amortization of Intangible Assets | 884,380 | $ 0 | |||||||
Trademark Related to Hemp MD [Member] | |||||||||
Intangible Assets, Net (Excluding Goodwill), Total | $ 50,000 | ||||||||
Trademarks [Member] | |||||||||
Finite-Lived Intangible Asset, Useful Life (Year) | 20 years | 20 years | 10 years | ||||||
Amortization of Intangible Assets | $ 932,862 | ||||||||
Developed Technology Rights [Member] | |||||||||
Finite-Lived Intangible Asset, Useful Life (Year) | 4 years | ||||||||
Trademark Related to cbdMD [Member] | |||||||||
Impairment of Intangible Assets, Finite-Lived | $ 4,285,000 |
Note 5 - Goodwill and Intangi_4
Note 5 - Goodwill and Intangible Assets - Schedule of Intangible Assets and Goodwill (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Impairment of definite lived intanigble assets: | $ (4,285,000) | $ 0 |
Amortization of definite lived intangible assets: | (932,862) | (48,482) |
Intangible Assets, Net (Excluding Goodwill), Total | 17,834,549 | 23,003,929 |
Technology Relief From Royalty Related To Direct C B D Online Com Member | ||
Definite lived intangible assets | 667,844 | 667,844 |
Tradename Related To Direct C B D Online Com Member | ||
Definite lived intangible assets | 749,567 | 749,567 |
Trademark Related to cbdMD [Member] | ||
Indefinite lived trademark | 21,585,000 | 21,585,000 |
Trademark Related to Hemp MD [Member] | ||
Indefinite lived trademark | $ 50,000 | $ 50,000 |
Note 5 - Goodwill and Intangi_5
Note 5 - Goodwill and Intangible Assets - Future Amortization of Intangible Assets (Details) | Sep. 30, 2022 USD ($) |
2023 | $ 1,109,418 |
2024 | 1,109,418 |
2025 | 1,074,634 |
2026 | 942,457 |
2027 | 942,457 |
Thereafter | 12,656,165 |
Total future intangibles amortization | $ 17,834,549 |
Note 5 - Goodwill and Intangi_6
Note 5 - Goodwill and Intangible Assets - Schedule of Goodwill (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | Sep. 30, 2022 | |
Goodwill | $ 56,670,970 | $ 56,670,970 | $ 56,670,970 | |
Impairment of goodwill | $ (11,996,249) | $ (13,898,285) | $ (30,776,436) | (56,670,970) |
Goodwill | $ 0 | $ 0 |
Note 6 - Contingent Liability_2
Note 6 - Contingent Liability (Details Textual) - USD ($) | 1 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Apr. 19, 2019 | Dec. 20, 2018 | May 31, 2022 | Apr. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Jul. 31, 2021 | Apr. 30, 2019 | Jun. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Nov. 30, 2021 | |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ (8,473,999) | $ 6,687,439 | ||||||||||||||
Business Combination, Contingent Consideration, Liability, Noncurrent | $ 9,856,000 | $ 276,000 | 276,000 | 9,856,000 | ||||||||||||
Restricted Stock Units (RSUs) [Member] | Share-Based Payment Arrangement, Employee [Member] | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares) | 120,000 | |||||||||||||||
Restricted Stock Units (RSUs) [Member] | Share-Based Payment Arrangement, Employee [Member] | Minimum [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Terms, Generated Net Sales, Amount | $ 3,000,000 | |||||||||||||||
Restricted Stock Units (RSUs) [Member] | Share-Based Payment Arrangement, Employee [Member] | Maximum [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Terms, Generated Net Sales, Amount | $ 8,000,000 | |||||||||||||||
Share-Based Payment Arrangement, Option [Member] | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Maximum Number of Shares Per Employee (in shares) | 100,000 | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Minimum Consumer Revenue Required | $ 12,000,000 | |||||||||||||||
Employee-related Liabilities, Total | $ 0 | $ 0 | ||||||||||||||
Cure Based Development, Llc [Member] | Common Stock [Member] | ||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 15,250,000 | |||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Vesting Period (Year) | 5 years | |||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Additional Earnout Shares (in shares) | 458,877 | 444,243 | 466,713 | 15,250,000 | 409,505 | 3,928,792 | ||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Additional Earnout Shares, Expiration (Month) | 60 months | |||||||||||||||
Long-Term Debt, Gross | $ 53,215,163 | |||||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 53,215,163 | |||||||||||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 90,792 | 17,718 | $ 41,914 | $ (366,841) | ||||||||||||
Business Combination, Contingent Consideration, Liability, Current | $ 405,000 | $ 178,000 | $ 198,000 | 325,000 | 405,000 | |||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Remaining Earnout Shares Subject to Issuance (in shares) | 3,928,797 | 3,928,797 | ||||||||||||||
Business Combination, Contingent Consideration, Liability, Noncurrent | 9,440,000 | $ 276,000 | $ 276,000 | 9,440,000 | ||||||||||||
Cure Based Development, Llc [Member] | Registered Common Stock [Member] | ||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 6,500,000 | |||||||||||||||
Cure Based Development, Llc [Member] | Unregistered Common Stock [Member] | ||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 8,750,000 | 2,187,500 | ||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Vesting Period (Year) | 5 years | |||||||||||||||
Twenty Two Acquisition [Member] | Common Stock [Member] | ||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Additional Earnout Shares (in shares) | 200,000 | |||||||||||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | (255,000) | (73,561) | 148,000 | $ 13,000 | ||||||||||||
Business Combination, Contingent Consideration, Liability, Noncurrent | $ 161,000 | $ 416,000 | $ 13,000 | $ 161,000 | $ 488,561 | $ 0 | $ 0 | $ 416,000 |
Note 6 - Contingent Liability -
Note 6 - Contingent Liability - Contingent Liability (Details) | 12 Months Ended |
Sep. 30, 2022 | |
Earnout Shares for Revenue Between $1 and $20,000,000 [Member] | |
Business Acquisition, Contingent Consideration, Shares Issued Per Aggregate Net Revenue Ratio | 0.190625 |
Earnout Shares for Revenue Between $20,000,001 and $60,000,000 [Member] | |
Business Acquisition, Contingent Consideration, Shares Issued Per Aggregate Net Revenue Ratio | 0.0953125 |
Earnout Shares for Revenue Between $60,000,001 and $140,000,000 [Member] | |
Business Acquisition, Contingent Consideration, Shares Issued Per Aggregate Net Revenue Ratio | 0.04765625 |
Earnout Shares for Revenue Between $140,000,001 and $300,000,000 [Member] | |
Business Acquisition, Contingent Consideration, Shares Issued Per Aggregate Net Revenue Ratio | 0.23828125 |
Note 8 - Shareholders' Equity_2
Note 8 - Shareholders' Equity (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||
Dec. 28, 2021 | Aug. 16, 2021 | Jul. 22, 2021 | Jul. 02, 2021 | Jun. 30, 2021 | Jun. 08, 2021 | May 14, 2021 | Apr. 09, 2021 | Aug. 31, 2022 | Jun. 30, 2022 | May 31, 2022 | Apr. 30, 2022 | Mar. 31, 2022 | Jan. 31, 2022 | Nov. 30, 2021 | Oct. 31, 2021 | Jul. 30, 2021 | Jul. 22, 2021 | Jun. 30, 2021 | Apr. 30, 2021 | Mar. 31, 2021 | Feb. 28, 2021 | Jan. 31, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | Oct. 31, 2019 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jul. 01, 2021 | |
Preferred Stock, Shares Authorized (in shares) | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | |||||||||||||||||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Issued (in shares) | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Outstanding, Ending Balance (in shares) | 500,000 | 500,000 | 500,000 | 500,000 | |||||||||||||||||||||||||||||||||||
Common Stock, Shares Authorized (in shares) | 150,000,000 | 150,000,000 | 150,000,000 | 150,000,000 | |||||||||||||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||||
Common Stock, Shares, Issued (in shares) | 300,000 | 300,000 | 60,665,595 | 57,783,340 | 60,665,595 | 57,783,340 | |||||||||||||||||||||||||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 0 | $ 30,938,386 | |||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in shares) | 466,713 | ||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 25,000 | $ 129,960 | $ (593,617) | $ 328,514 | $ 508,754 | $ 479,899 | $ 590,292 | $ 1,181,828 | $ 15,279 | ||||||||||||||||||||||||||||||
Class of Warrant or Right, Unissued (in shares) | 323,444 | 323,444 | |||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 1.25 | $ 1.25 | |||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Acquisitions (in shares) | 600,000 | ||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 1,060,000 | 1,380,000 | |||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period (in shares) | 1,260,000 | 279,547 | |||||||||||||||||||||||||||||||||||||
Stock or Unit Option Plan Expense | $ 555,215 | $ 1,298,106 | |||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $ 0.97 | $ 3.91 | |||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Outstanding, Ending Balance (in shares) | 60,665,595 | 57,783,340 | 60,665,595 | 57,783,340 | |||||||||||||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 1 year | ||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year) | 5 years | ||||||||||||||||||||||||||||||||||||||
Prepaid Expense in Conjunction With the Issuances of Shares [Member] | |||||||||||||||||||||||||||||||||||||||
Prepaid Expense | $ 80,500 | $ 143,600 | $ 155,200 | ||||||||||||||||||||||||||||||||||||
Twenty Two Acquisition [Member] | |||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Acquisitions (in shares) | 300,000 | ||||||||||||||||||||||||||||||||||||||
Professional Athlete [Member] | |||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in shares) | 180,000 | ||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in shares) | 320,000 | 320,000 | 180,000 | ||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 336,000 | $ 1,400,000 | $ 800,000 | $ 800,000 | |||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Expense | 850,000 | ||||||||||||||||||||||||||||||||||||||
Professional Athlete [Member] | Prepaid Expense in Conjunction With the Issuances of Shares [Member] | |||||||||||||||||||||||||||||||||||||||
Prepaid Expense | $ 649,800 | $ 649,800 | |||||||||||||||||||||||||||||||||||||
Board of Directors [Member] | |||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in shares) | 20,000 | 27,000 | |||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 16,360 | $ 118,800 | |||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 120,000 | 150,000 | |||||||||||||||||||||||||||||||||||||
Option Indexed to Issuer's Equity, Strike Price (in dollars per share) | $ 0.818 | $ 4.40 | |||||||||||||||||||||||||||||||||||||
Board of Directors [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 25% | ||||||||||||||||||||||||||||||||||||||
Board of Directors [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | |||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 25% | ||||||||||||||||||||||||||||||||||||||
Board of Directors [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | |||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 25% | ||||||||||||||||||||||||||||||||||||||
Executive Officer [Member] | |||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in shares) | 125,000 | 25,000 | 25,000 | 750,000 | 50,000 | ||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 100,000 | ||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 4 months | ||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 750,000 | 350,000 | |||||||||||||||||||||||||||||||||||||
Executive Officer [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $ 3.50 | ||||||||||||||||||||||||||||||||||||||
Executive Officer [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | |||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | 5 | ||||||||||||||||||||||||||||||||||||||
Executive Officer [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | |||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $ 6.50 | ||||||||||||||||||||||||||||||||||||||
A New Executive [Member] | |||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 30,000 | 405,000 | |||||||||||||||||||||||||||||||||||||
Option Indexed to Issuer's Equity, Strike Price (in dollars per share) | $ 0.568 | $ 0.84 | |||||||||||||||||||||||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 75,000 | ||||||||||||||||||||||||||||||||||||||
Representative of the Underwriters [Member] | Warrants to Purchase Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 3.74 | ||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 150,502 | ||||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Employee [Member] | |||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in shares) | 5,000 | 30,000 | 120,000 | 5,000 | 167,500 | ||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 3,350 | $ 29,250 | $ 494,125 | ||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 100,000 | 130,000 | 80,000 | ||||||||||||||||||||||||||||||||||||
Option Indexed to Issuer's Equity, Strike Price (in dollars per share) | $ 1 | ||||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Expense | $ 0 | ||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $ 3.10 | ||||||||||||||||||||||||||||||||||||||
Common Stock Earnout Shares [Member] | |||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in shares) | 503,275 | 562,278 | 409,505 | 458,887 | 444,243 | 3,348,520 | |||||||||||||||||||||||||||||||||
Personal Services Agreement for Endorsement [Member] | |||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in shares) | 40,000 | ||||||||||||||||||||||||||||||||||||||
Consultant [Member] | |||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in shares) | 25,000 | ||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 200,000 | ||||||||||||||||||||||||||||||||||||||
Option Indexed to Issuer's Equity, Strike Price (in dollars per share) | $ 1 | ||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year) | 5 years | ||||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Expense | $ 131,300 | ||||||||||||||||||||||||||||||||||||||
Consultant [Member] | Vesting 6 Months From Effective Date [Member] | |||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares (in shares) | 50,000 | ||||||||||||||||||||||||||||||||||||||
Consultant [Member] | Vesting Upon Renewal of Consulting Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares (in shares) | 100,000 | ||||||||||||||||||||||||||||||||||||||
Professional Athlete [Member] | |||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in shares) | 40,000 | 40,000 | 180,000 | ||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 800,000 | ||||||||||||||||||||||||||||||||||||||
Former Executive Officer [Member] | |||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period (in shares) | 750,000 | ||||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 555,286 | $ 555,286 | |||||||||||||||||||||||||||||||||||||
Equity Compensation Plan [Member] | Consultant [Member] | |||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in shares) | 100,000 | ||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 41,000 | ||||||||||||||||||||||||||||||||||||||
Director [Member] | |||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in shares) | 5,000 | ||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 2,854 | ||||||||||||||||||||||||||||||||||||||
Restricted Stock [Member] | |||||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Expense | $ 373,610 | $ 1,626,613 | |||||||||||||||||||||||||||||||||||||
Restricted Stock [Member] | Prepaid Expense in Conjunction With the Issuances of Shares [Member] | |||||||||||||||||||||||||||||||||||||||
Prepaid Expense | $ 80,500 | $ 80,500 | 80,500 | $ 80,500 | |||||||||||||||||||||||||||||||||||
Restricted Stock [Member] | Board of Directors [Member] | |||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 2,520,000 | ||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 118,800 | ||||||||||||||||||||||||||||||||||||||
Restricted Stock [Member] | Board of Directors [Member] | Vesting June, 30, 2021 [Member] | |||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 25% | ||||||||||||||||||||||||||||||||||||||
Restricted Stock [Member] | Board of Directors [Member] | Vesting September, 30, 2021 [Member] | |||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 25% | ||||||||||||||||||||||||||||||||||||||
Restricted Stock [Member] | Board of Directors [Member] | Vesting on December 31, 2021 [Member] | |||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 25% | ||||||||||||||||||||||||||||||||||||||
Restricted Stock [Member] | Board of Directors [Member] | Vesting on March 31, 2022 [Member] | |||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 25% | ||||||||||||||||||||||||||||||||||||||
Restricted Stock [Member] | Executive Officer [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 1 year | ||||||||||||||||||||||||||||||||||||||
Restricted Stock [Member] | Executive Officer [Member] | Share-Based Payment Arrangement, Tranche One [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 1 year | ||||||||||||||||||||||||||||||||||||||
Restricted Stock [Member] | Executive Officer [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | |||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 2 years | ||||||||||||||||||||||||||||||||||||||
Restricted Stock [Member] | Executive Officer [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | |||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 3 years | ||||||||||||||||||||||||||||||||||||||
Restricted Stock [Member] | Professional Athlete [Member] | Prepaid Expense in Conjunction With the Issuances of Shares [Member] | |||||||||||||||||||||||||||||||||||||||
Prepaid Expense | $ 143,600 | ||||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | |||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price (in dollars per share) | $ 0.99 | $ 3.91 | $ 0.99 | $ 3.91 | |||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 12 months | ||||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 301,126 | $ 301,126 | |||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | Prepaid Expense in Conjunction With the Issuances of Shares [Member] | |||||||||||||||||||||||||||||||||||||||
Prepaid Expense | $ 125,250 | $ 125,250 | $ 125,250 | $ 125,250 | |||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | Board of Directors [Member] | |||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year) | 5 years | 5 years | |||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | Board of Directors [Member] | Prepaid Expense in Conjunction With the Issuances of Shares [Member] | |||||||||||||||||||||||||||||||||||||||
Prepaid Expense | $ 57,000 | $ 395,850 | $ 57,000 | $ 395,850 | |||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | Executive Officer [Member] | |||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year) | 5 years | ||||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | Executive Officer [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 1 year | ||||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | Executive Officer [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | |||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 2 years | ||||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | Executive Officer [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | |||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 3 years | ||||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | A New Executive [Member] | |||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year) | 5 years | 5 years | |||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Expense | $ 10,290 | $ 176,985 | |||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Expense | $ 23,025 | 46,050 | |||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | Share-Based Payment Arrangement, Employee [Member] | |||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year) | 10 years | ||||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Expense | $ 79,500 | ||||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | Consultant [Member] | |||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period (in shares) | 50,000 | ||||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | Former Executive Officer [Member] | |||||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Reversal of Expense | $ 604,714 | ||||||||||||||||||||||||||||||||||||||
Series A Cumulative Convertible Preferred Stock [Member] | In October Two Thousand Nineteen [Member] | |||||||||||||||||||||||||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 8% | ||||||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 16,500,000 | ||||||||||||||||||||||||||||||||||||||
In October Two Thousand Nineteen [Member] | Series A Cumulative Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 8% | ||||||||||||||||||||||||||||||||||||||
Underwriting Commisions Shares (in shares) | 2,200,000 | ||||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Receivables, Total | $ 15,300,000 | ||||||||||||||||||||||||||||||||||||||
Aggregate Shares Of Common Stock (in shares) | 143,382 | 143,482 | |||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price (in dollars per share) | $ 3.75 | ||||||||||||||||||||||||||||||||||||||
Aggregate Shares Of Common Stock Amount | $ 244,637 | ||||||||||||||||||||||||||||||||||||||
Stock or Unit Option Plan Expense | 124,217 | ||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $ 3.75 | ||||||||||||||||||||||||||||||||||||||
In April Two Thousand Twenty One Member | |||||||||||||||||||||||||||||||||||||||
Stock or Unit Option Plan Expense | 578,963 | ||||||||||||||||||||||||||||||||||||||
In January Two Thousand Twenty One [Member] | |||||||||||||||||||||||||||||||||||||||
Stock or Unit Option Plan Expense | $ 116,735 | ||||||||||||||||||||||||||||||||||||||
Series A Cumulative Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Authorized (in shares) | 5,000,000 | ||||||||||||||||||||||||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 8% | 8% | 8% | ||||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Issued (in shares) | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||||||||||||||||||||||||||
Preferred Stock, Shares Outstanding, Ending Balance (in shares) | 500,000 | 500,000 | 500,000 | 500,000 | |||||||||||||||||||||||||||||||||||
Dividends, Cash, Total | $ 4,002,005 | $ 2,554,609 |
Note 8 - Shareholders' Equity -
Note 8 - Shareholders' Equity - Fair Value Assumptions of Stock Options (Details) | 12 Months Ended | |
Sep. 30, 2022 $ / shares | Sep. 30, 2021 $ / shares | |
Measurement Input, Risk Free Interest Rate [Member] | ||
Measurement Input | 0 | |
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Measurement Input | 0.0039 | |
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Measurement Input | 0.0089 | |
Share-Based Payment Arrangement, Option [Member] | ||
Weighted average exercise price (in dollars per share) | $ 0.99 | $ 3.91 |
Share-Based Payment Arrangement, Option [Member] | Measurement Input, Price Volatility [Member] | ||
Measurement Input | 0 | 1.0342 |
Share-Based Payment Arrangement, Option [Member] | Measurement Input, Expected Term [Member] | ||
Measurement Input | 0 | 2.75 |
Share-Based Payment Arrangement, Option [Member] | Minimum [Member] | ||
Risk free interest rate | 2.56% | 0.16% |
Volatility | 101.23% | 100.72% |
Expected term (in years) (Year) | 2 years 6 months | 2 years 6 months |
Measurement Input | 0 | |
Share-Based Payment Arrangement, Option [Member] | Maximum [Member] | ||
Risk free interest rate | 2.97% | 0.85% |
Volatility | 103.98% | 105.43% |
Expected term (in years) (Year) | 5 years 6 months | 5 years 6 months |
Measurement Input | 3.74 |
Note 9 - Stock-Based Compensa_3
Note 9 - Stock-Based Compensation (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||
Dec. 28, 2021 | Jun. 08, 2021 | Apr. 09, 2021 | Apr. 19, 2019 | Aug. 31, 2022 | Jun. 30, 2022 | May 31, 2022 | Apr. 30, 2022 | Mar. 31, 2022 | Jan. 31, 2022 | Nov. 30, 2021 | Oct. 31, 2021 | Jun. 30, 2021 | Apr. 30, 2021 | Mar. 31, 2021 | Jan. 31, 2021 | Oct. 31, 2020 | Jul. 31, 2020 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Feb. 28, 2021 | Jan. 08, 2021 | Jun. 02, 2015 | |
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in shares) | 466,713 | |||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 25,000 | $ 129,960 | $ (593,617) | $ 328,514 | $ 508,754 | $ 479,899 | $ 590,292 | $ 1,181,828 | $ 15,279 | |||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period (in shares) | 1,260,000 | 279,547 | ||||||||||||||||||||||||||||||
Prepaid Expense in Conjunction With the Issuances of Shares [Member] | ||||||||||||||||||||||||||||||||
Prepaid Expense | $ 80,500 | $ 143,600 | $ 155,200 | |||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Employee [Member] | ||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in shares) | 5,000 | 30,000 | 120,000 | 5,000 | 167,500 | |||||||||||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 3,350 | $ 29,250 | $ 494,125 | |||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Expense | $ 0 | |||||||||||||||||||||||||||||||
Former Executive Officer [Member] | ||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in shares) | 400,000 | |||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 172,000 | |||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period (in shares) | 500,000 | |||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Forfeitures | $ 880,428 | |||||||||||||||||||||||||||||||
Former Executive Officer [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 50% | |||||||||||||||||||||||||||||||
Executive Officer [Member] | ||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 4 months | |||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in shares) | 125,000 | 25,000 | 25,000 | 750,000 | 50,000 | |||||||||||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 100,000 | |||||||||||||||||||||||||||||||
Board of Directors [Member] | ||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in shares) | 20,000 | 27,000 | ||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 16,360 | $ 118,800 | ||||||||||||||||||||||||||||||
Board of Directors [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 25% | |||||||||||||||||||||||||||||||
Board of Directors [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | ||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 25% | |||||||||||||||||||||||||||||||
Board of Directors [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | ||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 25% | |||||||||||||||||||||||||||||||
Board of Directors [Member] | Share-Based Payment Arrangement, Tranche Four [Member] | ||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 25% | |||||||||||||||||||||||||||||||
Professional Athlete [Member] | ||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in shares) | 180,000 | |||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in shares) | 320,000 | 320,000 | 180,000 | |||||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 336,000 | $ 1,400,000 | $ 800,000 | $ 800,000 | ||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Expense | 850,000 | |||||||||||||||||||||||||||||||
Professional Athlete [Member] | Prepaid Expense in Conjunction With the Issuances of Shares [Member] | ||||||||||||||||||||||||||||||||
Prepaid Expense | $ 649,800 | $ 649,800 | ||||||||||||||||||||||||||||||
Consultant [Member] | ||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year) | 5 years | |||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in shares) | 25,000 | |||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Expense | $ 131,300 | |||||||||||||||||||||||||||||||
Professional Athlete [Member] | ||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in shares) | 40,000 | 40,000 | 180,000 | |||||||||||||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 800,000 | |||||||||||||||||||||||||||||||
Director [Member] | ||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in shares) | 5,000 | |||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 2,854 | |||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | ||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 12 months | |||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 301,126 | $ 301,126 | ||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 2 years 3 months 18 days | |||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | Prepaid Expense in Conjunction With the Issuances of Shares [Member] | ||||||||||||||||||||||||||||||||
Prepaid Expense | $ 125,250 | 125,250 | ||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | Share-Based Payment Arrangement, Employee [Member] | ||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year) | 10 years | |||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Expense | $ 79,500 | |||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | Former Executive Officer [Member] | ||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | $ 555,286 | 555,286 | ||||||||||||||||||||||||||||||
Shares Issued, Value, Share-Based Payment Arrangement, Forfeited | $ 604,714 | |||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | Executive Officer [Member] | ||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year) | 5 years | |||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | Executive Officer [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 1 year | |||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | Executive Officer [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | ||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 2 years | |||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | Executive Officer [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | ||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 3 years | |||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | Board of Directors [Member] | ||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year) | 5 years | 5 years | ||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | Board of Directors [Member] | Prepaid Expense in Conjunction With the Issuances of Shares [Member] | ||||||||||||||||||||||||||||||||
Prepaid Expense | $ 57,000 | $ 395,850 | $ 57,000 | 395,850 | ||||||||||||||||||||||||||||
Restricted Stock [Member] | ||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Expense | $ 373,610 | $ 1,626,613 | ||||||||||||||||||||||||||||||
Restricted Stock [Member] | Prepaid Expense in Conjunction With the Issuances of Shares [Member] | ||||||||||||||||||||||||||||||||
Prepaid Expense | $ 80,500 | $ 80,500 | ||||||||||||||||||||||||||||||
Restricted Stock [Member] | Former Executive Officer [Member] | ||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Forfeitures (in shares) | 500,000 | |||||||||||||||||||||||||||||||
Restricted Stock [Member] | Executive Officer [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 1 year | |||||||||||||||||||||||||||||||
Restricted Stock [Member] | Executive Officer [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | ||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 2 years | |||||||||||||||||||||||||||||||
Restricted Stock [Member] | Executive Officer [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | ||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 3 years | |||||||||||||||||||||||||||||||
Restricted Stock [Member] | Board of Directors [Member] | ||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 2,520,000 | |||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 118,800 | |||||||||||||||||||||||||||||||
Restricted Stock [Member] | Board of Directors [Member] | Vesting June, 30, 2021 [Member] | ||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 25% | |||||||||||||||||||||||||||||||
Restricted Stock [Member] | Board of Directors [Member] | Vesting September, 30, 2021 [Member] | ||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 25% | |||||||||||||||||||||||||||||||
Restricted Stock [Member] | Professional Athlete [Member] | Prepaid Expense in Conjunction With the Issuances of Shares [Member] | ||||||||||||||||||||||||||||||||
Prepaid Expense and Other Assets | $ 649,800 | $ 649,800 | ||||||||||||||||||||||||||||||
Restricted Stock [Member] | Professional Athlete [Member] | Prepaid Expense in Conjunction With the Issuances of Shares [Member] | ||||||||||||||||||||||||||||||||
Prepaid Expense | $ 143,600 | |||||||||||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Share-Based Payment Arrangement, Employee [Member] | ||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares) | 120,000 | |||||||||||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Former Executive Officer [Member] | ||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | $ 799,572 | $ 799,572 | ||||||||||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year) | 10 years | |||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 3 years | |||||||||||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year) | 5 years | |||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 1 year | |||||||||||||||||||||||||||||||
Minimum [Member] | Restricted Stock [Member] | Executive Officer [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 1 year | |||||||||||||||||||||||||||||||
The 2015 Plan [Member] | ||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares) | 1,175,000 | |||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Annual Increase of Shares Authorized, Percentage | 1% | |||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Additional Shares Authorized (in shares) | 2,000,000 | |||||||||||||||||||||||||||||||
The 2015 Plan [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Annual Increase of Shares Authorized, Shares (in shares) | 100,000 | |||||||||||||||||||||||||||||||
The 2021 Plan [Member] | ||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares) | 5,000,000 | |||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Annual Increase of Shares Authorized, Percentage | 1% | |||||||||||||||||||||||||||||||
The 2021 Plan [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Annual Increase of Shares Authorized, Shares (in shares) | 250,000 | |||||||||||||||||||||||||||||||
Equity Compensation Plan [Member] | Consultant [Member] | ||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services (in shares) | 100,000 | |||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 41,000 |
Note 9 - Stock Based Compensati
Note 9 - Stock Based Compensation - Summary of Stock Option Activity (Details) - $ / shares | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Outstanding (in shares) | 2,702,500 | 1,750,000 | |
Outstanding, weighted average exercise price (in dollars per share) | $ 4.42 | $ 4.68 | |
Granted (in shares) | 1,060,000 | 1,380,000 | |
Granted, weighted average exercise price (in dollars per share) | $ 0.97 | $ 3.91 | |
Exercised (in shares) | 0 | (147,953) | |
Exercised, weighted average exercise price (in dollars per share) | $ 0 | $ 2.60 | |
Forfeited (in shares) | (1,260,000) | (279,547) | |
Forfeited, weighted average exercise price (in dollars per share) | $ 3.63 | $ 4.47 | |
Outstanding, weighted average remaining contractual term (Year) | 4 years 6 months 18 days | 5 years 1 month 17 days | |
Outstanding (in shares) | 2,502,500 | 2,702,500 | |
Outstanding, weighted average exercise price (in dollars per share) | $ 3.36 | $ 4.42 | |
Outstanding, weighted average remaining contractual term (Year) | 4 years 6 months 18 days | 5 years 1 month 17 days | |
Exercisable (in shares) | 1,549,167 | ||
Exercisable, weighted average exercise price (in dollars per share) | $ 4.13 | ||
Exercisable at September 30, 2022 (Year) | 4 years 8 months 8 days |
Note 10 - Warrants - Schedule o
Note 10 - Warrants - Schedule of Equity-Classified Warrants (Details) - $ / shares | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Outstanding, warrant, contractual term (Year) | 2 years 3 months 18 days | ||
Granted, warrants (in shares) | 0 | 293,984 | |
Granted, warrant, weighted average exercise price (in dollars per share) | $ 0 | $ 3.75 | |
Exercised, warrants (in shares) | 0 | (323,444) | |
Exercised, warrant, weighted average exercise price (in dollars per share) | $ 0 | $ 1.25 | |
Forfeited, warrants (in shares) | (70,500) | (224,307) | |
Forfeited, warrant, weighted average exercise price (in dollars per share) | $ 4 | $ 5.39 | |
Outstanding, warrants (in shares) | 589,917 | ||
Outstanding, warrant, weighted average exercise price (in dollars per share) | $ 4.68 | ||
Class of warrants, exercisable (in shares) | 589,917 | ||
Exercisable, weighted average exercise price (in dollars per share) | $ 4.68 | ||
Warrants to Purchase Common Stock [Member] | |||
Outstanding, warrants (in shares) | 660,417 | 914,184 | |
Outstanding, warrant, weighted average exercise price (in dollars per share) | $ 4.60 | $ 3.88 | |
Outstanding, warrant, contractual term (Year) | 3 years 18 days | 3 years 2 months 23 days | |
Outstanding, warrants (in shares) | 660,417 | ||
Outstanding, warrant, weighted average exercise price (in dollars per share) | $ 4.60 | ||
Class of warrants, exercisable (in shares) | 589,917 | ||
Exercisable, weighted average exercise price (in dollars per share) | $ 4.68 |
Note 10 - Warrants - Summary of
Note 10 - Warrants - Summary of Outstanding Common Stock Purchase Warrants (Details) | Sep. 30, 2022 $ / shares shares |
Class of warrants, exercisable (in shares) | shares | 589,917 |
Exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 4.68 |
Warrants Expiring October 2022 [Member] | |
Class of warrants, exercisable (in shares) | shares | 100,000 |
Exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 7.50 |
Warrants Expiring September 2023 [Member] | |
Class of warrants, exercisable (in shares) | shares | 51,429 |
Exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 4.375 |
Warrants Expiring May 2024 [Member] | |
Class of warrants, exercisable (in shares) | shares | 60,000 |
Exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 7.50 |
Warrants Expiring October 2024 [Member] | |
Class of warrants, exercisable (in shares) | shares | 47,822 |
Exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 3.9125 |
Warrants Expiring January 2025 [Member] | |
Class of warrants, exercisable (in shares) | shares | 36,682 |
Exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 1.25 |
Warrants Expiring December 2025 [Member] | |
Class of warrants, exercisable (in shares) | shares | 150,502 |
Exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 3.74 |
Warrants Expiring June 2026 [Member] | |
Class of warrants, exercisable (in shares) | shares | 143,482 |
Exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 3.75 |
Note 11 - Commitments and Con_2
Note 11 - Commitments and Contingencies (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 30 Months Ended | ||||||||
Jan. 31, 2022 | Jul. 31, 2020 | Mar. 31, 2021 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Apr. 30, 2022 | May 31, 2019 | |
Professional Athlete [Member] | |||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 336,000 | $ 1,400,000 | $ 800,000 | $ 800,000 | |||||||||
Payments for Endorsements | $ 85,000 | $ 75,000 | $ 50,000 | $ 40,000 | |||||||||
Stock Issued During Period, Shares, Issued for Services (in shares) | 320,000 | 320,000 | 180,000 | ||||||||||
Other Expenses | $ 971,554 | 577,034 | |||||||||||
Share-Based Payment Arrangement, Expense | $ 850,000 | ||||||||||||
Professional Athlete [Member] | Forecast [Member] | |||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 667,000 | $ 2,867,000 | |||||||||||
Payments for Endorsements | $ 100,000 | ||||||||||||
Professional Athlete Endorsement Agreement [Member] | |||||||||||||
Other Commitment, Total | $ 1,500,000 | $ 4,900,000 | |||||||||||
Other Commitment, to be Paid, Remainder of Fiscal Year | 400,000 | ||||||||||||
Other Commitment, to be Paid, Year One | 800,000 | ||||||||||||
Other Commitment, to be Paid, Year Two | 1,800,000 | ||||||||||||
Other Commitment, to be Paid, Year Three | $ 1,900,000 |
Note 12 - Note Payable (Details
Note 12 - Note Payable (Details Textual) - USD ($) | 1 Months Ended | ||
Jan. 31, 2020 | Sep. 30, 2022 | Jul. 31, 2019 | |
Loan Arrangement for Line of Equipment, One [Member] | |||
Debt Instrument, Face Amount | $ 249,100 | ||
Long-Term Debt, Total | $ 0 | ||
Loan Arrangement for Line of Equipment, Two [Member] | |||
Debt Instrument, Face Amount | $ 35,660 | ||
Long-Term Debt, Total | $ 3,000 | ||
Loan Arrangement for Line of Equipment, Two [Member] | Notes Payable [Member] | |||
Debt Instrument, Term (Month) | 48 months | ||
Debt Instrument, Interest Rate, Stated Percentage | 6.20% | ||
Debt Instrument, Periodic Payment, Total | $ 841 |
Note 13 - Paycheck Protection_2
Note 13 - Paycheck Protection Program Loan (Details Textual) | Apr. 27, 2020 USD ($) |
Paycheck Protection Program Loan [Member] | |
Proceeds from Short-Term Debt, Total | $ 1,456,100 |
Note 14 - Leases (Details Textu
Note 14 - Leases (Details Textual) | Sep. 30, 2022 | Sep. 30, 2021 |
Operating Lease, Weighted Average Remaining Lease Term (Year) | 3 years 10 months 28 days | |
Operating Lease, Weighted Average Discount Rate, Percent | 4.66% |
Note 14 - Leases - Operating Le
Note 14 - Leases - Operating Lease Costs and Supplemental Cash Flow Information (Details) | 12 Months Ended |
Sep. 30, 2022 USD ($) | |
Total Operating Lease Costs | $ 1,391,856 |
Cash paid for amounts included in the measnurement of operating lease liabilities | $ 1,405,887 |
Note 14 - Leases - Future Minim
Note 14 - Leases - Future Minimum Aggregate Lease Payments (Details) - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
2023 | $ 1,380,204 | $ 1,405,887 |
2024 | 1,421,610 | 1,380,204 |
2025 | 1,159,949 | 1,421,610 |
Thereafter | 1,372,862 | |
Total future lease payments | 5,334,625 | 6,740,512 |
Less interest | (475,567) | (730,304) |
Total lease liabilities | 4,859,058 | 6,010,208 |
2022 | 1,380,204 | 1,405,887 |
2023 | 1,421,610 | 1,380,204 |
2024 | $ 1,159,949 | 1,421,610 |
2025 | 1,159,949 | |
Thereafter | $ 1,372,862 |
Note 15 - Loss Per Share (Detai
Note 15 - Loss Per Share (Details Textual) | 12 Months Ended |
Sep. 30, 2022 shares | |
Options, RSUs and Warrants [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 3,335,750 |
Series A Cumulative Convertible Preferred Stock [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 8,335,000 |
Note 15 - Loss Per Share - Basi
Note 15 - Loss Per Share - Basic and Diluted Earnings Per Share (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | |
Net income (loss) | $ (14,631,432) | $ (31,634,143) | $ (4,657,215) | $ (19,160,904) | $ 1,537,288 | $ (12,510,474) | $ (9,395,621) | $ (70,083,693) | $ (23,394,889) | |
Preferred dividends paid | 4,002,005 | 2,554,609 | ||||||||
Net income (loss) continuing operations adjusted for preferred dividend | (74,085,698) | (25,949,498) | ||||||||
Net income (loss) attributable to cbdMD Inc. common shareholders | (74,085,698) | (25,949,498) | ||||||||
Net income (loss) | (74,085,698) | (25,949,498) | ||||||||
Net income (loss) | $ (74,085,698) | $ (25,949,498) | ||||||||
Shares used in computing basic earnings per share (in shares) | 59,750,301 | 54,938,128 | ||||||||
Options (in shares) | 0 | 0 | ||||||||
Warrants (in shares) | 0 | 0 | ||||||||
Convertible preferred shares (in shares) | 0 | 0 | ||||||||
Shares used in computing diluted earnings per share (in shares) | 59,750,301 | 54,938,128 | ||||||||
Continued operations (in dollars per share) | $ (1.24) | $ (0.47) | ||||||||
Discontinued operations (in dollars per share) | 0 | 0 | ||||||||
Basic earnings per share (in dollars per share) | (1.24) | (0.47) | ||||||||
Continued operations (in dollars per share) | (1.24) | (0.47) | ||||||||
Discontinued operations (in dollars per share) | 0 | 0 | ||||||||
Diluted earnings per share (in dollars per share) | $ (1.24) | $ (0.47) |
Note 16 - Income Taxes (Details
Note 16 - Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 20, 2018 | Sep. 30, 2018 | |
Operating Loss Carryforwards, Valuation Allowance | $ 57,700,000 | $ 11,400,000 | $ 2,100,000 | |
Deferred Tax Asset And Related Valuation Allowance | 2,700,000 | $ 500,000 | ||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 4,758,000 | 3,351,000 | ||
Deferred Tax Assets, Net, Total | $ 11,688,000 | $ 6,930,000 | $ 4,600,000 |
Note 16 - Income Taxes - Compon
Note 16 - Income Taxes - Components of Provision for Income Taxes (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Federal, current | $ 0 | $ 0 |
State, current | 0 | 0 |
Total current | 0 | 0 |
Federal, deferred | 0 | (895,000) |
State, deferred | 0 | 0 |
Total deferred | 0 | (895,000) |
Total provision | $ 0 | $ (895,000) |
Note 16 - Income Taxes - Reconc
Note 16 - Income Taxes - Reconciliation of Effective Income Tax Rate (Details) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Federal statutory income tax rate | 21% | 21% |
State income taxes, net of federal benefit | 0.40% | 0.80% |
Permanent differences | (17.10%) | 1.50% |
Contingent derivative expense | 2.50% | (5.80%) |
Limitation on net operating losses | 0% | 0% |
Change in valuation allowance | (6.80%) | (13.80%) |
Benefit from (provision for) income taxes | 0% | 3.70% |
Note 16 - Income Taxes - Signif
Note 16 - Income Taxes - Significant Components of Deferred Income Taxes (Details) - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 20, 2018 |
Net operating loss carryforwards | $ 12,909,000 | $ 9,160,000 | |
ROU - Liability | 1,087,000 | 1,342,000 | |
Capital loss carryforward | 702,000 | 716,000 | |
Allowance for doubtful accounts | 8,000 | 1,000 | |
Stock compensation | 833,000 | 1,107,000 | |
Investments | 452,000 | 444,000 | |
Accrued expenses | 214,000 | 165,000 | |
Fixed Assets | 40,000 | 0 | |
Inventory reserve | 35,000 | 16,000 | |
Capitalized expenses | 48,000 | 52,000 | |
Charitable contributions | 45,000 | 43,000 | |
Total deferred tax assets | 16,373,000 | 13,046,000 | |
Prepaid Expenses | (257,000) | (219,000) | |
ROU - Assets | (1,002,000) | (1,254,000) | |
Intangibles | (3,426,000) | (4,481,000) | |
Fixed assets | 0 | (162,000) | |
Total deferred tax liabilities | (4,685,000) | (6,116,000) | |
Net deferred tax assets | 11,688,000 | 6,930,000 | $ 4,600,000 |
Valuation allowance | (11,688,000) | (6,930,000) | |
Net deferred tax liability | $ 0 | $ 0 |
Note 17 - Acquisitions (Details
Note 17 - Acquisitions (Details Textual) - USD ($) | 1 Months Ended | |||
Jul. 22, 2021 | Jul. 22, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Asset Acquisition, Consideration Transferred, Total | $ 2,000,000 | |||
Stock Issued During Period, Shares, Acquisitions (in shares) | 600,000 | |||
Escrow Deposit | $ 200,000 | $ 200,000 | ||
Common Stock, Shares, Issued (in shares) | 300,000 | 300,000 | 60,665,595 | 57,783,340 |
Common Stock, Shares Subscribed but Unissued (in shares) | 100,000 | 100,000 | ||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 200,000 | 200,000 | ||
Lock Up Agreement Period (Day) | 180 days | |||
Stock Issued During Period, Shares, New Issues (in shares) | 300,000 | |||
Stock Issued During Period, Shares, Other (in shares) | 100,000 | |||
Stock Issued During Period, Value, Other | $ 1,064,000 |
Note 17 - Acquisitions - Schedu
Note 17 - Acquisitions - Schedule of Intangible Assets and Goodwill (Details) | Jul. 22, 2022 USD ($) |
Consideration | $ 3,552,529 |
Undeposited Funds | 18,155 |
Inventory | 79,895 |
Inventory - Prepaid Shipping | 31,094 |
Proerpty and equipment, net | 5,000 |
Intangible Assets | 3,418,383 |
Total assets aquired | $ 3,552,529 |