Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 14, 2022 | |
Affiliate, Collateralized Security [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-38739 | |
Entity Registrant Name | TOUGHBUILT INDUSTRIES, INC. | |
Entity Central Index Key | 0001668370 | |
Entity Tax Identification Number | 46-0820877 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 8669 Research Drive | |
Entity Address, City or Town | Irvine | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92618 | |
City Area Code | 949 | |
Local Phone Number | 528-3100 | |
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 | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 12,326,531 | |
Common Stock [Member] | ||
Affiliate, Collateralized Security [Line Items] | ||
Title of 12(b) Security | Common Stock | |
Trading Symbol | TBLT | |
Security Exchange Name | NASDAQ | |
Series A Warrants [Member] | ||
Affiliate, Collateralized Security [Line Items] | ||
Title of 12(b) Security | Series A Warrants | |
Trading Symbol | TBLTW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 1,588,440 | $ 7,472,224 |
Accounts receivable, net | 23,403,628 | 18,179,933 |
Inventory, net | 40,005,614 | 38,432,012 |
Prepaid and other current assets | 2,861,504 | 786,036 |
Total Current Assets | 67,859,186 | 64,870,205 |
Other Assets | ||
Property and equipment, net | 18,678,836 | 13,341,629 |
Right-of-use asset | 4,678,336 | 0 |
Other assets | 1,683,160 | 742,691 |
Total Assets | 92,899,518 | 78,954,525 |
Current Liabilities | ||
Accounts payable | 29,096,188 | 14,440,506 |
Accrued expenses | 2,745,785 | 1,815,567 |
Lease liability, current maturities | 952,989 | 0 |
Short-term loan payable | 1,390,833 | 0 |
Warrant and preferred investment option liabilities | 5,179,342 | 4,801,929 |
Total Current Liabilities | 39,365,137 | 21,058,002 |
Lease liability, net of current maturities | 3,723,851 | 0 |
Total Liabilities | 43,088,988 | 21,058,002 |
Commitment and Contingencies (Note 5) | ||
Stockholders' Equity | ||
Common stock, $0.0001 par value, 200,000,000 shares authorized, 12,326,531 and 861,997 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 1,232 | 86 |
Additional paid-in capital | 171,700,637 | 156,184,327 |
Accumulated deficit | (121,891,339) | (98,287,890) |
Total Stockholders' Equity | 49,810,530 | 57,896,523 |
Total Liabilities and Stockholders' Equity | 92,899,518 | 78,954,525 |
Series C Preferred Stock [Member] | ||
Stockholders' Equity | ||
Preferred Stock | ||
Series D Preferred Stock [Member] | ||
Stockholders' Equity | ||
Preferred Stock | ||
Series E Preferred Stock [Member] | ||
Stockholders' Equity | ||
Preferred Stock | ||
Series F Preferred Stock [Member] | ||
Stockholders' Equity | ||
Preferred Stock | ||
Series G Preferred Stock [Member] | ||
Stockholders' Equity | ||
Preferred Stock |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 4,268 | 4,268 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 12,326,531 | 861,997 |
Common stock, shares outstanding | 12,326,531 | 861,997 |
Series C Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 4,268 | 4,268 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series D Preferred Stock [Member] | ||
Preferred stock, par value | $ 1,000 | $ 1,000 |
Preferred stock, shares authorized | 5,775 | 5,775 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series E Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 15 | 15 |
Preferred stock, shares issued | 9 | 9 |
Preferred stock, shares outstanding | 9 | 9 |
Series F Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 2,500 | 0 |
Preferred stock, shares issued | 2,500 | 0 |
Preferred stock, shares outstanding | 2,500 | 0 |
Series G Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 2,500 | 0 |
Preferred stock, shares issued | 2,500 | 0 |
Preferred stock, shares outstanding | 2,500 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues, net of allowances | ||||
Total revenues, net of allowances | $ 30,245,251 | $ 17,215,938 | $ 65,353,651 | $ 45,351,558 |
Cost of Goods Sold | ||||
Total cost of goods sold | 22,328,094 | 11,771,315 | 49,484,951 | 31,479,176 |
Gross profit | 7,917,157 | 5,444,623 | 15,868,700 | 13,872,382 |
Operating expenses: | ||||
Selling, general and administrative expenses | 14,676,135 | 15,242,780 | 45,106,976 | 33,904,958 |
Research and development | 2,781,676 | 1,610,671 | 8,050,481 | 4,558,781 |
Total operating expenses | 17,457,811 | 16,853,451 | 53,157,457 | 38,463,739 |
Income (loss) from operations | (9,540,654) | (11,408,828) | (37,288,757) | (24,621,357) |
Other income (expense) | ||||
Warrant issuance costs | (969,791) | (588,221) | (1,415,229) | (588,221) |
Change in fair value of warrant and preferred investment option liabilities | 19,065,297 | 2,902,342 | 23,111,029 | 2,902,342 |
Interest expense | (548,422) | 0 | (640,603) | (263,555) |
Total other income (expense) | 17,547,084 | 2,314,121 | 21,055,197 | 2,050,566 |
Net income (loss) | 8,006,430 | (9,094,707) | (16,233,560) | (22,570,791) |
Common stock deemed dividend | (7,467,200) | 0 | (7,467,200) | 0 |
Net income (loss) attributable to common stockholders | $ 539,230 | $ (9,094,707) | $ (23,700,760) | $ (22,570,791) |
Basic net income (loss) per share attributed to common stockholders | $ 0.05 | $ (11.18) | $ (5.42) | $ (37.36) |
Basic weighted average common shares outstanding | 10,872,412 | 813,734 | 4,376,175 | 604,128 |
Diluted net income (loss) per share attributed to common stockholders | $ 0.03 | $ (11.18) | $ (5.42) | $ (37.36) |
Diluted weighted average common shares outstanding | 19,721,339 | 813,734 | 4,376,175 | 604,128 |
Metal goods [Member] | ||||
Revenues, net of allowances | ||||
Total revenues, net of allowances | $ 19,226,191 | $ 8,078,180 | $ 34,354,744 | $ 18,130,530 |
Cost of Goods Sold | ||||
Total cost of goods sold | 14,923,322 | 6,419,003 | 28,041,096 | 13,680,028 |
Soft goods [Member] | ||||
Revenues, net of allowances | ||||
Total revenues, net of allowances | 8,239,785 | 9,137,758 | 27,258,989 | 27,221,028 |
Cost of Goods Sold | ||||
Total cost of goods sold | 4,868,601 | 5,352,312 | 18,011,023 | $ 17,799,148 |
Electronic goods [Member] | ||||
Revenues, net of allowances | ||||
Total revenues, net of allowances | 2,779,275 | 0 | 3,739,918 | |
Cost of Goods Sold | ||||
Total cost of goods sold | $ 2,536,171 | $ 0 | $ 3,432,832 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Series C Preferred Stock [Member] Preferred Stock [Member] | Series D Preferred Stock [Member] Preferred Stock [Member] | Series E Preferred Stock [Member] Preferred Stock [Member] | Series F Preferred Stock [Member] Preferred Stock [Member] | Series G Preferred Stock [Member] Preferred Stock [Member] |
Beginning Balance at Dec. 31, 2020 | $ 19,346,053 | $ 29 | $ 80,108,016 | $ (60,761,992) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance, shares at Dec. 31, 2020 | 292,792 | 0 | 0 | 0 | 0 | 0 | |||
Issuance of common stock upon conversion of warrants | 5,408,540 | $ 4 | 5,408,536 | ||||||
Issuance of common stock upon conversion of warrants, shares | 36,057 | ||||||||
Issuance of common stock for services | 189,000 | 189,000 | |||||||
Issuance of common stock for services, shares | 1,000 | ||||||||
Issuance of common stock | 39,074,390 | $ 21 | 39,074,368 | ||||||
Issuance of common stock, shares | 214,186 | ||||||||
Stock based compensation expense | 81,537 | 81,537 | |||||||
Net income (loss) | (6,053,659) | (6,053,659) | |||||||
Ending Balance at Mar. 31, 2021 | 58,045,861 | $ 54 | 124,861,457 | (66,815,651) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Ending Balance, shares at Mar. 31, 2021 | 544,035 | 0 | 0 | 0 | 0 | 0 | |||
Beginning Balance at Dec. 31, 2020 | 19,346,053 | $ 29 | 80,108,016 | (60,761,992) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance, shares at Dec. 31, 2020 | 292,792 | 0 | 0 | 0 | 0 | 0 | |||
Net income (loss) | (22,570,791) | ||||||||
Ending Balance at Sep. 30, 2021 | 72,838,528 | $ 86 | 156,171,225 | (83,332,784) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Ending Balance, shares at Sep. 30, 2021 | 861,997 | 0 | 0 | 0 | 0 | 0 | |||
Beginning Balance at Mar. 31, 2021 | 58,045,861 | $ 54 | 124,861,457 | (66,815,651) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance, shares at Mar. 31, 2021 | 544,035 | 0 | 0 | 0 | 0 | 0 | |||
Issuance of common stock upon conversion of Series D Preferred Stock | 81,539 | 81,539 | |||||||
Net income (loss) | (7,422,426) | (7,422,426) | |||||||
Ending Balance at Jun. 30, 2021 | 50,704,974 | $ 54 | 124,942,996 | (74,238,077) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Ending Balance, shares at Jun. 30, 2021 | 544,035 | 0 | 0 | 0 | 0 | 0 | |||
Issuance of common stock and warrants, net of issuance costs | 31,154,890 | $ 32 | 31,154,858 | ||||||
Issuance of common stock and warrants, net of issuance costs, shares | 317,935 | ||||||||
Issuance of common stock upon exercise of warrants | 4,000 | 4,000 | |||||||
Issuance of common stock upon exercise of warrants, shares | 27 | ||||||||
Stock based compensation expense | 69,371 | 69,371 | |||||||
Net income (loss) | (9,094,707) | (9,094,707) | |||||||
Ending Balance at Sep. 30, 2021 | 72,838,528 | $ 86 | 156,171,225 | (83,332,784) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Ending Balance, shares at Sep. 30, 2021 | 861,997 | 0 | 0 | 0 | 0 | 0 | |||
Beginning Balance at Dec. 31, 2021 | 57,896,523 | $ 86 | 156,184,327 | (98,287,890) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance, shares at Dec. 31, 2021 | 861,997 | 0 | 0 | 9 | 0 | 0 | |||
Issuance of preferred stock | 1,833,995 | 1,833,995 | |||||||
Issuance of preferred stock , shares | 2,500 | 2,500 | |||||||
Adoption of lease guidance | 97,310 | 97,310 | |||||||
Stock based compensation expense | 13,101 | 13,101 | |||||||
Net income (loss) | (12,103,938) | (12,103,938) | |||||||
Ending Balance at Mar. 31, 2022 | 47,736,991 | $ 86 | 158,031,423 | (110,294,518) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Ending Balance, shares at Mar. 31, 2022 | 861,997 | 0 | 0 | 9 | 2,500 | 2,500 | |||
Beginning Balance at Dec. 31, 2021 | 57,896,523 | $ 86 | 156,184,327 | (98,287,890) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance, shares at Dec. 31, 2021 | 861,997 | 0 | 0 | 9 | 0 | 0 | |||
Net income (loss) | (23,700,760) | ||||||||
Ending Balance at Sep. 30, 2022 | 49,810,530 | $ 1,232 | 171,700,637 | (121,891,339) | $ 0 | $ 0 | $ 0 | $ 0 | |
Ending Balance, shares at Sep. 30, 2022 | 12,326,531 | 0 | 0 | 9 | 2,500 | 2,500 | |||
Beginning Balance at Mar. 31, 2022 | 47,736,991 | $ 86 | 158,031,423 | (110,294,518) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance, shares at Mar. 31, 2022 | 861,997 | 0 | 0 | 9 | 2,500 | 2,500 | |||
Issuance of common stock and warrants, net of issuance costs | 1,849,072 | $ 316 | 1,848,756 | ||||||
Issuance of common stock and warrants, net of issuance costs, shares | 3,157,895 | ||||||||
Issuance of common stock upon exercise of warrants | 6,358,399 | $ 155 | 6,358,244 | ||||||
Issuance of common stock upon exercise of warrants, shares | 1,549,211 | ||||||||
Stock based compensation expense | 13,101 | 13,101 | |||||||
Cashless warrants exercised | $ 15 | (15) | |||||||
Cashless warrants exercised, shares | 153,640 | ||||||||
Repurchase of common stock warrants | (2,500,000) | (2,500,000) | |||||||
Net income (loss) | (12,136,051) | (12,136,051) | |||||||
Ending Balance at Jun. 30, 2022 | 41,321,512 | $ 572 | 163,751,509 | (122,430,569) | $ 0 | $ 0 | $ 0 | $ 0 | |
Ending Balance, shares at Jun. 30, 2022 | 5,722,743 | 0 | 0 | 9 | 2,500 | 2,500 | |||
Issuance of common stock and warrants, net of issuance costs | (1,293,327) | $ 400 | (1,293,727) | ||||||
Issuance of common stock and warrants, net of issuance costs, shares | 4,000,000 | ||||||||
Issuance of common stock upon exercise of warrants | 9,230,014 | $ 160 | 9,229,854 | ||||||
Issuance of common stock upon exercise of warrants, shares | 1,603,684 | ||||||||
Stock based compensation expense | 13,101 | 13,101 | |||||||
Cashless warrants exercised | $ 100 | (100) | |||||||
Cashless warrants exercised, shares | 1,000,104 | ||||||||
Net income (loss) | 539,230 | 539,230 | |||||||
Ending Balance at Sep. 30, 2022 | $ 49,810,530 | $ 1,232 | $ 171,700,637 | $ (121,891,339) | $ 0 | $ 0 | $ 0 | $ 0 | |
Ending Balance, shares at Sep. 30, 2022 | 12,326,531 | 0 | 0 | 9 | 2,500 | 2,500 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (16,233,560) | $ (22,570,791) |
Adjustments to reconcile from net loss to net cash used in operating activities: | ||
Depreciation | 3,103,204 | 1,196,562 |
Stock-based compensation expense | 39,303 | 232,447 |
Amortization of capitalized contract costs | 213,353 | |
Amortization of right-of-use asset | 451,481 | |
Common stock issued for services | 189,000 | |
Warrant issuance costs | 1,415,229 | 588,221 |
Loss on sale of property and equipment | 15,806 | |
Change in fair value of warrant and preferred investment option liabilities | (23,111,029) | (2,902,342) |
Changes in operating assets and liabilities | ||
Accounts receivable, net | (5,223,695) | (6,502,967) |
Factor receivables, net | 807,648 | |
Inventory | (1,573,602) | (22,402,533) |
Prepaid assets | (2,075,468) | (255,074) |
Other assets | (940,469) | (332,923) |
Accounts payable | 13,263,112 | 5,187,717 |
Accrued expenses | 1,037,768 | 843,061 |
Lease liability | (463,217) | 0 |
Net cash used in operating activities | (30,295,137) | (45,708,621) |
Cash flows from investing activities: | ||
Proceeds from sale of property and equipment | 50,000 | 0 |
Purchases of property and equipment | (7,113,646) | (8,059,748) |
Net cash used in investing activities | (7,063,646) | (8,059,748) |
Cash flows from financing activities: | ||
Proceeds from exercise of warrants | 5,978,067 | 5,412,540 |
Repurchase of common stock warrants | (2,500,000) | 0 |
Proceeds from issuance of stock, net of costs | 26,606,099 | 77,941,089 |
Proceeds from short-term loan payable | 1,669,000 | 0 |
Repayments of short-term loan payable | (278,167) | 0 |
Repayments of factor loan payable | (590,950) | |
Net cash provided by financing activities | 31,474,999 | 82,762,679 |
Net increase (decrease) in cash | (5,883,784) | 28,994,310 |
Cash, beginning of period | 7,472,224 | 2,194,850 |
Cash, end of period | 1,588,440 | 31,189,160 |
Supplemental disclosure of cash flow information: | ||
Interest | 0 | 0 |
Income taxes | 0 | 0 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Purchases of property and equipment in accounts payable | 1,392,570 | 0 |
Initial value of lease liability | 5,140,057 | 0 |
Initial fair value of warrants and preferred investment options | 23,488,442 | 7,463,005 |
Derecognition of warrant and preferred investment option liability upon conversion | $ 9,610,346 | $ 0 |
NATURE OF OPERATIONS AND BASIS
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | NOTE 1: NATURE OF OPERATIONS AND BASIS OF PRESENTATION General The unaudited condensed consolidated financial statements of ToughBuilt Industries, Inc. (“ToughBuilt” or the “Company”) as of September 30, 2022 and for the three and nine months ended September 30, 2022 and 2021 should be read in conjunction with the financial statements for the year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the Securities Exchange Commission (“SEC”) on April 18, 2022 and can also be found on the Company’s website (www.toughbuilt.com). ToughBuilt was incorporated under the laws of the State of Nevada on April 9, 2012 under the name Phalanx, Inc., and on December 29, 2015, Phalanx, Inc. changed its name to ToughBuilt Industries, Inc. On April 15, 2020, the Company effected a 1-for-10 reverse stock split (the “Reverse Split”) of its issued and outstanding common stock. As a result of the Reverse Split, each ten shares of issued and outstanding prior to the Reverse Split were converted into one share of common stock, with fractional shares resulting from the Reverse Split rounded up to the nearest whole number. On April 25, 2022, the Company effected a 1-for-150 reverse stock split (the “2022 Reverse Split”) of its issued and outstanding common stock. As a result of the 2022 Reverse Split, each one hundred fifty shares of issued and outstanding prior to the 2022 Reverse Split were converted into one share of common stock. All share and per share numbers in the unaudited condensed consolidated financial statements and notes below have been revised retroactively to reflect the Reverse Split and the 2022 Reverse Split. Nature of Operations In these notes, the terms “we,” “our,” “ours,” “us,” “it,” “its,” “ToughBuilt,” and the “Company” refer to ToughBuilt Industries, Inc., a Nevada corporation. The Company designs and distributes tools and accessories to the home improvement community and the building industry. The Company aspires to augment brand loyalty in part from the enlightened creativity of its end users throughout the global tool market industry. The Company holds exclusive patents and licenses to develop, manufacture, market and distribute various home improvement and construction product lines for both Do-it-Yourself (“DIY”) and professional trade markets under the TOUGHBUILT® brand name. TOUGHBUILT distributes products in the following categories, all designed and engineered in the United States and manufactured by third party vendors in China: ● tool belts, tool bags and other personal tool organizer products; ● complete line of knee pads for various construction applications; and ● job-site tools and material support products consisting of a full line of miter-saws and table saw stands, saw horses/job site tables and roller stands. Risk and Uncertainty Concerning Covid-19 In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic which continues to spread throughout the United States and the world. We are currently monitoring the outbreak of COVID-19 and the related business and travel restrictions and changes to behavior intended to reduce its spread. All our Chinese facilities were temporarily closed for a period. Most of these facilities have been reopened. Depending on the progression of the outbreak, our ability to obtain necessary supplies and ship finished products to customers may be partly or completely disrupted globally. Also, our ability to maintain appropriate labor levels could be disrupted. If the coronavirus continues to progress, it could have a material negative impact on our results of operations and cash flow, in addition to the impact on its employees. Toughbuilt Industries, Inc., needs to develop new strategies, new practices, different methods and tools to succeed in this process. In order to get out of this process with damages, the Company needs to create a roadmap and act in line with its own strategy. At the end of this process, it is expected that digital business models and automation will no longer be among the targets of industrial organizations, but among their obligations. We have concluded that while it is reasonably possible that the virus could have a negative impact on the results of operations, the specific impact is not readily determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Going Concern The Company has incurred substantial operating losses since its inception. As reflected in the consolidated financial statements, the Company had an accumulated deficit of approximately $121.9 million at September 30, 2022, a net loss of approximately $16.2 million, and approximately $30.3 million of net cash used in operating activities for the nine months ended September 30, 2022. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. The Company anticipates incurring additional losses until such time, if ever, that it can obtain marketing approval to sell, and then generate significant sales, of its technology that is currently in development. As such it is likely that additional financing will be needed by the Company to fund its operations and to develop and commercialize its technology. These factors raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from issuance of this Quarterly Report on Form 10-Q. The Company will seek to obtain additional capital through the sale of debt or equity financings or other arrangements to fund operations; however, there can be no assurance that the Company will be able to raise needed capital under acceptable terms, if at all. The sale of additional equity may dilute existing stockholders and newly issued shares may contain senior rights and preferences compared to currently outstanding shares of common stock. Issued debt securities may contain covenants and limit the Company’s ability to pay dividends or make other distributions to stockholders. Basis of Presentation These interim condensed consolidated financial statements are unaudited and were prepared by the Company in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and with the Securities and Exchange Commission’s (“SEC”) instructions to Form 10-Q and Article 10 of Regulation S-X. The preparation of interim condensed consolidated financial statements requires management to make assumptions and estimates that impact the amounts reported. These interim consolidated condensed financial statements, reflect all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the Company’s results of operations, financial position and cash flows for the interim periods ended September 30, 2022 and 2021; however, certain information and footnote disclosures normally included in our audited annual financial statements, as included in the Company’s interim condensed consolidated financial statements on Form 10-Q, have been condensed or omitted pursuant to such SEC rules and regulations and accounting principles applicable for interim periods. It is important to note that the Company’s results of operations and cash flows for interim periods are not necessarily indicative of the results of operations and cash flows to be expected for a full fiscal year or any other interim period. The information included in this Quarterly Report on Form 10-Q should be read in connection with the financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Toughbuilt Industries UK Limited. All intercompany balances and transaction are eliminated. Any foreign currency translation and transactions are de minimis to the consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the valuation of accounts and factored receivables, valuation of long-lived assets, accrued liabilities, notes payable and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Cash The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. The Company did not have any cash equivalents at September 30, 2022 and December 31, 2021. Accounts Receivable Accounts receivable represent income earned from the sale of tools and accessories for which the Company has not yet received payment. Accounts receivable are recorded at the invoiced amount and adjusted for amounts management expects to collect from balances outstanding at period-end. The Company estimates the allowance for doubtful accounts based on an analysis of specific accounts and an assessment of the customer’s ability to pay, among other factors. At September 30, 2022 and December 31, 2021, no allowance for doubtful accounts was recorded. The Company also has an agreement with a third party to be able to receive advance payments for certain accounts receivables, for a specified fee. Under this agreement, the respective customer will repay the third party within a predetermined term. Receivables transferred under this agreement generally meet the requirements to be accounted for as sales in accordance with Accounting Standards Codification (“ASC”) 860, “ Transfers and Servicing .” ASC 860 requires that several conditions be met in order to present the transfer of accounts receivable as a sale. The Company has isolated the transferred (sold) assets and has the legal right to transfer its assets (accounts receivable). In addition, control has effectively been transferred. Inventory Inventory is valued at the lower of cost or net realizable value using the first-in, first-out method. The reported net value of inventory includes finished saleable products that will be sold or used in future periods. The Company reserves for obsolete and slow-moving inventory. At September 30, 2022 and December 31, 2021, there were no reserves for obsolete and slow-moving inventory. Property and Equipment Property and equipment are recorded at cost, less accumulated depreciation. The Company provides for depreciation on a straight-line basis over the estimated useful lives of the assets which are as follows: furniture 5 years, computers 3 years, production equipment 5 years, auto 5 years, tooling and molds 3 years, application development 3 years and website design in progress 4 years. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the related assets when they are placed into service. The Company evaluates property and equipment for impairment periodically to determine if changes in circumstances or the occurrence of events suggest the carrying value of the asset or asset group may not be recoverable. Maintenance and repairs are charged to operations as incurred. Expenditures which substantially increase the useful lives of the related assets are capitalized. Long-lived Assets In accordance with ASC 360, “ Property, Plant, and Equipment , ” the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset compared to the estimated future undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss equal to the excess of the carrying value over the assets fair market value is recognized when the carrying amount exceeds the undiscounted cash flows. The impairment loss is recorded as an expense and a direct write-down of the asset. No impairment loss was recorded during the three or nine months ended September 30, 2022 and 2021. Common stock purchase warrants The Company accounts for the common stock purchase warrants in accordance with the guidance contained in ASC 815-40, under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value in respect of each reporting period. This liability is subject to re-measurement at each balance sheet date until the Warrants are exercised, and any change in fair value is recognized in the statements of operations. Fair Value of Financial Instruments and Fair Value Measurements The Company adheres to ASC 820, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements; accordingly, the standard does not require any new fair value measurements of reported balances. ASC 820 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). ● Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company could access. ● Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. ● Level 3 inputs are unobservable inputs for the asset or liability, which is typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The fair value of the Company’s warrant and preferred investment liability recorded in the Company’s financial statements was determined using a Black-Scholes valuation methodology and the quoted price of the Company’s common stock in an active market, a Level 3 measurement. Volatility was based on the actual market activity of the Company for the period in which the Company was public and its peer group for the remaining period. The expected life was based on the remaining contractual term of the warrants, and the risk-free interest rate was based on the implied yield available on U.S. Treasury Securities with a maturity equivalent to the warrants’ expected life. The Company calculated the estimated fair value of warrants on the date of issuance and at each subsequent reporting date using the following assumptions: At September 30, 2022 At December 31, 2021 Risk-free interest rate 4.06%-4.25% 0.81% - 1.19% Contractual term 1.75-4.75 years 4.54 years Expected volatility 88% 88% Level 3 Fair Value Warrant and preferred investment option liability The table below provides a reconciliation of the balances for the warrant and preferred investment option liability which is measured at fair value using significant unobservable inputs (Level 3): Balance, January 1, 2022 $ 4,801,929 Fair Value of warrant and preferred investment option liability at issuance 33,098,789 Fair Value of warrant and preferred investment option liability upon exercise (9,610,346 ) Change in fair value of warrant and preferred investment option liability (23,111,029 ) Balance, September 30, 2022 $ 5,179,343 Balance, July 1, 2022 $ 2,960,853 Fair Value of warrant and preferred investment option liability at issuance 27,466,801 Fair Value of warrant and preferred investment option liability upon exercise (6,183,014 ) Change in fair value of warrant and preferred investment option liability (19,065,297 ) Balance, September 30, 2022 $ 5,179,343 Revenue Recognition The Company recognizes revenues when product is delivered to the customer, and the ownership is transferred. The Company’s revenue recognition policy is based on the revenue recognition criteria established under the Financial Accounting Standards Board – Accounting Standards Codification 606 “Revenue From Contracts With Customers ” which has established a five-step process to govern contract revenue and satisfy each element as follows: (1) Identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when or as you satisfy a performance obligation. The Company records the revenue once all the above steps are completed. See Note 8 for further information on revenue recognition. Advertising Advertising costs are expensed as incurred. Advertising expense totaled $514,615 and $2,618,475 for the three months ended September 30, 2022 and 2021, respectively. Advertising expense for the nine months ended September 30, 2022 and 2021, amounted to $2,805,812 and $6,844,886, respectively. Patents Legal fees and similar costs incurred relating to patents are capitalized and are amortized over their estimated useful life once determined. Such costs amounted to $1,276,207 and $615,439 as of September 30, 2022 and December 31, 2021, respectively and are included in other assets on the accompanying consolidated balance sheet. Research and development Expenditures for research activities relating to patents and product development are charged to expense as incurred. Such expenditures amounted to $2,781,676, and $1,610,671 for the three months ended September 30, 2022 and 2021, respectively and $8,050,481, and $4,588,781 for the nine months ended September 30, 2022 and 2021, respectively. Income Taxes The Company accounts for income taxes following the asset and liability method in accordance with ASC 740 “Income Taxes.” Under such method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The Company applies the accounting guidance issued to address the accounting for uncertain tax positions. This guidance clarifies the accounting for income taxes, by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements as well as provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company classifies interest and penalty expense related to uncertain tax positions as a component of income tax expense. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years that the asset is expected to be recovered or the liability settled. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the period in which related temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in its assessment of a valuation allowance. During 2020, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was passed, which temporarily removed 80% limitations on net operating loss carryforwards for the years 2019 and 2020. The Company adopted FASB ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting of Income Taxes” (“ASU 2019-12”), as of January 1, 2021. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance to improve consistent application. The adoption of this guidance did not have a material impact on its financial statements. Stock Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718-10, “ Share-Based Payment ,” which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options, restricted stock units, and employee stock purchases based on estimated fair values. In addition, as of January 1, 2020, the Company adopted Accounting Standards Update (“ASU”) 2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting . This ASU simplified aspects of share-based compensation issued to non-employees by making the guidance consistent with accounting for employee share-based compensation. The adoption of this guidance did not have a material impact on the financial statements. The Company estimates the fair value of stock options granted using the Black-Scholes option-pricing formula. This fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. The Company’s determination of fair value using an option-pricing model is affected by the stock price as well as assumptions regarding the number of highly subjective variables. The Company estimates volatility based upon the historical stock price of the comparable companies and estimates the expected term for employee stock options using the simplified method for employees and directors and the contractual term. The risk-free rate is determined based upon the prevailing rate of United States Treasury securities with similar maturities. The Company recognizes forfeitures as they occur rather than applying a prospective forfeiture rate in advance. Leases The Company accounts for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the condensed consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate which is consummate with the respective lease term. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset result in straight-line rent expense over the lease term. In calculating the right of use asset and lease liability, the Company elects to combine lease and non-lease components as permitted under ASC 842. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election and recognizes rent expense on a straight-line basis over the lease term. Loss per Share The Company computes net loss per share in accordance with ASC 260, “ Earnings per Share . ” ASC 260 requires presentation of both basic and diluted net earnings per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of warrants, convertible preferred stock and convertible debentures. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Net loss computation of basic and diluted net loss per common share: Net income ( loss ) $ 539,230 $ (9,094,707 ) $ (23,700,760 ) $ (22,570,791 ) Basic and diluted net income ( loss ) Basic net income ( loss ) $ 0.05 $ (11.18 ) $ (5.42 ) $ (37.36 ) Basic weighted average common shares outstanding 10,872,412 813,734 4,376,175 604,128 Diluted net income (l oss ) $ 0.03 $ (11.18 ) $ (5.42 ) $ (37.36 ) Diluted weighted average common shares outstanding 19,721,339 813,734 4,376,175 604,128 Potentially dilutive securities that are not included in the calculation of diluted net loss per share because their effect is anti-dilutive are as follows as of September 30, (in common equivalent shares): 2022 2021 Warrants and preferred investment options 8,847,473 281,929 Options and restricted stock units 1,354 1,354 Total anti-dilutive weighted average shares 8,848,827 283,283 No Segment Reporting The Company operates one reportable segment referred to as the tools segment. A single management team that reports to the Chief Executive Officer comprehensively manages the business. Accordingly, the Company does not have separately reportable segments. Recent Accounting Pronouncements As an emerging growth company, the Company has elected to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). In February 2016, the FASB issued ASU 2016-02, “ Leases (Topic 842).” The objective of this update is to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This ASU is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, and is to be applied utilizing a modified retrospective approach. The Company adopted this guidance as of January 1, 2022, and it did not have a material impact on the Company’s stockholders’ equity balance as of January 1, 2022. Due to this adoption of this guidance, the Company now recorded a right-of-use asset and lease liability on its consolidated balance sheet. As a result of the adoption of the new lease accounting guidance, the Company recognized on January 1, 2022 (a) a lease liability of $1,044,828, which represents the present value of the remaining lease payments of existing leases, discounted using the Company’s incremental borrowing rate of 4%, and (b) a right-of-use asset of $1,034,588, which represents the initial lease liability. In August 2020, the FASB issued “ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ ASU 2020-06 ”) which simplifies the accounting for convertible instruments. The guidance removes certain accounting models which separate the embedded conversion features from the host contract for convertible instruments. Either a modified retrospective method of transition or a fully retrospective method of transition was permissible for the adoption of this standard. Update No. 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company has adopted ASU 2020-06 as of January 1, 2022, and as a result no longer is required to analyze embedded conversion features for separation from its host contract in convertible instruments. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 3: PROPERTY AND EQUIPMENT, NET Property and equipment consist of the following: September 30, 2022 December 31, 2021 Furniture $ 2,050,942 $ 1,066,219 Computers 1,382,745 1,038,154 Production equipment 155,977 245,713 Tooling and molds 9,527,742 6,390,962 Auto 635,542 635,542 Application development 4,074,919 2,398,919 Website design 1,120,431 814,733 Steelbox 882,000 882,000 Leasehold improvements 4,920,504 2,862,079 Less: accumulated depreciation (6,071,966 ) (2,992,692 ) Property and Equipment, net $ 18,678,836 $ 13,341,629 Depreciation and capitalized costs with respect thereto consists of the following: Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Depreciation expense $ 1,164,689 $ 552,464 $ 3,103,204 $ 1,196,562 |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
LEASES | NOTE 4 – LEASES On January 3, 2017, the Company executed a non-cancellable operating lease for its principal office with the lease commencing February 1, 2017 for a five (5) year term. The Company paid a security deposit of $29,297. The lease required the Company to pay its proportionate share of direct costs estimated to be 22.54% of the total property, a fixed monthly direct cost of $6,201 for each month during the term of the lease, and monthly rental pursuant to the lease terms. This lease expired during February 2022. The Company entered a lease for office space at 8669 Research Drive, in Irvine, CA, which is to replace the current corporate headquarters. The lease commenced on December 1, 2019 with no rent due until April 1, 2020. From April 1, 2020 through March 31, 2025, base rent will be due on the first of each month in the amount of $25,200 escalating annually on December 1 of each year to $29,480 beginning December 1, 2023. The Company paid an initial amount of $68,128 comprising the rent for April 2020, a security deposit and the amount due for property taxes, insurance and association fees. In addition, the Company entered into two leases for additional space, in Irvine, CA. The leases commenced March 1, 2022 and June 1, 2022. Base rent is initially $16,250 and $48,379 with escalations contained in the lease through February 28, 2027 and May 31, 2027. Supplemental balance sheet information related to leases is as follows as of September 30, 2022: Operating leases Right-of-use assets, net $ 4,678,336 Current liabilities 952,989 Non-current liabilities 3,723,851 Total operating lease liabilities $ 4,676,840 Weighted Average Remaining Lease Term 4.16 years Weighted Average Discount Rate 4 % As the leases do not provide an implicit rate, the Company used an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments, which is reflective of the specific term of the leases and economic environment of each geographic region. Anticipated future lease costs are as follows: For the years ending December 31, Building leases 2022 (remaining) $ 322,055 2023 960,276 2024 1,311,858 2025 1,140,177 2026 1,082,177 Thereafter 359,916 Total lease payments 5,176,459 Less: imputed interest (499,619 ) Present value of lease liabilities $ 4,676,840 The Company recorded rent expense of $691,107 and $650,605 for the nine months ended September 30, 2022 and 2021, respectively. The Company recorded rent expense of $233,200 and $211,672 for the three months ended September 30, 2022 and 2021, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 5 – COMMITMENTS AND CONTINGENCIES Litigation Costs and Contingencies On October 7, 2022, a stockholder of the Company (the “Plaintiff”), filed a shareholder derivative action against the Company, Michael Panosian, Joshua Keeler, Zareh Khachatoorian, Martin Galstyan, et. al. (collectively, the “Defendants”) in the Eighth Judicial District Court of Nevada, Case No. A-22-859580-B. In the complaint, the Plaintiff alleged a breach of the applicable Defendants’ fiduciary duties of loyalty, good faith, and due care owed to the Company and the shareholders of the Company, by negligently, willfully, recklessly and/or intentionally failing to perform their fiduciary duties primarily in connection with the Company’s registered direct offering of 2,500 shares of Series F preferred stock and 2,500 shares of Series G preferred stock in February 2022 and subsequent 1-for-150 reverse stock split effected in April 2022. From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Other than as set forth below, management is currently not aware of any such legal proceedings or claims that could have, individually or in the aggregate, a material adverse effect on our business, financial condition, or operating results. In the normal course of business, the Company incurs costs to hire and retain external legal counsel to advise it on regulatory, litigation and other matters. The Company expenses these costs as the related services are received. If a loss is considered and the amount can be reasonably estimated, the Company recognizes an expense for the estimated loss. On August 16, 2016, a plaintiff filed a complaint against Defendants ToughBuilt Industries, Inc. (the “Company”) and Michael Panosian in the Superior Court of California, County of Los Angeles, Case No. EC065533.The complaint alleges breach of oral contracts to pay the plaintiff for consulting and finder’s fees and to hire him as an employee. The complaint further alleged claims of fraud and misrepresentation relating to an alleged payment in exchange for stock in the Company. The complaint seeks unspecified monetary damages, declaratory relief, stock in the Company, and other relief according to proof. On April 12, 2018, the Court entered judgments of default against the Company and Mr. Panosian in the amounts of $7,080 and $235,542, plus awarding the plaintiff a 7% ownership interest in the Company (the “Judgments”). The plaintiff served notice of entry of the judgments on April 17, 2018 and the Company and Mr. Panosian received notice of the entry of the default judgments on April 19, 2018. The Company and Panosian satisfied the judgments on September 14, 2018 by payment of $252,949 to the plaintiff and by issuing the plaintiff 2,509 shares of common stock of the Company. On October 18, 2018, the Company and Panosian filed a Notice of Appeal from the Order denying their motion for relief from the above-referenced default judgment. On October 1, 2019, the Second Appellate District of the California Court of Appeal issued its opinion reversing the trial court’s order denying ToughBuilt’s motion for relief from the default judgment and directing the trial court to grant ToughBuilt’s motion for relief, including allowing Toughbuilt to file an Answer and contest the plaintiff’s claims. The plaintiff was seeking damages and stock based on a breach of an alleged oral agreement. This case concluded in April 2022. The plaintiff was awarded $160,000 which was offset by a prior judgment against the plaintiff. |
SHORT-TERM LOAN PAYABLE
SHORT-TERM LOAN PAYABLE | 9 Months Ended |
Sep. 30, 2022 | |
Short-Term Debt [Abstract] | |
SHORT-TERM LOAN PAYABLE | NOTE 6: SHORT-TERM LOAN PAYABLE In July 2022, the Company entered into a short-term loan in the amount of $1,669,000. The loan matures July 2023 and bears interest at 7.99%, with monthly payments of both interest and principal. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 7: STOCKHOLDERS’ EQUITY On September 30, 2022 and December 31, 2021, the Company had 200,000,000 shares of common stock, and 4,268 shares of Series C preferred stock authorized, both with a par value of $0.0001 per share. On September 30, 2022 and December 31, 2021, the Company had 5,775 shares of Series D preferred stock, and 15 Series E Non-Convertible preferred stock authorized, with a par value of $1,000 and $0.0001 per share, respectively. In addition, on September 30, 2022, the Company had 2,500 shares of Series F preferred stock and 2,500 shares of Series G preferred stock authorized, both with a par value of $0.0001 per share. Common Stock and Preferred Stock At the Market (“ATM”) S-3 Offering On January 19, 2021, the Company filed a prospectus supplement dated January 15, 2021 (the “ATM Prospectus Supplement”) to the shelf registration statement Form S-3 (File No. 333-251185) declared effective by the SEC on December 15, 2020 (the “First Form S-3”) for the offer and sale shares of common stock having an aggregate value of $8,721,746 from time to time through H.C. Wainwright & Co., LLC, as sales agent (“Wainwright”), pursuant to the At The Market Offering Agreement, dated December 7, 2020 (the “ATM Agreement”), between the Company and Wainwright. In January 2021, the Company raised approximately $16,200,000 through the sale of 99,748 shares of the Company’s common stock. Second ATM S-3 Offering On February 2, 2021, the Company filed a second registration statement on Form S-3 (File No. 333-252630) (the “Second Form S-3”) containing a base prospectus covering the offering, issuance and sale by us of up to $100,000,000 of the Company’s common stock, preferred stock, warrants and units; and a sales agreement prospectus covering the offering, issuance and sale by us of up to a maximum aggregate offering price of $100,000,000 (which amount was included in the aggregate offering price set forth in the base prospectus) of the Company’s common stock that may be issued and sold under a second At The Market Offering Agreement, dated February 1, 2021, we entered into with Wainwright, as sales agent. The Second Form S-3 was declared effective by the SEC on February 8, 2021. From February 2021 to July 2021, the Company sold an aggregate of 125,708 shares of common stock through Wainwright under the Second S-3 with net proceeds of $24,602,110, after deducting underwriting discounts and expense. Series E Preferred Stock On March 26, 2021, the Company filed with the Nevada Secretary of State a certificate of designation therein establishing the Series E Preferred Stock consisting of fifteen (15) shares, and the Company issued nine (9) shares of such preferred stock to an institutional investor pursuant to an exchange agreement, dated November 20, 2020, between the Company and the investor. The Series E Preferred Stock have the following rights: Not entitled to dividends; Voting rights, as outlined in the Certificate of Designation; In the event of a voluntary or involuntary liquidation, dissolution, or winding up of the Company (collectively with a Deemed Liquidation, a “Liquidation”), the holders of Series E Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders, before any payment shall be made to the holders of Junior Securities (as described in the Certification of Designation) by reason of their ownership thereof, an amount in cash equal to the aggregate Liquidation Value of all Series E Preferred Stock held by such holder, plus all unpaid accrued and accumulated dividends on all such Series E Preferred Stock (whether or not declared). Registered Direct S-3 Offering On July 11, 2021, the Company entered into a Securities Purchase Agreement, dated July 11, 2021, with several institutional and accredited investors pursuant to which the Company agreed to issue and sell in a registered direct offering an aggregate of 306,866 shares of common stock and warrants to purchase up to an aggregate of 153,433 shares of common stock at a combined offering price of $130.35 per share and accompanying warrant, for gross proceeds of approximately $40 million. The warrants have an exercise price equal to $121.50 per share and are immediately exercisable until the fifth anniversary of the date of issuance. The net proceeds to the Company from the offering were $36,259,050, after deducting placement agent fees and expenses payable by the Company. The offering closed on July 14, 2021. Pursuant to an engagement letter, dated July 10, 2021 (the “Engagement Letter”), with Wainwright, as the placement agent, the Company agreed to pay the placement agent a cash fee equal to 7.0% of the gross proceeds received in the offering and a management fee equal to 0.5% of the gross proceeds received in the offering. The Company also agreed to pay the placement agent $25,000 for non-accountable expenses, up to $50,000 for fees and expenses of legal counsel and other reasonable and customary out of-pocket expenses, and $15,950 for clearing fees. Also pursuant to the Engagement Letter, the Company, in connection with the offering, issued to the placement agent or its designees warrants to purchase an aggregate of 18,412 shares of its common stock (which represents 6.0% of the shares sold to investors in the offering) at an exercise price equal to 125% of the offering price in the offering, or $162.94 (the “Placement Agent Warrants”). The Placement Agent Warrants are immediately exercisable until the fifth anniversary of the commencement of sales of the offering. The shares sold under the Securities Purchase Agreement, the issuance of the warrants and the Placement Agent Warrants, and the shares issuable pursuant to the Warrants and the Placement Agent Warrants were offered and sold by through a prospectus supplement included in the Company’s Second Form S-3 (as defined above). Series F Preferred Stock and Series G Preferred Stock S-3 Offering On February 15, 2022, the Company entered into a Securities Purchase Agreement with certain institutional investors named therein pursuant to which the Company issued, in a registered direct offering an aggregate of $5,000,000 of Preferred Stock, split evenly among the 2,500 shares of Series F Convertible Preferred Stock, par value $0.0001 per share (“Series F Preferred Stock”), and 2,500 shares of Series G Convertible Preferred Stock, par value $0.0001 per share (“Series G Preferred Stock”). The Series F Preferred Stock and Series G Preferred Stock have a stated value of $1,000 per share and are convertible into common stock at any time after the date of issuance. The conversion rate, subject to adjustment as set forth in the Certificate of Designation, is determined by dividing the $1,000 stated value of the Series F Preferred Stock and Series G Preferred Stock by $30 (the “Conversion Price”). The Conversion Price can be adjusted as set forth in the Certificate of Designation for stock dividends and stock splits or the occurrence of a fundamental transaction. The 2,500 shares of Series F Preferred Stock and 2,500 shares of Series G Preferred Stock are each convertible into 83,334 shares of common stock. The Series F Preferred Stock and Series G Preferred Stock and the underlying shares of common stock were offered pursuant to the Second Form S-3 (as defined above). In a concurrent private placement, the Company also issued to such investors unregistered warrants to purchase up to an aggregate of 125,000 shares of the Company’s common stock, at an exercise price of $37.65 per share. The warrants are exercisable from April 15, 2022 until the fifth anniversary of the initial exercise date. As compensation to Wainwright in consideration for serving as the placement agent of the offering, the Company paid Wainwright a cash fee of 7% of the aggregate gross proceeds raised in the offering, plus a management fee equal to 0.5% of the gross proceeds raised in the offering and reimbursement of certain expenses and legal fees. The Company also issued to designees of Wainwright agent warrants to purchase up to 10,000 shares of common stock for $7.50 per share from April 15, 2022 until February 15, 2027. The Series F Preferred Stock and Series G Preferred Stock have the following rights: Entitled to dividends, on an as-if converted basis, equal to and in the same form as dividends actually paid on shares of common stock, when and if actually paid; No voting rights, except for rights outlined in the Certificate of Designation; Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a “Liquidation), the then holders of the Series F Preferred Stock and Series G Preferred Stock shall be entitled to receive out of the assets, whether capital or surplus, of the Company the same amount that a holder of common stock would receive if the Series F Preferred Stock and Series G Preferred Stock were fully converted (disregarding for such purposes any conversion limitations hereunder) to common stock which amounts shall be paid pari passu with all holders of common stock; The Series F Preferred Stock and Series G Preferred Stock is convertible into common stock at any time after the date of issuance. The conversion rate, subject to adjustment as set forth in the Certificate of Designation, is determined by dividing the stated value of the Series F Preferred Stock and Series G Preferred Stock by $30 (the “Conversion Price”). The Conversion Price can be adjusted as set forth in the Certificate of Designation for stock dividends and stock splits or the occurrence of a fundamental transaction; and The Series F Preferred Stock and Series G Preferred Stock can be converted at the option of the holder at any time and from time to time after the date of issuance. The Company received net proceeds of approximately $4,205,000 from the offering, after deducting the estimated offering expenses payable by the Company, including the placement agent fees. The total issuance costs amounted to $795,000 and the Company also recognized an initial fair value of warrants in the amount of $2,646,135. $275,130 of such issuance costs have been determined to be in connection with the warrants and have been expensed during the nine months ended September 30, 2022. As of September 30, 2022, there were 2,500 shares of Series F Preferred Stock and 2,500 shares of Series G Preferred Stock issued and outstanding. Unit and Prefunded Unit Registered S-1 Offering On June 22, 2022, the Company completed a public offering (the “June 2022 Offering”) of (i) 772,157 units (“Units”), each Unit consisting of one share of common stock, par value $0.0001 per share (“Common Stock”), and one warrant to purchase one share of Common Stock (each, a “June 2022 Warrant”) at a price of $1.90 per Unit; and (ii) 2,385,738 prefunded units (“Prefunded Units”), each Prefunded Unit consisting of one prefunded warrant (a “Prefunded Warrant”) to purchase one share of Common Stock and one June 2022 Warrant, at a price of $1.8999 per Prefunded Unit. Subject to certain ownership limitations described in the June 2022 Warrants, the June 2022 Warrants have an exercise price of $1.90 per share of Common Stock, are exercisable upon issuance and will expire five years from the date of issuance. The exercise price of the Warrants is subject to adjustment for stock splits, reverse splits, and similar capital transactions as described in the June 2022 Warrants. In connection with the Offering, the Company issued June 2022 Warrants to purchase an aggregate of 3,157,895 shares of Common Stock. Subject to certain ownership limitations described in the Prefunded Warrants, the Prefunded Warrants are immediately exercisable and may be exercised at a nominal consideration of $0.0001 per share of Common Stock any time until all of the Prefunded Warrants are exercised in full. A holder will not have the right to exercise any portion of the June 2022 Warrants or the Prefunded Warrants if the holder (together with its affiliates) would beneficially own in excess of 4.99% (or, at the election of the holder, 9.99%) of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the June 2022 Warrants or the Prefunded Warrants, respectively. However, upon notice from the holder to the Company, the holder may increase the beneficial ownership limitation, which may not exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the June 2022 Warrants or the Prefunded Warrants, respectively, provided that any increase in the beneficial ownership limitation will not take effect until 61 days following notice to the Company. As compensation to Wainwright, as the exclusive placement agent in connection with the Offering, the Company paid Wainwright a cash fee of 7% of the aggregate gross proceeds raised in the June 2022 Offering, plus a management fee equal to 0.5% of the gross proceeds raised in the Offering and reimbursement of certain expenses and legal fees. The Company also issued to designees of the Wainwright warrants to purchase up to 189,474 shares of Common Stock (the “Placement Agent Warrants”). The Placement Agent Warrants have substantially the same terms as the June 2022 Warrants, except that the Placement Agent Warrants have an exercise price equal to $2.375 per share and expire on the fifth In connection with the June 2022 Offering, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors on June 17, 2022. The Purchase Agreement contained customary representations and warranties and agreements of the Company and the Purchasers and customary indemnification rights and obligations of the parties. The shares of Common Stock and June 2022 Warrants underlying the Units, the June 2022 Warrants and Prefunded Warrants underlying the Prefunded Units and the Placement Agent Warrants described above and the underlying shares of Common Stock were offered pursuant to the Registration Statement on Form S-1 (File No. 333-264930), as amended, which was declared effective by the Securities and Exchange Commission on June 17, 2022. The Company received net proceeds of approximately $5,100,000 from the June 2022 Offering, after deducting the estimated June 2022 Offering expenses payable by the Company, including the Placement Agent fees, as well as including immediate exercises of June 2022 Warrants. The total issuance costs amounted to approximately $881,000 and the Company also recognized an initial fair value of warrants in the amount of $2,800,588. $170,308 of such issuance costs have been determined to be in connection with the June 2022 and have been expensed during the nine months ended September 30, 2022. In addition, the Company incurred $454,867 of equity related costs which have been netted with the net proceeds from the June 2022 Offering. On July 27, 2022, the Company consummated the closing of a private placement (the “ July 2022 Private Placement”), pursuant to the terms and conditions of the Securities Purchase Agreement, dated July 25, 2022 (the “July 2022 Purchase Agreement”), by and among the Company and certain purchasers named on the signature pages thereto (the “Purchasers”). At the closing of the July 2022 Private Placement, the Company issued (i) 700,000 shares of common stock (the “Shares”); (ii) pre-funded warrants (the “July 2022 Pre-Funded Warrants”) to purchase an aggregate of 3,300,000 shares of common stock, (iii) Series A Preferred Investment Options to purchase an aggregate of 4,000,000 shares of common stock (the “Series A Preferred Investment Options”); and (iv) Series B Preferred Investment Options to purchase an aggregate of 4,000,000 shares of common stock (the “Series B Preferred Investment Options”, and, collectively with the Shares, the Pre-Funded Warrants, and the Series A Preferred Investment Options, the “Securities”). The purchase price of each Share and associated Series A Preferred Investment Option and Series B Preferred Investment Option was $5.00 and the purchase price of each Pre-Funded Warrant and associated Series A Preferred Investment Option and Series B Preferred Investment Option was $4.9999. As compensation to Wainwright, as the exclusive placement agent in connection with the July 2022 Offering, the Company also issued to designees of the Wainwright preferred investment options to purchase up to 240,000 shares of common stock (“July 2022 Placement Options”). The July 2022 Placement Options have substantially the same terms as the Series A Preferred Investment Options, except that the July 2022 Placement Options have an exercise price equal to $6.25 per share and expire on the third anniversary from the date of the commencement of sales in the July 2022 Offering. The Company received net proceeds of approximately $18,200,000 from the July 2022 Offering, after deducting the estimated July 2022 Offering expenses payable by the Company. The total issuance costs amounted to approximately $1,800,150 and the Company also recognized an initial fair value of the Series A and B Preferred Investment Options in the amount of $27,466,800. $969,791 of such issuance costs have been determined to be in connection with the Series A and Series B Preferred Investment Options and have been expensed during the nine months ended September 30, 2022. The Company recognized common stock deemed dividends in the amount of $7,467,200 which resulted from the excess initial fair value of the Series A and B Preferred Investment Options issued. In addition, the Company incurred $454,867 of equity related costs which have been netted with the net proceeds from the July 2022 Offering. Warrants Placement Agent Warrants The Company issued an aggregate of 165 warrants to the placement agents to purchase one share of its common stock per warrant at an exercise price of $18,000 per share for 32 warrants and $1,500 for 133 warrants. The warrants issued in its October 2016 Private Placement expired on October 17, 2021, and the warrants issued in its March 2018 Private Placement, May 2018 Private Placement and August 2018 Financing expire on September 4, 2023. The exercise price and number of shares of common stock or other securities issuable on exercise of such warrants are subject to customary adjustment in certain circumstances, including in the event of a stock dividend, recapitalization, reorganization, merger or consolidation of the Company. As of September 30, 2022 and December 31, 2021, 133 warrants issued to the placement agents at an exercise price of $1,500 and 9 at an exercise price of $18,000 are outstanding and are currently exercisable. Class B Warrants The holders of the Class B Warrants did not exercise any of their warrants during the three months ended September 30, 2022. Class B Warrants have an exercise price of $18,000 per share and shall expire between October 17, 2021 and May 15, 2023. As of September 30, 2022 and December 31, 2021, the Company had 177 Class B Warrants issued and outstanding. Series A Warrants and Series B Warrants On January 24, 2019, the Company entered into an exchange agreement with two institutional investors pursuant to which these investors exercised Series A Warrants to purchase 283 shares of the Company’s common stock for total cash proceeds of $2,172,680 to the Company, net of costs of $159,958. The two investors also exchanged Series A Warrants to purchase 339 shares of its common stock into 339 shares of its common stock and received new warrants to purchase an aggregate of 6,220 shares of its common stock. These new warrants have terms substantially like the terms of the Company’s Series A Warrants, except that the per share exercise price of the new warrants is $5,505, and the warrants are not exercisable until July 24, 2019, the six-month anniversary of the date of issuance. Each warrant expires on the fifth anniversary of the original issuance date. As of September 30, 2022, and December 31, 2021, the Company had 3,460 Series A Warrants issued and outstanding. 2020 Offering Warrants In the January 28, 2020 public offering, the Company sold 329,667 warrants (each exercisable into 1/20 th As of September 30, 2022 and December 31, 2021, the Company had 102,450 2020 Offering Warrants issued and outstanding. 2021 Offering Warrants In the July 11, 2021 offering, the Company sold 153,433 warrants (each exercisable into 1 share of common stock) at an exercise price equal to $121.50 per share, and are immediately exercisable until the fifth anniversary of the date of issuance. In connection with the offering the Company issued to the Placement Agent or its designees warrants to purchase an aggregate of 18,412 shares of its common stock at an exercise price equal to 125% of the offering price in the offering, or $162.94 (the “2021 Placement Agent Warrants”). The 2021 Placement Agent Warrants are immediately exercisable until the fifth anniversary of the commencement of sales of the offering. As of September 30, 2022 and December 31, 2021, the Company had 153,433 and 18,412, 2021 Offering Warrants and 2021 Placement Agent Warrants issued and outstanding, respectively. The total fair value of such warrants amounted to $1,841 and $4,801,929 as of September 30, 2022 and December 31, 2021, respectively, and is included in warrant and preferred investment option liabilities on the accompanying condensed consolidated balance sheets. Exchange On November 20, 2020, the Company and the investor entered into an exchange agreement and issued a warrant to purchase up to an aggregate of 3,833 shares of the Company’s common stock for $150 per share which expires on August 20, 2024. As of December 31, 2021, such warrant was outstanding. In accordance with the underlying agreement, in connection with the Company’s offering of Series F Preferred Stock, Series G Preferred Stock and the warrants on February 15, 2022, the warrant was adjusted to purchase an aggregate of 76,667 shares of the Company’s common stock for $0.05 per share. On June 8, 2022, the Company and the investor entered into a warrant repurchase agreement to repurchase the warrant for $2,500,000. 2022 Offering Warrants On February 15, 2022, in connection with the Company’s offer and sale of 2,500 shares of Series F Preferred Stock and 2,500 shares of Series G Preferred Stock, the Company sold 125,000 warrants (each exercisable into one share of common stock) at an exercise price equal to $37.65 per share. The warrants are exercisable from July 15, 2022 until the fifth anniversary of the initial exercise date. In connection with the offering, the Company issued to the designees of Wainwright, for serving as the placement agent of the offering, warrants to purchase an aggregate of 10,000 shares of its common stock at an exercise price equal to $7.50 (the “2022 Placement Agent Warrants”). The 2022 Placement Agent Warrants are exercisable from July 15, 2022 until February 15, 2027. As of September 30, 2022, the Company had 125,000 and 10,000 2022 Offering Warrants and 2022 Placement Agent Warrants issued and outstanding, respectively. The total fair value of such warrants amounted to $2,646,135 and $47,115 as of the date of issuance and September 30, 2022, respectively, and is included in warrant and preferred investment option liabilities on the accompanying condensed consolidated balance sheets. June 2022 Offering Warrants In the June 2022 Offering, the Company sold 3,157,895 warrants (each exercisable into 1 share of common stock) at an exercise price equal to $1.90 per share, and are immediately exercisable until the fifth anniversary of the date of issuance. In connection with the offering, the Company issued to the Placement Agent or its designees warrants to purchase an aggregate of 189,474 shares of its common stock at an exercise price equal of $2.375 (the “June 2022 Placement Agent Warrants”). The June 2022 Placement Agent Warrants are immediately exercisable until the fifth anniversary of the commencement of sales of the offering. Immediately following the June 2022 Offering, 3,152,895 of the June 2022 Warrants were exercised. As of September 30, 2022, the Company had 5,000 and 189,474, June 2022 Offering Warrants and June 2022 Placement Agent Warrants issued and outstanding, respectively. The total fair value of such warrants amounted to $2,985,853 and $265,827 as of the date of issuance and September 30, 2022, respectively, and is included in warrant and preferred investment option liabilities on the accompanying condensed consolidated balance sheets. July 2022 Preferred Investment Options In the July 2022 Offering, the Company sold Series A Preferred Investment Options to purchase an aggregate of 4,000,000 shares of common stock (the “Series A Preferred Investment Options”); and Series B Preferred Investment Options to purchase an aggregate of 4,000,000 shares of common stock (the “Series B Preferred Investment Options” ) . The Series A and B Preferred Investment Options have an exercise price equal to $5, and immediately exercisable until the third and second anniversary, respectively, of the commencement of sales of the offering. In connection with the July 2022 Offering, the Company also issued to designees of the Wainwright preferred investment options to purchase up to 240,000 shares of common stock (“July 2022 Placement Options”). The July 2022 Placement Options have substantially the same terms as the Series A Preferred Investment Options, except that the July 2022 Placement Options have an exercise price equal to $6.25 per share and expire on the third anniversary from the date of the commencement of sales in the July 2022 Offering. As of September 30, 2022, the Company had 8,240,000, Series A and B Preferred Investment Options and July 2022 Options issued and outstanding, respectively. The total fair value of such securities amounted to $27,466,800 and $4,864,560 as of the date of issuance and September 30, 2022, respectively, and is included in warrant and preferred investment option liabilities on the accompanying condensed consolidated balance sheets. Equity Incentive Plans The 2016 Equity Incentive Plan The 2016 Equity Incentive Plan (the “2016 Plan”) was adopted by the Board of Directors and approved by the shareholders on July 6, 2016. The awards per 2016 Plan may be granted through July 5, 2026 to the Company’s employees, consultants, directors and non-employee directors provided such consultants, directors and non-employee directors render good faith services not in connection with the offer and sale of securities in a capital-raising transaction. The maximum number of shares of our common stock that may be issued under the 2016 Plan is 83 shares, which amount will be (a) reduced by awards granted under the 2016 Plan, and (b) increased to the extent that awards granted under the 2016 Plan are forfeited, expire or are settled for cash (except as otherwise provided in the 2016 Plan). No employee will be eligible to receive more than 83 shares of common stock in any calendar year under the 2016 Plan pursuant to the grant of awards. On January 3, 2017, the Board of Directors of the Company approved and granted to the President/Chief Executive Officer of the Company, an option to purchase 83 shares of the Company’s Common Stock (“Option”) under the Company’s 2016 Plan. The Option will have an exercise price that is no less than $15,000.00 per share and will vest over four (4) years, with 25% of the total number of shares subject to the Option vesting on the one (1) year anniversary of the date of grant and, the remainder vesting in equal installments on the last day of each of the thirty-six (36) full calendar months thereafter. Vesting will depend on the Officer’s continued service as an employee with the Company and will be subject to the terms and conditions of the 2016 Plan and the written Stock Option Agreement governing the Option. As of September 30, 2022, there was no unrecognized compensation expense. The 2018 Equity Incentive Plan Effective July 1, 2018, the Board of Directors and the stockholders of the Company approved and adopted the Company’s 2018 Equity Incentive Plan (the “2018 Plan”). The 2018 Plan supplements, and does not replace, the existing 2016 Equity Incentive Plan. Awards may be granted under the 2018 Plan through September 30, 2023 to the Company’s employees, officers, consultants, and non-employee directors. The maximum number of shares of our common stock that may be issued under the 2018 Plan is 625 shares, which amount will be (a) reduced by awards granted under the 2018 Plan, and (b) increased to the extent that awards granted under the 2018 Plan are forfeited, expire or are settled for cash (except as otherwise provided in the 2018 Plan). On April 4, 2020, the Company granted 350 restricted stock units to two officers of the Company. These units have the following vesting term: 33% on January 1, 2021, 34% on January 1, 2022 and 33% on January 1, 2023. The fair value of these units as of the grant date was $144,110 based on the closing price of the Company’s stock. As of September 30, 2022, there was no unrecognized compensation expense. |
REVENUE RECOGNITION AND RESERVE
REVENUE RECOGNITION AND RESERVE FOR SALES RETURNS AND ALLOWANCES | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION AND RESERVE FOR SALES RETURNS AND ALLOWANCES | NOTE 8: REVENUE RECOGNITION AND RESERVE FOR SALES RETURNS AND ALLOWANCES The Company’s contracts with customers only include one performance obligation (i.e., sale of the Company’s products). Revenue is recognized in the gross amount at a point in time when delivery is completed and control of the promised goods is transferred to the customers. Revenue is measured as the amount of consideration the Company expects to be entitled to in exchange for those goods. The Company’s contracts do not involve financing elements as payment terms with customers are less than one year. Further, because revenue is recognized at the point in time goods are sold to customers, there are no contract asset or contract liability balances. The Company does not disclose remaining performance obligations related to contracts with durations of one year or less as allowed by the practical expedient applicable to such contracts. The Company disaggregates its revenues by major geographic region. See Note 8, Concentrations, Geographic Data, and Sales by Major Customers, for further information. The Company accounts for fees paid to Amazon for products sold through its Amazon Stores as operating expense. The Company offers various discounts, pricing concessions, and other allowances to customers, all of which are considered in determining the transaction price. Certain discounts and allowances are fixed and determinable at the time of sale and are recorded at the time of sale as a reduction in revenue. Other discounts and allowances can vary and are determined at management’s discretion (variable consideration). Specifically, the Company occasionally grants discretionary credits to facilitate markdowns and sales of slow-moving merchandise and consequently accrues an allowance based on historic credits and management estimates. Further, the Company allows sales returns, and consequently records a sales return allowance based upon historic return amounts and management estimates. These allowances (variable consideration) are estimated using the expected value method and are recorded at the time of sale as a reduction to revenue. The Company adjusts its estimate of variable consideration at least quarterly or when facts and circumstances used in the estimation process may change. The variable consideration is not constrained as the Company has sufficient history on the related estimates and does not believe there is a risk of significant revenue reversal. The Company also participates in cooperative advertising arrangements with some customers, whereby it allows a discount from invoiced product amounts in exchange for customer purchased advertising that features the Company’s products. Generally, these allowances range from 2% to 5% of gross sales and are generally based upon product purchases or specific advertising campaigns. Such allowances are accrued when the related revenue is recognized. These cooperative advertising arrangements provide a distinct benefit and fair value and are accounted for as direct selling expenses. Sales commissions are expensed when incurred as the related revenue is recognized at a point in time and therefore, the amortization period is less than one year. As a result, these costs are recorded as direct selling expenses, as incurred. The Company has also elected to adopt the practical expedient related to shipping and handling fees which allows the Company to account for shipping and handling activities that occur after control of the related good transfers as fulfillment activities instead of assessing such activities as performance obligations. Therefore, shipping and handling activities are considered part of the Company’s obligation to transfer the products and therefore are recorded as direct selling expenses, as incurred. In 2020, the Company incurred costs to obtain a contract. Such costs amounted to $853,412. The Company expects to recover those costs through future revenue during the period of the contract. The Company amortized these costs over one year which is the stated term of the contract. The Company’s reserve for sales returns and allowances amounted to $13,000 as of September 30, 2022 and December 31, 2021. |
CONCENTRATIONS
CONCENTRATIONS | 9 Months Ended |
Sep. 30, 2022 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | NOTE 9: CONCENTRATIONS Concentration of Customers For the three and nine months ended September 30, 2022 and 2021, respectively, the Company had the following concentrations of customers: Percentage of Percentage of revenues for the revenues for the Percentage of accounts Three Months Ended Nine Months Ended receivables as of September 30, September 30, September 30, December 31, 2022 2021 2022 2021 2022 2021 Customer 1 51 % 12 % 63 % 9 % 52 % 5 % Customer 2 15 % 10 % 11 % 9 % - % 33 % Customer 3 - % 15 % - % 16 % - % 6 % Customer 4 - % 35 % - % 36 % - % 8 % Customer 5 - % - % - % - % - % 11 % Concentration of Suppliers For the three and nine months ended September 30, 2022 and 2021, respectively, the Company had the following concentrations of suppliers: Percentage of Percentage of purchases for the purchases for the Percentage of accounts Three Months Ended Nine Months Ended payable as of September 30, September 30, September 30, December 31, 2022 2021 2022 2021 2022 2021 Supplier 1 12 % 29 % 5 % 33 % 15 % 24 % Supplier 2 1 2 % - % 6 % - % - % - % Supplier 3 1 1 % 4 % 4 % 14 % 9 % 3 % Supplier 4 - % 11 % - % 11 % 5 % 9 % Supplier 5 - % 10 % - % 5 % - % 8 % Supplier 6 - % - % - % - % 1 % - % Concentration of Credit Risk The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. The Company has not experienced any losses in such accounts through September 30, 2022 and 2021. The Company’s bank balances exceeded FDIC insured amounts at times during the nine months ended September 30, 2022 and 2021. The Company’s bank balance exceeded the FDIC insured amounts as of September 30, 2022 and December 31, 2021, by approximately $1.1 million and $7.2 million, respectively. Geographic Concentration For the three and nine months ended September 30, 2022 and 2021, respectively, the Company had the following geographic concentrations: Percentage of Percentage of revenues for the revenues for the Percentage of accounts Three Months Ended Nine Months Ended receivables as of September 30, September 30, September 30, December 31, 2022 2021 2022 2021 2022 2021 Canada 2 % 3 % 3 % 4 % - % 4 % Europe 4 % 5 % 5 % 9 % 11 % 11 % United States of America 90 % 80 % 87 % 78 % 80 % 82 % Other 4 % 12 % 6 % 9 % 10 % 3 % |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10: SUBSEQUENT EVENTS Management has evaluated subsequent events through the date which the condensed consolidated financial statements were issued noting that there were no items that would impact the accounting for events or transactions in the current period or require additional disclosures, besides those disclosed below |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the valuation of accounts and factored receivables, valuation of long-lived assets, accrued liabilities, notes payable and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
Cash | Cash The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. The Company did not have any cash equivalents at September 30, 2022 and December 31, 2021. |
Accounts Receivable | Accounts Receivable Accounts receivable represent income earned from the sale of tools and accessories for which the Company has not yet received payment. Accounts receivable are recorded at the invoiced amount and adjusted for amounts management expects to collect from balances outstanding at period-end. The Company estimates the allowance for doubtful accounts based on an analysis of specific accounts and an assessment of the customer’s ability to pay, among other factors. At September 30, 2022 and December 31, 2021, no allowance for doubtful accounts was recorded. The Company also has an agreement with a third party to be able to receive advance payments for certain accounts receivables, for a specified fee. Under this agreement, the respective customer will repay the third party within a predetermined term. Receivables transferred under this agreement generally meet the requirements to be accounted for as sales in accordance with Accounting Standards Codification (“ASC”) 860, “ Transfers and Servicing .” ASC 860 requires that several conditions be met in order to present the transfer of accounts receivable as a sale. The Company has isolated the transferred (sold) assets and has the legal right to transfer its assets (accounts receivable). In addition, control has effectively been transferred. |
Inventory | Inventory Inventory is valued at the lower of cost or net realizable value using the first-in, first-out method. The reported net value of inventory includes finished saleable products that will be sold or used in future periods. The Company reserves for obsolete and slow-moving inventory. At September 30, 2022 and December 31, 2021, there were no reserves for obsolete and slow-moving inventory. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost, less accumulated depreciation. The Company provides for depreciation on a straight-line basis over the estimated useful lives of the assets which are as follows: furniture 5 years, computers 3 years, production equipment 5 years, auto 5 years, tooling and molds 3 years, application development 3 years and website design in progress 4 years. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the related assets when they are placed into service. The Company evaluates property and equipment for impairment periodically to determine if changes in circumstances or the occurrence of events suggest the carrying value of the asset or asset group may not be recoverable. Maintenance and repairs are charged to operations as incurred. Expenditures which substantially increase the useful lives of the related assets are capitalized. |
Long-lived Assets | Long-lived Assets In accordance with ASC 360, “ Property, Plant, and Equipment , ” the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset compared to the estimated future undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss equal to the excess of the carrying value over the assets fair market value is recognized when the carrying amount exceeds the undiscounted cash flows. The impairment loss is recorded as an expense and a direct write-down of the asset. No impairment loss was recorded during the three or nine months ended September 30, 2022 and 2021. |
Common stock purchase warrants | Common stock purchase warrants The Company accounts for the common stock purchase warrants in accordance with the guidance contained in ASC 815-40, under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value in respect of each reporting period. This liability is subject to re-measurement at each balance sheet date until the Warrants are exercised, and any change in fair value is recognized in the statements of operations. |
Fair Value of Financial Instruments and Fair Value Measurements | Fair Value of Financial Instruments and Fair Value Measurements The Company adheres to ASC 820, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements; accordingly, the standard does not require any new fair value measurements of reported balances. ASC 820 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). ● Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company could access. ● Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. ● Level 3 inputs are unobservable inputs for the asset or liability, which is typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The fair value of the Company’s warrant and preferred investment liability recorded in the Company’s financial statements was determined using a Black-Scholes valuation methodology and the quoted price of the Company’s common stock in an active market, a Level 3 measurement. Volatility was based on the actual market activity of the Company for the period in which the Company was public and its peer group for the remaining period. The expected life was based on the remaining contractual term of the warrants, and the risk-free interest rate was based on the implied yield available on U.S. Treasury Securities with a maturity equivalent to the warrants’ expected life. The Company calculated the estimated fair value of warrants on the date of issuance and at each subsequent reporting date using the following assumptions: At September 30, 2022 At December 31, 2021 Risk-free interest rate 4.06%-4.25% 0.81% - 1.19% Contractual term 1.75-4.75 years 4.54 years Expected volatility 88% 88% Level 3 Fair Value Warrant and preferred investment option liability The table below provides a reconciliation of the balances for the warrant and preferred investment option liability which is measured at fair value using significant unobservable inputs (Level 3): Balance, January 1, 2022 $ 4,801,929 Fair Value of warrant and preferred investment option liability at issuance 33,098,789 Fair Value of warrant and preferred investment option liability upon exercise (9,610,346 ) Change in fair value of warrant and preferred investment option liability (23,111,029 ) Balance, September 30, 2022 $ 5,179,343 Balance, July 1, 2022 $ 2,960,853 Fair Value of warrant and preferred investment option liability at issuance 27,466,801 Fair Value of warrant and preferred investment option liability upon exercise (6,183,014 ) Change in fair value of warrant and preferred investment option liability (19,065,297 ) Balance, September 30, 2022 $ 5,179,343 |
Revenue Recognition | Revenue Recognition The Company recognizes revenues when product is delivered to the customer, and the ownership is transferred. The Company’s revenue recognition policy is based on the revenue recognition criteria established under the Financial Accounting Standards Board – Accounting Standards Codification 606 “Revenue From Contracts With Customers ” which has established a five-step process to govern contract revenue and satisfy each element as follows: (1) Identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when or as you satisfy a performance obligation. The Company records the revenue once all the above steps are completed. See Note 8 for further information on revenue recognition. |
Advertising | Advertising Advertising costs are expensed as incurred. Advertising expense totaled $514,615 and $2,618,475 for the three months ended September 30, 2022 and 2021, respectively. Advertising expense for the nine months ended September 30, 2022 and 2021, amounted to $2,805,812 and $6,844,886, respectively. |
Patents | Patents Legal fees and similar costs incurred relating to patents are capitalized and are amortized over their estimated useful life once determined. Such costs amounted to $1,276,207 and $615,439 as of September 30, 2022 and December 31, 2021, respectively and are included in other assets on the accompanying consolidated balance sheet. |
Research and development | Research and development Expenditures for research activities relating to patents and product development are charged to expense as incurred. Such expenditures amounted to $2,781,676, and $1,610,671 for the three months ended September 30, 2022 and 2021, respectively and $8,050,481, and $4,588,781 for the nine months ended September 30, 2022 and 2021, respectively. |
Income Taxes | Income Taxes The Company accounts for income taxes following the asset and liability method in accordance with ASC 740 “Income Taxes.” Under such method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The Company applies the accounting guidance issued to address the accounting for uncertain tax positions. This guidance clarifies the accounting for income taxes, by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements as well as provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company classifies interest and penalty expense related to uncertain tax positions as a component of income tax expense. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years that the asset is expected to be recovered or the liability settled. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the period in which related temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in its assessment of a valuation allowance. During 2020, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was passed, which temporarily removed 80% limitations on net operating loss carryforwards for the years 2019 and 2020. The Company adopted FASB ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting of Income Taxes” (“ASU 2019-12”), as of January 1, 2021. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance to improve consistent application. The adoption of this guidance did not have a material impact on its financial statements. |
Stock Based Compensation | Stock Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718-10, “ Share-Based Payment ,” which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options, restricted stock units, and employee stock purchases based on estimated fair values. In addition, as of January 1, 2020, the Company adopted Accounting Standards Update (“ASU”) 2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting . This ASU simplified aspects of share-based compensation issued to non-employees by making the guidance consistent with accounting for employee share-based compensation. The adoption of this guidance did not have a material impact on the financial statements. The Company estimates the fair value of stock options granted using the Black-Scholes option-pricing formula. This fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. The Company’s determination of fair value using an option-pricing model is affected by the stock price as well as assumptions regarding the number of highly subjective variables. The Company estimates volatility based upon the historical stock price of the comparable companies and estimates the expected term for employee stock options using the simplified method for employees and directors and the contractual term. The risk-free rate is determined based upon the prevailing rate of United States Treasury securities with similar maturities. The Company recognizes forfeitures as they occur rather than applying a prospective forfeiture rate in advance. |
Leases | Leases The Company accounts for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the condensed consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate which is consummate with the respective lease term. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset result in straight-line rent expense over the lease term. In calculating the right of use asset and lease liability, the Company elects to combine lease and non-lease components as permitted under ASC 842. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election and recognizes rent expense on a straight-line basis over the lease term. |
Loss Per Share | Loss per Share The Company computes net loss per share in accordance with ASC 260, “ Earnings per Share . ” ASC 260 requires presentation of both basic and diluted net earnings per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of warrants, convertible preferred stock and convertible debentures. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Net loss computation of basic and diluted net loss per common share: Net income ( loss ) $ 539,230 $ (9,094,707 ) $ (23,700,760 ) $ (22,570,791 ) Basic and diluted net income ( loss ) Basic net income ( loss ) $ 0.05 $ (11.18 ) $ (5.42 ) $ (37.36 ) Basic weighted average common shares outstanding 10,872,412 813,734 4,376,175 604,128 Diluted net income (l oss ) $ 0.03 $ (11.18 ) $ (5.42 ) $ (37.36 ) Diluted weighted average common shares outstanding 19,721,339 813,734 4,376,175 604,128 Potentially dilutive securities that are not included in the calculation of diluted net loss per share because their effect is anti-dilutive are as follows as of September 30, (in common equivalent shares): 2022 2021 Warrants and preferred investment options 8,847,473 281,929 Options and restricted stock units 1,354 1,354 Total anti-dilutive weighted average shares 8,848,827 283,283 |
No Segment Reporting | No Segment Reporting The Company operates one reportable segment referred to as the tools segment. A single management team that reports to the Chief Executive Officer comprehensively manages the business. Accordingly, the Company does not have separately reportable segments. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements As an emerging growth company, the Company has elected to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). In February 2016, the FASB issued ASU 2016-02, “ Leases (Topic 842).” The objective of this update is to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This ASU is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, and is to be applied utilizing a modified retrospective approach. The Company adopted this guidance as of January 1, 2022, and it did not have a material impact on the Company’s stockholders’ equity balance as of January 1, 2022. Due to this adoption of this guidance, the Company now recorded a right-of-use asset and lease liability on its consolidated balance sheet. As a result of the adoption of the new lease accounting guidance, the Company recognized on January 1, 2022 (a) a lease liability of $1,044,828, which represents the present value of the remaining lease payments of existing leases, discounted using the Company’s incremental borrowing rate of 4%, and (b) a right-of-use asset of $1,034,588, which represents the initial lease liability. In August 2020, the FASB issued “ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ ASU 2020-06 ”) which simplifies the accounting for convertible instruments. The guidance removes certain accounting models which separate the embedded conversion features from the host contract for convertible instruments. Either a modified retrospective method of transition or a fully retrospective method of transition was permissible for the adoption of this standard. Update No. 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company has adopted ASU 2020-06 as of January 1, 2022, and as a result no longer is required to analyze embedded conversion features for separation from its host contract in convertible instruments. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Fair Value of Warrants | The Company calculated the estimated fair value of warrants on the date of issuance and at each subsequent reporting date using the following assumptions: At September 30, 2022 At December 31, 2021 Risk-free interest rate 4.06%-4.25% 0.81% - 1.19% Contractual term 1.75-4.75 years 4.54 years Expected volatility 88% 88% |
Schedule of Warrants Liabilities Measured at Fair Value Using Significant Unobservable Inputs | The table below provides a reconciliation of the balances for the warrant and preferred investment option liability which is measured at fair value using significant unobservable inputs (Level 3): Balance, January 1, 2022 $ 4,801,929 Fair Value of warrant and preferred investment option liability at issuance 33,098,789 Fair Value of warrant and preferred investment option liability upon exercise (9,610,346 ) Change in fair value of warrant and preferred investment option liability (23,111,029 ) Balance, September 30, 2022 $ 5,179,343 Balance, July 1, 2022 $ 2,960,853 Fair Value of warrant and preferred investment option liability at issuance 27,466,801 Fair Value of warrant and preferred investment option liability upon exercise (6,183,014 ) Change in fair value of warrant and preferred investment option liability (19,065,297 ) Balance, September 30, 2022 $ 5,179,343 |
Schedule of Earnings Per Share | The Company computes net loss per share in accordance with ASC 260, “ Earnings per Share . ” ASC 260 requires presentation of both basic and diluted net earnings per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of warrants, convertible preferred stock and convertible debentures. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Net loss computation of basic and diluted net loss per common share: Net income ( loss ) $ 539,230 $ (9,094,707 ) $ (23,700,760 ) $ (22,570,791 ) Basic and diluted net income ( loss ) Basic net income ( loss ) $ 0.05 $ (11.18 ) $ (5.42 ) $ (37.36 ) Basic weighted average common shares outstanding 10,872,412 813,734 4,376,175 604,128 Diluted net income (l oss ) $ 0.03 $ (11.18 ) $ (5.42 ) $ (37.36 ) Diluted weighted average common shares outstanding 19,721,339 813,734 4,376,175 604,128 |
Schedule of Potential Dilutive Securities | Potentially dilutive securities that are not included in the calculation of diluted net loss per share because their effect is anti-dilutive are as follows as of September 30, (in common equivalent shares): 2022 2021 Warrants and preferred investment options 8,847,473 281,929 Options and restricted stock units 1,354 1,354 Total anti-dilutive weighted average shares 8,848,827 283,283 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment consist of the following: September 30, 2022 December 31, 2021 Furniture $ 2,050,942 $ 1,066,219 Computers 1,382,745 1,038,154 Production equipment 155,977 245,713 Tooling and molds 9,527,742 6,390,962 Auto 635,542 635,542 Application development 4,074,919 2,398,919 Website design 1,120,431 814,733 Steelbox 882,000 882,000 Leasehold improvements 4,920,504 2,862,079 Less: accumulated depreciation (6,071,966 ) (2,992,692 ) Property and Equipment, net $ 18,678,836 $ 13,341,629 |
Schedule of depreciation and captialized costs | Depreciation and capitalized costs with respect thereto consists of the following: Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Depreciation expense $ 1,164,689 $ 552,464 $ 3,103,204 $ 1,196,562 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
SCHEDULE OF SUPPLIEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASES | Supplemental balance sheet information related to leases is as follows as of September 30, 2022: Operating leases Right-of-use assets, net $ 4,678,336 Current liabilities 952,989 Non-current liabilities 3,723,851 Total operating lease liabilities $ 4,676,840 Weighted Average Remaining Lease Term 4.16 years Weighted Average Discount Rate 4 % |
SCHEDULE OF ANTICIPATED FUTURE LEASE COSTS | Anticipated future lease costs are as follows: For the years ending December 31, Building leases 2022 (remaining) $ 322,055 2023 960,276 2024 1,311,858 2025 1,140,177 2026 1,082,177 Thereafter 359,916 Total lease payments 5,176,459 Less: imputed interest (499,619 ) Present value of lease liabilities $ 4,676,840 |
CONCENTRATIONS (Tables)
CONCENTRATIONS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Risks and Uncertainties [Abstract] | |
Schedule of concentration risk percentage | Concentration of Customers For the three and nine months ended September 30, 2022 and 2021, respectively, the Company had the following concentrations of customers: Percentage of Percentage of revenues for the revenues for the Percentage of accounts Three Months Ended Nine Months Ended receivables as of September 30, September 30, September 30, December 31, 2022 2021 2022 2021 2022 2021 Customer 1 51 % 12 % 63 % 9 % 52 % 5 % Customer 2 15 % 10 % 11 % 9 % - % 33 % Customer 3 - % 15 % - % 16 % - % 6 % Customer 4 - % 35 % - % 36 % - % 8 % Customer 5 - % - % - % - % - % 11 % Concentration of Suppliers For the three and nine months ended September 30, 2022 and 2021, respectively, the Company had the following concentrations of suppliers: Percentage of Percentage of purchases for the purchases for the Percentage of accounts Three Months Ended Nine Months Ended payable as of September 30, September 30, September 30, December 31, 2022 2021 2022 2021 2022 2021 Supplier 1 12 % 29 % 5 % 33 % 15 % 24 % Supplier 2 1 2 % - % 6 % - % - % - % Supplier 3 1 1 % 4 % 4 % 14 % 9 % 3 % Supplier 4 - % 11 % - % 11 % 5 % 9 % Supplier 5 - % 10 % - % 5 % - % 8 % Supplier 6 - % - % - % - % 1 % - % |
Schedule of Geographical Distribution of Revenue Percentage | Geographic Concentration For the three and nine months ended September 30, 2022 and 2021, respectively, the Company had the following geographic concentrations: Percentage of Percentage of revenues for the revenues for the Percentage of accounts Three Months Ended Nine Months Ended receivables as of September 30, September 30, September 30, December 31, 2022 2021 2022 2021 2022 2021 Canada 2 % 3 % 3 % 4 % - % 4 % Europe 4 % 5 % 5 % 9 % 11 % 11 % United States of America 90 % 80 % 87 % 78 % 80 % 82 % Other 4 % 12 % 6 % 9 % 10 % 3 % |
NATURE OF OPERATIONS AND BASI_2
NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Apr. 30, 2022 | Apr. 25, 2022 | Apr. 15, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||||||
Reverse stock split, description | 1-for-150 | the Company effected a 1-for-150 reverse stock split (the “2022 Reverse Split”) of its issued and outstanding common stock. | the Company effected a 1-for-10 reverse stock split (the “Reverse Split”) of its issued and outstanding common stock. | |||||
Net income (loss) | $ 8,006,430 | $ (9,094,707) | $ (16,233,560) | $ (22,570,791) | ||||
Net cash used in operating activities | 30,295,137 | $ 45,708,621 | ||||||
Accumulated deficit | $ (121,891,339) | $ (121,891,339) | $ (98,287,890) |
SCHEDULE OF ESTIMATED FAIR VALU
SCHEDULE OF ESTIMATED FAIR VALUE OF WARRANTS (Details) | Sep. 30, 2022 yr | Dec. 31, 2021 yr |
Contractual term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 4.54 | |
Expected volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 88 | 88 |
Minimum [Member] | Risk-free interest rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 4.06 | 0.81 |
Minimum [Member] | Contractual term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 1.75 | |
Maximum [Member] | Risk-free interest rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 4.25 | 1.19 |
Maximum [Member] | Contractual term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 4.75 |
SCHEDULE OF RECONCILIATION OF B
SCHEDULE OF RECONCILIATION OF BALANCES FOR WARRANT LIABILITY (Details) - Warrant and preferred investment option liability - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Balance, January 1, 2022 | $ 2,960,853 | $ 4,801,929 |
Fair Value of warrant and preferred investment option liability at issuance | 27,466,801 | 33,098,789 |
Fair Value of warrant and preferred investment option liability upon exercise | (6,183,014) | (9,610,346) |
Change in fair value of warrant and preferred investment option liability | (19,065,297) | (23,111,029) |
Balance, September 30, 2022 | $ 5,179,343 | $ 5,179,343 |
SCHEDULE OF EARNING PER SHARE (
SCHEDULE OF EARNING PER SHARE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Accounting Policies [Abstract] | ||||||||
Net income (loss) attributable to common stockholders | $ 539,230 | $ (12,136,051) | $ (12,103,938) | $ (9,094,707) | $ (7,422,426) | $ (6,053,659) | $ (23,700,760) | $ (22,570,791) |
Basic net income (loss) per common share | $ 0.05 | $ (11.18) | $ (5.42) | $ (37.36) | ||||
Basic weighted average common shares outstanding | 10,872,412 | 813,734 | 4,376,175 | 604,128 | ||||
Diluted net income (loss) per common share | $ 0.03 | $ (11.18) | $ (5.42) | $ (37.36) | ||||
Diluted weighted average common shares outstanding | 19,721,339 | 813,734 | 4,376,175 | 604,128 |
SCHEDULE OF POTENTIAL DILUTIVE
SCHEDULE OF POTENTIAL DILUTIVE SECURITIES (Details) - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive weighted average shares | 8,848,827 | 283,283 |
Warrants and preferred investment options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive weighted average shares | 8,847,473 | 281,929 |
Options and Restricted Stock Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive weighted average shares | 1,354 | 1,354 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Jul. 11, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) SEGMENT | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Feb. 29, 2016 USD ($) | |
Property, Plant and Equipment [Line Items] | |||||||||
Cash equivalents | $ 0 | $ 0 | $ 0 | ||||||
Allowance for doubtful accounts | 0 | 0 | 0 | ||||||
Inventory reserves for obsolete | 0 | 0 | 0 | ||||||
Impairment loss | 0 | $ 0 | 0 | $ 0 | |||||
Advertising expenses | 514,615 | 2,618,475 | 2,805,812 | 6,844,886 | |||||
Legal fees | $ 50,000 | ||||||||
Research and Development Expense | 2,781,676 | 1,610,671 | $ 8,050,481 | 4,558,781 | |||||
Number of reportable segment | SEGMENT | 1 | ||||||||
Percentage of limitations on net operating loss carryforwards was removed according to CARES ACT | 80% | 80% | |||||||
Right-of-use asset | 4,678,336 | $ 4,678,336 | 0 | $ 1,034,588 | |||||
Lease liability | 4,676,840 | $ 4,676,840 | 4,676,840 | $ 1,044,828 | |||||
Furniture and Fixtures [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Estimated useful life of property plant and equipment | 5 years | ||||||||
Computer Equipment [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Estimated useful life of property plant and equipment | 3 years | ||||||||
Product Equipment Member [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Estimated useful life of property plant and equipment | 5 years | ||||||||
Transportation Equipment [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Estimated useful life of property plant and equipment | 5 years | ||||||||
Tools, Dies and Molds [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Estimated useful life of property plant and equipment | 3 years | ||||||||
Software Development [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Estimated useful life of property plant and equipment | 3 years | ||||||||
Web Design [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Estimated useful life of property plant and equipment | 4 years | ||||||||
Patents [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Legal fees | $ 1,276,207 | $ 615,439 | |||||||
Research and Development Expense | $ 2,781,676 | $ 1,610,671 | $ 8,050,481 | $ 4,588,781 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation | $ (6,071,966) | $ (2,992,692) |
Property and Equipment, net | 18,678,836 | 13,341,629 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 2,050,942 | 1,066,219 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 1,382,745 | 1,038,154 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 155,977 | 245,713 |
Tooling And Molds [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 9,527,742 | 6,390,962 |
Auto | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 635,542 | 635,542 |
Software and Software Development Costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 4,074,919 | 2,398,919 |
Website Design [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 1,120,431 | 814,733 |
Steel Box [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 882,000 | 882,000 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | $ 4,920,504 | $ 2,862,079 |
SCHEDULE OF DEPRECIATION AND CA
SCHEDULE OF DEPRECIATION AND CAPITALIZED COSTS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 1,164,689 | $ 552,464 | $ 3,103,204 | $ 1,196,562 |
SCHEDULE OF SUPPLIEMENTAL BALAN
SCHEDULE OF SUPPLIEMENTAL BALANCE SHEET INFORMATION RELATED TO LEASES (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Feb. 29, 2016 |
Supplemental Balance Sheet Information Related To Leases [Line Items] | |||
Right-of-use assets, net | $ 4,678,336 | $ 0 | $ 1,034,588 |
Current liabilities | 952,989 | 0 | |
Non-current liabilities | 3,723,851 | 0 | |
Present value of lease liabilities | $ 4,676,840 | $ 4,676,840 | $ 1,044,828 |
Weighted Average Remaining Lease Term | 4 years 1 month 28 days | ||
Weighted Average Discount Rate | 4% |
SCHEDULE OF ANTICIPATED FUTURE
SCHEDULE OF ANTICIPATED FUTURE LEASE COSTS (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Feb. 29, 2016 |
Commitments and Contingencies Disclosure [Abstract] | |||
2022 (remaining) | $ 322,055 | ||
2023 | 960,276 | ||
2024 | 1,311,858 | ||
2025 | 1,140,177 | ||
2026 | 1,082,177 | ||
Thereafter | 359,916 | ||
Total lease payments | 5,176,459 | ||
Less: imputed interest | (499,619) | ||
Present value of lease liabilities | $ 4,676,840 | $ 4,676,840 | $ 1,044,828 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Jan. 03, 2017 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Apr. 30, 2020 | |
Loss Contingencies [Line Items] | ||||||
Operating lease term | 5 years | |||||
Security deposit | $ 29,297 | |||||
Direct costs estimated percentage | 22.54% | |||||
Direct cost lease per month | $ 6,201 | |||||
Lease description | The lease commenced on December 1, 2019 with no rent due until April 1, 2020. From April 1, 2020 through March 31, 2025, base rent will be due on the first of each month in the amount of $25,200 escalating annually on December 1 of each year to $29,480 beginning December 1, 2023. The Company paid an initial amount of $68,128 comprising the rent for April 2020 | |||||
Operating lease rental expense | $ 233,200 | $ 211,672 | $ 691,107 | $ 650,605 | ||
Lease expired during the period | 2022-02 | |||||
CANADA | ||||||
Loss Contingencies [Line Items] | ||||||
Lease commence date for additional office space | Mar. 01, 2022 | |||||
Paycheck Protection Program [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Initial rent paid | $ 68,128 | |||||
April 1, 2020 through March 31, 2025 [Member] | Maximum [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Operating lease rental expense | $ 29,480 | |||||
April 1, 2020 through March 31, 2025 [Member] | Minimum [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Operating lease rental expense | 25,200 | |||||
February 28, 2027 [Member] | CANADA | ||||||
Loss Contingencies [Line Items] | ||||||
Operating lease rental expense | 16,250 | |||||
May 31, 2027 [Member] | CANADA | ||||||
Loss Contingencies [Line Items] | ||||||
Operating lease rental expense | $ 48,379 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 9 Months Ended | ||||||||
Oct. 07, 2022 | Apr. 30, 2022 | Apr. 25, 2022 | Feb. 28, 2022 | Jul. 11, 2021 | Apr. 15, 2020 | Sep. 14, 2018 | Apr. 12, 2018 | Sep. 30, 2022 | |
Loss Contingencies [Line Items] | |||||||||
Loss contingency, damages sought, value | $ 235,542 | ||||||||
Loss contingency, damages awarded, value | $ 160,000 | ||||||||
Number of shares issued | 306,866 | ||||||||
Loss contingency notice entry date served by plaintiffs | Apr. 17, 2018 | ||||||||
Loss contingency notice entry date received by defendants | Apr. 19, 2018 | ||||||||
Loss Contingency, Damages Paid, Value | $ 252,949 | ||||||||
Reverse stock split, description | 1-for-150 | the Company effected a 1-for-150 reverse stock split (the “2022 Reverse Split”) of its issued and outstanding common stock. | the Company effected a 1-for-10 reverse stock split (the “Reverse Split”) of its issued and outstanding common stock. | ||||||
Subsequent Event [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Loss contingency, allegations | In the complaint, the Plaintiff alleged a breach of the applicable Defendants’ fiduciary duties of loyalty, good faith, and due care owed to the Company and the shareholders of the Company, by negligently, willfully, recklessly and/or intentionally failing to perform their fiduciary duties primarily in connection with the Company’s registered direct offering of 2,500 shares of Series F preferred stock and 2,500 shares of Series G preferred stock in February 2022 and subsequent 1-for-150 reverse stock split effected in April 2022. | ||||||||
Series F Preferred Stock [Member] | Preferred Stock [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Number of shares issued | 2,500 | ||||||||
Series G Preferred Stock [Member] | Preferred Stock [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Number of shares issued | 2,500 | ||||||||
ToughBuilt Industries, Inc [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Loss contingency, damages sought, value | $ 7,080 | ||||||||
Loss contingency percentage of ownership interest to be awarded | 7% | ||||||||
Loss Contingency Damages Settled Through Issuance Of Shares | 2,509 | ||||||||
Minimum [Member] | Subsequent Event [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Loss contingency, damages sought, value | $ 10,000 |
SHORT-TERM LOAN PAYABLE (Detail
SHORT-TERM LOAN PAYABLE (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Short term debt | $ 1,390,833 | $ 0 |
Short-Term loan [Member] | ||
Short term debt | $ 1,669,000 | |
Short-term debt, terms | July 2023 | |
Short-term debt, interest | 7.99% |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||||||||||||||||||
Sep. 30, 2022 | Jul. 27, 2022 | Jun. 22, 2022 | Jun. 08, 2022 | Feb. 15, 2022 | Jul. 11, 2021 | Mar. 26, 2021 | Feb. 02, 2021 | Jan. 19, 2021 | Jun. 02, 2020 | Apr. 04, 2020 | Jan. 28, 2020 | Jan. 24, 2019 | Jul. 02, 2018 | Jan. 03, 2017 | Jan. 31, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2021 | Jul. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Nov. 20, 2020 | |
Class of Stock [Line Items] | |||||||||||||||||||||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | |||||||||||||||||||||
Preferred stock, shares authorized | 4,268 | 4,268 | 4,268 | 4,268 | |||||||||||||||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||
Preferred stock par value | $ 0.0001 | $ 1,000 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||
Number of shares issued | 306,866 | ||||||||||||||||||||||||
Stock issued during the period, value | $ 39,074,390 | ||||||||||||||||||||||||
Proceeds from issuance of stock | $ 4,205,000 | $ 36,259,050 | |||||||||||||||||||||||
Proceeds from issuance of common stock | $ 26,606,099 | $ 77,941,089 | |||||||||||||||||||||||
Number of warrants issued | 133 | 133 | 133 | 133 | |||||||||||||||||||||
Exercise price of warrants | $ 1.9 | $ 37.65 | $ 121.5 | $ 1.9 | $ 1.9 | ||||||||||||||||||||
Warrants to purchase common stock | 153,433 | ||||||||||||||||||||||||
Proceeds from warrants exercise | $ 5,978,067 | 5,412,540 | |||||||||||||||||||||||
Warrant offering price | $ 130.35 | ||||||||||||||||||||||||
Cash fee equal to gross proceeds | 7% | 7% | |||||||||||||||||||||||
Management fee equal to gross proceeds | 0.50% | 0.50% | |||||||||||||||||||||||
Placement agent expenses | $ 25,000 | ||||||||||||||||||||||||
Legal fee | 50,000 | ||||||||||||||||||||||||
Clearing fee | $ 15,950 | ||||||||||||||||||||||||
Description for market capitalization | common stock (which represents 6.0% of the shares sold to investors in the offering) at an exercise price equal to 125% of the offering price in the offering, or $162.94 (the “Placement Agent Warrants”). The Placement Agent Warrants are immediately exercisable until the fifth anniversary of the commencement of sales of the offering. | ||||||||||||||||||||||||
Offering price | $ 162.94 | ||||||||||||||||||||||||
Aggregate preferred stock issued | $ 5,000,000 | ||||||||||||||||||||||||
Total issuance costs | 795,000 | ||||||||||||||||||||||||
Initial fair value of warrants | $ 2,646,135 | ||||||||||||||||||||||||
Warrant issuance costs | $ 969,791 | $ 588,221 | 1,415,229 | 588,221 | |||||||||||||||||||||
Payment for the repurchase of warrants | $ 2,500,000 | 2,500,000 | 0 | ||||||||||||||||||||||
Warrant issuance cost | 275,130 | ||||||||||||||||||||||||
Common stock deemed dividend | $ 7,467,200 | $ 0 | $ 7,467,200 | $ 0 | |||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Proceeds from warrants exercise | $ 40,000,000 | ||||||||||||||||||||||||
2021 Offering Warrants [Member] | Warrant [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Financial liabilities at fair value | $ 1,841 | ||||||||||||||||||||||||
June Two Thousand And Twenty Two Prefunded Warrants [Member] | June Two Thousand And Twenty Two [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Common stock par value | $ 0.0001 | ||||||||||||||||||||||||
Placement Agent Warrants Two Thousand And Twenty Two [Member] | June Two Thousand And Twenty Two [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Number of warrants outstanding | 189,474 | 189,474 | 189,474 | ||||||||||||||||||||||
Class of warrants and rights outstanding | 189,474 | 189,474 | 189,474 | ||||||||||||||||||||||
Warrants and rights outstanding | $ 265,827 | $ 265,827 | $ 265,827 | ||||||||||||||||||||||
June Two Thousand And Twenty Two Warrants June Two Thousand And Twenty Two Prefunded Warrants And Placement Agent Warrants [Member] | June Two Thousand And Twenty Two [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Financial liabilities at fair value | $ 2,800,588 | ||||||||||||||||||||||||
Issuance costs relating to liability portion of warrants expensed | $ 454,867 | ||||||||||||||||||||||||
June Two Thousand And Twenty Two Warrants And June Two Thousand And Twenty Two Prefunded Warrants [Member] | June Two Thousand And Twenty Two [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Number of warrants outstanding | 5,000 | 5,000 | 5,000 | ||||||||||||||||||||||
Number of days notice to be given to the company to increase the beneficial ownership upto a certain threshold limit | 61 days | ||||||||||||||||||||||||
Class of warrants and rights outstanding | 5,000 | 5,000 | 5,000 | ||||||||||||||||||||||
Warrants and rights outstanding | $ 2,985,853 | $ 2,985,853 | $ 2,985,853 | ||||||||||||||||||||||
July Two Thousand Twenty Two Private Placement [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Warrants to purchase common stock | 700,000 | ||||||||||||||||||||||||
Class of warrant or right number warrants issued | 3,300,000 | ||||||||||||||||||||||||
Minimum [Member] | June Two Thousand And Twenty Two Warrants And June Two Thousand And Twenty Two Prefunded Warrants [Member] | June Two Thousand And Twenty Two [Member] | Before Exercise Of Warrants [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Ownership percentage | 4.99% | ||||||||||||||||||||||||
Minimum [Member] | June Two Thousand And Twenty Two Warrants And June Two Thousand And Twenty Two Prefunded Warrants [Member] | June Two Thousand And Twenty Two [Member] | After Exercise Of Warrants [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Ownership percentage | 9.99% | 9.99% | |||||||||||||||||||||||
2016 Equity Incentive Plan [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Unrecognized compensation expense | 0 | 0 | 0 | ||||||||||||||||||||||
2018 Equity Incentive Plan [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Unrecognized compensation expense | $ 0 | $ 0 | $ 0 | ||||||||||||||||||||||
2018 Equity Incentive Plan [Member] | January 1, 2021 [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Restricted stock units vesting term percentage | 33% | ||||||||||||||||||||||||
2018 Equity Incentive Plan [Member] | January 1, 2022 [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Restricted stock units vesting term percentage | 34% | ||||||||||||||||||||||||
2018 Equity Incentive Plan [Member] | January 1, 2023 [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Restricted stock units vesting term percentage | 33% | ||||||||||||||||||||||||
At The Market Offering Agreement [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Number of shares issued | 99,748 | 125,708 | |||||||||||||||||||||||
Proceeds from issuance of stock | $ 8,721,746 | ||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 16,200,000 | ||||||||||||||||||||||||
Second At The Market Offering Agreement [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Proceeds from issuance of stock | $ 100,000,000 | ||||||||||||||||||||||||
Offering price | $ 100,000,000 | ||||||||||||||||||||||||
Proceeds from issuance of common stock net of underwriting discounts and expenses | $ 24,602,110 | ||||||||||||||||||||||||
Exchange Agreement [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Exercise price of warrants | $ 0.05 | $ 150 | |||||||||||||||||||||||
Warrants expiration date | Aug. 20, 2024 | ||||||||||||||||||||||||
Warrants to purchase common stock | 3,833 | ||||||||||||||||||||||||
Engagement Letter [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Warrants to purchase common stock | 18,412 | ||||||||||||||||||||||||
TBLT Exchange Agreement [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Class of warrants or rights repurchased during the period units | 76,667 | ||||||||||||||||||||||||
Board of Directors [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Exercise price of options | $ 15,000 | ||||||||||||||||||||||||
Board of Directors [Member] | 2016 Equity Incentive Plan [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Maximum number of shares eligible to receive by employees | 83 | ||||||||||||||||||||||||
Number of options to purchase common stock | 83 | ||||||||||||||||||||||||
Options vesting term | 4 years | ||||||||||||||||||||||||
Percentage of vesting of options | 25% | ||||||||||||||||||||||||
Board of Directors [Member] | 2016 Equity Incentive Plan [Member] | Maximum [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Number of shares issued | 83 | ||||||||||||||||||||||||
Board of Directors [Member] | 2018 Equity Incentive Plan [Member] | Maximum [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Number of shares issued | 625 | ||||||||||||||||||||||||
Placement Agent Warrants [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Number of warrants issued | 165 | 10,000 | 165 | 165 | 9 | ||||||||||||||||||||
Exercise price of warrants | $ 1,500 | $ 7.5 | $ 1,500 | $ 1,500 | $ 18,000 | ||||||||||||||||||||
Placement Agent Warrants [Member] | Warrant [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Financial liabilities at fair value | $ 4,801,929 | $ 4,801,929 | $ 4,801,929 | $ 4,801,929 | |||||||||||||||||||||
Placement Agent Warrants One [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Number of warrants issued | 32 | 32 | 32 | ||||||||||||||||||||||
Exercise price of warrants | $ 18,000 | $ 18,000 | $ 18,000 | ||||||||||||||||||||||
Placement Agent Warrants Two [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Number of warrants issued | 133 | 133 | 133 | ||||||||||||||||||||||
Exercise price of warrants | $ 1,500 | $ 1,500 | $ 1,500 | ||||||||||||||||||||||
Class B Warrants [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Number of warrants issued | 177 | 177 | 177 | 177 | |||||||||||||||||||||
Exercise price of warrants | $ 18,000 | $ 18,000 | $ 18,000 | ||||||||||||||||||||||
Number of warrants outstanding | 177 | 177 | 177 | 177 | |||||||||||||||||||||
Class of warrants and rights outstanding | 177 | 177 | 177 | 177 | |||||||||||||||||||||
Series A Warrants and Series B Warrants [Member] | Investors [Member] | Exchange Agreement [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Warrants to purchase common stock | 283 | ||||||||||||||||||||||||
Proceeds from warrants exercise | $ 2,172,680 | ||||||||||||||||||||||||
Stock issuance cost | $ 159,958 | ||||||||||||||||||||||||
Series A Warrants and Series B Warrants One [Member] | Investors [Member] | Exchange Agreement [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Warrants to purchase common stock | 339 | ||||||||||||||||||||||||
Number of shares issued for exercise of warrants | 339 | ||||||||||||||||||||||||
Series A Warrants [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Number of warrants issued | 3,460 | 3,460 | 3,460 | 3,460 | |||||||||||||||||||||
Exercise price of warrants | $ 5,505 | $ 5,505 | $ 5,505 | ||||||||||||||||||||||
Number of warrants outstanding | 3,460 | 3,460 | 3,460 | 3,460 | |||||||||||||||||||||
Class of warrants and rights outstanding | 3,460 | 3,460 | 3,460 | 3,460 | |||||||||||||||||||||
Series A Warrant [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Warrants exercisable shares, description | Each warrant expires on the fifth anniversary of the original issuance date. | ||||||||||||||||||||||||
2020 Offering Warrants [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Number of warrants issued | 102,450 | 102,450 | 102,450 | 102,450 | |||||||||||||||||||||
Number of warrants outstanding | 102,450 | 102,450 | 102,450 | 102,450 | |||||||||||||||||||||
Warrants exercisable shares, description | the Company sold 138,000 warrants (each exercisable into 1 share of common stock for a total of 138,000 shares of common stock). | the Company sold 329,667 warrants (each exercisable into 1/20th of a share of common stock for a total of 16,483 shares of common stock). In the June 2, 2020 public offering, the Company sold 138,000 warrants (each exercisable into 1 share of common stock for a total of 138,000 shares of common stock). | |||||||||||||||||||||||
Number of warrants sold | 138,000 | 329,667 | |||||||||||||||||||||||
Number of warrants converted to common stock | 0 | ||||||||||||||||||||||||
Class of warrants and rights outstanding | 102,450 | 102,450 | 102,450 | 102,450 | |||||||||||||||||||||
Restricted Stock Units [Member] | 2018 Equity Incentive Plan [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Number of options to purchase common stock | 144,110 | ||||||||||||||||||||||||
Number of restricted stock units granted | 350 | ||||||||||||||||||||||||
2021 Offering Warrants [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Exercise price of warrants | $ 162.94 | ||||||||||||||||||||||||
Number of warrants outstanding | 153,433 | 153,433 | 153,433 | ||||||||||||||||||||||
Warrants to purchase common stock | 1 | 1 | |||||||||||||||||||||||
Number of warrants sold | 153,433 | ||||||||||||||||||||||||
Number of warrants converted to common stock | 18,412 | ||||||||||||||||||||||||
Percentage of exercise price over offering price | 125% | ||||||||||||||||||||||||
Class of warrants and rights outstanding | 153,433 | 153,433 | 153,433 | ||||||||||||||||||||||
Class of Warrant or Right, Date from which Warrants or Rights Exercisable | Jul. 15, 2022 | ||||||||||||||||||||||||
2021 Offering Warrants [Member] | Warrant [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Financial liabilities at fair value | $ 1,841 | $ 1,841 | $ 1,841 | ||||||||||||||||||||||
2021 Placement Agent Warrants [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Number of warrants issued | 153,433 | 153,433 | 153,433 | 18,412 | |||||||||||||||||||||
Number of warrants outstanding | 18,412 | ||||||||||||||||||||||||
Class of warrants and rights outstanding | 18,412 | ||||||||||||||||||||||||
Unregistered Warrants [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Exercise price of warrants | $ 37.65 | ||||||||||||||||||||||||
Warrants to purchase common stock | 125,000 | ||||||||||||||||||||||||
2022 Offering Warrants [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Number of warrants issued | 125,000 | 125,000 | 125,000 | ||||||||||||||||||||||
Number of warrants outstanding | 125,000 | 125,000 | 125,000 | ||||||||||||||||||||||
Warrants to purchase common stock | 1 | 1 | 1 | ||||||||||||||||||||||
Number of warrants sold | 125,000 | 3,157,895 | |||||||||||||||||||||||
Class of warrants and rights outstanding | 125,000 | 125,000 | 125,000 | ||||||||||||||||||||||
Class of Warrant or Right, Date from which Warrants or Rights Exercisable | Jul. 15, 2022 | ||||||||||||||||||||||||
2022 Offering Warrants [Member] | Warrant [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Financial liabilities at fair value | $ 2,646,135 | $ 2,646,135 | $ 2,646,135 | ||||||||||||||||||||||
2022 Placement Agent Warrants [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Number of warrants issued | 10,000 | 10,000 | 10,000 | 10,000 | |||||||||||||||||||||
Exercise price of warrants | $ 2.375 | $ 7.5 | $ 2.375 | $ 2.375 | |||||||||||||||||||||
Number of warrants outstanding | 10,000 | 10,000 | 10,000 | ||||||||||||||||||||||
Class of warrants and rights outstanding | 10,000 | 10,000 | 10,000 | ||||||||||||||||||||||
2022 Placement Agent Warrants [Member] | Warrant [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Financial liabilities at fair value | $ 47,115 | $ 47,115 | $ 47,115 | ||||||||||||||||||||||
2022 Placement Agent Warrants [Member] | Placement Agent Warrants Two Thousand And Twenty Two [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Number of warrants issued | 189,474 | 189,474 | 189,474 | ||||||||||||||||||||||
October 2016 Private Placement [Member] | Placement Agent Warrants [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Warrants expiration date | Oct. 17, 2021 | Oct. 17, 2021 | Oct. 17, 2021 | ||||||||||||||||||||||
August 2018 Financing [Member] | Placement Agent Warrants [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Warrants expiration date | Sep. 04, 2023 | Sep. 04, 2023 | Sep. 04, 2023 | ||||||||||||||||||||||
IPO [Member] | June Two Thousand And Twenty Two [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Common stock par value | $ 0.0001 | ||||||||||||||||||||||||
Number of shares issued | 772,157 | ||||||||||||||||||||||||
IPO [Member] | June Two Thousand And Twenty Two Warrants [Member] | Tranche One [Member] | June Two Thousand And Twenty Two [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Number of warrants issued | 772,157 | ||||||||||||||||||||||||
IPO [Member] | June Two Thousand And Twenty Two Warrants [Member] | Tranche Two [Member] | June Two Thousand And Twenty Two [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Exercise price of warrants | $ 1.9 | ||||||||||||||||||||||||
Class of warrants or rights number of securities covered by warrants or right | 772,157 | 772,157 | 772,157 | ||||||||||||||||||||||
IPO [Member] | June Two Thousand And Twenty Two Prefunded Warrants [Member] | June Two Thousand And Twenty Two Prefunded Warrants [Member] | June Two Thousand And Twenty Two [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Number of warrants issued | 2,385,738 | ||||||||||||||||||||||||
Exercise price of warrants | $ 1.8999 | ||||||||||||||||||||||||
Class of warrants or rights number of securities covered by warrants or right | 2,385,738 | 2,385,738 | 2,385,738 | ||||||||||||||||||||||
IPO [Member] | Placement Agent Warrants Two Thousand And Twenty Two [Member] | June Two Thousand And Twenty Two [Member] | HC Wain Right And Co LLC [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Exercise price of warrants | $ 2.375 | ||||||||||||||||||||||||
Cash fee equal to gross proceeds | 7% | ||||||||||||||||||||||||
Management fee equal to gross proceeds | 0.50% | ||||||||||||||||||||||||
Class of warrants or rights term | 5 years | ||||||||||||||||||||||||
Class of warrants or rights number of securities covered by warrants or right | 189,474 | ||||||||||||||||||||||||
IPO [Member] | June Two Thousand And Twenty Two Warrants June Two Thousand And Twenty Two Prefunded Warrants And Placement Agent Warrants [Member] | June Two Thousand And Twenty Two [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Class of warrants or rights excercised during the period units | 3,152,895 | ||||||||||||||||||||||||
IPO [Member] | June Two Thousand And Twenty Two Warrants And June Two Thousand And Twenty Two Prefunded Warrants [Member] | June Two Thousand And Twenty Two [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Exercise price of warrants | $ 1.9 | ||||||||||||||||||||||||
Class of warrants or rights term | 5 years | ||||||||||||||||||||||||
Class of warrants or rights number of securities covered by warrants or right | 3,157,895 | ||||||||||||||||||||||||
IPO [Member] | Common Stock And Warrants [Member] | June Two Thousand And Twenty Two [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Stock issuance cost | $ 881,000 | ||||||||||||||||||||||||
Sale of stock net consideration received on the transaction | $ 5,100,000 | ||||||||||||||||||||||||
Series D Preferred Stock [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Preferred stock, shares authorized | 5,775 | 5,775 | 5,775 | 5,775 | |||||||||||||||||||||
Preferred stock par value | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | |||||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | 0 | |||||||||||||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | 0 | |||||||||||||||||||||
Series E Non Convertible Preferred Stock [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Preferred stock, shares authorized | 15 | 15 | 15 | 15 | |||||||||||||||||||||
Preferred stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||
Stock issued during the period, value | $ 1,000,000 | ||||||||||||||||||||||||
Series E Preferred Stock [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Preferred stock, shares authorized | 15 | 15 | 15 | 15 | |||||||||||||||||||||
Preferred stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||
Preferred stock, shares outstanding | 9 | 9 | 9 | 9 | |||||||||||||||||||||
Preferred stock, shares issued | 9 | 9 | 9 | 9 | |||||||||||||||||||||
Series E Preferred Stock [Member] | Institutional Investor [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Number of shares issued | 9 | ||||||||||||||||||||||||
Series F Preferred Stock [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Preferred stock, shares authorized | 2,500 | 2,500 | 2,500 | 0 | |||||||||||||||||||||
Preferred stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||
Stock issued during period stock split | 2,500 | ||||||||||||||||||||||||
Issuance of common stock upon conversion of preferred stock | 83,334 | ||||||||||||||||||||||||
Conversion price | $ 30 | ||||||||||||||||||||||||
Preferred stock, shares outstanding | 2,500 | 2,500 | 2,500 | 0 | |||||||||||||||||||||
Preferred stock, shares issued | 2,500 | 2,500 | 2,500 | 0 | |||||||||||||||||||||
Series F Preferred Stock [Member] | 2022 Offering Warrants [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Offer of sale for shares | 2,500 | ||||||||||||||||||||||||
Series G Preferred Stock [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Preferred stock, shares authorized | 2,500 | 2,500 | 2,500 | 0 | |||||||||||||||||||||
Preferred stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||
Stock issued during period stock split | 2,500 | ||||||||||||||||||||||||
Issuance of common stock upon conversion of preferred stock | 83,334 | ||||||||||||||||||||||||
Conversion price | $ 30 | ||||||||||||||||||||||||
Preferred stock, shares outstanding | 2,500 | 2,500 | 2,500 | 0 | |||||||||||||||||||||
Preferred stock, shares issued | 2,500 | 2,500 | 2,500 | 0 | |||||||||||||||||||||
Series G Preferred Stock [Member] | 2022 Offering Warrants [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Offer of sale for shares | 2,500 | ||||||||||||||||||||||||
Series B Preferred Investment Options [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Stock issued during period, shares, conversion of units | 4,000,000 | ||||||||||||||||||||||||
Sale of stock, price per share | $ 5 | ||||||||||||||||||||||||
Series A Preferred Investment Options [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Exercise price of warrants | $ 6.25 | ||||||||||||||||||||||||
Stock issued during period, shares, conversion of units | 4,000,000 | ||||||||||||||||||||||||
PreFunded Warrant and associated and associated Series A Preferred Investment Option and Series B Preferred Investment Option [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Sale of stock, price per share | $ 4.9999 | ||||||||||||||||||||||||
July Two Thousand Twenty Two Placement Options [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Exercise price of warrants | $ 6.25 | ||||||||||||||||||||||||
Stock issuance cost | $ 1,800,150 | ||||||||||||||||||||||||
Stock issued during period, shares, conversion of units | 240,000 | ||||||||||||||||||||||||
Net proceed received | $ 18,200,000 | ||||||||||||||||||||||||
Series A and B Preferred Investment Options [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Number of warrants issued | 8,240,000 | 8,240,000 | 8,240,000 | ||||||||||||||||||||||
Exercise price of warrants | $ 5 | $ 5 | $ 5 | ||||||||||||||||||||||
Number of warrants outstanding | 8,240,000 | 8,240,000 | 8,240,000 | ||||||||||||||||||||||
Warrant issuance costs | $ 969,791 | ||||||||||||||||||||||||
Class of warrants and rights outstanding | 8,240,000 | 8,240,000 | 8,240,000 | ||||||||||||||||||||||
Common stock deemed dividend | $ 7,467,200 | ||||||||||||||||||||||||
Series A and B Preferred Investment Options [Member] | Warrant [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Fair Value of preferred investment option liability at issuance | $ 27,466,800 | $ 27,466,800 | 27,466,800 | ||||||||||||||||||||||
Series A and B Preferred Investment Options [Member] | July 2022 Preferred Investment Option [Member] | Warrant [Member] | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Fair Value of preferred investment option liability at issuance | $ 4,864,560 | $ 27,466,800 | $ 4,864,560 | $ 4,864,560 |
REVENUE RECOGNITION AND RESER_2
REVENUE RECOGNITION AND RESERVE FOR SALES RETURNS AND ALLOWANCES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Ceded Credit Risk [Line Items] | |||
Capitalized contracts costs incurred | $ 853,412 | ||
Revenue recognition reserve for sales returns and allowances | $ 13,000 | $ 13,000 | |
Revenue Benchmark [Member] | Minimum [Member] | Customer Concentration Risk [Member] | |||
Ceded Credit Risk [Line Items] | |||
Concentration risk, percentage | 2% | ||
Revenue Benchmark [Member] | Maximum [Member] | Customer Concentration Risk [Member] | |||
Ceded Credit Risk [Line Items] | |||
Concentration risk, percentage | 5% |
CONCENTRATIONS - Schedule of co
CONCENTRATIONS - Schedule of concentration risk percentage (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer One [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 51% | 12% | 63% | 9% | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 15% | 10% | 11% | 9% | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 0% | 15% | 0% | 16% | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer Four [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 0% | 35% | 0% | 36% | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer Five [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 0% | 0% | 0% | 0% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer One [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 52% | 5% | |||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 0% | 33% | |||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 0% | 6% | |||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Four [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 0% | 8% | |||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Five [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 0% | 11% | |||
Purchase [Member] | Supplier Concentration Risk [Member] | Supplier 1 [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 12% | 29% | 5% | 33% | |
Purchase [Member] | Supplier Concentration Risk [Member] | Supplier 2 [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 0% | 6% | 0% | ||
Purchase [Member] | Supplier Concentration Risk [Member] | Supplier 3 [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 4% | 4% | 14% | ||
Purchase [Member] | Supplier Concentration Risk [Member] | Supplier 4 [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 0% | 11% | 0% | 11% | |
Purchase [Member] | Supplier Concentration Risk [Member] | Supplier 5 [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 0% | 10% | 0% | 5% | |
Purchase [Member] | Supplier Concentration Risk [Member] | Supplier 6 [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 0% | 0% | 0% | 0% | |
Accounts Payable [Member] | Supplier Concentration Risk [Member] | Supplier 1 [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 15% | 24% | |||
Accounts Payable [Member] | Supplier Concentration Risk [Member] | Supplier 2 [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 0% | 0% | |||
Accounts Payable [Member] | Supplier Concentration Risk [Member] | Supplier 3 [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 9% | 3% | |||
Accounts Payable [Member] | Supplier Concentration Risk [Member] | Supplier 4 [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 5% | 9% | |||
Accounts Payable [Member] | Supplier Concentration Risk [Member] | Supplier 5 [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 0% | 8% | |||
Accounts Payable [Member] | Supplier Concentration Risk [Member] | Supplier 6 [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 1% | 0% |
CONCENTRATIONS - Schedule of Ge
CONCENTRATIONS - Schedule of Geographical Distribution of Revenue Percentage (Details) - Geographic Concentration Risk [Member] | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Canada [Member] | Revenue Benchmark [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 3% | 4% | |||
Canada [Member] | Accounts Receivable [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 4% | ||||
Europe [Member] | Revenue Benchmark [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 5% | 9% | |||
Europe [Member] | Accounts Receivable [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 11% | ||||
USA [Member] | Revenue Benchmark [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 80% | 78% | |||
USA [Member] | Accounts Receivable [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 82% | ||||
Other [Member] | Revenue Benchmark [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 12% | 9% | |||
Other [Member] | Accounts Receivable [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 3% |
CONCENTRATIONS (Details Narrati
CONCENTRATIONS (Details Narrative) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Concentration Risk [Line Items] | ||
Cash exceeds FDIC insured amounts | $ 1.1 | $ 7.2 |