Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 21, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-39223 | ||
Entity Registrant Name | Muscle Maker, Inc. | ||
Entity Central Index Key | 0001701756 | ||
Entity Tax Identification Number | 47-2555533 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 1751 River Run | ||
Entity Address, Address Line Two | Suite 200 | ||
Entity Address, City or Town | Fort Worth | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 76107 | ||
City Area Code | (832) | ||
Local Phone Number | 604-9568 | ||
Title of 12(b) Security | Common Stock, $0,0001 par value | ||
Trading Symbol | GRIL | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 28,773,335 | ||
Entity Common Stock, Shares Outstanding | 29,318,520 | ||
Documents Incorporated by Reference [Text Block] | None | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 6651 | ||
Auditor Name | Kreit & Chiu CPA LLP | ||
Auditor Location | New York, NY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash | $ 9,898,420 | $ 15,766,703 |
Accounts receivable, net of allowance for doubtful accounts of $23,400 and $23,693 as of December 31, 2022 and December 31, 2021, respectively | 134,914 | 155,167 |
Inventory | 297,178 | 258,785 |
Current portion of loans receivable, net of allowance of $— and $71,184 at December 31, 2022 and 2021, respectively | ||
Prepaid expenses and other current assets | 317,439 | 1,789,328 |
Total Current Assets | 10,647,951 | 17,969,983 |
Right to use assets | 2,432,894 | |
Property and equipment, net | 1,894,962 | 2,280,267 |
Goodwill | 2,626,399 | 2,626,399 |
Intangible assets, net | 4,610,856 | 6,387,464 |
Deposit on farmland | 4,914,191 | |
Security deposits and other assets | 102,273 | 167,770 |
Total Assets | 27,229,526 | 29,431,883 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 1,953,269 | 2,208,523 |
Accrued stock-based consulting expenses | 3,601,987 | |
Notes payable, current | 222,356 | 347,510 |
Operating lease liability, current | 560,444 | |
Deferred revenue, current | 95,392 | 49,728 |
Deferred rent, current | 36,800 | |
Other current liabilities | 181,615 | 286,088 |
Total Current Liabilities | 6,615,063 | 2,928,649 |
Notes payable, non-current | 758,822 | 1,005,027 |
Operating lease liability, non-current | 2,018,851 | |
Deferred revenue, non-current | 1,275,778 | 1,013,645 |
Deferred rent, non-current | 91,295 | |
Total Liabilities | 10,668,514 | 5,038,616 |
Commitments and Contingencies | ||
Stockholders’ Equity: | ||
Common stock, $0.0001 par value, 50,000,000 shares authorized, 29,287,212 and 26,110,268 shares issued and outstanding as of December 31, 2022, and December 31, 2021, respectively | 2,929 | 2,611 |
Additional paid-in capital | 95,913,147 | 95,760,493 |
Accumulated deficit | (79,355,064) | (71,369,837) |
Total Stockholders’ Equity | 16,561,012 | 24,393,267 |
Total Liabilities and Stockholders’ Equity | $ 27,229,526 | $ 29,431,883 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 23,400 | $ 23,693 |
Financing Receivable, Allowance for Credit Loss, Current | $ 0 | $ 71,184 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 29,287,212 | 26,110,268 |
Common stock, shares outstanding | 29,287,212 | 26,110,268 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues: | ||
Total revenues | $ 161,698,417 | $ 10,349,636 |
Restaurant operating expenses: | ||
Total commodity operating expenses | 146,037,204 | |
Total restaurant operating expenses | 11,270,052 | 9,055,119 |
Impairment of intangible asset | 347,110 | 1,139,908 |
Impairment of goodwill | 86,348 | |
Depreciation and amortization expenses | 2,015,048 | 1,206,505 |
Franchise advertising fund expenses | 80,536 | 188,539 |
Preopening expenses | 116,728 | 31,829 |
Post-closing expenses | 197,101 | |
Stock-based consulting expenses | 3,601,987 | |
Sales, general and administrative expenses | 6,149,801 | 8,088,682 |
Total costs and expenses | 169,815,567 | 19,796,930 |
Loss from operations | (8,117,150) | (9,447,294) |
Other Income: | ||
Other income / (expense) | 44,944 | (9,097) |
Interest expense, net | (6,730) | (69,514) |
Change in fair value of accrued compensation | 127,500 | |
Gain on debt extinguishment | 141,279 | 1,228,308 |
Total other income, net | 179,493 | 1,277,197 |
Loss Before Income Tax | (7,937,657) | (8,170,097) |
Income tax | 24,771 | 6,033 |
Net loss | $ (7,962,428) | $ (8,176,130) |
Net Loss Per Share: | ||
Basic and Diluted | $ (0.28) | $ (0.50) |
Weighted average Number of Common Shares Outstanding: | ||
Basic and Diluted | 28,558,586 | 16,467,393 |
Commodity Sales [Member] | ||
Revenues: | ||
Total revenues | $ 150,585,644 | |
Company Restaurant Net Sales [Member] | ||
Revenues: | ||
Total revenues | 10,300,394 | 9,320,920 |
Franchise Royalties and Fees [Member] | ||
Revenues: | ||
Total revenues | 726,854 | 778,181 |
Franchise Advertising Fund Contributions [Member] | ||
Revenues: | ||
Total revenues | 80,536 | 188,539 |
Other Revenue [Member] | ||
Revenues: | ||
Total revenues | 4,989 | 61,996 |
Commodity Cost [Member] | ||
Restaurant operating expenses: | ||
Total commodity operating expenses | 145,671,454 | |
Labor One [Member] | ||
Restaurant operating expenses: | ||
Total commodity operating expenses | 346,750 | |
Other Commodity Operating Expenses [Member] | ||
Restaurant operating expenses: | ||
Total commodity operating expenses | 19,000 | |
Food and Beverage Costs [Member] | ||
Restaurant operating expenses: | ||
Total restaurant operating expenses | 3,940,321 | 3,532,907 |
Labor Two [Member] | ||
Restaurant operating expenses: | ||
Total restaurant operating expenses | 3,844,140 | 1,917,979 |
Rent [Member] | ||
Restaurant operating expenses: | ||
Total restaurant operating expenses | 1,190,903 | 1,261,096 |
Other Restaurant Operating Expenses [Member] | ||
Restaurant operating expenses: | ||
Total restaurant operating expenses | $ 2,294,688 | $ 2,343,137 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance at Dec. 31, 2020 | $ 1,172 | $ 68,987,663 | $ (63,193,707) | $ 5,795,128 |
Beginning balance, shares at Dec. 31, 2020 | 11,725,764 | |||
Issuance of restricted stock | ||||
Issuance of restricted stock, shares | 1,200 | |||
Common stock issued in connection of the acquisition of SuperFit Foods on March 25, 2021 | $ 27 | 624,973 | 625,000 | |
Common stock issued in connection of the acquisition of SuperFit Foods on March 25, 2021, shares | 268,240 | |||
Common stock, pre-funded warrants and warrants issued in private placement on April 7, 2021, net of fees $790,000 | $ 125 | 9,181,224 | 9,181,349 | |
Common stock, pre-funded warrants and warrant issued in private placement on April 7, 2021, shares | 1,250,000 | |||
Common stock issued in connection of the acquisition of Pokemoto on May 14, 2021 | $ 88 | 1,249,912 | 1,250,000 | |
Common stock issued in connection of the acquisition of Pokemoto on May 14, 2021, shares | 880,282 | |||
Common stock, pre-funded warrants and warrants issued in private placement on November 22, 2021, net of fees $1,289,965 | $ 677 | 13,708,924 | 13,709,601 | |
Common stock, pre-funded warrants and warrant issued in private placement on November 22, 2021, shares | 6,772,000 | |||
Reconciliation for shares outstanding per transfer agent | $ 22 | 636,495 | 636,517 | |
Reconciliation for shares outstanding per transfer agent,shares | 221,783 | |||
Common stock issued as compensation to board of directors | $ 7 | 114,029 | 114,036 | |
Common stock issued as compensation to board of directors, shares | 73,941 | |||
Common stock issued as compensation for services | $ 86 | 1,326,941 | 1,327,027 | |
Common stock issued as compensation for services, shares | 852,500 | |||
Exercise of pre-funded warrants | $ 408 | 28,365 | 28,773 | |
Exercise of pre-funded warrants, shares | 4,075,337 | |||
Cancellation of share per agreement with shareholder | $ (1) | (99,999) | (100,000) | |
Cancellation of share per agreement with shareholder,Shares | (11,879) | |||
Common stock issued to investor | 1,540 | 1,540 | ||
Common stock issued to investor, shares | 1,100 | |||
Amortization of restricted common stock | 426 | 426 | ||
Net loss | (8,176,130) | (8,176,130) | ||
Ending balance at Dec. 31, 2021 | $ 2,611 | 95,760,493 | (71,369,837) | 24,393,267 |
Ending balance, shares at Dec. 31, 2021 | 26,110,268 | |||
Reconciliation for shares outstanding per transfer agent | ||||
Reconciliation for shares outstanding per transfer agent,shares | 30,910 | |||
Common stock issued as compensation to board of directors | $ 24 | 113,952 | 113,976 | |
Common stock issued as compensation to board of directors, shares | 243,345 | |||
Common stock issued as compensation for services | $ 7 | 17,545 | 17,552 | |
Common stock issued as compensation for services, shares | 35,000 | |||
Exercise of pre-funded warrants | $ 44 | 44 | ||
Exercise of pre-funded warrants, shares | 438,085 | |||
Net loss | (7,962,428) | (7,962,428) | ||
Cumulative effect of change in accounting principal | (22,799) | (22,799) | ||
Cash less exercise of pre-funded warrants | $ 241 | (241) | ||
Cashless exercise of pre-funded warrants shares | 2,409,604 | |||
Common stock issued as compensation for employment | $ 2 | 10,798 | 10,800 | |
Common stock issued as compensation to employment, shares | 20,000 | |||
Stock-based compensation – options | 10,600 | 10,600 | ||
Ending balance at Dec. 31, 2022 | $ 2,929 | $ 95,913,147 | $ (79,355,064) | $ 16,561,012 |
Ending balance, shares at Dec. 31, 2022 | 29,287,212 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) - USD ($) | Nov. 22, 2021 | Apr. 07, 2021 |
Statement of Stockholders' Equity [Abstract] | ||
Offering costs | $ 1,289,965 | $ 790,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities | ||
Net loss | $ (7,962,428) | $ (8,176,130) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 2,015,048 | 1,206,505 |
Stock-based compensation | 152,928 | 2,207,046 |
Gain on extinguishments of debt | (141,279) | (1,228,308) |
Impairment of intangible asset | 347,110 | 1,139,908 |
Impairment of goodwill | 86,348 | |
Stock-based consulting expenses | 3,601,987 | |
Change in fair value of compensation | (127,500) | |
Loss on disposal of assets | 274,097 | 193,405 |
Bad debt expense | (47,555) | 6,663 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (3,376) | (21,525) |
Inventory | (38,393) | (125,461) |
Prepaid expenses and other current assets | 1,471,889 | (1,748,425) |
Security deposits and other assets | 65,497 | (274) |
Accounts payable and accrued expenses | (132,985) | 622,828 |
Deferred rent | (128,095) | (3,081) |
Operating right of use asset and liability, net | 123,602 | |
Deferred revenue | 307,797 | (69,380) |
Other current liabilities | (104,473) | (355,330) |
Total adjustments | 7,763,799 | 1,783,419 |
Net cash used in operating activities | (198,629) | (6,392,711) |
Cash Flows from Investing Activities | ||
Deposit on farmland | (4,914,191) | |
Purchases of property and equipment | (596,611) | (262,019) |
Collections from loans receivable | 71,184 | 1,600 |
Net cash used in investing activities | (5,439,618) | (3,575,809) |
Cash Flows from Financing Activities | ||
Proceeds from Private Placement Offering, net of underwriter’s discount and offering costs of $2,079,965 | 22,890,950 | |
Proceeds from exercise of pre-funded warrants | 44 | 28,773 |
Cash paid-in connection with cancellation of shares | (100,000) | |
Repayments of notes payables | (230,080) | (1,280,432) |
Net cash (used in) / provided by financing activities | (230,036) | 21,539,291 |
Net (Decrease) / Increase in Cash | (5,868,283) | 11,570,771 |
Cash – beginning of period | 15,766,703 | 4,195,932 |
Cash – end of period | 9,898,420 | 15,766,703 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid for interest | 95,926 | 80,697 |
Cash paid for taxes | 26,567 | |
Supplemental Disclosures of Non-Cash Investing and Financing Activities | ||
Cash less exercise of pre-funded warrants | 241 | |
SuperFit Foods LLC [Member] | ||
Cash Flows from Investing Activities | ||
Cash paid-in connection with the acquisition of Pokemoto, net of cash acquired | (500,000) | |
Pokemoto LLC [Member] | ||
Cash Flows from Investing Activities | ||
Cash paid-in connection with the acquisition of Pokemoto, net of cash acquired | $ (2,815,390) |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Private Placement [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Offering cost | $ 2,079,965 |
BUSINESS ORGANIZATION AND NATUR
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS | NOTE 1 – BUSINESS ORGANIZATION AND NATURE OF OPERATIONS Muscle Maker, Inc. (“MMI”), a Nevada corporation was incorporated in Nevada on October 25, 2019. MMI was a wholly owned subsidiary of Muscle Maker, Inc (“MMI-Cal”), a California corporation incorporated on December 8, 2014, but the two merged on November 13, 2019, with MMI as the surviving entity. MMI wholly owns Muscle Maker Development, LLC (“MMD”), Muscle Maker Corp, LLC (“MMC”) and Muscle Maker USA, Inc (“Muscle USA”). MMD was formed on July 18, 2017, in the State of Nevada for the purpose of running our existing franchise operations and continuing to franchise the Muscle Maker Grill name and business system to qualified franchisees. MMC was formed on July 18, 2017, in the State of Nevada for the purpose of developing new corporate stores and operating new and existing corporate stores of MMI. Muscle USA was formed on March 14, 2019, in the State of Texas for the purpose of opening additional new corporate stores. Muscle Maker Development International LLC, a directly wholly owned subsidiary of MMI, which was formed in Nevada on November 13, 2020, to franchise the Muscle Maker Grill name and business system to qualified franchisees internationally. MMI is the owner of the trade name and service mark Muscle Maker Grill ® ® ® ® Muscle Maker Grill is a fast-casual restaurant concept that specializes in preparing healthy-inspired, high-quality, fresh, made-to-order lean, protein-based meals featuring chicken, seafood, pasta, hamburgers, wraps and flat breads. In addition, our restaurants feature freshly prepared entrée salads and an appealing selection of sides, protein shakes and fruit smoothies. Muscle Maker Grill operates in the fast-casual restaurant segment. On March 25, 2021, MMI acquired the assets of SuperFit Foods, a subscription based fresh-prepared meal prep business located in Jacksonville, Florida. With this acquisition, we are also the owner of the trade name SuperFit Foods that we use in connection with the operations of SuperFit Foods. SuperFit Foods is differentiated from other meal prep services by allowing customers in the Jacksonville Florida market to order online via the Company’s website or mobile app and pick up their fully prepared meals from 34 Company-owned coolers located in gyms and wellness centers. On May 14, 2021, MMI acquired PKM Stamford, LLC, Poke Co., LLC, LB Holdings LLC, TNB Holdings, LLC, Poke Co Holdings LLC, GLL Enterprises, LLC, and TNB Holdings II, LLC, each a Connecticut limited liability company (collectively, Pokemoto”), a healthier modern culinary twist on the traditional Hawaiian poke classic. Pokemoto had, at acquisition, 14 locations in four states – Connecticut, Rhode Island, Massachusetts, and Georgia and offers up chef-driven contemporary flavors with fresh delectable and healthy ingredients such as Atlantic salmon, sushi-grade tuna, fresh mango, roasted cashews and black caviar tobiko that appeals to foodies, health enthusiasts, and sushi-lovers everywhere. The colorful dishes and modern chic dining rooms provide an uplifting dining experience for guests of all ages. Customers can dine in-store or order online via third party delivery apps for contactless delivery. Pokemoto Orange Park FL LLC and Pokemoto Kansas LLC (included in “Pokemoto”) were formed in 2022 for the purposes of developing new corporate Pokemoto stores. On October 19, 2022, MMI formed Sadot LLC, a Delaware limited liability company and a wholly owned subsidiary of MMI. Sadot is focused on international food commodity shipping, farming, sourcing and production of key ingredients such as soy meal, corn, wheat, food oils, etc. A typical shipment contains 25,000 to 75,000 metric tons of product, although some transactions can be smaller. Sadot was formed as part of the Company’s diversification strategy to own and operate, through its subsidiaries, the business lines throughout the whole spectrum of the food chain. MMI and its subsidiaries are hereinafter referred to as the “Company”. As of December 31, 2022, MMI consisted of five operating segments: ● Muscle Maker Grill Restaurant Division ● Pokemoto Hawaiian Poke Restaurant Division ● Non-Traditional (Hybrid) Division ● SuperFit Foods Meal Prep Division ● Sadot Division MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Non-Traditional (Hybrid) Division is a combination of the aforementioned brands and provides its own unique experience for the consumer. Non-Traditional (Hybrid) locations are designed for unique locations such as universities and military bases. The Company operates under the name Muscle Maker Grill, Pokemoto, SuperFit Foods and Sadot and is a franchisor and owner operator of Muscle Maker Grill restaurants, Pokemoto restaurants, SuperFit Foods Meal Prep and Sadot. As of December 31, 2022, the Company’s restaurant and meal prep system included 19 Company-owned restaurants, 25 franchise restaurants and 34 SuperFit Foods pick up locations. As of December 31, 2022, the Company has franchise agreements for 46 Pokemoto franchises that have sold but have not opened. Liquidity Our primary source of liquidity is cash on hand. As of December 31, 2022, the Company had a cash balance, a working capital surplus and an accumulated deficit of $ 9,898,420 4,032,888 79,355,064 7,937,657 198,629 |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The accompanying Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries and majority-owned subsidiary. Any intercompany transactions and balances have been eliminated in consolidation. Reclassifications Certain prior year balances have been reclassified in order to conform to current year presentation. These reclassifications have no effect on the previously reported results of operations or loss per share. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Significant estimates include: ● the assessment of recoverability of long-lived assets, including property and equipment, goodwill and intangible assets; ● the estimated useful lives of intangible and depreciable assets; ● estimates and assumptions used to value warrants and options; ● the recognition of revenue; and ● the recognition, measurement and valuation of current and deferred income taxes. MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Estimates and assumptions are periodically reviewed, and the effects of any material revisions are reflected in the financial statements in the period that they are determined to be necessary. Actual results could differ from those estimates and assumptions. Cash and Cash Equivalents The Company considers all highly-liquid instruments with an original maturity of three months or less when purchased to be cash equivalents. There were no Inventory Inventories, which are stated at the lower of cost or net realizable value, consist primarily of perishable food items and supplies. Cost is determined using the first-in, first-out method. Deposit on Farmland Deposit on farmland consists of funds paid as a deposit with the intent to acquire farmland in Africa by our Sadot subsidiary. As of December 31, 2022, the Company recorded a deposit of $ 4,914,191 Property and Equipment Property and equipment are stated at cost less accumulated Depreciation and amortization expenses. Major improvements are capitalized, and minor replacements, maintenance and repairs are charged to expense as incurred. Depreciation and amortization expenses are calculated on the straight-line basis over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the estimated useful life or the lease term of the related asset. The estimated useful lives are as follows: SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT Furniture and equipment 3 7 Leasehold improvements 1 11 Intangible Assets The Company accounts for recorded intangible assets in accordance with the Accounting Standards Codification (“ASC’) 350 “Intangibles – Goodwill and Other”. In accordance with ASC 350, the Company does not amortize intangible assets having indefinite useful lives. The Company’s trademark – Muscle Maker had an indefinite life as of December 31, 2021. The Company determined that as of January 1, 2022, – the trademark – Muscle Maker had a finite life of 3 years and will be amortizing the value over the new estimated life. The Company’s goodwill has an indefinite life and is not amortized, but are evaluated for impairment at least annually, or more often whenever changes in facts and circumstances may indicate that the carrying value may not be recoverable. ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment). Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgment is required to estimate the fair value of reporting units which includes estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value and/or goodwill impairment. The useful lives of the Company’s intangible assets are: SCHEDULE OF OTHER INTANGIBLE ASSETS USEFUL LIVES Franchisee agreements 13 Franchise license 10 Trademarks 3 5 Domain name, Customer list and Proprietary recipes 3 7 Non-compete agreements 2 3 MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Impairment of Long-Lived Assets When circumstances, such as adverse market conditions, indicate that the carrying value of a long-lived asset may be impaired, the Company performs an analysis to review the recoverability of the asset’s carrying value, which includes estimating the undiscounted cash flows (excluding interest charges) from the expected future operations of the asset. These estimates consider factors such as expected future operating income, operating trends and prospects, as well as the effects of demand, competition and other factors. If the analysis indicates that the carrying value is not recoverable from future cash flows, an impairment loss is recognized to the extent that the carrying value exceeds the estimated fair value. Any impairment losses are recorded as operating expenses, which reduce net income. Convertible Instruments The Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for in accordance with Topic 815 of the Financial Accounting Standards Board (“FASB”). If the instrument is determined not to be a derivative liability, the Company then evaluates for the existence of a beneficial conversion feature by comparing the market price of the Company’s common stock as of the commitment date to the effective conversion price of the instrument. As of December 31, 2022 and 2021, the Company deemed the conversion feature was not required to be bifurcated and recorded as a derivative liability. Revenue Recognition The Company’s revenues consist of Commodity sales, Restaurant sales, Franchise royalties and fees, Franchise advertising fund contributions, and Other revenues. The Company recognized revenues according to Topic 606 of FASB, “Revenue from Contracts with Customers”. Under the guidance, revenue is recognized in accordance with a five-step revenue model, as follows: (1) identifying the contract with the customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to the performance obligations; and (5) recognizing revenue when (or as) the entity satisfies a performance obligation. In applying this five-step model, we made significant judgments in identifying the promised goods or services in our contracts with franchisees that are distinct, and which represent separate performance obligations. Commodity Sales Commodity sale revenue is generated by our Sadot subsidiary and is recognized when the commodity is delivered as evidenced by the bill of lading and the invoice is prepared and submitted to the customer. During the year ended December 31, 2022, the Company recorded Commodity sales revenues of $ 150,585,644 Restaurant Sales Retail store revenue at Company-operated restaurants is recognized when payment is tendered at the point of sale, net of sales tax, discounts and other sales related taxes. The Company recorded retail store revenues of $ 10,300,394 9,320,920 The Company sells gift cards which do not have an expiration date, and it does not deduct dormancy fees from outstanding gift card balances. The Company recognizes revenues from gift cards as restaurant revenues once the Company performs its obligation to provide food and beverage to the customer simultaneously with the redemption of the gift card or through gift card breakage, as discussed in Other revenues below. MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Franchise Royalties and Fees Franchise revenues consists of royalties, initial franchise fees and rebates. Royalties are based on a percentage of franchisee net sales revenue. The Company recognizes the royalties as the underlying sales occur. The Company recorded revenue from royalties of $ 485,316 434,849 The Company provides the franchisees with management expertise, training, pre-opening assistance, and restaurant operating assistance in exchange for the multi-unit development fees and initial franchise fees. The Company capitalizes these fees upon collection from the franchisee. These initial fees are then recognized as franchise fee revenue on a straight-line basis over the life of the related franchise agreements and any exercised renewal periods. Cash payments are due upon the execution of the related franchise agreement. The Company’s performance obligation with respect to franchise fee revenues consists of a license to utilize the Company’s brand for a specified period of time, which is satisfied equally over the life of each franchise agreement. If a franchise location closes or a franchise agreement is terminated for any reason, the unrecognized revenue will be recognized in full at that time. The Company recorded revenue from initial franchise fees of $ 117,205 263,215 The Company has supply agreements with certain food and beverage vendors. Pursuant to the terms of these agreements, rebates are provided to the Company based upon the dollar volume of purchases for all company-owned and franchised restaurants from these vendors. Rebates earned on purchases by franchise stores are recorded as revenue during the period in which the related food and beverage purchases are made. The Company recorded revenue from rebates of $ 124,333 80,117 Franchise Advertising Fund Contributions Under the Company’s franchise agreements, the Company and its franchisees are required to contribute a certain percentage of revenues to a national advertising fund. The Company’s national advertising services are provided on a system-wide basis and therefore, not considered distinct performance obligations for individual franchisees. In accordance with Topic 606, the Company recognizes these sales-based advertising contributions from franchisees as franchise revenue when the underlying franchisee Company incurs the corresponding advertising expense. The Company records the related advertising expenses as incurred under Sales, general and administrative expenses. When an advertising contribution fund is over-spent at year-end, advertising expenses will be reported on the Consolidated Statement of Operations in an amount that is greater than the revenue recorded for advertising contributions. Conversely, when an advertising contribution fund is under-spent at a year-end, the Company will accrue advertising costs up to advertising contributions recorded in revenue. The Company recorded contributions from franchisees of $ 80,536 188,539 Other Revenues Gift card breakage is recognized when the likelihood of a gift card being redeemed by the customer is remote and the Company determines there is not a legal obligation to remit the unredeemed gift card balance to the relevant jurisdiction. The determination of the gift card breakage rate is based upon the Company’s specific historical redemption patterns. Gift card liability is recorded in other current liabilities on the Consolidated Balance Sheets. The Company recorded $ 4,989 61,996 MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Deferred Revenue Deferred revenue primarily includes initial franchise fees received by the Company, which are being amortized over the life of the Company’s franchise agreements. Deferred revenue is recognized in income over the life of the franchise agreements. If a franchise location closes or a franchise agreement is terminated for any reason, the remaining deferred revenue will be recognized in full at that time. Stock-Based Consulting Expense Stock-based consulting expense are related to consulting fees due to Aggia for Sadot operations. Based on the servicing agreement with Aggia, the consulting fees are calculated at approximately 80 3,601,987 Advertising Advertising costs are charged to expense as incurred. Advertising costs were $ 346,932 244,186 168,574 137,054 178,358 107,122 Net Loss per Share Basic loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding, plus the impact of potential common shares, if dilutive, resulting from the exercise of warrants, options or the conversion of convertible notes payable. The following securities are excluded from the calculation of weighted average diluted common shares at December 31, 2022 and 2021, respectively, because their inclusion would have been anti-dilutive: SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE December 31, 2022 2021 Warrants 18,033,640 20,284,016 Options 412,500 100,000 Convertible debt 23,559 32,350 Total potentially dilutive shares 18,469,699 20,416,366 Major Vendor The Company engages various vendors to distribute food products to their Company-owned restaurants. Purchases from the Company’s largest supplier totaled 33 54 Fair Value of Financial Instruments The Company measures the fair value of financial assets and liabilities based on the guidance of the FASB Accounting ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”). MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets or liabilities. Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value measurement. The carrying amounts of accrued liabilities approximate fair value due to the short-term nature of these instruments. The carrying amounts of our short–term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates, taken together with other features such as concurrent issuance of common stock and warrants, are comparable to rates of returns for instruments of similar credit risk. See Note 17 – Equity – Warrant and Options Valuation for details related to accrued compensation liability being fair valued using Level 1 inputs. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Under ASC 740, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities and net operating loss and credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to impact taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Tax benefits claimed or expected to be claimed on a tax return are recorded in the Company’s financial statements. A tax benefit from an uncertain tax position is only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Uncertain tax positions have had no impact on the Company’s financial condition, results of operations or cash flows. The Company does not expect any significant changes in its unrecognized tax benefits within years of the reporting date. The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as Sales, general and administrative expenses in the Consolidated Statements of Operations. Stock-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally recorded on the grant date and re-measured on financial reporting dates and vesting dates until the service period is complete. The fair value amount of the award is then recognized over the period services are required to be provided in exchange for the award, usually the vesting period. MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Recent Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), which requires companies to recognize lease liabilities and corresponding right-of-use leased assets on the Balance Sheets and to disclose key information about leasing arrangements. Qualitative and quantitative disclosures will be enhanced to better understand the amount, timing, and uncertainty of cash flows arising from leases. ASU No. 2016-02 is effective for annual periods beginning after December 15, 2021, with early adoption permitted. Additionally, in 2018 and 2019, the FASB issued the following Topic 842–related ASUs: ● ASU 2018-01, Land Easement Practical Expedient for Transition to Topic 842, which clarifies the applicability of Topic 842 to land easements and provides an optional transition practical expedient for existing land easements; ● ASU 2018-10, Codification Improvements to Topic 842, Leases, which makes certain technical corrections to Topic 842; ● ASU 2018-11, Leases (Topic 842): Targeted Improvements, which allows companies to adopt Topic 842 without revising comparative period reporting or disclosures and provides an optional practical expedient to lessors to not separate lease and non-lease components of a contract if certain criteria are met; and ● ASU 2019-01, Leases (Topic 842): Codification Improvements, which provides guidance for certain lessors on determining the fair value of an underlying asset in a lease and on the cash flow statement presentation of lease payments received; ASU No. 2019-01 also clarifies disclosures required in interim periods after adoption of ASU No. 2016-02 in the year of adoption. The Company adopted Topic 842 as of January 1, 2022 and recognized a cumulative-effect adjustment to the opening balance of accumulated deficit of $ 15,010 7,789 22,799 In October 2021, the FASB issued ASU 2021-08 Business Combinations (“Topic 805”): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The ASU requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, “Revenue from Contracts with Customers”, as if it had originated the contracts. Under the current business combinations guidance, such assets and liabilities were recognized by the acquirer at fair value on the acquisition date. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. The adoption of this guidance did not have a material impact on the Company’s Consolidated Financial Statements and related disclosures. Subsequent Events The Company evaluated events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation and transactions, the Company did not identify any subsequent events that would have required adjustment or disclosure in the Financial Statements, except as disclosed in Note 18 – Subsequent Events. |
LOANS RECEIVABLE
LOANS RECEIVABLE | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
LOANS RECEIVABLE | NOTE 3 – LOANS RECEIVABLE The Company had no loan receivable balance at December 31, 2022 and 2021. Loans receivable includes loans to franchisees totaling, in the aggregate, net of reserves for uncollectible loans. There were no 71,184 |
PREPAID EXENSES AND OTHER CURRE
PREPAID EXENSES AND OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXENSES AND OTHER CURRENT ASSETS | NOTE 4 – PREPAID EXENSES AND OTHER CURRENT ASSETS At December 31, 2022 and 2021, the Company’s prepaid expenses and other current assets consists of the following: SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS December 31, December 31, 2022 2021 Prepaid expenses $ 89,197 $ 83,975 Preopening expenses — 602 Other receivables 228,242 1,704,751 Prepaid and Other Current Assets $ 317,439 $ 1,789,328 MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Included in prepaid and other current assets is a receivable of $ 228,242 1,704,751 |
DEPOSIT ON FARMLAND
DEPOSIT ON FARMLAND | 12 Months Ended |
Dec. 31, 2022 | |
DEPOSIT ON FARMLAND | NOTE 5 – DEPOSIT ON FARMLAND At December 31, 2022, the Company’s deposit on farmland balance was $ 4,914,191 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 6 – PROPERTY AND EQUIPMENT, NET As of December 31, 2022, and 2021, Property and equipment consist of the following: SCHEDULE OF PROPERTY AND EQUIPMENT, NET December 31, December 31, 2022 2021 Furniture and equipment $ 1,266,008 $ 1,397,098 Vehicles 55,000 55,000 Leasehold improvements 2,061,888 1,981,019 Construction in process 5,000 — Property and equipment, gross 3,387,896 3,433,117 Less: accumulated depreciation (1,492,934 ) (1,152,850 ) Property and equipment, net $ 1,894,962 $ 2,280,267 Depreciation expense amounted to $ 585,550 565,599 519,563 347,658 274,098 193,405 245,465 154,253 |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS, NET | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS, NET | NOTE 7 – GOODWILL AND OTHER INTANGIBLE ASSETS, NET The Company’s intangible assets include trademarks, franchisee agreements, franchise license, domain names, customer list, proprietary recipes and non-compete agreements. The Company’s trademark – Muscle Maker had an indefinite life as of December 31, 2021. The Company determined that as of January 1, 2022, the trademark – Muscle Maker had a finite life of 3 years and will be amortizing the value over the new estimate life. The other intangible assets are amortized over useful lives ranging from 2 13 MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS A summary of the intangible assets is presented below: SCHEDULE OF INTANGIBLE ASSETS Intangible Assets Intangible Acquisitions Impairment of intangible assets Amortization expense Intangible Acquisitions Impairment of intangible assets Amortization expense Intangible Trademark Muscle Maker Grill $ 669,992 $ — $ (347,110 ) $ (508,551 ) $ 1,525,653 $ — $ (998,347 ) $ — $ 2,524,000 Franchise Agreements 135,659 — — (26,780 ) 162,439 — (141,561 ) (50,278 ) 354,278 Trademark SuperFit 29,080 — — (8,995 ) 38,075 45,000 — (6,925 ) — Domain Name SuperFit 80,778 — — (24,986 ) 105,764 125,000 — (19,236 ) — Customer List SuperFit 90,470 — — (27,985 ) 118,455 140,000 — (21,545 ) — Proprietary Recipes SuperFit 103,396 — — (31,982 ) 135,378 160,000 — (24,622 ) — Non-Compete Agreement SuperFit 106,751 — — (86,588 ) 193,339 260,000 — (66,661 ) — Trademark Pokemoto 117,881 — — (34,981 ) 152,862 175,000 — (22,138 ) — Franchisee License Pokemoto 2,322,125 — — (277,348 ) 2,599,473 2,775,000 — (175,527 ) — Proprietary Recipes Pokemoto 866,614 — — (161,302 ) 1,027,916 1,130,000 — (102,084 ) — Non-Compete Agreement Pokemoto 88,110 — — (240,000 ) 328,110 480,000 — (151,890 ) — $ 4,610,856 $ — $ (347,110 ) $ (1,429,498 ) $ 6,387,464 $ 5,290,000 $ (1,139,908 ) $ (640,906 ) $ 2,878,278 Amortization expense related to intangible assets was $ 1,429,498 640,906 The estimated future amortization expense is as follows: SCHEDULE OF FUTURE AMORTIZATION EXPENSE For the year ended December 31, 2023 2024 2025 2026 2027 Thereafter Total Trademark Muscle Maker Grill $ 334,997 $ 334,996 $ — $ — $ — $ — $ 669,992 Franchise Agreements 26,780 26,853 26,780 26,780 26,780 1,686 135,659 Trademark SuperFit 8,995 9,020 8,995 2,070 — — 29,080 Domain Name SuperFit 24,986 25,055 24,986 5,751 — — 80,778 Customer List SuperFit 27,985 28,061 27,985 6,439 — — 90,470 Proprietary Recipes SuperFit 31,982 32,071 31,982 7,361 — — 103,396 Non-Compete Agreement SuperFit 86,588 20,163 — — — — 106,751 Trademark Pokemoto 34,981 35,077 34,981 12,842 — — 117,881 Franchisee License Pokemoto 277,348 278,108 277,348 277,348 277,348 934,625 2,322,125 Proprietary Recipes Pokemoto 161,303 161,744 161,303 161,303 161,303 59,658 866,614 Non-Compete Agreement Pokemoto 88,110 — — — — — 88,110 Total $ 1,104,055 $ 1,124,702 $ 594,359 $ 499,893 $ 465,430 $ 995,972 $ 4,610,856 The Company sustained operating and cash flow losses from inception which formed a basis for performing an impairment test of its Intangible Assets. The Company performed a recoverability test on the Company’s intangible assets based on its projected future undiscounted cash flows. As a result of a failed recoverability test the Company proceeded to measure the fair value of those assets based on the future discounted cash flows and recorded an impairment charge in the aggregate amount of $ 347,110 1,139,908 MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS A summary of the goodwill assets is presented below: SCHEDULE OF GOODWILL ASSETS Goodwill Muscle Maker Grill Pokemoto SuperFit Food Total Goodwill, net at January 1, 2021 $ 656,348 $ — $ — $ 656,348 Acquisitions — 1,798,399 258,000 2,056,399 Impairment of goodwill (86,348 ) — — (86,348 ) Goodwill, net at December 31, 2021 $ 570,000 $ 1,798,399 $ 258,000 $ 2,626,399 Goodwill net $ 570,000 $ 1,798,399 $ 258,000 $ 2,626,399 Acquisitions — — — — Impairment of goodwill — — — — Goodwill, net at December 31, 2022 $ 570,000 $ 1,798,399 $ 258,000 $ 2,626,399 Goodwill, net $ 570,000 $ 1,798,399 $ 258,000 $ 2,626,399 During the years ended December 31, 2022 and 2021, the Company performed a quantitative goodwill assessment and determined the fair value of Muscle Maker Grill restaurant using a discounted cash flow model. The discounted cash flow model relied on making assumptions, such as the extent of the economic downturn related to the COVID-19 pandemic, the expected timing of recovery, and the expected growth in profitability and discount rate, which we believed were appropriate. The results of our 2021 goodwill impairment test indicated that the estimated carrying value of Muscle Maker Grill exceeded its fair value amount. As a result, we recorded a goodwill impairment charge of $ 86,348 |
ACCOUNTS PAYABLES AND ACCRUED E
ACCOUNTS PAYABLES AND ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLES AND ACCRUED EXPENSES | NOTE 8 – ACCOUNTS PAYABLES AND ACCRUED EXPENSES Accounts payables and accrued expenses consist of the following: SCHEDULE OF ACCOUNTS PAYABLES AND ACCRUED EXPENSES December 31, December 31, 2022 2021 Accounts payable $ 1,085,143 $ 911,415 Accrued payroll and bonuses 551,129 758,732 Accrued expenses 87,382 226,954 Accrued professional fees 185,000 185,872 Sales taxes payable (1) 44,615 125,550 Total Accounts Payable and Accrued Expenses $ 1,953,269 $ 2,208,523 (1) See Note 15 – Commitments and Contingencies – Taxes for details related to delinquent sales taxes in 2021. |
ACCRUED STOCK-BASED CONSULTING
ACCRUED STOCK-BASED CONSULTING EXPENSES | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Stock-based Consulting Expenses | |
ACCRUED STOCK-BASED CONSULTING EXPENSES | NOTE 9 – ACCRUED STOCK-BASED CONSULTING EXPENSES At December 31, 2022, Accrued stock-based consulting expenses was $ 3,601,987 80 3,601,987 MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 10 – NOTES PAYABLE Convertible Notes Payable On April 6, 2018, the Company issued a $ 475,000 3.50 On April 11, 2018, the Former Parent elected to partially convert the 2018 ARH Note for the principal of $ 392,542 112,154 The Company had an aggregate gross amount of $ 82,458 As of December 31, 2021, the Company had another convertible note payable in the amount of $ 100,000 Other Notes Payable On October 10, 2019, the Company issued a note payable in connection with the acquisition of the franchisee location in the amount of $ 300,000 8 5 On May 9, 2020, the Company entered into a Paycheck Protection Program Promissory Note and Agreement with Greater Nevada Credit Union, pursuant to which the Company received loan proceeds of $ 866,300 On June 21, 2021, the U.S. Small Business Administration (the “SBA”) forgave the Company’s first PPP loan entered into on May 9, 2020. The aggregate amount forgiven is $ 875,974 866,300 9,674 During the year ended December 31, 2021, as part of the Pokemoto acquisition, the Company acquired $ 1,171,400 During the year ended December 31, 2021, as part of the Pokemoto acquisition the Company acquired $ 291,053 151,176 1,589 139,877 1,402 During the years ended December 31, 2022 and 2021, the Company repaid a total amount of $ 130,080 1,280,432 As of December 31, 2022, the Company had an aggregate amount of $ 898,721 3.75 8 MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The maturities of notes payable as of December 31, 2022, are as follows: SCHEDULE OF OUTSTANDING DEBT Principal Repayments due as of Amount 12/31/2023 $ 222,356 12/31/2024 137,159 12/31/2025 79,315 12/31/2026 542,348 Total debt $ 981,178 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
LEASES | NOTE 11 – LEASES The Company adopted Topic 842 as of January 1, 2022. The Company’s leases consist of restaurant locations. We determine if a contract contains a lease at inception. The lease generally has remaining terms of 1-10 years and most lease included the option to extend the lease for an additional 5-year period. The total lease cost associated with right of use assets and operating lease liabilities for the year ended December 31, 2022, was $ 945,133 As of December 31, 2022, assets and liabilities related to the Company’s leases were as follows: SCHEDULE OF OPERATING LEASE ASSETS AND LIABILITIES December 31, 2022 Assets Right to use asset $ 2,432,894 Liabilities Operating leases – current $ 560,444 Operating leases – non-current 2,018,851 Total lease liabilities $ 2,579,295 As of December 31, 2022, the Company’s lease liabilities mature as follows: SCHEDULE OF OPERATING LEASE LIABILITY MATURITY Operating Leases Fiscal Year: 2023 $ 833,562 2024 769,663 2025 621,298 2026 413,364 2027 248,123 Thereafter 567,519 Total lease payments $ 3,453,529 Less imputed interest (874,234 ) Present value of lease liabilities $ 2,579,295 MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company’s lease term and discount rates were as follows: SCHEDULE OF LEASE TERM AND DISCOUNT RATE December 31, 2022 Weighted-average remaining lease term (in years) Operating leases 4.92 Weighted-average discount rate Operating leases 12 % |
DEFERRED REVENUE
DEFERRED REVENUE | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
DEFERRED REVENUE | NOTE 12 – DEFERRED REVENUE At December 31, 2022 and 2021, deferred revenue consists of the following: SCHEDULE OF DEFERRED REVENUE December 31, December 31, 2022 2021 Deferred revenues, net $ 1,371,170 $ 1,063,373 Less: deferred revenue, current (95,392 ) (49,728 ) Deferred revenues, non-current $ 1,275,778 $ 1,013,645 Deferred revenue of $ 91,881 95,392 |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
OTHER CURRENT LIABILITIES | NOTE 13 – OTHER CURRENT LIABILITIES Other current liabilities consist of the following: SCHEDULE OF OTHER CURRENT LIABILITIES December 31, December 31, 2022 2021 Gift card liability $ 25,432 $ 27,633 Co-op advertising fund liability 77,811 126,564 Marketing development brand liability 35,424 14,330 Advertising fund liability 42,948 117,561 Other current liabilities $ 181,615 $ 286,088 See Note 2 – Significant Accounting Policies – Revenue Recognition for details related to the gift card liability and advertising fund liability. MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 14 – INCOME TAXES The tax effects of temporary differences that give rise to deferred tax assets and liabilities as of December 31, 2022 and 2021 are presented below: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2022 2021 For the Years Ended December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 10,614,916 $ 10,345,422 Receivable allowance 5,057 18,885 Stock-based compensation 14,825 — Intangible assets 313,546 662,357 Property and equipment — — Deferred rent — 12,935 Other carryforwards 279 — Deferred revenues 204,473 177,191 Leases 31,638 — Gross deferred tax asset 11,184,734 11,216,790 Deferred tax liabilities: Property and equipment (159,762 ) (447,944 ) Gross deferred tax liabilities (159,762 ) (447,944 ) Net deferred tax assets 11,024,972 10,768,846 Valuation allowance (11,024,972 ) (10,768,846 ) Net deferred tax asset, net of valuation allowance $ — $ — The income tax expense for the periods shown consist of the following: SCHEDULE OF INCOME TAX Expense 2022 2021 For the Years Ended December 31, 2022 2021 Federal: Current $ — $ — Deferred — — State and local: Current 24,771 6,033 Deferred — — Federal, State and local, tax expense 24,771 6,033 Change in valuation allowance — — Income tax expense $ 24,771 $ 6,033 MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the periods shown, are as follows: SCHEDULE OF RECONCILIATION OF STATUTORY FEDERAL INCOME TAX RATE 2022 2021 For the Years Ended December 31, 2022 2021 Federal income tax benefit at statutory rate 21.0 % 21.0 % State income tax benefit, net of federal impact (0.5 )% 7.0 % Permanent differences (0.1 )% (0.0 )% PPP loan forgiveness 0.4 % — Return to provision adjustments 3.3 % — Deferred tax asset true up- State (14.5 )% — Deferred tax asset true up- Federal (6.8 )% — Other — (1.7 )% Change in valuation allowance (3.3 )% (26.3 )% Effective income tax rate (0.5 )% 0.0 % The Company has filing obligations in what it considers its U.S. major tax jurisdictions as follows: Nevada, California, Connecticut, Florida, New Jersey, Texas, Virginia, New York State and New York City. The earliest year that the Company is subject to examination is the year ended December 31, 2015. The Company has approximately $ 63.2 will expire from 2035 to 2037 for federal and state purposes. As of December 31, 2022 and 2021, the Company has determined that it is more likely than not that the Company will not recognize the future tax benefit of the loss carryforwards and has recognized a valuation allowance of $ 11,024,972 10,768,846 256,126 Utilization of the net operating loss carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided by Section 382 and Section 383 of the Internal Revenue Code of 1986, as amended, and similar state provisions. Generally, in addition to certain entity reorganizations, the limitation applies when one or more “5 percent stockholders” increase their ownership, in the aggregate, by more than 50 percentage points over a 36-month time period testing period or beginning the day after the most recent ownership change, if shorter. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 15 – COMMITMENTS AND CONTINGENCIES Election of Directors On October 7, 2021, the Company held its annual shareholders meeting, and the shareholders voted on the directors to serve on the Company’s board of directors. The shareholders elected Kevin Mohan, Stephan Spanos, A.B. Southall III, Paul L. Menchik, Jeff Carl, Major General (ret) Malcolm Frost and Phillip Balatsos to serve on the Company’s board of directors. On December 22, 2022, the Company held its annual shareholders meeting, and the shareholders voted on the directors to serve on the Company’s board of directors. The shareholders elected Kevin Mohan, Stephan Spanos, A.B. Southall III, Paul L. Menchik, Jeff Carl, Major General (ret) Malcolm Frost and Phillip Balatsos to serve on the Company’s board of directors. On December 27, 2022, the Board appointed Benjamin Petel to the Board of Directors. MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Consulting Agreements On February 7, 2021, the Company entered into a Consulting Agreement with consultants as a strategy business consultant to provide the Company with business and marketing advice as needed. The term of the agreement is for five months from the effective date on February 7, 2021. 100,000 60,000 40,000 40,000 42,400 On March 8, 2021, the Company entered into a Consulting Agreement with consultants as a strategy business consultant to provide the Company with financial and business advice. The term of the agreement was for five months from the effective date on March 8, 2021. 100,000 70,000 30,000 30,000 31,800 On March 22, 2021, the Company entered into a Consulting Agreement with consultants with experience in the area of investor relations and capital introductions. The term of the agreement is for six months from the effective date on March 22, 2021. Pursuant to the terms of the agreement the Company paid $ 250,000 150,000 On November 14, 2022 (the “Effective Date”), the Company, Sadot and Aggia LLC FC, a company formed under the laws of United Arab Emirates (“Aggia”) entered into a Services Agreement (the “Services Agreement”) whereby Sadot engaged Aggia to provide certain advisory services to Sadot for creating, acquiring and managing Sadot’s business of wholesaling food and engaging in the purchase and sale of physical food commodities. As consideration for Aggia providing the services to Sadot, the Company agreed to issue shares of common stock of the Company, par value $ 0.0001 1.5625 14,424,275 49.9 19.99 71,520,462 The Company will prepare the shares earned calculation after the annual audit or quarter review is completed by the auditors. The shares will be issued within Board Compensation For the year ended December 31, 2021, through the third quarter of 2022 the board members were eligible for cash compensation of $ 12,000 22,000 In addition, on an ongoing basis pursuant to the approved board compensation plan each director will receive $ 8,000 6,000 4,000 On February 3, 2021, the Company issued an aggregate of 16,126 MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS On March 31, 2021, the Company authorized the issuance of an aggregate of 12,711 On August 24, 2021, the Company authorized the issuance of an aggregate of 20,829 On October 21, 2021, the Company authorized the issuance of an aggregate of 24,275 On January 6, 2022, the Company authorized the issuance of an aggregate of 39,573 On March 31, 2022, the Company authorized the issuance of an aggregate of 53,961 On July 14, 2022, the Company authorized the issuance of an aggregate of 74,019 On October 12, 2022, the Company authorized the issuance of an aggregate of 75,792 As of December 31, 2022, the Company accrued a total of $ 28,487 33,000 Franchising During the years ended December 31, 2022 and 2021, the Company entered into various Pokemoto franchise agreements for a total of 30 and 17, respectively, potentially new Pokemoto locations with various franchisees. The Franchisees paid the Company an aggregate of $ 425,222 217,500 Master Franchise Agreement On October 25, 2021, Muscle Maker Development International LLC (“MMDI”), a wholly-owned subsidiary of Muscle Maker Inc., entered into a Master Franchise Agreement (the “Master Franchise Agreement”) with Almatrouk Catering Company – OPC (“ACC”) providing ACC with the right to grant franchises for the development of 40 “Muscle Maker Grill” restaurants through December 31, 2030 (the “Term”) in the Kingdom of Saudi Arabia (“KSA”). Under the Master Franchise Agreement, MMDI has granted to ACC an exclusive right to establish and operate Muscle Maker restaurants in the KSA. MMDI will not own or operate restaurants in KSA, grant franchises for the restaurants in KSA, or grant Master Franchise Rights for the restaurants to other persons within the KSA. ACC will be solely responsible for the development, sales, marketing, operations, distribution and training of all franchise locations sold in the KSA. ACC is required to pay MMDI $ 150,000 20,000 1,000 50,000 MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Taxes The Company failed in certain instances in paying past state and local sales taxes collected from customers in specific states that impose a tax on sales of the Company’s products during 2017 and 2018. As of the second quarter 2022, all past due tax on sales from 2017 and 2018 has been paid in full. The Company had accrued a sales tax liability for approximately $ 44,615 125,550 Litigations, Claims and Assessments On April 24, 2022, the Company and a convertible note holder entered into an agreement in which the Company will repay a total of $ 110,000 100,000 171,035 40,000 10,000 On or about March 7, 2019, the Company was listed as a defendant to a lawsuit filed by a contractor in the State of Texas in El Paso County #2019DCV0824. The contractor is claiming a breach of contract and is seeking $ 32,809 30,000 On January 23, 2020, the Company was served a judgment issued by the Judicial Council of California in the amount of $ 130,185 In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. In the opinion of management after consulting legal counsel, such matters are currently not expected to have a material impact on the Company’s financial statements. The Company records legal costs associated with loss contingencies as incurred and accrues for all probable and estimable settlements after consulting legal counsel. Corporate Address Change During August 2022 the Company relocated its corporate office address from 2600 South Shore Blvd. Suite 300, League City, Texas, to 1751 River Run, Ste 200, Fort Worth, TX 76107. Employment Agreements On November 16, 2022, the Company entered into an Executive Employment Agreement with Michael Roper (the “Roper Agreement”), which replaced his prior employment agreement. Pursuant to the Roper Agreement, Mr. Roper will continue to be employed as Chief Executive Officer of the Company on an at will basis. During the term of the Roper Agreement, Mr. Roper is entitled to a base salary at the annualized rate of $ 350,000 50,000 25,000 MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS On November 16, 2022, the Company entered into an Executive Employment Agreement with Jennifer Black (the “Black Agreement”), which replaced her prior employment agreement. Pursuant to the Black Agreement, Ms. Black will continue to be employed as Chief Financial Officer of the Company on an at will basis. During the term of the Black Agreement, Ms. Black is entitled to a base salary at the annualized rate of $ 190,000 50 50,000 25,000 On November 16, 2022, the Company entered into an Executive Employment Agreement with Kenn Miller (the “Miller Agreement”), which replaced his prior employment agreement. Pursuant to the Miller Agreement, Mr. Miller will continue to be employed as Chief Operating Officer of the Company on an at will basis. During the term of the Miller Agreement, Mr. Miller is entitled to a base salary at the annualized rate of $ 275,000 75 25,000 On November 16, 2022, the Company entered into an Executive Employment Agreement with Kevin Mohan (the “Mohan Agreement”), which replaced his prior employment agreement. Pursuant to the Mohan Agreement, Mr. Mohan will continue to be employed as Chief Investment Officer of the Company on an at will basis. During the term of the Employment Agreement, Mr. Mohan is entitled to a base salary at the annualized rate of $ 200,000 75 50,000 25,000 On November 16, 2022, the Company entered into an Executive Employment Agreement with Aimee Infante (the “Infante Agreement”), which replaced her prior employment agreement. Pursuant to the Infante Agreement, Ms. Infante will continue to be employed as Chief Marketing Officer of the Company on an at will basis. During the term of the Infante Agreement, Ms. Infante is entitled to a base salary at the annualized rate of $ 175,000 25 25,000 MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS On February 9, 2022, the Company and Ferdinand Groenewald, the former Chief Accounting Officer, entered a letter agreement providing that Mr. Groenewald will continue to be engaged by the Company on an at-will basis with a base salary at the annualized rate of $ 175,000 25 25,000 five years Departure of Officer On June 21, 2022, the Company advised Ferdinand Groenewald that the position of Chief Accounting Officer has been eliminated. Mr. Groenewald continued his employment with the Company through July 29, 2022, at which time he became entitled to the severance for termination without cause as outlined in the letter agreement between the Company and Mr. Groenewald dated February 9, 2022. NASDAQ Notice On February 1, 2022, the Company received a letter from the Staff therein indicating that, based upon the closing bid price of the Company’s common stock for the prior 30 consecutive business days, the Company was not in compliance with the requirement to the Minimum Bid Price Requirement. Pursuant to NASDAQ Listing Rule 5810(c)(3)(A), the Company was granted 180 calendar days, or until August 1, 2022, to regain compliance. On August 2, 2022, the Company received a second letter from the Staff advising that the Company had been granted an additional 180 calendar days, or to January 30, 2023, to regain compliance with the Minimum Bid Price Requirement, in accordance with NASDAQ Listing Rule 5810(c)(3)(A). The Company intends to actively monitor the minimum bid price of its common stock and may, as appropriate, consider available options to regain compliance with the Rule. There can be no assurance that the Company will be able to regain compliance with the Rule or will otherwise be in compliance with other NASDAQ listing criteria. MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
REPORTABLE OPERATING SEGMENTS
REPORTABLE OPERATING SEGMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
REPORTABLE OPERATING SEGMENTS | NOTE 16 – REPORTABLE OPERATING SEGMENTS See Note 1 – Business Organization and Nature of Operations for descriptions of our operating segments. The following table sets forth the results of operations for the relevant segments for the years ended December 31, 2022 and 2021: SUMMARY OF OPERATING SEGMENTS December, 31, December, 31, 2022 2021 Revenues Muscle Maker Grill Division $ 4,443,177 $ 5,530,803 Pokemoto Division 4,952,959 2,685,498 Non-Traditional (Hybrid) Division 383,270 665,884 SuperFit Foods Division 1,333,367 1,467,451 Sadot Division 150,585,644 — Revenues $ 161,698,417 $ 10,349,636 Operating Loss Muscle Maker Grill Division $ (938,261 ) $ (493,635 ) Pokemoto Division 92,884 632,929 Non-Traditional (Hybrid) Division (328,577 ) (1,009,774 ) SuperFit Division 37,885 192,789 Sadot Division 4,548,440 — Corporate and unallocated sales, general and administrative expenses (a) (6,149,801 ) (8,088,682 ) Stock-based consulting expenses (3,601,987 ) — Unallocated operating other income/ (expense) (b) (1,777,733 ) (680,921 ) Operating Loss $ (8,117,150 ) $ (9,447,294 ) Other income/ (expense) 44,944 (9,097 ) Interest expense, net (6,730 ) (69,514 ) Change in fair value of accrued compensation — 127,500 Gain on debt extinguishment 141,279 1,228,308 Loss before income taxes $ (7,937,657 ) $ (8,170,097 ) (a) Includes charges related to corporate expense that the Company does not allocate to the respective divisions. For the years ended December 31, 2022 and 2021, the largest portion of this expense related to corporate payroll, benefits and other compensation expenses of $ 3,682,605 3,198,844 1,010,866 3,707,773 (b) Includes charges related to the Impairment of intangible assets and goodwill, related to Muscle Maker Grill intangible assets and goodwill, amortization of intangible asset, corporate depreciation of fixed assets, Preopening expenses and Post-closing expenses. |
EQUITY
EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
EQUITY | NOTE 17 – EQUITY Authorized Capital On October 7, 2021, the shareholders approved to amend the Company’s articles of incorporation to increase the number of authorized shares of common stock from 25,000,000 50,000,000 0.0001 50,000,000 0.0001 MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Stock Option and Stock Issuance Plan 2020 Plan The Company’s board of directors and shareholders approved and adopted on October 27, 2020 the 2020 Equity Incentive Plan (“2020 Plan”), effective on October 27, 2020 under which stock options and restricted stock may be granted to officers, directors, employees and consultants in the form of non-qualified stock options, incentive stock-options, stock appreciation rights, restricted stock awards, restricted stock Units, stock bonus awards, performance compensation awards (including cash bonus awards) or any combination of the foregoing. Under the 2020 Plan, the Company reserved 1,750,000 889,756 2021 Plan The Company’s board of directors and shareholders approved and adopted on October 7, 2021 the 2021 Equity Incentive Plan (“2021 Plan”), effective on September 16, 2020 under which stock options and restricted stock may be granted to officers, directors, employees and consultants in the form of non-qualified stock options, incentive stock-options, stock appreciation rights, restricted stock awards, restricted stock units, stock bonus awards, performance compensation awards (including cash bonus awards) or any combination of the foregoing. Under the 2021 Plan, the Company reserved 1,500,000 625,120 312,500 Common Stock Issuances On February 3, 2021, the Company issued an aggregate of 20,000 42,600 On April 30, 2021, the Company issued an aggregate of 10,000 14,700 On May 6, 2021, the Company issued an aggregate of 150,000 214,500 127,500 On May 27, 2021, the Company cancelled 11,879 11,879 On August 24, 2021, the Company issued an aggregate of 15,000 20,999 On August 26, 2021, the Company issued an aggregate of 1,100 1,540 On October 11, 2021, the Company issued an aggregate of 40,000 40,800 On October 22, 2021, the Company issued an aggregate of 15,000 15,150 On December 3, 2021, the Company issued 82,500 84,975 On December 7, 2021, the Company issued an aggregate of 160,000 177,600 MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS On December 27, 2021, the Company issued 10,000 7,400 On January 3, 2022, the Company authorized the issuance of an aggregate of 1,200,000 1,200,215 On January 6, 2022, the Company authorized the issuance of an aggregate of 39,573 On January 18, 2022, the Company issued an aggregate of 30,000 15,600 On February 24, 2022, the Company authorized the issuance of an aggregate of 1,209,604 1,210,110 On March 31, 2022, the Company authorized the issuance of an aggregate of 53,961 On April 4, 2022, the Company authorized the issuance of 20,000 On June 8, 2022, the Company authorized the issuance of 5,000 On June 30, 2022, the Company recognized 30,910 On July 14, 2022, the Company authorized the issuance of an aggregate of 74,019 On October 12, 2022, the Company authorized the issuance of an aggregate of 75,792 On November 29, 2022, the Company authorized the issuance of an aggregate of 438,085 See Note 15 – Commitments and Contingencies – Consulting Agreements and Board Compensation for details related to additional stock issuances during the years ended December 31, 2022 and 2021. Private Placements On April 7, 2021, the Company entered into a Securities Purchase Agreement with an accredited investor (the “Securities Purchase Agreement”) for a private placement (the “Private Placement”) pursuant to which the investor agreed to purchase from the Company for an aggregate purchase price of approximately $ 10,000,000 (i) 1,250,000 shares of common stock of the Company (ii) a common stock purchase warrant to purchase up to 4,115,227 shares of common stock (the “Common Warrant”) and (iii) a pre-funded common stock purchase warrant to purchase up to 2,865,227 shares of common stock (the “pre-funded warrant”). Each share and accompanying common warrant is being sold together at a combined offering price of $ 2.43 per share and Common Warrant, and each pre-funded warrant and accompanying common warrant is being sold together at a combined offering price of $ 2.42 per pre-funded warrant and accompanying common warrant. The pre-funded warrant is immediately exercisable, at a nominal exercise price of $ 0.01 per share, and may be exercised at any time until the pre-funded warrant is fully exercised. The common warrant will have an exercise price of $ 2.43 per share, are immediately exercisable and will expire 5.5 years from the date of issuance. The Private Placement closed on April 9, 2021. MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Securities Purchase Agreement contains customary representations, warranties and agreements of the Company and the Purchaser and customary indemnification rights and obligations of the parties thereto. Pursuant to the Securities Purchase Agreement, the Company was required to register the resale of the shares and the shares issuable upon exercise of the common warrant and the pre-funded warrant. The Company prepared and filed a registration statement with the Securities and Exchange Commission within 30 days of the date of the Securities Purchase Agreement and to used commercially reasonable efforts to have the registration statement declared effective within 90 days of the closing of the Private Placement. Pursuant to a placement agency agreement, dated April 6, 2021, between the Company and A.G.P./Alliance Global Partners (the “Placement Agent”) entered into in connection with the Private Offering, the Placement Agent acted as the sole placement agent for the Private Placement and the Company has paid customary placement fees to the Placement Agent, including a cash fee equal to 8 4 2.916 On November 17, 2021, the Company entered into a Securities Purchase Agreement with accredited investors (the “Securities Purchase Agreement”) for a private placement (the “Private Placement”) pursuant to which the investors (the “Purchasers”) agreed to purchase from the Company for an aggregate purchase price of approximately $ 15,000,000 6,772,000 0.0001 10,830,305 4,058,305 1.385 1.3849 0.0001 1.385 5 The Securities Purchase Agreement contains customary representations, warranties and agreements of the Company and the Purchaser and customary indemnification rights and obligations of the parties thereto. Pursuant to the Securities Purchase Agreement, the Company is required to register the resale of the shares and the shares issuable upon exercise of the common warrant and the pre-funded warrant. The Company was required to prepare and file a registration statement with the Securities and Exchange Commission within 30 days of the date of the Securities Purchase Agreement and used commercially reasonable efforts to have the registration statement declared effective within 90 days of the closing of the Private Placement. Pursuant to a placement agency agreement, dated November 17, 2021, between the Company and A.G.P./Alliance Global Partners (the “Placement Agent”) entered into in connection with the Private Offering, the Placement Agent acted as the sole placement agent for the Private Placement and the Company has paid customary placement fees to the Placement Agent, including a cash fee equal to 8 4 1.662 MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Restricted Common Stock On January 1, 2021, 1,200 On February 11, 2021, the Company issued an aggregate of 221,783 On April 4, 2022, the Company authorized the issuance of 20,000 At December 31, 2022, there was no restricted common stock outstanding. A summary of the activity related to the restricted common stock for the years ended December 31, 2022 and 2021, respectively, is presented below: SCHEDULE OF ACTIVITY RELATED TO RESTRICTED COMMON STOCK Weighted-average grant date Total fair value Outstanding at January 1, 2021 1,200 $ 65.33 Granted 221,783 2.87 Forfeited — — Vested (222,983 ) 3.21 Outstanding at December 31, 2021 — — Granted 20,000 0.54 Forfeited — — Vested (20,000 ) 0.54 Outstanding at December 31, 2022 — $ — Warrant and Option Valuation The Company has computed the fair value of warrants granted and options accrued for as accrued compensation expense using the Black-Scholes option pricing model. The expected term used for warrants and options issued to non-employees is the contractual life. The Company is utilizing an expected volatility figure based on a review of the historical volatilities, over a period of time, equivalent to the expected term of the instrument being valued, of similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. Options On May 2, 2022, the Company, pursuant to the employment agreements, issued options to purchase an aggregate of 312,500 0.41 On October 10, 2022, the Company issued options to purchase 25,000 0.41 MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS There were 25,000 A summary of option activity during the years ended December 31, 2022 and 2021 is presented below: SCHEDULE OF OPTION ACTIVITY Number of Weighted-average Weighted-average remaining options exercise price life (in years) Outstanding, January 1, 2021 300,000 $ 3.33 1.10 Issued — — Exercised — — Forfeited (200,000 ) 2.50 Outstanding, December 31, 2021 100,000 $ 5.00 1.92 Issued 337,500 0.41 4.40 Exercised — — Forfeited (25,000 ) 0.41 Outstanding, December 31, 2022 412,500 $ 1.52 3.56 Exercisable, December 31, 2022 144,375 $ 3.59 1.98 The Company has estimated the fair value of the options using the Black-Scholes model using the following assumptions: SCHEDULE OF STOCK OPTIONS ASSUMPTIONS For the Year Ended December 31,2022 Risk free interest rate 1.53 4.33 % Expected term (years) 5 Expected volatility 59.10 156.87 % Expected dividends — Warrants On May 24, 2021, the Company issued 1,465,227 14,652 On May 28, 2021, the Company issued 1,400,000 14,000 On December 23, 2021, the Company issued 1,210,110 121 On January 3, 2022, the Company issued 1,200,000 1,200,215 MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS On February 24, 2022, the Company issued 1,209,604 1,210,110 On November 29, 2022, the Company issued 438,085 44 A summary of warrants activity during the years ended December 31, 2022 and 2021 is presented below: SCHEDULE OF WARRANTS ACTIVITY Weighted-average Weighted-average Number of exercise remaining life Warrants price (in years) Outstanding, January 1, 2021 2,582,857 $ 4.08 3.3 Issued 21,869,064 0.46 Exercised (4,075,337 ) 0.01 Forfeited (92,568 ) 19.99 Outstanding, December 31, 2021 20,284,016 $ 1.66 4.0 Issued 597,819 2.01 Exercised (2,848,195 ) 0.01 Forfeited — — Outstanding, December 31, 2022 18,033,640 $ 1.93 3.5 Exercisable, December 31, 2022 18,033,640 $ 1.93 3.5 The grant date fair value of warrants granted during the years ended December 31, 2022 and 2021 was established during the Private Placement. Stock-Based Compensation Expense Stock-based compensation related to restricted stock issued to employees, directors and consultants, warrants and warrants to consultants amounted to $ 140,377 2,207,046 140,377 2,200,274 6,772 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 18 – SUBSEQUENT EVENTS Common Stock On January 5, 2023, the Company authorized the issuance of an aggregate of 31,308 Stock Options On February 27, 2023, the Company issued options to purchase an aggregate of 531,072 1.505 On March 15, 2023, the Company issued options to purchase 68,928 1.505 Appointment of Directors On February 2, 2023, the Board appointed Na Yeon (“Hannah”) Oh and Ray Shankar to the Board of Directors, effective March 1, 2023. MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NASDAQ Notice On January 31, 2023, the Company received a letter from the Listing Qualifications Department (the “Staff”) of The NASDAQ Stock Market LLC (“NASDAQ”) notifying the Company that, based upon the Company’s non-compliance with the requirement to maintain a minimum bid price of $ 1.00 The Company requested a hearing before a NASDAQ Hearings Panel (the “Panel”) on February 7, 2023. The hearing was scheduled for March 23, 2023. On March 2, 2023, the Company received notice from Nasdaq confirming that the Company has cured its bid price deficiency and has fully regained compliance with the Minimum Bid Price Rule. Authorized Capital Stock The Company’s board of directors and shareholders approved on February 28, 2023 an increase in the authorized capital stock to 150,000,000 0.0001 2023 Equity Incentive Plan The Company’s board of directors and shareholders approved and adopted on February 28, 2023 the 2023 Equity Incentive Plan (“2023 Plan”) under which stock options and restricted stock may be granted to officers, directors, employees and consultants in the form of non-qualified stock options, incentive stock-options, stock appreciation rights, restricted stock awards, restricted stock Units, stock bonus awards, performance compensation awards (including cash bonus awards) or any combination of the foregoing. Under the 2023 Plan, the Company reserved 2,500,000 68,928 Employment Agreement On March 21, 2023, the Company entered into an Executive Employment Agreement with Jennifer Black (the “Black Agreement”), which replaced her prior employment agreement. Pursuant to the Black Agreement, Ms. Black will continue to be employed as Chief Financial Officer of the Company on an at will basis. During the term of the Black Agreement, Ms. Black is entitled to a base salary at the annualized rate of $ 250,000 50 50,000 25,000 |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries and majority-owned subsidiary. Any intercompany transactions and balances have been eliminated in consolidation. |
Reclassifications | Reclassifications Certain prior year balances have been reclassified in order to conform to current year presentation. These reclassifications have no effect on the previously reported results of operations or loss per share. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Significant estimates include: ● the assessment of recoverability of long-lived assets, including property and equipment, goodwill and intangible assets; ● the estimated useful lives of intangible and depreciable assets; ● estimates and assumptions used to value warrants and options; ● the recognition of revenue; and ● the recognition, measurement and valuation of current and deferred income taxes. MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Estimates and assumptions are periodically reviewed, and the effects of any material revisions are reflected in the financial statements in the period that they are determined to be necessary. Actual results could differ from those estimates and assumptions. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly-liquid instruments with an original maturity of three months or less when purchased to be cash equivalents. There were no |
Inventory | Inventory Inventories, which are stated at the lower of cost or net realizable value, consist primarily of perishable food items and supplies. Cost is determined using the first-in, first-out method. |
Deposit on Farmland | Deposit on Farmland Deposit on farmland consists of funds paid as a deposit with the intent to acquire farmland in Africa by our Sadot subsidiary. As of December 31, 2022, the Company recorded a deposit of $ 4,914,191 |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated Depreciation and amortization expenses. Major improvements are capitalized, and minor replacements, maintenance and repairs are charged to expense as incurred. Depreciation and amortization expenses are calculated on the straight-line basis over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the estimated useful life or the lease term of the related asset. The estimated useful lives are as follows: SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT Furniture and equipment 3 7 Leasehold improvements 1 11 |
Intangible Assets | Intangible Assets The Company accounts for recorded intangible assets in accordance with the Accounting Standards Codification (“ASC’) 350 “Intangibles – Goodwill and Other”. In accordance with ASC 350, the Company does not amortize intangible assets having indefinite useful lives. The Company’s trademark – Muscle Maker had an indefinite life as of December 31, 2021. The Company determined that as of January 1, 2022, – the trademark – Muscle Maker had a finite life of 3 years and will be amortizing the value over the new estimated life. The Company’s goodwill has an indefinite life and is not amortized, but are evaluated for impairment at least annually, or more often whenever changes in facts and circumstances may indicate that the carrying value may not be recoverable. ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment). Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgment is required to estimate the fair value of reporting units which includes estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value and/or goodwill impairment. The useful lives of the Company’s intangible assets are: SCHEDULE OF OTHER INTANGIBLE ASSETS USEFUL LIVES Franchisee agreements 13 Franchise license 10 Trademarks 3 5 Domain name, Customer list and Proprietary recipes 3 7 Non-compete agreements 2 3 MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets When circumstances, such as adverse market conditions, indicate that the carrying value of a long-lived asset may be impaired, the Company performs an analysis to review the recoverability of the asset’s carrying value, which includes estimating the undiscounted cash flows (excluding interest charges) from the expected future operations of the asset. These estimates consider factors such as expected future operating income, operating trends and prospects, as well as the effects of demand, competition and other factors. If the analysis indicates that the carrying value is not recoverable from future cash flows, an impairment loss is recognized to the extent that the carrying value exceeds the estimated fair value. Any impairment losses are recorded as operating expenses, which reduce net income. |
Convertible Instruments | Convertible Instruments The Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for in accordance with Topic 815 of the Financial Accounting Standards Board (“FASB”). If the instrument is determined not to be a derivative liability, the Company then evaluates for the existence of a beneficial conversion feature by comparing the market price of the Company’s common stock as of the commitment date to the effective conversion price of the instrument. As of December 31, 2022 and 2021, the Company deemed the conversion feature was not required to be bifurcated and recorded as a derivative liability. |
Revenue Recognition | Revenue Recognition The Company’s revenues consist of Commodity sales, Restaurant sales, Franchise royalties and fees, Franchise advertising fund contributions, and Other revenues. The Company recognized revenues according to Topic 606 of FASB, “Revenue from Contracts with Customers”. Under the guidance, revenue is recognized in accordance with a five-step revenue model, as follows: (1) identifying the contract with the customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to the performance obligations; and (5) recognizing revenue when (or as) the entity satisfies a performance obligation. In applying this five-step model, we made significant judgments in identifying the promised goods or services in our contracts with franchisees that are distinct, and which represent separate performance obligations. Commodity Sales Commodity sale revenue is generated by our Sadot subsidiary and is recognized when the commodity is delivered as evidenced by the bill of lading and the invoice is prepared and submitted to the customer. During the year ended December 31, 2022, the Company recorded Commodity sales revenues of $ 150,585,644 Restaurant Sales Retail store revenue at Company-operated restaurants is recognized when payment is tendered at the point of sale, net of sales tax, discounts and other sales related taxes. The Company recorded retail store revenues of $ 10,300,394 9,320,920 The Company sells gift cards which do not have an expiration date, and it does not deduct dormancy fees from outstanding gift card balances. The Company recognizes revenues from gift cards as restaurant revenues once the Company performs its obligation to provide food and beverage to the customer simultaneously with the redemption of the gift card or through gift card breakage, as discussed in Other revenues below. MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Franchise Royalties and Fees Franchise revenues consists of royalties, initial franchise fees and rebates. Royalties are based on a percentage of franchisee net sales revenue. The Company recognizes the royalties as the underlying sales occur. The Company recorded revenue from royalties of $ 485,316 434,849 The Company provides the franchisees with management expertise, training, pre-opening assistance, and restaurant operating assistance in exchange for the multi-unit development fees and initial franchise fees. The Company capitalizes these fees upon collection from the franchisee. These initial fees are then recognized as franchise fee revenue on a straight-line basis over the life of the related franchise agreements and any exercised renewal periods. Cash payments are due upon the execution of the related franchise agreement. The Company’s performance obligation with respect to franchise fee revenues consists of a license to utilize the Company’s brand for a specified period of time, which is satisfied equally over the life of each franchise agreement. If a franchise location closes or a franchise agreement is terminated for any reason, the unrecognized revenue will be recognized in full at that time. The Company recorded revenue from initial franchise fees of $ 117,205 263,215 The Company has supply agreements with certain food and beverage vendors. Pursuant to the terms of these agreements, rebates are provided to the Company based upon the dollar volume of purchases for all company-owned and franchised restaurants from these vendors. Rebates earned on purchases by franchise stores are recorded as revenue during the period in which the related food and beverage purchases are made. The Company recorded revenue from rebates of $ 124,333 80,117 Franchise Advertising Fund Contributions Under the Company’s franchise agreements, the Company and its franchisees are required to contribute a certain percentage of revenues to a national advertising fund. The Company’s national advertising services are provided on a system-wide basis and therefore, not considered distinct performance obligations for individual franchisees. In accordance with Topic 606, the Company recognizes these sales-based advertising contributions from franchisees as franchise revenue when the underlying franchisee Company incurs the corresponding advertising expense. The Company records the related advertising expenses as incurred under Sales, general and administrative expenses. When an advertising contribution fund is over-spent at year-end, advertising expenses will be reported on the Consolidated Statement of Operations in an amount that is greater than the revenue recorded for advertising contributions. Conversely, when an advertising contribution fund is under-spent at a year-end, the Company will accrue advertising costs up to advertising contributions recorded in revenue. The Company recorded contributions from franchisees of $ 80,536 188,539 Other Revenues Gift card breakage is recognized when the likelihood of a gift card being redeemed by the customer is remote and the Company determines there is not a legal obligation to remit the unredeemed gift card balance to the relevant jurisdiction. The determination of the gift card breakage rate is based upon the Company’s specific historical redemption patterns. Gift card liability is recorded in other current liabilities on the Consolidated Balance Sheets. The Company recorded $ 4,989 61,996 MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Deferred Revenue Deferred revenue primarily includes initial franchise fees received by the Company, which are being amortized over the life of the Company’s franchise agreements. Deferred revenue is recognized in income over the life of the franchise agreements. If a franchise location closes or a franchise agreement is terminated for any reason, the remaining deferred revenue will be recognized in full at that time. |
Stock-Based Consulting Expense | Stock-Based Consulting Expense Stock-based consulting expense are related to consulting fees due to Aggia for Sadot operations. Based on the servicing agreement with Aggia, the consulting fees are calculated at approximately 80 3,601,987 |
Advertising | Advertising Advertising costs are charged to expense as incurred. Advertising costs were $ 346,932 244,186 168,574 137,054 178,358 107,122 |
Net Loss per Share | Net Loss per Share Basic loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding, plus the impact of potential common shares, if dilutive, resulting from the exercise of warrants, options or the conversion of convertible notes payable. The following securities are excluded from the calculation of weighted average diluted common shares at December 31, 2022 and 2021, respectively, because their inclusion would have been anti-dilutive: SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE December 31, 2022 2021 Warrants 18,033,640 20,284,016 Options 412,500 100,000 Convertible debt 23,559 32,350 Total potentially dilutive shares 18,469,699 20,416,366 |
Major Vendor | Major Vendor The Company engages various vendors to distribute food products to their Company-owned restaurants. Purchases from the Company’s largest supplier totaled 33 54 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company measures the fair value of financial assets and liabilities based on the guidance of the FASB Accounting ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”). MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets or liabilities. Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value measurement. The carrying amounts of accrued liabilities approximate fair value due to the short-term nature of these instruments. The carrying amounts of our short–term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates, taken together with other features such as concurrent issuance of common stock and warrants, are comparable to rates of returns for instruments of similar credit risk. See Note 17 – Equity – Warrant and Options Valuation for details related to accrued compensation liability being fair valued using Level 1 inputs. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Under ASC 740, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities and net operating loss and credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to impact taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Tax benefits claimed or expected to be claimed on a tax return are recorded in the Company’s financial statements. A tax benefit from an uncertain tax position is only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Uncertain tax positions have had no impact on the Company’s financial condition, results of operations or cash flows. The Company does not expect any significant changes in its unrecognized tax benefits within years of the reporting date. The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as Sales, general and administrative expenses in the Consolidated Statements of Operations. |
Stock-Based Compensation | Stock-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally recorded on the grant date and re-measured on financial reporting dates and vesting dates until the service period is complete. The fair value amount of the award is then recognized over the period services are required to be provided in exchange for the award, usually the vesting period. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), which requires companies to recognize lease liabilities and corresponding right-of-use leased assets on the Balance Sheets and to disclose key information about leasing arrangements. Qualitative and quantitative disclosures will be enhanced to better understand the amount, timing, and uncertainty of cash flows arising from leases. ASU No. 2016-02 is effective for annual periods beginning after December 15, 2021, with early adoption permitted. Additionally, in 2018 and 2019, the FASB issued the following Topic 842–related ASUs: ● ASU 2018-01, Land Easement Practical Expedient for Transition to Topic 842, which clarifies the applicability of Topic 842 to land easements and provides an optional transition practical expedient for existing land easements; ● ASU 2018-10, Codification Improvements to Topic 842, Leases, which makes certain technical corrections to Topic 842; ● ASU 2018-11, Leases (Topic 842): Targeted Improvements, which allows companies to adopt Topic 842 without revising comparative period reporting or disclosures and provides an optional practical expedient to lessors to not separate lease and non-lease components of a contract if certain criteria are met; and ● ASU 2019-01, Leases (Topic 842): Codification Improvements, which provides guidance for certain lessors on determining the fair value of an underlying asset in a lease and on the cash flow statement presentation of lease payments received; ASU No. 2019-01 also clarifies disclosures required in interim periods after adoption of ASU No. 2016-02 in the year of adoption. The Company adopted Topic 842 as of January 1, 2022 and recognized a cumulative-effect adjustment to the opening balance of accumulated deficit of $ 15,010 7,789 22,799 In October 2021, the FASB issued ASU 2021-08 Business Combinations (“Topic 805”): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The ASU requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, “Revenue from Contracts with Customers”, as if it had originated the contracts. Under the current business combinations guidance, such assets and liabilities were recognized by the acquirer at fair value on the acquisition date. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. The adoption of this guidance did not have a material impact on the Company’s Consolidated Financial Statements and related disclosures. |
Subsequent Events | Subsequent Events The Company evaluated events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation and transactions, the Company did not identify any subsequent events that would have required adjustment or disclosure in the Financial Statements, except as disclosed in Note 18 – Subsequent Events. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT | SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT Furniture and equipment 3 7 Leasehold improvements 1 11 |
SCHEDULE OF OTHER INTANGIBLE ASSETS USEFUL LIVES | The useful lives of the Company’s intangible assets are: SCHEDULE OF OTHER INTANGIBLE ASSETS USEFUL LIVES Franchisee agreements 13 Franchise license 10 Trademarks 3 5 Domain name, Customer list and Proprietary recipes 3 7 Non-compete agreements 2 3 |
SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE | The following securities are excluded from the calculation of weighted average diluted common shares at December 31, 2022 and 2021, respectively, because their inclusion would have been anti-dilutive: SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE December 31, 2022 2021 Warrants 18,033,640 20,284,016 Options 412,500 100,000 Convertible debt 23,559 32,350 Total potentially dilutive shares 18,469,699 20,416,366 |
PREPAID EXENSES AND OTHER CUR_2
PREPAID EXENSES AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS | At December 31, 2022 and 2021, the Company’s prepaid expenses and other current assets consists of the following: SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS December 31, December 31, 2022 2021 Prepaid expenses $ 89,197 $ 83,975 Preopening expenses — 602 Other receivables 228,242 1,704,751 Prepaid and Other Current Assets $ 317,439 $ 1,789,328 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT, NET | As of December 31, 2022, and 2021, Property and equipment consist of the following: SCHEDULE OF PROPERTY AND EQUIPMENT, NET December 31, December 31, 2022 2021 Furniture and equipment $ 1,266,008 $ 1,397,098 Vehicles 55,000 55,000 Leasehold improvements 2,061,888 1,981,019 Construction in process 5,000 — Property and equipment, gross 3,387,896 3,433,117 Less: accumulated depreciation (1,492,934 ) (1,152,850 ) Property and equipment, net $ 1,894,962 $ 2,280,267 Depreciation expense amounted to $ 585,550 565,599 519,563 347,658 274,098 193,405 245,465 154,253 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSETS | A summary of the intangible assets is presented below: SCHEDULE OF INTANGIBLE ASSETS Intangible Assets Intangible Acquisitions Impairment of intangible assets Amortization expense Intangible Acquisitions Impairment of intangible assets Amortization expense Intangible Trademark Muscle Maker Grill $ 669,992 $ — $ (347,110 ) $ (508,551 ) $ 1,525,653 $ — $ (998,347 ) $ — $ 2,524,000 Franchise Agreements 135,659 — — (26,780 ) 162,439 — (141,561 ) (50,278 ) 354,278 Trademark SuperFit 29,080 — — (8,995 ) 38,075 45,000 — (6,925 ) — Domain Name SuperFit 80,778 — — (24,986 ) 105,764 125,000 — (19,236 ) — Customer List SuperFit 90,470 — — (27,985 ) 118,455 140,000 — (21,545 ) — Proprietary Recipes SuperFit 103,396 — — (31,982 ) 135,378 160,000 — (24,622 ) — Non-Compete Agreement SuperFit 106,751 — — (86,588 ) 193,339 260,000 — (66,661 ) — Trademark Pokemoto 117,881 — — (34,981 ) 152,862 175,000 — (22,138 ) — Franchisee License Pokemoto 2,322,125 — — (277,348 ) 2,599,473 2,775,000 — (175,527 ) — Proprietary Recipes Pokemoto 866,614 — — (161,302 ) 1,027,916 1,130,000 — (102,084 ) — Non-Compete Agreement Pokemoto 88,110 — — (240,000 ) 328,110 480,000 — (151,890 ) — $ 4,610,856 $ — $ (347,110 ) $ (1,429,498 ) $ 6,387,464 $ 5,290,000 $ (1,139,908 ) $ (640,906 ) $ 2,878,278 |
SCHEDULE OF FUTURE AMORTIZATION EXPENSE | The estimated future amortization expense is as follows: SCHEDULE OF FUTURE AMORTIZATION EXPENSE For the year ended December 31, 2023 2024 2025 2026 2027 Thereafter Total Trademark Muscle Maker Grill $ 334,997 $ 334,996 $ — $ — $ — $ — $ 669,992 Franchise Agreements 26,780 26,853 26,780 26,780 26,780 1,686 135,659 Trademark SuperFit 8,995 9,020 8,995 2,070 — — 29,080 Domain Name SuperFit 24,986 25,055 24,986 5,751 — — 80,778 Customer List SuperFit 27,985 28,061 27,985 6,439 — — 90,470 Proprietary Recipes SuperFit 31,982 32,071 31,982 7,361 — — 103,396 Non-Compete Agreement SuperFit 86,588 20,163 — — — — 106,751 Trademark Pokemoto 34,981 35,077 34,981 12,842 — — 117,881 Franchisee License Pokemoto 277,348 278,108 277,348 277,348 277,348 934,625 2,322,125 Proprietary Recipes Pokemoto 161,303 161,744 161,303 161,303 161,303 59,658 866,614 Non-Compete Agreement Pokemoto 88,110 — — — — — 88,110 Total $ 1,104,055 $ 1,124,702 $ 594,359 $ 499,893 $ 465,430 $ 995,972 $ 4,610,856 |
SCHEDULE OF GOODWILL ASSETS | A summary of the goodwill assets is presented below: SCHEDULE OF GOODWILL ASSETS Goodwill Muscle Maker Grill Pokemoto SuperFit Food Total Goodwill, net at January 1, 2021 $ 656,348 $ — $ — $ 656,348 Acquisitions — 1,798,399 258,000 2,056,399 Impairment of goodwill (86,348 ) — — (86,348 ) Goodwill, net at December 31, 2021 $ 570,000 $ 1,798,399 $ 258,000 $ 2,626,399 Goodwill net $ 570,000 $ 1,798,399 $ 258,000 $ 2,626,399 Acquisitions — — — — Impairment of goodwill — — — — Goodwill, net at December 31, 2022 $ 570,000 $ 1,798,399 $ 258,000 $ 2,626,399 Goodwill, net $ 570,000 $ 1,798,399 $ 258,000 $ 2,626,399 |
ACCOUNTS PAYABLES AND ACCRUED_2
ACCOUNTS PAYABLES AND ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLES AND ACCRUED EXPENSES | Accounts payables and accrued expenses consist of the following: SCHEDULE OF ACCOUNTS PAYABLES AND ACCRUED EXPENSES December 31, December 31, 2022 2021 Accounts payable $ 1,085,143 $ 911,415 Accrued payroll and bonuses 551,129 758,732 Accrued expenses 87,382 226,954 Accrued professional fees 185,000 185,872 Sales taxes payable (1) 44,615 125,550 Total Accounts Payable and Accrued Expenses $ 1,953,269 $ 2,208,523 (1) See Note 15 – Commitments and Contingencies – Taxes for details related to delinquent sales taxes in 2021. |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF OUTSTANDING DEBT | The maturities of notes payable as of December 31, 2022, are as follows: SCHEDULE OF OUTSTANDING DEBT Principal Repayments due as of Amount 12/31/2023 $ 222,356 12/31/2024 137,159 12/31/2025 79,315 12/31/2026 542,348 Total debt $ 981,178 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
SCHEDULE OF OPERATING LEASE ASSETS AND LIABILITIES | As of December 31, 2022, assets and liabilities related to the Company’s leases were as follows: SCHEDULE OF OPERATING LEASE ASSETS AND LIABILITIES December 31, 2022 Assets Right to use asset $ 2,432,894 Liabilities Operating leases – current $ 560,444 Operating leases – non-current 2,018,851 Total lease liabilities $ 2,579,295 |
SCHEDULE OF OPERATING LEASE LIABILITY MATURITY | As of December 31, 2022, the Company’s lease liabilities mature as follows: SCHEDULE OF OPERATING LEASE LIABILITY MATURITY Operating Leases Fiscal Year: 2023 $ 833,562 2024 769,663 2025 621,298 2026 413,364 2027 248,123 Thereafter 567,519 Total lease payments $ 3,453,529 Less imputed interest (874,234 ) Present value of lease liabilities $ 2,579,295 |
SCHEDULE OF LEASE TERM AND DISCOUNT RATE | The Company’s lease term and discount rates were as follows: SCHEDULE OF LEASE TERM AND DISCOUNT RATE December 31, 2022 Weighted-average remaining lease term (in years) Operating leases 4.92 Weighted-average discount rate Operating leases 12 % |
DEFERRED REVENUE (Tables)
DEFERRED REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
SCHEDULE OF DEFERRED REVENUE | At December 31, 2022 and 2021, deferred revenue consists of the following: SCHEDULE OF DEFERRED REVENUE December 31, December 31, 2022 2021 Deferred revenues, net $ 1,371,170 $ 1,063,373 Less: deferred revenue, current (95,392 ) (49,728 ) Deferred revenues, non-current $ 1,275,778 $ 1,013,645 |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
SCHEDULE OF OTHER CURRENT LIABILITIES | Other current liabilities consist of the following: SCHEDULE OF OTHER CURRENT LIABILITIES December 31, December 31, 2022 2021 Gift card liability $ 25,432 $ 27,633 Co-op advertising fund liability 77,811 126,564 Marketing development brand liability 35,424 14,330 Advertising fund liability 42,948 117,561 Other current liabilities $ 181,615 $ 286,088 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | The tax effects of temporary differences that give rise to deferred tax assets and liabilities as of December 31, 2022 and 2021 are presented below: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2022 2021 For the Years Ended December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 10,614,916 $ 10,345,422 Receivable allowance 5,057 18,885 Stock-based compensation 14,825 — Intangible assets 313,546 662,357 Property and equipment — — Deferred rent — 12,935 Other carryforwards 279 — Deferred revenues 204,473 177,191 Leases 31,638 — Gross deferred tax asset 11,184,734 11,216,790 Deferred tax liabilities: Property and equipment (159,762 ) (447,944 ) Gross deferred tax liabilities (159,762 ) (447,944 ) Net deferred tax assets 11,024,972 10,768,846 Valuation allowance (11,024,972 ) (10,768,846 ) Net deferred tax asset, net of valuation allowance $ — $ — |
SCHEDULE OF INCOME TAX Expense | The income tax expense for the periods shown consist of the following: SCHEDULE OF INCOME TAX Expense 2022 2021 For the Years Ended December 31, 2022 2021 Federal: Current $ — $ — Deferred — — State and local: Current 24,771 6,033 Deferred — — Federal, State and local, tax expense 24,771 6,033 Change in valuation allowance — — Income tax expense $ 24,771 $ 6,033 |
SCHEDULE OF RECONCILIATION OF STATUTORY FEDERAL INCOME TAX RATE | A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the periods shown, are as follows: SCHEDULE OF RECONCILIATION OF STATUTORY FEDERAL INCOME TAX RATE 2022 2021 For the Years Ended December 31, 2022 2021 Federal income tax benefit at statutory rate 21.0 % 21.0 % State income tax benefit, net of federal impact (0.5 )% 7.0 % Permanent differences (0.1 )% (0.0 )% PPP loan forgiveness 0.4 % — Return to provision adjustments 3.3 % — Deferred tax asset true up- State (14.5 )% — Deferred tax asset true up- Federal (6.8 )% — Other — (1.7 )% Change in valuation allowance (3.3 )% (26.3 )% Effective income tax rate (0.5 )% 0.0 % |
REPORTABLE OPERATING SEGMENTS (
REPORTABLE OPERATING SEGMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
SUMMARY OF OPERATING SEGMENTS | The following table sets forth the results of operations for the relevant segments for the years ended December 31, 2022 and 2021: SUMMARY OF OPERATING SEGMENTS December, 31, December, 31, 2022 2021 Revenues Muscle Maker Grill Division $ 4,443,177 $ 5,530,803 Pokemoto Division 4,952,959 2,685,498 Non-Traditional (Hybrid) Division 383,270 665,884 SuperFit Foods Division 1,333,367 1,467,451 Sadot Division 150,585,644 — Revenues $ 161,698,417 $ 10,349,636 Operating Loss Muscle Maker Grill Division $ (938,261 ) $ (493,635 ) Pokemoto Division 92,884 632,929 Non-Traditional (Hybrid) Division (328,577 ) (1,009,774 ) SuperFit Division 37,885 192,789 Sadot Division 4,548,440 — Corporate and unallocated sales, general and administrative expenses (a) (6,149,801 ) (8,088,682 ) Stock-based consulting expenses (3,601,987 ) — Unallocated operating other income/ (expense) (b) (1,777,733 ) (680,921 ) Operating Loss $ (8,117,150 ) $ (9,447,294 ) Other income/ (expense) 44,944 (9,097 ) Interest expense, net (6,730 ) (69,514 ) Change in fair value of accrued compensation — 127,500 Gain on debt extinguishment 141,279 1,228,308 Loss before income taxes $ (7,937,657 ) $ (8,170,097 ) (a) Includes charges related to corporate expense that the Company does not allocate to the respective divisions. For the years ended December 31, 2022 and 2021, the largest portion of this expense related to corporate payroll, benefits and other compensation expenses of $ 3,682,605 3,198,844 1,010,866 3,707,773 (b) Includes charges related to the Impairment of intangible assets and goodwill, related to Muscle Maker Grill intangible assets and goodwill, amortization of intangible asset, corporate depreciation of fixed assets, Preopening expenses and Post-closing expenses. |
EQUITY (Tables)
EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
SCHEDULE OF ACTIVITY RELATED TO RESTRICTED COMMON STOCK | SCHEDULE OF ACTIVITY RELATED TO RESTRICTED COMMON STOCK Weighted-average grant date Total fair value Outstanding at January 1, 2021 1,200 $ 65.33 Granted 221,783 2.87 Forfeited — — Vested (222,983 ) 3.21 Outstanding at December 31, 2021 — — Granted 20,000 0.54 Forfeited — — Vested (20,000 ) 0.54 Outstanding at December 31, 2022 — $ — |
SCHEDULE OF OPTION ACTIVITY | A summary of option activity during the years ended December 31, 2022 and 2021 is presented below: SCHEDULE OF OPTION ACTIVITY Number of Weighted-average Weighted-average remaining options exercise price life (in years) Outstanding, January 1, 2021 300,000 $ 3.33 1.10 Issued — — Exercised — — Forfeited (200,000 ) 2.50 Outstanding, December 31, 2021 100,000 $ 5.00 1.92 Issued 337,500 0.41 4.40 Exercised — — Forfeited (25,000 ) 0.41 Outstanding, December 31, 2022 412,500 $ 1.52 3.56 Exercisable, December 31, 2022 144,375 $ 3.59 1.98 |
SCHEDULE OF STOCK OPTIONS ASSUMPTIONS | The Company has estimated the fair value of the options using the Black-Scholes model using the following assumptions: SCHEDULE OF STOCK OPTIONS ASSUMPTIONS For the Year Ended December 31,2022 Risk free interest rate 1.53 4.33 % Expected term (years) 5 Expected volatility 59.10 156.87 % Expected dividends — |
SCHEDULE OF WARRANTS ACTIVITY | A summary of warrants activity during the years ended December 31, 2022 and 2021 is presented below: SCHEDULE OF WARRANTS ACTIVITY Weighted-average Weighted-average Number of exercise remaining life Warrants price (in years) Outstanding, January 1, 2021 2,582,857 $ 4.08 3.3 Issued 21,869,064 0.46 Exercised (4,075,337 ) 0.01 Forfeited (92,568 ) 19.99 Outstanding, December 31, 2021 20,284,016 $ 1.66 4.0 Issued 597,819 2.01 Exercised (2,848,195 ) 0.01 Forfeited — — Outstanding, December 31, 2022 18,033,640 $ 1.93 3.5 Exercisable, December 31, 2022 18,033,640 $ 1.93 3.5 |
BUSINESS ORGANIZATION AND NAT_2
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash | $ 9,898,420 | $ 15,766,703 |
Working capital deficit | 4,032,888 | |
Accumulated Deficit | 79,355,064 | 71,369,837 |
Pre tax net loss | 7,937,657 | 8,170,097 |
Net Cash Used in Operating Activities | $ 198,629 | $ 6,392,711 |
SCHEDULE OF ESTIMATED USEFUL LI
SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Furniture and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Furniture and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 7 years |
Leaseholds and Leasehold Improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 1 year |
Leaseholds and Leasehold Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 11 years |
SCHEDULE OF OTHER INTANGIBLE AS
SCHEDULE OF OTHER INTANGIBLE ASSETS USEFUL LIVES (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Other intangible assets useful lives | 2 years |
Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Other intangible assets useful lives | 13 years |
Franchisee Agreements [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Other intangible assets useful lives | 13 years |
Franchise License [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Other intangible assets useful lives | 10 years |
Trademarks [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Other intangible assets useful lives | 3 years |
Trademarks [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Other intangible assets useful lives | 5 years |
Domain Name, Customer List and Proprietary Recipes [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Other intangible assets useful lives | 3 years |
Domain Name, Customer List and Proprietary Recipes [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Other intangible assets useful lives | 7 years |
Noncompete Agreements [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Other intangible assets useful lives | 2 years |
Noncompete Agreements [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Other intangible assets useful lives | 3 years |
SCHEDULE OF ANTIDILUTIVE SECURI
SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 18,469,699 | 20,416,366 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 18,033,640 | 20,284,016 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 412,500 | 100,000 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 23,559 | 32,350 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 02, 2022 | |
Product Information [Line Items] | ||||
Cash equivalents, at carrying value | $ 0 | $ 0 | ||
Deposit on farmland | 4,914,191 | |||
Other revenues | 161,698,417 | 10,349,636 | ||
Stock based consulting expense | 3,601,987 | |||
Advertising expense | 346,932 | 244,186 | ||
Cumulative effect accumulated deficit | (79,355,064) | $ (71,369,837) | ||
Accounting Standards Update 2016-02 [Member] | ||||
Product Information [Line Items] | ||||
Cumulative effect accumulated deficit | $ 22,799 | $ 15,010 | ||
Additional cumulative effect accumulated deficit | $ 7,789 | |||
Supplier Concentration Risk [Member] | Cost of Goods and Service, Product and Service Benchmark [Member] | Supplier [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk, percentage | 33% | 54% | ||
General and Administrative Expense [Member] | ||||
Product Information [Line Items] | ||||
Advertising expense | $ 168,574 | $ 137,054 | ||
Operating Expense [Member] | ||||
Product Information [Line Items] | ||||
Advertising expense | $ 178,358 | 107,122 | ||
Sadot LLC [Member] | ||||
Product Information [Line Items] | ||||
Equity method investment ownership percentage | 80% | |||
Commodity Sales [Member] | ||||
Product Information [Line Items] | ||||
Other revenues | $ 150,585,644 | |||
Company Restaurant Net Sales [Member] | ||||
Product Information [Line Items] | ||||
Other revenues | 10,300,394 | 9,320,920 | ||
Royalty [Member] | ||||
Product Information [Line Items] | ||||
Other revenues | 485,316 | 434,849 | ||
Franchise Fees [Member] | ||||
Product Information [Line Items] | ||||
Other revenues | 117,205 | 263,215 | ||
Rebates [Member] | ||||
Product Information [Line Items] | ||||
Other revenues | 124,333 | 80,117 | ||
Franchise Advertising Fund Contributions [Member] | ||||
Product Information [Line Items] | ||||
Other revenues | 80,536 | 188,539 | ||
Other Revenue [Member] | ||||
Product Information [Line Items] | ||||
Other revenues | $ 4,989 | $ 61,996 |
LOANS RECEIVABLE (Details Narra
LOANS RECEIVABLE (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
Reserves for uncollectible loans | $ 0 | $ 71,184 |
SCHEDULE OF PREPAID EXPENSES AN
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 89,197 | $ 83,975 |
Preopening expenses | 602 | |
Other receivables | 228,242 | 1,704,751 |
Prepaid and Other Current Assets | $ 317,439 | $ 1,789,328 |
PREPAID EXENSES AND OTHER CUR_3
PREPAID EXENSES AND OTHER CURRENT ASSETS (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Other receivable | $ 228,242 | $ 1,704,751 |
DEPOSIT ON FARMLAND (Details Na
DEPOSIT ON FARMLAND (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deposits assets | $ 4,914,191 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT, NET (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Abstract] | ||
Furniture and equipment | $ 1,266,008 | $ 1,397,098 |
Vehicles | 55,000 | 55,000 |
Leasehold improvements | 2,061,888 | 1,981,019 |
Construction in process | 5,000 | |
Property and equipment, gross | 3,387,896 | 3,433,117 |
Less: accumulated depreciation | (1,492,934) | (1,152,850) |
Property and equipment, net | $ 1,894,962 | $ 2,280,267 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation | $ 585,550 | $ 565,599 |
Property, plant and equipment, disposals | 519,563 | 347,658 |
Gain (loss) on disposition of property plant equipment | 274,098 | 193,405 |
Property and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Accumulated depreciation, depletion and amortization, property, plant, and equipment | $ 245,465 | $ 154,253 |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Indefinite-Lived Intangible Assets [Line Items] | ||
Intangible assets, net, ending balance | $ 4,610,856 | $ 6,387,464 |
Impairment of intangible assets | 5,290,000 | |
Impairment of intangible assets | 347,110 | 1,139,908 |
Amortization expense | (1,429,498) | (640,906) |
Intangible assets, net, beginning balance | 6,387,464 | 2,878,278 |
Impairment of intangible assets | (347,110) | (1,139,908) |
Trademark Muscle Maker Grill [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Intangible assets, net, ending balance | 669,992 | 1,525,653 |
Impairment of intangible assets | ||
Impairment of intangible assets | (347,110) | (998,347) |
Amortization expense | (508,551) | |
Intangible assets, net, beginning balance | 1,525,653 | 2,524,000 |
Impairment of intangible assets | 347,110 | 998,347 |
Franchise Agreements [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Intangible assets, net, ending balance | 135,659 | 162,439 |
Impairment of intangible assets | ||
Impairment of intangible assets | (141,561) | |
Amortization expense | (26,780) | (50,278) |
Intangible assets, net, beginning balance | 162,439 | 354,278 |
Impairment of intangible assets | 141,561 | |
Trademark SuperFit [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Intangible assets, net, ending balance | 29,080 | 38,075 |
Impairment of intangible assets | 45,000 | |
Impairment of intangible assets | ||
Amortization expense | (8,995) | (6,925) |
Intangible assets, net, beginning balance | 38,075 | |
Impairment of intangible assets | ||
Domain Name SuperFit [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Intangible assets, net, ending balance | 80,778 | 105,764 |
Impairment of intangible assets | 125,000 | |
Impairment of intangible assets | ||
Amortization expense | (24,986) | (19,236) |
Intangible assets, net, beginning balance | 105,764 | |
Impairment of intangible assets | ||
Customer List SuperFit [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Intangible assets, net, ending balance | 90,470 | 118,455 |
Impairment of intangible assets | 140,000 | |
Amortization expense | (27,985) | (21,545) |
Intangible assets, net, beginning balance | 118,455 | |
Proprietary Recipes SuperFit [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Intangible assets, net, ending balance | 103,396 | 135,378 |
Impairment of intangible assets | 160,000 | |
Impairment of intangible assets | ||
Amortization expense | (31,982) | (24,622) |
Intangible assets, net, beginning balance | 135,378 | |
Impairment of intangible assets | ||
Non-Compete Agreement SuperFit [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Intangible assets, net, ending balance | 106,751 | 193,339 |
Impairment of intangible assets | 260,000 | |
Impairment of intangible assets | ||
Amortization expense | (86,588) | (66,661) |
Intangible assets, net, beginning balance | 193,339 | |
Impairment of intangible assets | ||
Trademark Pokemoto [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Intangible assets, net, ending balance | 117,881 | 152,862 |
Impairment of intangible assets | 175,000 | |
Impairment of intangible assets | ||
Amortization expense | (34,981) | (22,138) |
Intangible assets, net, beginning balance | 152,862 | |
Impairment of intangible assets | ||
Franchisee License Pokemoto [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Intangible assets, net, ending balance | 2,322,125 | 2,599,473 |
Impairment of intangible assets | 2,775,000 | |
Impairment of intangible assets | ||
Amortization expense | (277,348) | (175,527) |
Intangible assets, net, beginning balance | 2,599,473 | |
Impairment of intangible assets | ||
Proprietary Recipes Pokemoto [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Intangible assets, net, ending balance | 866,614 | 1,027,916 |
Impairment of intangible assets | 1,130,000 | |
Impairment of intangible assets | ||
Amortization expense | (161,302) | (102,084) |
Intangible assets, net, beginning balance | 1,027,916 | |
Impairment of intangible assets | ||
Non-Compete Agreement Pokemoto [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Intangible assets, net, ending balance | 88,110 | 328,110 |
Impairment of intangible assets | 480,000 | |
Impairment of intangible assets | ||
Amortization expense | (240,000) | (151,890) |
Intangible assets, net, beginning balance | 328,110 | |
Impairment of intangible assets |
SCHEDULE OF FUTURE AMORTIZATION
SCHEDULE OF FUTURE AMORTIZATION EXPENSE (Details) | Dec. 31, 2022 USD ($) |
Indefinite-Lived Intangible Assets [Line Items] | |
2023 | $ 1,104,055 |
2024 | 1,124,702 |
2025 | 594,359 |
2026 | 499,893 |
2027 | 465,430 |
Thereafter | 995,972 |
Total | 4,610,856 |
Trademark Muscle Maker Grill [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
2023 | 334,997 |
2024 | 334,996 |
2025 | |
2026 | |
2027 | |
Thereafter | |
Total | 669,992 |
Franchise Agreements [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
2023 | 26,780 |
2024 | 26,853 |
2025 | 26,780 |
2026 | 26,780 |
2027 | 26,780 |
Thereafter | 1,686 |
Total | 135,659 |
Trademark SuperFit [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
2023 | 8,995 |
2024 | 9,020 |
2025 | 8,995 |
2026 | 2,070 |
2027 | |
Thereafter | |
Total | 29,080 |
Domain Name SuperFit [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
2023 | 24,986 |
2024 | 25,055 |
2025 | 24,986 |
2026 | 5,751 |
2027 | |
Thereafter | |
Total | 80,778 |
Customer List SuperFit [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
2023 | 27,985 |
2024 | 28,061 |
2025 | 27,985 |
2026 | 6,439 |
2027 | |
Thereafter | |
Total | 90,470 |
Proprietary Recipes SuperFit [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
2023 | 31,982 |
2024 | 32,071 |
2025 | 31,982 |
2026 | 7,361 |
2027 | |
Thereafter | |
Total | 103,396 |
Non-Compete Agreement SuperFit [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
2023 | 86,588 |
2024 | 20,163 |
2025 | |
2026 | |
2027 | |
Thereafter | |
Total | 106,751 |
Trademark Pokemoto [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
2023 | 34,981 |
2024 | 35,077 |
2025 | 34,981 |
2026 | 12,842 |
2027 | |
Thereafter | |
Total | 117,881 |
Franchisee License Pokemoto [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
2023 | 277,348 |
2024 | 278,108 |
2025 | 277,348 |
2026 | 277,348 |
2027 | 277,348 |
Thereafter | 934,625 |
Total | 2,322,125 |
Proprietary Recipes Pokemoto [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
2023 | 161,303 |
2024 | 161,744 |
2025 | 161,303 |
2027 | 161,303 |
Thereafter | 59,658 |
Total | 866,614 |
Non-Compete Agreement Pokemoto [Member] | |
Indefinite-Lived Intangible Assets [Line Items] | |
2023 | 88,110 |
2024 | |
2025 | |
2026 | |
2027 | |
Thereafter | |
Total | $ 88,110 |
SCHEDULE OF GOODWILL ASSETS (De
SCHEDULE OF GOODWILL ASSETS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Indefinite-Lived Intangible Assets [Line Items] | ||
Goodwill net | $ 2,626,399 | $ 656,348 |
Acquisitions | 2,056,399 | |
Impairment of goodwill | (86,348) | |
Goodwill, net | 2,626,399 | 2,626,399 |
Muscle Maker Grill [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Goodwill net | 570,000 | 656,348 |
Acquisitions | ||
Impairment of goodwill | (86,348) | |
Goodwill, net | 570,000 | 570,000 |
Pokemoto [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Goodwill net | 1,798,399 | |
Acquisitions | 1,798,399 | |
Impairment of goodwill | ||
Goodwill, net | 1,798,399 | 1,798,399 |
Super Fit Food [Member] | ||
Indefinite-Lived Intangible Assets [Line Items] | ||
Goodwill net | 258,000 | |
Acquisitions | 258,000 | |
Impairment of goodwill | ||
Goodwill, net | $ 258,000 | $ 258,000 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of intangible assets | $ 1,429,498 | $ 640,906 |
Impairment of intangible assets finite lived | 347,110 | 1,139,908 |
Goodwill impairment charge | $ 86,348 | |
Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
other intangible assets useful lives | 2 years | |
Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
other intangible assets useful lives | 13 years |
SCHEDULE OF ACCOUNTS PAYABLES A
SCHEDULE OF ACCOUNTS PAYABLES AND ACCRUED EXPENSES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |||
Accounts payable | $ 1,085,143 | $ 911,415 | |
Accrued payroll and bonuses | 551,129 | 758,732 | |
Accrued expenses | 87,382 | 226,954 | |
Accrued professional fees | 185,000 | 185,872 | |
Sales taxes payable (1) | [1] | 44,615 | 125,550 |
Total Accounts Payable and Accrued Expenses | $ 1,953,269 | $ 2,208,523 | |
[1]See Note 15 – Commitments and Contingencies – Taxes for details related to delinquent sales taxes in 2021. |
ACCRUED STOCK-BASED CONSULTIN_2
ACCRUED STOCK-BASED CONSULTING EXPENSES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stock based consulting expenses | $ 3,601,987 | |
Sadot LLC [Member] | ||
Equity method investment ownership percentage | 80% |
SCHEDULE OF OUTSTANDING DEBT (D
SCHEDULE OF OUTSTANDING DEBT (Details) | Dec. 31, 2022 USD ($) |
Short-Term Debt [Line Items] | |
Total debt | $ 981,178 |
12/31/2023 [Member] | |
Short-Term Debt [Line Items] | |
Total debt | 222,356 |
12/31/2024 [Member] | |
Short-Term Debt [Line Items] | |
Total debt | 137,159 |
12/31/2025 [Member] | |
Short-Term Debt [Line Items] | |
Total debt | 79,315 |
12/31/2026 [Member] | |
Short-Term Debt [Line Items] | |
Total debt | $ 542,348 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 12 Months Ended | ||||||
Jun. 21, 2021 | May 09, 2020 | Oct. 10, 2019 | Apr. 11, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 06, 2018 | |
Short-Term Debt [Line Items] | |||||||
Convertible notes payable | $ 100,000 | ||||||
Debt principal amount | $ 981,178 | ||||||
Convertible note payable gross | 82,458 | 82,458 | |||||
Repayments of notes payable | 230,080 | 1,280,432 | |||||
Other notes payable | $ 898,721 | ||||||
Minimum [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Interest rate | 3.75% | ||||||
Maximum [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Interest rate | 8% | ||||||
Pokemoto Acquisition [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt forgiven face amount | $ 139,877 | 151,176 | |||||
Debt interest | 1,402 | 1,589 | |||||
Loans payable | 291,053 | ||||||
Pokemoto Acquisition [Member] | Economic Injury Disaster Loans [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Loans payable | 1,171,400 | ||||||
Paycheck Protection Program [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Company received loan proceeds | $ 866,300 | ||||||
2018 ARH Note [Member] | Former Parent [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Convertible notes payable | $ 475,000 | ||||||
Conversion price per share | $ 3.50 | ||||||
Debt principal amount | $ 392,542 | ||||||
Number of shares issued for conversion of debt | 112,154 | ||||||
Notes Payable [Member] | Former Franchisee [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Proceeds from promissory notes | $ 300,000 | ||||||
Interest rate | 8% | ||||||
Debt instrument, term | 5 years | ||||||
Paycheck Protection Program Loan [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Debt forgiven | $ 875,974 | ||||||
Debt forgiven face amount | 866,300 | ||||||
Debt interest | $ 9,674 | ||||||
Other Notes Payable [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Repayments of notes payable | $ 130,080 | $ 1,280,432 |
SCHEDULE OF OPERATING LEASE ASS
SCHEDULE OF OPERATING LEASE ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Right to use asset | $ 2,432,894 | |
Liabilities | ||
Operating leases – current | 560,444 | |
Operating leases – non-current | 2,018,851 | |
Total lease liabilities | $ 2,579,295 |
SCHEDULE OF OPERATING LEASE LIA
SCHEDULE OF OPERATING LEASE LIABILITY MATURITY (Details) | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
2023 | $ 833,562 |
2024 | 769,663 |
2025 | 621,298 |
2026 | 413,364 |
2027 | 248,123 |
Thereafter | 567,519 |
Total lease payments | 3,453,529 |
Less imputed interest | (874,234) |
Present value of lease liabilities | $ 2,579,295 |
SCHEDULE OF LEASE TERM AND DISC
SCHEDULE OF LEASE TERM AND DISCOUNT RATE (Details) | Dec. 31, 2022 |
Leases [Abstract] | |
Weighted-average remaining operating lease term (in year) | 4 years 11 months 1 day |
Weighted-average discount rate - operating leases | 12% |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 12 Months Ended | |
Jan. 02, 2022 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Operating lease, description | The lease generally has remaining terms of 1-10 years and most lease included the option to extend the lease for an additional 5-year period. | |
Operating lease cost | $ 945,133 |
SCHEDULE OF DEFERRED REVENUE (D
SCHEDULE OF DEFERRED REVENUE (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Deferred revenues, net | $ 1,371,170 | $ 1,063,373 |
Less: deferred revenue, current | (95,392) | (49,728) |
Deferred revenues, non-current | $ 1,275,778 | $ 1,013,645 |
DEFERRED REVENUE (Details Narra
DEFERRED REVENUE (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Deferred revenue, revenue recognized | $ 91,881 | |
Deferred revenue | $ 49,728 | $ 95,392 |
SCHEDULE OF OTHER CURRENT LIABI
SCHEDULE OF OTHER CURRENT LIABILITIES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Other current liabilities | $ 181,615 | $ 286,088 |
Gift Card Liability [Member] | ||
Other current liabilities | 25,432 | 27,633 |
Coop Advertising Fund Liability [Member] | ||
Other current liabilities | 77,811 | 126,564 |
Marketing Development Brand Fund Liability [Member] | ||
Other current liabilities | 35,424 | 14,330 |
Advertising Fund Liability [Member] | ||
Other current liabilities | $ 42,948 | $ 117,561 |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 10,614,916 | $ 10,345,422 |
Receivable allowance | 5,057 | 18,885 |
Stock-based compensation | 14,825 | |
Intangible assets | 313,546 | 662,357 |
Property and equipment | ||
Deferred rent | 12,935 | |
Other carryforwards | 279 | |
Deferred revenues | 204,473 | 177,191 |
Leases | 31,638 | |
Gross deferred tax asset | 11,184,734 | 11,216,790 |
Property and equipment | (159,762) | (447,944) |
Gross deferred tax liabilities | (159,762) | (447,944) |
Net deferred tax assets | 11,024,972 | 10,768,846 |
Valuation allowance | (11,024,972) | (10,768,846) |
Net deferred tax asset, net of valuation allowance |
SCHEDULE OF INCOME TAX Expense
SCHEDULE OF INCOME TAX Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Federal: | ||
Current | ||
Deferred | ||
State and local: | ||
Current | 24,771 | 6,033 |
Deferred | ||
Federal, State and local, tax expense | 24,771 | 6,033 |
Change in valuation allowance | ||
Income tax expense | $ 24,771 | $ 6,033 |
SCHEDULE OF RECONCILIATION OF S
SCHEDULE OF RECONCILIATION OF STATUTORY FEDERAL INCOME TAX RATE (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax benefit at statutory rate | 21% | 21% |
State income tax benefit, net of federal impact | (0.50%) | 7% |
Permanent differences | (0.10%) | (0.00%) |
PPP loan forgiveness | 0.40% | |
Return to provision adjustments | 3.30% | |
Deferred tax asset true up- State | (14.50%) | |
Deferred tax asset true up- Federal | (6.80%) | |
Other | (1.70%) | |
Change in valuation allowance | (3.30%) | (26.30%) |
Effective income tax rate | (0.50%) | 0% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Net operating losses of federal and state | $ 63,200,000 | |
Operating loss carryforward expiration term | will expire from 2035 to 2037 for federal and state purposes. | |
Operating loss carryforwards, valuation allowance | $ 11,024,972 | $ 10,768,846 |
Valuation allowance increased | $ 256,126 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 12 Months Ended | ||||||||||||||||||||||||||||||||
Nov. 16, 2022 | Oct. 12, 2022 | Jul. 14, 2022 | Apr. 24, 2022 | Mar. 31, 2022 | Feb. 24, 2022 | Feb. 09, 2022 | Jan. 18, 2022 | Jan. 06, 2022 | Dec. 27, 2021 | Dec. 07, 2021 | Dec. 03, 2021 | Nov. 17, 2021 | Oct. 25, 2021 | Oct. 22, 2021 | Oct. 21, 2021 | Oct. 11, 2021 | Aug. 24, 2021 | May 06, 2021 | Apr. 30, 2021 | Apr. 07, 2021 | Mar. 31, 2021 | Mar. 22, 2021 | Mar. 08, 2021 | Feb. 07, 2021 | Feb. 03, 2021 | Jan. 23, 2020 | Mar. 07, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 14, 2022 | Nov. 11, 2022 | Oct. 07, 2021 | |
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||
Shares issued for chair of such committee | $ 17,552 | $ 1,327,027 | |||||||||||||||||||||||||||||||
Number of common stock shares issued | 1,209,604 | 6,772,000 | 1,250,000 | ||||||||||||||||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||||
Share price | $ 1.5625 | ||||||||||||||||||||||||||||||||
Common stock, shares issued | 29,287,212 | 26,110,268 | |||||||||||||||||||||||||||||||
Common stock, shares outstanding | 29,287,212 | 26,110,268 | |||||||||||||||||||||||||||||||
Percentage of issued and outstanding | 49.90% | ||||||||||||||||||||||||||||||||
Deferred revenue | $ 1,371,170 | $ 1,063,373 | |||||||||||||||||||||||||||||||
Convertible notes payable | 100,000 | ||||||||||||||||||||||||||||||||
Sales Taxes [Member] | |||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||
Accrued for sales tax payable includes interest payable, amount | 44,615 | 125,550 | |||||||||||||||||||||||||||||||
Restaurant [Member] | |||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||
Royalty fee | $ 1,000 | ||||||||||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||
Notes payable | $ 71,520,462 | ||||||||||||||||||||||||||||||||
Aggia Llc Fc [Member] | |||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||
Common stock, shares issued | 14,424,275 | ||||||||||||||||||||||||||||||||
Common stock, shares outstanding | 14,424,275 | ||||||||||||||||||||||||||||||||
Percentage of issued and outstanding | 19.99% | ||||||||||||||||||||||||||||||||
Resolute Contractors, Inc [Member] | |||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||
Litigation Settlement, Amount Awarded to Other Party | $ 32,809 | ||||||||||||||||||||||||||||||||
Upon Completion of Agreement [Member] | |||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||
Stock issued during period shares issuable for services | 30,000 | 40,000 | |||||||||||||||||||||||||||||||
Consultant [Member] | |||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||
Stock issued during period shares issuable for services | 160,000 | 40,000 | |||||||||||||||||||||||||||||||
Shares issued for chair of such committee | $ 177,600 | $ 40,800 | |||||||||||||||||||||||||||||||
Value of issued shares of common stock | $ 15,600 | $ 7,400 | $ 84,975 | $ 15,150 | $ 20,999 | $ 214,500 | $ 14,700 | $ 42,600 | |||||||||||||||||||||||||
Number of common stock shares issued | 30,000 | 10,000 | 82,500 | 15,000 | 15,000 | 150,000 | 10,000 | 20,000 | |||||||||||||||||||||||||
Board of Directors Chairman [Member] | |||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||
Number of common stock shares issued | 75,792 | 74,019 | 53,961 | 39,573 | 24,275 | 20,829 | 12,711 | 16,126 | |||||||||||||||||||||||||
Cash compensation | 12,000 | $ 22,000 | |||||||||||||||||||||||||||||||
Director [Member] | |||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||
Shares issued for chair of such committee | 8,000 | ||||||||||||||||||||||||||||||||
Committee [Member] | |||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||
Shares issued for chair of such committee | 6,000 | ||||||||||||||||||||||||||||||||
Chair of Committee [Member] | |||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||
Shares issued for chair of such committee | 4,000 | ||||||||||||||||||||||||||||||||
Board Compensation [Member] | |||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||
Cash compensation | 33,000 | ||||||||||||||||||||||||||||||||
Accrued liabilities | 28,487 | ||||||||||||||||||||||||||||||||
Note Holder [Member] | |||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||
Value of issued shares of common stock | $ 40,000 | ||||||||||||||||||||||||||||||||
Convertible notes payable | 110,000 | ||||||||||||||||||||||||||||||||
Promissory note | 100,000 | ||||||||||||||||||||||||||||||||
Litigation Settlement, Expense | $ 171,035 | ||||||||||||||||||||||||||||||||
Accrued interest | $ 30,000 | $ 30,000 | |||||||||||||||||||||||||||||||
Chief Accounting Officer [Member] | |||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||
Officers compensation | $ 175,000 | ||||||||||||||||||||||||||||||||
Salary percentage | 25% | ||||||||||||||||||||||||||||||||
Shares of common stock issued | 25,000 | ||||||||||||||||||||||||||||||||
Weighted average remaining contractual term | 5 years | ||||||||||||||||||||||||||||||||
Consulting Agreement [Member] | |||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||
Agreement term description | The term of the agreement was for five months from the effective date on March 8, 2021. | The term of the agreement is for five months from the effective date on February 7, 2021. | |||||||||||||||||||||||||||||||
Stock issued during period shares issuable for services | 70,000 | 60,000 | 30,000 | 40,000 | |||||||||||||||||||||||||||||
Shares issued for chair of such committee | $ 31,800 | $ 42,400 | |||||||||||||||||||||||||||||||
Value of issued shares of common stock | $ 250,000 | ||||||||||||||||||||||||||||||||
Number of common stock shares issued | 150,000 | ||||||||||||||||||||||||||||||||
Consulting Agreement [Member] | Consultant [Member] | |||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||
Stock issued during period shares issuable for services | 100,000 | 100,000 | |||||||||||||||||||||||||||||||
Franchise Agreement [Member] | |||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||
Deferred revenue | 425,222 | $ 217,500 | |||||||||||||||||||||||||||||||
Master Franchise Agreement [Member] | |||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||
Consideration payable | 150,000 | ||||||||||||||||||||||||||||||||
Initial deposit | 50,000 | ||||||||||||||||||||||||||||||||
Master Franchise Agreement [Member] | Restaurant [Member] | |||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||
Consideration payable | $ 20,000 | ||||||||||||||||||||||||||||||||
Litigations, Claims and Assessments [Member] | |||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||
Debt payment | $ 10,000 | ||||||||||||||||||||||||||||||||
Litigation Settlement, Amount Awarded to Other Party | $ 130,185 | ||||||||||||||||||||||||||||||||
Roper Agreement [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||
Officers compensation | $ 350,000 | ||||||||||||||||||||||||||||||||
Additional bonus | 50,000 | ||||||||||||||||||||||||||||||||
Roper Agreement [Member] | Designated Directors [Member] | |||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||
Additional bonus | 25,000 | ||||||||||||||||||||||||||||||||
Black Agreement [Member] | Designated Directors [Member] | |||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||
Additional bonus | 25,000 | ||||||||||||||||||||||||||||||||
Black Agreement [Member] | Chief Financial Officer [Member] | |||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||
Officers compensation | 190,000 | ||||||||||||||||||||||||||||||||
Additional bonus | $ 50,000 | ||||||||||||||||||||||||||||||||
Salary percentage | 50% | ||||||||||||||||||||||||||||||||
Miller Agreement [Member] | Designated Directors [Member] | |||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||
Additional bonus | $ 25,000 | ||||||||||||||||||||||||||||||||
Miller Agreement [Member] | Chief Operating Officer [Member] | |||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||
Officers compensation | $ 275,000 | ||||||||||||||||||||||||||||||||
Salary percentage | 75% | ||||||||||||||||||||||||||||||||
Mohan Agreement [Member] | Chief Investment Officer [Member] | |||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||
Officers compensation | $ 200,000 | ||||||||||||||||||||||||||||||||
Additional bonus | $ 50,000 | ||||||||||||||||||||||||||||||||
Salary percentage | 75% | ||||||||||||||||||||||||||||||||
accrued bonus payments | $ 25,000 | ||||||||||||||||||||||||||||||||
Infante Agreement [Member] | Chief Marketing Officer [Member] | |||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||
Officers compensation | 175,000 | ||||||||||||||||||||||||||||||||
Additional bonus | $ 25,000 | ||||||||||||||||||||||||||||||||
Salary percentage | 25% |
SUMMARY OF OPERATING SEGMENTS (
SUMMARY OF OPERATING SEGMENTS (Details) - USD ($) | 12 Months Ended | |||
May 06, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Segment Reporting Information [Line Items] | ||||
Revenues | $ 161,698,417 | $ 10,349,636 | ||
Operating Loss | (8,117,150) | (9,447,294) | ||
Other income/ (expense) | 44,944 | (9,097) | ||
Interest expense, net | (6,730) | (69,514) | ||
Change in fair value of accrued compensation | $ 127,500 | 127,500 | ||
Gain on debt extinguishment | 141,279 | 1,228,308 | ||
Loss before income taxes | (7,937,657) | (8,170,097) | ||
Muscle Maker Grill Division [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 4,443,177 | 5,530,803 | ||
Operating Loss | (938,261) | (493,635) | ||
Pokemoto Division [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 4,952,959 | 2,685,498 | ||
Operating Loss | 92,884 | 632,929 | ||
Non Traditional Hybrid Division [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 383,270 | 665,884 | ||
Operating Loss | (328,577) | (1,009,774) | ||
Super Fit Foods Division [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 1,333,367 | 1,467,451 | ||
Operating Loss | 37,885 | 192,789 | ||
Sadot Division [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 150,585,644 | |||
Operating Loss | 4,548,440 | |||
Corporate and Unallocated General and Administrative Expenses [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Operating Loss | [1] | (6,149,801) | (8,088,682) | |
Stock Based Consulting Expenses [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Operating Loss | (3,601,987) | |||
Unallocated Operating Other Income Expense [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Operating Loss | [2] | $ (1,777,733) | $ (680,921) | |
[1]Includes charges related to corporate expense that the Company does not allocate to the respective divisions. For the years ended December 31, 2022 and 2021, the largest portion of this expense related to corporate payroll, benefits and other compensation expenses of $ 3,682,605 3,198,844 1,010,866 3,707,773 |
SUMMARY OF OPERATING SEGMENTS_2
SUMMARY OF OPERATING SEGMENTS (Details) (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting [Abstract] | ||
Other compensation expense | $ 3,682,605 | $ 3,198,844 |
Professional fees | $ 1,010,866 | $ 3,707,773 |
SCHEDULE OF ACTIVITY RELATED TO
SCHEDULE OF ACTIVITY RELATED TO RESTRICTED COMMON STOCK (Details) - Restricted Common Stock [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Restricted Common Stock, Outstanding Beginning | 1,200 | |
Weighted Average Grant Date Fair Value, Outstanding Beginning | $ 65.33 | |
Restricted Common Stock, Granted | 20,000 | 221,783 |
Weighted Average Grant Date Fair Value, Granted | $ 0.54 | $ 2.87 |
Restricted Common Stock, Forfeited | ||
Weighted Average Grant Date Fair Value, Forfeited | ||
Restricted Common Stock, Vested | (20,000) | (222,983) |
Weighted Average Grant Date Fair Value, Vested | $ 0.54 | $ 3.21 |
Restricted Common Stock, Outstanding Ending | ||
Weighted Average Grant Date Fair Value, Outstanding Ending |
SCHEDULE OF OPTION ACTIVITY (De
SCHEDULE OF OPTION ACTIVITY (Details) - $ / shares | 12 Months Ended | |||
Oct. 10, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of Options, Weighted Average Exercise Price, Outstanding Beginning | $ 0.41 | |||
Share-Based Payment Arrangement, Option [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of Options, Outstanding Beginning | 100,000 | 300,000 | ||
Number of Options, Weighted Average Exercise Price, Outstanding Beginning | $ 5 | $ 3.33 | ||
Number of Options, Weighted Average Remaining Life In Years, Outstanding Ending | 3 years 6 months 21 days | 1 year 11 months 1 day | 1 year 1 month 6 days | |
Number of Options, Outstanding Beginning | 337,500 | |||
Number of Options, Weighted Average Exercise Price, Outstanding Beginning | $ 0.41 | |||
Number of Options, Outstanding Beginning | ||||
Number of Options, Weighted Average Exercise Price, Outstanding Beginning | ||||
Number of Options, Outstanding Beginning | (25,000) | (200,000) | ||
Number of Options, Weighted Average Exercise Price, Outstanding Beginning | $ 0.41 | $ 2.50 | ||
Number of Options, Weighted Average Remaining Life In Years, issued | 4 years 4 months 24 days | |||
Number of Options, Outstanding Beginning | 412,500 | 100,000 | 300,000 | |
Number of Options, Weighted Average Exercise Price, Outstanding Beginning | $ 1.52 | $ 5 | $ 3.33 | |
Number of Options, Outstanding Beginning | 144,375 | |||
Number of Options, Weighted Average Exercise Price, Outstanding Beginning | $ 3.59 | |||
Number of Options, Weighted Average Remaining Life In Years, Exercisable | 1 year 11 months 23 days |
SCHEDULE OF STOCK OPTIONS ASSUM
SCHEDULE OF STOCK OPTIONS ASSUMPTIONS (Details) - Share-Based Payment Arrangement, Option [Member] | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Contractual term (years) | 5 years |
Expected dividends | |
Minimum [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Risk free interest rate | 1.53% |
Expected volatility | 59.10% |
Maximum [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Risk free interest rate | 4.33% |
Expected volatility | 156.87% |
SCHEDULE OF WARRANTS ACTIVITY (
SCHEDULE OF WARRANTS ACTIVITY (Details) - Warrant [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Number of Warrants, Outstanding Beginning | 20,284,016 | 2,582,857 | |
Weighted Average Exercise Price, Outstanding Beginning | $ 1.66 | $ 4.08 | |
Weighted Average Remaining Life In Years, Outstanding Beginning | 4 years | 3 years 3 months 18 days | |
Number of Warrants, Issued | 597,819 | 21,869,064 | |
Weighted Average Exercise Price, Issued | $ 2.01 | $ 0.46 | |
Number of Warrants, Exercised | (2,848,195) | (4,075,337) | |
Weighted Average Exercise Price, Exercised | $ 0.01 | $ 0.01 | |
Number of Warrants, Forfeited | (92,568) | ||
Weighted Average Exercise Price, Forfeited | $ 19.99 | ||
Number of Warrants, Outstanding Ending | 18,033,640 | 20,284,016 | 2,582,857 |
Weighted Average Exercise Price, Outstanding Ending | $ 1.93 | $ 1.66 | $ 4.08 |
Weighted Average Remaining Life In Years, Outstanding Ending | 3 years 6 months | ||
Number of Warrants, Exercisable | 18,033,640 | ||
Weighted Average Exercise Price, Exercisable | $ 1.93 | ||
Weighted Average Remaining Life In Years, Exercisable | 3 years 6 months |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||
Nov. 29, 2022 | Oct. 12, 2022 | Oct. 10, 2022 | Jul. 14, 2022 | Jun. 30, 2022 | May 02, 2022 | Mar. 31, 2022 | Feb. 24, 2022 | Jan. 18, 2022 | Jan. 06, 2022 | Jan. 03, 2022 | Dec. 27, 2021 | Dec. 23, 2021 | Dec. 07, 2021 | Dec. 03, 2021 | Nov. 17, 2021 | Oct. 22, 2021 | Oct. 21, 2021 | Oct. 11, 2021 | Aug. 26, 2021 | Aug. 24, 2021 | May 28, 2021 | May 27, 2021 | May 24, 2021 | May 06, 2021 | Apr. 30, 2021 | Apr. 07, 2021 | Mar. 31, 2021 | Feb. 11, 2021 | Feb. 03, 2021 | Jan. 02, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 14, 2022 | Jun. 08, 2022 | Apr. 04, 2022 | Oct. 07, 2021 | Oct. 06, 2021 | Apr. 06, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | 25,000,000 | |||||||||||||||||||||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||||||||||
Shares issued of common stock | 1,209,604 | 6,772,000 | 1,250,000 | ||||||||||||||||||||||||||||||||||||
Accrued compensation | $ 127,500 | $ 127,500 | |||||||||||||||||||||||||||||||||||||
Cancellation of common stock shares | 11,879 | ||||||||||||||||||||||||||||||||||||||
Number of shares issued for services, value | 17,552 | 1,327,027 | |||||||||||||||||||||||||||||||||||||
Number of shares authorized to issue | 438,085 | 1,209,604 | 39,573 | 1,200,000 | 20,000 | ||||||||||||||||||||||||||||||||||
Warrants or rights | 1,210,110 | 1,200,215 | |||||||||||||||||||||||||||||||||||||
[custom:AggregatePurchasePriceOfCommonStock-0] | $ 15,000,000 | $ 10,000,000 | |||||||||||||||||||||||||||||||||||||
Sale of Stock, Price Per Share | $ 1.385 | $ 2.43 | |||||||||||||||||||||||||||||||||||||
Common stock warrant value | $ 1.385 | $ 0.01 | |||||||||||||||||||||||||||||||||||||
Warrant expiration term | 5 years | 5 years 6 months | |||||||||||||||||||||||||||||||||||||
Common stock percent | 4% | 4% | |||||||||||||||||||||||||||||||||||||
Number of new stock issued during the period | 25,000 | ||||||||||||||||||||||||||||||||||||||
Stock option, exercise price | $ 0.41 | ||||||||||||||||||||||||||||||||||||||
Share based compensation | $ 152,928 | $ 2,207,046 | |||||||||||||||||||||||||||||||||||||
Employment Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||
Number of new stock issued during the period | 312,500 | ||||||||||||||||||||||||||||||||||||||
Stock option, exercise price | $ 0.41 | ||||||||||||||||||||||||||||||||||||||
Private Placement [Member] | |||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||
Common stock warrant value | $ 1.662 | $ 2.916 | |||||||||||||||||||||||||||||||||||||
Common stock percent | 8% | ||||||||||||||||||||||||||||||||||||||
Private Placement [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||
Common stock percent | 8% | ||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||
Shares issued of common stock | 30,910 | ||||||||||||||||||||||||||||||||||||||
Cancellation of common stock shares | 11,879 | ||||||||||||||||||||||||||||||||||||||
Shares issued as services | 35,000 | 852,500 | |||||||||||||||||||||||||||||||||||||
Number of shares issued for services, value | $ 7 | $ 86 | |||||||||||||||||||||||||||||||||||||
Warrants or rights | 10,830,305 | ||||||||||||||||||||||||||||||||||||||
Restricted stock issued | 1,200 | ||||||||||||||||||||||||||||||||||||||
Common Warrant [Member] | |||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||
Warrants or rights | 4,115,227 | ||||||||||||||||||||||||||||||||||||||
Prefunded Warrant [Member] | |||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||
Warrants or rights | 4,058,305 | 2,865,227 | |||||||||||||||||||||||||||||||||||||
Common stock warrant value | $ 0.0001 | $ 2.42 | |||||||||||||||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||
Shares issued of common stock | 438,085 | 1,200,000 | 1,210,110 | 1,400,000 | 1,465,227 | ||||||||||||||||||||||||||||||||||
Common stock warrant value | $ 1.3849 | ||||||||||||||||||||||||||||||||||||||
Proceeds from Warrant Exercises | $ 44 | $ 121 | $ 14,000 | $ 14,652 | |||||||||||||||||||||||||||||||||||
Share based compensation | 140,377 | $ 2,207,046 | |||||||||||||||||||||||||||||||||||||
Warrant [Member] | General and Administrative Expense [Member] | |||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||
Share based compensation | $ 140,377 | 2,200,274 | |||||||||||||||||||||||||||||||||||||
Warrant [Member] | Operating Expense [Member] | |||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||
Share based compensation | $ 6,772 | ||||||||||||||||||||||||||||||||||||||
Investor [Member] | |||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||
Shares issued of common stock | 1,100 | ||||||||||||||||||||||||||||||||||||||
Value of issued shares of common stock | $ 1,540 | ||||||||||||||||||||||||||||||||||||||
Cancellation of common stock shares | 11,879 | ||||||||||||||||||||||||||||||||||||||
Consultant [Member] | |||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||
Shares issued of common stock | 30,000 | 10,000 | 82,500 | 15,000 | 15,000 | 150,000 | 10,000 | 20,000 | |||||||||||||||||||||||||||||||
Value of issued shares of common stock | $ 15,600 | $ 7,400 | $ 84,975 | $ 15,150 | $ 20,999 | $ 214,500 | $ 14,700 | $ 42,600 | |||||||||||||||||||||||||||||||
Shares issued as services | 160,000 | 40,000 | |||||||||||||||||||||||||||||||||||||
Number of shares issued for services, value | $ 177,600 | $ 40,800 | |||||||||||||||||||||||||||||||||||||
Board of Directors Chairman [Member] | |||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||
Shares issued of common stock | 75,792 | 74,019 | 53,961 | 39,573 | 24,275 | 20,829 | 12,711 | 16,126 | |||||||||||||||||||||||||||||||
Number of shares authorized to issue | 75,792 | 74,019 | |||||||||||||||||||||||||||||||||||||
Contractor [Member] | |||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||
Number of shares authorized to issue | 5,000 | ||||||||||||||||||||||||||||||||||||||
Employees and Consultants [Member] | |||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||
Restricted stock issued | 1,200 | ||||||||||||||||||||||||||||||||||||||
Executive and Employee [Member] | |||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||
Restricted stock issued | 221,783 | ||||||||||||||||||||||||||||||||||||||
Officer [Member] | |||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||
Shares forfeited | 25,000 | ||||||||||||||||||||||||||||||||||||||
2020 Plan [Member] | |||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||
Common stock shares reserved for future issuance | 1,750,000 | ||||||||||||||||||||||||||||||||||||||
Shares issued | 889,756 | ||||||||||||||||||||||||||||||||||||||
2021 Plan [Member] | |||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||||||||||||||||||||||||||||||
Common stock shares reserved for future issuance | 1,500,000 | ||||||||||||||||||||||||||||||||||||||
Shares issued | 625,120 | ||||||||||||||||||||||||||||||||||||||
Options to purchase shares | 312,500 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Mar. 21, 2023 | Mar. 15, 2023 | Feb. 27, 2023 | Nov. 16, 2022 | Oct. 12, 2022 | Jul. 14, 2022 | Mar. 31, 2022 | Feb. 24, 2022 | Jan. 06, 2022 | Nov. 17, 2021 | Oct. 21, 2021 | Aug. 24, 2021 | Apr. 07, 2021 | Mar. 31, 2021 | Feb. 03, 2021 | Feb. 28, 2023 | Jan. 31, 2023 | Jan. 05, 2023 | Dec. 31, 2022 | Nov. 29, 2022 | Nov. 14, 2022 | Apr. 04, 2022 | Jan. 03, 2022 | Dec. 31, 2021 | Oct. 07, 2021 | Oct. 06, 2021 |
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | 1,209,604 | 39,573 | 438,085 | 20,000 | 1,200,000 | |||||||||||||||||||||
Number of new stock issued during the period | 1,209,604 | 6,772,000 | 1,250,000 | |||||||||||||||||||||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | 25,000,000 | ||||||||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||
Board of Directors Chairman [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | 75,792 | 74,019 | ||||||||||||||||||||||||
Number of new stock issued during the period | 75,792 | 74,019 | 53,961 | 39,573 | 24,275 | 20,829 | 12,711 | 16,126 | ||||||||||||||||||
Chief Financial Officer [Member] | Black Agreement [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Officers compensation | $ 190,000 | |||||||||||||||||||||||||
Salary percentage | 50% | |||||||||||||||||||||||||
Additional bonus | $ 50,000 | |||||||||||||||||||||||||
Designated Directors [Member] | Black Agreement [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Additional bonus | $ 25,000 | |||||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Number of new stock issued during the period | 68,928 | 531,072 | ||||||||||||||||||||||||
Stock option, exercise price | $ 1.505 | $ 1.505 | ||||||||||||||||||||||||
Shares issued price per share | $ 1 | |||||||||||||||||||||||||
Common stock, shares authorized | 150,000,000 | |||||||||||||||||||||||||
Common stock, par value | $ 0.0001 | |||||||||||||||||||||||||
Subsequent Event [Member] | Two Thousand And Twenty Three Plan [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Reversed issuance of common stock shares | 2,500,000 | |||||||||||||||||||||||||
Shares issued | 68,928 | |||||||||||||||||||||||||
Subsequent Event [Member] | Board of Directors Chairman [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | 31,308 | |||||||||||||||||||||||||
Subsequent Event [Member] | Chief Financial Officer [Member] | Black Agreement [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Officers compensation | $ 250,000 | |||||||||||||||||||||||||
Salary percentage | 50% | |||||||||||||||||||||||||
Additional bonus | $ 50,000 | |||||||||||||||||||||||||
Subsequent Event [Member] | Designated Directors [Member] | Black Agreement [Member] | ||||||||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||||||||
Additional bonus | $ 25,000 |