Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2020 | |
Cover [Abstract] | |
Entity Registrant Name | Vinco Ventures, Inc. |
Entity Central Index Key | 0001717556 |
Document Type | S-1 |
Amendment Flag | false |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | true |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | |||
Cash and cash equivalents | $ 384,604 | $ 412,719 | $ 2,052,731 |
Accounts receivable, net | 3,145,530 | 2,108,099 | 1,877,351 |
Inventory | 1,515,351 | 1,369,225 | 923,707 |
Prepaid expenses and other current assets | 1,529,709 | 917,433 | 611,695 |
Income tax receivable | 147,889 | 147,889 | |
Total current assets | 6,723,083 | 4,955,365 | 5,465,484 |
Property and equipment, net | 1,012,375 | 931,968 | 998,863 |
Right of use assets - operating leases, net | 505,933 | 732,100 | |
Intangible assets, net | 10,772,241 | 11,598,063 | 12,687,731 |
Goodwill | 5,392,123 | 5,392,123 | 9,736,510 |
Total assets | 24,405,755 | 23,609,619 | 28,888,588 |
Current liabilities: | |||
Accounts payable | 3,024,689 | 7,397,650 | 5,519,159 |
Accrued expenses and other current liabilities | 1,620,230 | 1,594,669 | 1,135,551 |
Deferred revenues | 1,009,838 | 159,591 | 175,956 |
Current portion of operating lease liabilities | 279,719 | 272,215 | |
Income tax payable | 8,151 | 22,919 | 129,511 |
Line of credit, net of debt issuance costs | 1,616,668 | 456,995 | 531,804 |
Current portion of convertible notes payable, net of debt issuance costs | 498,002 | ||
Current portion of notes payable, net of debt issuance costs | 821,092 | 1,365,675 | 313,572 |
Current portion of notes payable - related parties | 1,214,698 | 1,686,352 | 932,701 |
Due to related party | 22,005 | 17,253 | 140,682 |
Total current liabilities | 10,115,092 | 12,973,319 | 8,878,936 |
Contingent consideration | 520,000 | ||
Operating lease liabilities, net of current portion | 255,100 | 482,212 | |
Convertible notes payable - related parties, net of debt discount | 1,136,495 | 1,061,495 | 961,494 |
Notes payable, net of current portion | 821,271 | 42,492 | 56,688 |
Notes payable - related parties, net of current portion | 1,452,815 | 1,595,669 | 2,531,490 |
Deferred tax liability | 341 | ||
Total liabilities | 13,780,773 | 16,155,187 | 12,948,949 |
Commitments and contingencies (Note 8) | |||
Stockholders' equity | |||
Preferred stock value | |||
Common stock value | 11,893 | 8,016 | 5,655 |
Additional paid-in-capital | 33,427,702 | 26,259,575 | 20,548,164 |
Accumulated deficit | (21,684,394) | (18,495,461) | (5,565,756) |
Total stockholders' equity attributable to Edison Nation, Inc. | 11,755,201 | 7,772,130 | 14,988,063 |
Noncontrolling interests | (1,130,219) | (317,698) | 951,576 |
Total stockholders' equity | 10,624,982 | 7,454,432 | 15,939,639 |
Total liabilities and stockholders' equity | $ 24,405,755 | $ 23,609,619 | $ 28,888,588 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized | 30,000,000 | 30,000,000 | |
Preferred stock, shares, issued | 0 | 0 | |
Preferred stock, shares, outstanding | 0 | 0 | |
Common stock, par or stated value per share | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 |
Common stock, shares, issued | 11,893,291 | 8,015,756 | 5,654,830 |
Common stock, shares, outstanding | 11,893,291 | 8,015,756 | 5,654,830 |
Notes Payable [Member] | |||
Debt issuance costs, net | $ 148,278 | $ 212,848 | $ 0 |
Convertible Notes Payable - Related Parties [Member] | |||
Debt issuance costs, net | 291,667 | 366,666 | 466,667 |
Line of Credit [Member] | |||
Debt issuance costs, net | 0 | 15,573 | $ 30,000 |
Convertible Notes Payable [Member] | |||
Debt issuance costs, net | $ 61,997 | $ 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||||||
Revenues, net | $ 4,251,147 | $ 3,532,645 | $ 14,798,283 | $ 15,239,434 | $ 19,629,062 | $ 16,502,209 |
Cost of revenues | 2,668,864 | 2,544,058 | 9,977,060 | 10,413,868 | 12,822,450 | 11,425,619 |
Gross profit | 1,582,283 | 988,587 | 4,821,223 | 4,825,566 | 6,806,612 | 5,076,590 |
Operating expenses: | ||||||
Selling, general and administrative | 3,474,844 | 3,296,323 | 10,438,487 | 9,738,107 | 15,909,840 | 9,718,286 |
Gain on change in fair value of earnout liability | (520,000) | |||||
Impairment of goodwill | 4,443,000 | |||||
Total operating expenses | 19,832,840 | 9,718,286 | ||||
Operating loss | (1,892,561) | (2,307,736) | (5,617,264) | (4,912,541) | (13,026,228) | (4,641,696) |
Other (expense) income: | ||||||
Rental income | 25,704 | 25,704 | 77,111 | 77,111 | 102,815 | 102,815 |
Other income | 4,911,760 | 3,054 | ||||
Interest expense | (1,004,626) | (349,172) | (2,575,737) | (875,036) | (1,298,168) | (501,221) |
Total other (expense) income | (978,922) | (323,468) | 2,413,134 | (797,925) | (1,192,299) | (398,406) |
Loss before income taxes | (2,871,483) | (2,631,204) | (3,204,130) | (5,710,466) | (14,218,527) | (5,040,102) |
Income tax expense | 74,200 | (19,547) | 303,915 | |||
Net loss | (2,871,483) | (2,631,204) | (3,204,130) | (5,784,666) | (14,198,980) | (5,344,017) |
Net income (loss) attributable to noncontrolling interests | (37,439) | (49,103) | (15,198) | (31,858) | (1,269,274) | (13,891) |
Net loss attributable to Vinco Ventures, Inc. | $ (2,834,044) | $ (2,582,101) | $ (3,188,932) | $ (5,752,808) | $ (12,929,706) | $ (5,330,126) |
Net loss per share | ||||||
- basic and diluted | $ (0.30) | $ (0.44) | $ (0.29) | $ (1) | $ (2.36) | $ (1.28) |
Weighted average number of common shares outstanding - basic and diluted | 9,324,023 | 5,834,167 | 10,853,242 | 5,733,379 | 6,026,049 | 4,157,054 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Noncontrolling Interest [Member] | Total |
Balance at Dec. 31, 2017 | $ 3,000 | $ (235,630) | $ (232,630) | ||
Balance, shares at Dec. 31, 2017 | 3,000,000 | ||||
Sale of common stock - investors in the IPO, net of offering costs | $ 1,313 | 5,313,863 | 5,315,176 | ||
Sale of common stock - investors in the IPO, net of offering costs, shares | 1,312,520 | ||||
Issuance of common stock to employees and directors | $ 104 | 559,395 | 559,499 | ||
Issuance of common stock to employees and directors, shares | 103,636 | ||||
Issuance of common stock to note holders | $ 33 | 167,467 | 167,500 | ||
Issuance of common stock to note holders, shares | 33,500 | ||||
Issuance of common stock to vendors for services | $ 159 | 800,841 | 801,000 | ||
Issuance of common stock to vendors for services, shares | 158,797 | ||||
Acquisition of Edison Nation Holdings, LLC - issuance of common stock to satisfy indebtedness | $ 557 | 3,383,728 | 3,384,285 | ||
Acquisition of Edison Nation Holdings, LLC - issuance of common stock to satisfy indebtedness, shares | 557,084 | ||||
Acquisition of Cloud B, Inc. - issuance of common stock | $ 489 | 2,663,711 | 2,664,200 | ||
Acquisition of Cloud B, Inc. - issuance of common stock, shares | 489,293 | ||||
Acquisition of Cloud B, Inc. - noncontrolling interest | 1,158,000 | 1,158,000 | |||
Acquisition of Best Party Concepts, LLC - deemed distribution and noncontrolling interest | (692,533) | (192,533) | (885,066) | ||
Acquisition of Pirasta, LLC - deemed distribution | (188,552) | (188,552) | |||
Beneficial conversion option on indebtedness related to acquisition of Edison Nation Holdings, LLC | 500,000 | 500,000 | |||
Shares reserved for future issuance of common stock to sellers of Edison Nation Holdings, LLC | 6,014,250 | 6,014,250 | |||
Stock-based compensation | 2,025,994 | 2,025,994 | |||
Net (loss) income | (5,330,126) | (13,891) | (5,344,017) | ||
Balance at Dec. 31, 2018 | $ 5,655 | 20,548,164 | (5,565,756) | 951,576 | 15,939,639 |
Balance, shares at Dec. 31, 2018 | 5,654,830 | ||||
Issuance of common stock to employees and directors | $ 3 | 8,847 | 8,850 | ||
Issuance of common stock to employees and directors, shares | 3,000 | ||||
Issuance of common stock to note holders | $ 251 | 309,529 | 309,780 | ||
Issuance of common stock to note holders, shares | 251,004 | ||||
Issuance of common stock to vendors for services | $ 125 | 394,000 | 394,125 | ||
Issuance of common stock to vendors for services, shares | 125,000 | ||||
Stock-based compensation | 187,740 | 187,740 | |||
Net (loss) income | (5,752,808) | (31,858) | (5,784,666) | ||
Balance at Sep. 30, 2019 | $ 6,034 | 21,448,280 | (11,318,654) | 919,718 | 11,055,468 |
Balance, shares at Sep. 30, 2019 | 6,033,835 | ||||
Balance at Dec. 31, 2018 | $ 5,655 | 20,548,164 | (5,565,756) | 951,576 | 15,939,639 |
Balance, shares at Dec. 31, 2018 | 5,654,830 | ||||
Sale of common stock - investors in the IPO, net of offering costs | $ 1,175 | 2,038,128 | 2,039,303 | ||
Sale of common stock - investors in the IPO, net of offering costs, shares | 1,175,000 | ||||
Issuance of common stock to employees and directors | $ 3 | 8,847 | 8,850 | ||
Issuance of common stock to employees and directors, shares | 3,000 | ||||
Issuance of common stock to note holders | $ 286 | 386,994 | 387,280 | ||
Issuance of common stock to note holders, shares | 286,005 | ||||
Issuance of common stock to vendors for services | $ 292 | 738,008 | 738,300 | ||
Issuance of common stock to vendors for services, shares | 291,736 | ||||
Stock-based compensation | 1,248,121 | 1,248,121 | |||
Issuance of common stock - Uber Mom in connection with acquisition of assets | $ 45 | 98,568 | 98,613 | ||
Issuance of common stock - Uber Mom in connection with acquisition of assets, shares | 45,000 | ||||
Issuance of common stock upon the conversion of debt | $ 560 | 1,119,810 | 1,120,370 | ||
Issuance of common stock upon the conversion of debt, shares | 560,185 | ||||
Issuance of warrants- noteholders | 72,936 | 72,936 | |||
Net (loss) income | (12,929,706) | (1,269,274) | (14,198,980) | ||
Balance at Dec. 31, 2019 | $ 8,016 | 26,259,576 | (18,495,462) | (317,698) | 7,454,432 |
Balance, shares at Dec. 31, 2019 | 8,015,756 | ||||
Balance at Jun. 30, 2019 | $ 5,738 | 21,136,912 | (8,736,463) | 968,821 | 13,375,008 |
Balance, shares at Jun. 30, 2019 | 5,737,830 | ||||
Issuance of common stock to employees and directors | $ 3 | 8,847 | 8,850 | ||
Issuance of common stock to employees and directors, shares | 3,000 | ||||
Issuance of common stock to note holders | $ 201 | 136,279 | 136,480 | ||
Issuance of common stock to note holders, shares | 201,005 | ||||
Issuance of common stock to vendors for services | $ 92 | 252,908 | 253,000 | ||
Issuance of common stock to vendors for services, shares | 92,000 | ||||
Stock-based compensation | (86,666) | (86,666) | |||
Net (loss) income | (2,582,101) | (49,103) | (2,631,204) | ||
Balance at Sep. 30, 2019 | $ 6,034 | 21,448,280 | (11,318,654) | 919,718 | 11,055,468 |
Balance, shares at Sep. 30, 2019 | 6,033,835 | ||||
Balance at Dec. 31, 2019 | $ 8,016 | 26,259,576 | (18,495,462) | (317,698) | 7,454,432 |
Balance, shares at Dec. 31, 2019 | 8,015,756 | ||||
Issuance of common stock to employees and directors | $ 150 | 319,350 | 319,500 | ||
Issuance of common stock to employees and directors, shares | 150,000 | ||||
Issuance of common stock to note holders | $ 1,202 | 2,291,662 | 2,292,865 | ||
Issuance of common stock to note holders, shares | 1,202,666 | ||||
Stock-based compensation | 681,306 | 681,306 | |||
Issuance of warrants- noteholders | 1,018,953 | 1,018,953 | |||
Return of common stock from noteholder held as collateral | $ (153) | 153 | |||
Return of common stock from noteholder held as collateral, shares | (153,005) | ||||
Issuance of common stock for divestiture | $ 150 | 404,850 | 405,000 | ||
Issuance of common stock for divestiture, shares | 150,000 | ||||
Issuance of common stock to consultants | $ 1,238 | 1,754,142 | 1,755,380 | ||
Issuance of common stock to consultants, shares | 1,237,874 | ||||
Issuance of common stock for Global Clean Solutions, LLC acquisition | $ 300 | 698,700 | 699,000 | ||
Issuance of common stock for Global Clean Solutions, LLC acquisition | 300,000 | ||||
Issuance of common stock cancellation of non-voting membership interest in Edison Nation Holdings, LLC | $ 990 | (990) | |||
Issuance of common stock cancellation of non-voting membership interest in Edison Nation Holdings, LLC, shares | 990,000 | ||||
Divestiture of Cloud B | (26,392) | (26,392) | |||
Distributions | (770,931) | (770,931) | |||
Net (loss) income | (3,188,932) | (15,198) | (3,204,130) | ||
Balance at Sep. 30, 2020 | $ 11,893 | 33,427,702 | (21,684,394) | (1,130,219) | 10,624,982 |
Balance, shares at Sep. 30, 2020 | 11,893,291 | ||||
Balance at Jun. 30, 2020 | $ 9,618 | 30,802,083 | (18,850,350) | (1,020,849) | 10,940,502 |
Balance, shares at Jun. 30, 2020 | 9,618,401 | ||||
Issuance of common stock to employees and directors | $ 150 | 319,350 | 319,500 | ||
Issuance of common stock to employees and directors, shares | 150,000 | ||||
Issuance of common stock to note holders | $ 763 | 1,502,087 | 1,502,850 | ||
Issuance of common stock to note holders, shares | 763,266 | ||||
Stock-based compensation | (387,074) | (387,074) | |||
Issuance of common stock to consultants | $ 372 | 1,192,246 | 1,192,618 | ||
Issuance of common stock to consultants, shares | 371,624 | ||||
Issuance of common stock cancellation of non-voting membership interest in Edison Nation Holdings, LLC | $ 990 | (990) | |||
Issuance of common stock cancellation of non-voting membership interest in Edison Nation Holdings, LLC, shares | 990,000 | ||||
Distributions | 71,931 | (71,931) | |||
Net (loss) income | (2,834,044) | (37,439) | (2,871,483) | ||
Balance at Sep. 30, 2020 | $ 11,893 | $ 33,427,702 | $ (21,684,394) | $ (1,130,219) | $ 10,624,982 |
Balance, shares at Sep. 30, 2020 | 11,893,291 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Changes in Stockholders' Equity (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Stockholders' Equity [Abstract] | ||
Stock issuance costs | $ 310,697 | $ 1,247,424 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash Flow from Operating Activities | ||||
Net loss attributable to Vinco Ventures, Inc. | $ (3,188,932) | $ (5,752,808) | $ (12,929,706) | $ (5,330,126) |
Net loss attributable to noncontrolling interests | (15,198) | (31,858) | (1,269,274) | (13,891) |
Net loss | (3,204,130) | (5,784,666) | (14,198,980) | (5,344,017) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 938,844 | 952,019 | 1,316,501 | 487,878 |
Amortization of financing costs | 2,015,422 | 658,126 | 944,437 | 300,277 |
Stock-based compensation | 2,765,022 | 876,585 | 2,299,915 | 3,386,493 |
Change in fair value of earnout | (520,000) | |||
Impairment of goodwill | 4,443,000 | |||
Deferred tax liability | (341) | (33,868) | ||
Amortization of right of use asset | 226,167 | 217,189 | 295,106 | |
Gain on divestiture | (4,911,760) | |||
Changes in assets and liabilities: | ||||
Accounts receivable | (1,037,432) | (12,355) | (230,748) | 590 |
Inventory | (146,126) | (182,370) | (445,518) | 59,309 |
Prepaid expenses and other current assets | (612,276) | (667,836) | (704,626) | (353,440) |
Accounts payable | (367,355) | 1,413,425 | 1,878,491 | (1,408,184) |
Accrued expenses and other current liabilities | 1,237,169 | 549,072 | 282,516 | 636,881 |
Operating lease liabilities | (219,608) | (272,779) | ||
Repayment of operating lease liabilities | (199,589) | |||
Due from related party | 4,753 | (117,786) | (123,429) | (507,922) |
Net cash used in operating activities | (3,311,310) | (2,298,186) | (5,036,455) | (2,776,003) |
Cash Flows from Investing Activities | ||||
Purchases of property and equipment | (193,429) | (113,612) | (159,938) | (141,440) |
Acquisitions, net of cash | (772,581) | |||
Purchase of loan held for investment | (500,000) | |||
Net cash used in investing activities | (193,429) | (113,612) | (159,938) | (1,414,021) |
Cash Flows from Financing Activities | ||||
Borrowings under lines of credit | 1,144,100 | 249,370 | 531,804 | |
Borrowings under convertible notes payable | 1,660,000 | 1,111,111 | 1,111,111 | |
Borrowings under notes payable | 1,739,852 | 1,670,000 | 2,482,500 | 718,559 |
Repayments under lines of credit | (340,766) | (90,382) | ||
Repayments under notes payable | (947,127) | (570,587) | (1,231,744) | (648,299) |
Repayments under notes payable - related parties | (14,508) | (82,612) | (182,170) | (132,309) |
Fees paid for financing costs | (33,762) | (463,146) | (581,496) | (99,444) |
Net proceeds from issuance of common stock - net of offering costs of $310,697 | 2,048,562 | 5,315,176 | ||
Distributions | (71,931) | |||
Net cash provided by financing activities | 3,476,624 | 1,573,370 | 3,556,381 | 5,685,487 |
Net increase (decrease) in cash and cash equivalents | (28,115) | (838,428) | (1,640,012) | 1,495,463 |
Cash and cash equivalents - beginning | 412,719 | 2,052,731 | 2,052,731 | 557,268 |
Cash and cash equivalents - end | 384,604 | 1,214,303 | 412,719 | 2,052,731 |
Supplemental Disclosures of Cash Flow Information | ||||
Interest | 239,682 | 145,324 | 260,444 | 103,865 |
Income taxes | 235,275 | 235,275 | 265,015 | |
Noncash investing and financing activity: | ||||
Shares issued to note holders | 2,292,864 | 309,780 | 167,500 | |
Shares issued for the acquisition | 2,292,864 | 309,780 | 167,500 | |
Shares issued for the asset acquisition of Uber Mom | 98,613 | |||
Shares reserved for the acquisition of Edison Nation Holdings, LLC | 6,014,250 | |||
Borrowings under note payable for the purchase of property and equipment | 73,559 | |||
Issuance of 5%, 5-year senior convertible notes for the acquisition of Edison Nation Holdings, LLC, net of debt discount for conversion feature | 1,428,161 | |||
Change in fair value of earnout | (520,000) | 520,000 | ||
Right of use assets | 943,997 | |||
Operating lease liabilities | 943,997 | |||
Shares issued for the divestiture of Cloud B, Inc | 405,000 | |||
Conversions under notes payable | 1,524,000 | |||
Issuance of warrants to note holders | 1,018,953 | |||
Distribution for issuance of shares to noncontrolling interest members of Global Clean Solutions, LLC | $ 699,000 | |||
Edison Nation Holdings, LLC [Member] | ||||
Noncash investing and financing activity: | ||||
Shares issued to note holders | 3,384,285 | |||
Shares issued for the acquisition | 3,384,285 | |||
Cloud B, Inc. [Member] | ||||
Noncash investing and financing activity: | ||||
Shares issued to note holders | 2,664,200 | |||
Shares issued for the acquisition | 2,664,200 | |||
Best Party Concepts, LLC [Member] | ||||
Noncash investing and financing activity: | ||||
Satisfaction of due from related party for acquisition | 500,000 | |||
Deemed distribution to shareholder for acquisition | 692,533 | |||
Pirasta, LLC [Member] | ||||
Noncash investing and financing activity: | ||||
Satisfaction of due from related party for acquisition | 470,000 | |||
Deemed distribution to shareholder for acquisition | $ 188,552 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Cash Flows [Abstract] | ||||
Stock issuance costs | $ 310,697 | $ 1,247,424 | ||
Debt instrument interest rate, percent | 5.00% | 5.00% | ||
Debt term | 5 years | 5 years | 5 years | 5 years |
Basis of Presentation and Natur
Basis of Presentation and Nature of Operations | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Basis of Presentation and Nature of Operations | Note 1 — Basis of Presentation and Nature of Operations The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and with Form 10-Q and Article 10 of Regulation S-X of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not contain all information and footnotes required by GAAP for annual financial statements. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2020 and the results of operations, changes in stockholders’ equity, and cash flows for the periods presented. The results of operations for the three and nine months ended September 30, 2020 are not necessarily indicative of the operating results for the full fiscal year or any future period. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 as filed with the Securities and Exchange Commission on May 29, 2020 and further amended on June 4, 2020. The Company’s accounting policies are described in the Notes to Consolidated Financial Statements in its Annual Report on Form 10-K for the year ended December 31, 2019, and updated, as necessary, in this Quarterly Report on Form 10-Q. As used herein, the terms the “Company,” “Vinco Ventures” “we,” “us,” “our” and similar refer to Vinco Ventures, Inc. (f/k/a Edison Nation, Inc.), a Nevada corporation incorporated on July 18, 2017 under the laws of the State of Nevada as Idea Lab X Products, Inc. and also formerly known as Xspand Products Lab, Inc. prior to its name change on September 12, 2018, and/or its wholly-owned and majority-owned operating subsidiaries. On November 5, 2020, the Company (the “Parent”) and its wholly owned subsidiary, Vinco Ventures, Inc. (the “Merger Sub”), entered into an Agreement and Plan of Merger (the “Agreement”). Under the terms of the Agreement, the Merger Sub merged with and into the Parent and the Parent became the surviving corporation of the Merger (the “Surviving Corporation”). The name of the Surviving Corporation became Vinco Ventures, Inc. The transaction closed on November 10, 2020. Vinco Ventures is a vertically-integrated, end-to-end, consumer product research and development, manufacturing, sales and fulfillment company. The Company’s proprietary web-enabled platform provides a low risk, high reward platform and process to connect innovators of new product ideas with potential licensees. As of September 30, 2020, Vinco Ventures had six wholly-owned subsidiaries: S.R.M. Entertainment Limited (“SRM”), Scalematix, LLC (“Scalematix”), Ferguson Containers, Inc. (“Fergco”), CBAV1, LLC (“CB1”), Pirasta, LLC (“Pirasta”) and Edison Nation Holdings, LLC. Vinco Ventures owns 50% of Best Party Concepts, LLC, Ed Roses, LLC and Global Clean Solutions, LLC, all of which are VIE’s. Edison Nation Holdings, LLC is the single member of Edison Nation, LLC and Everyday Edisons, LLC. Edison Nation, LLC is the single member of Safe TV Shop, LLC. COVID-19 COVID-19 has caused and continues to cause significant loss of life and disruption to the global economy, including the curtailment of activities by businesses and consumers in much of the world as governments and others seek to limit the spread of the disease, and through business and transportation shutdowns and restrictions on people’s movement and congregation. As a result of the pandemic, we have experienced, and continue to experience, weakened demand for our traditional products. Many of our customers have been unable to sell our products in their stores and theme parks due to government-mandated closures and have deferred or significantly reduced orders for our products. We expect these trends to continue until such closures are significantly curtailed or lifted. In addition, the pandemic has reduced foot traffic in the stores where our products are sold that remain open, and the global economic impact of the pandemic has temporarily reduced consumer demand for our products as they focus on purchasing essential goods. In the United States and Asia, many of our key accounts remain closed or are operating at significantly reduced volumes. As a result, we have made the strategic decision to expand our operations through our Edison Nation Medical (“Ed Med”) division. Through Ed Med, the Company wholesales Personal Protective Equipment (“PPE”) products and proprietary branded hand sanitizer through an online portal for hospitals, government agencies and distributors. Given these factors, the Company anticipates that the greatest impact from the COVID-19 pandemic in fiscal 2020 occurred in the first quarter of 2020 and resulted in a net sales decline as compared to the first quarter of 2019. This statement is the Company’s opinion based on current information, but you are cautioned not to give undue weight to such statement as we cannot give assurances about any future impacts of the pandemic. In addition, certain of our suppliers and the manufacturers of certain of our products were adversely impacted by COVID-19. As a result, we faced delays or difficulty sourcing products, which negatively affected our business and financial results. Even if we are able to find alternate sources for such products, they may cost more and cause delays in our supply chain, which could adversely impact our profitability and financial condition. We have taken actions to protect our employees in response to the pandemic, including closing our corporate offices and requiring our office employees to work from home. At our distribution centers, certain practices are in effect to safeguard workers, including a staggered work schedule, and we are continuing to monitor direction from local and national governments carefully. Additionally, our two retail locations have been closed until further notice. As a result of the impact of COVID-19 on our financial results, and the anticipated future impact of the pandemic, we have implemented cost control measures and cash management actions, including: ● Furloughing a significant portion of our employees; and ● Implementing 20% salary reductions across our executive team and other members of upper-level management; and ● Executing reductions in operating expenses, planned inventory levels and non-product development capital expenditures; and ● Proactively managing working capital, including reducing incoming inventory to align with anticipated sales. Liquidity For the nine months ended September 30, 2020, our operations lost $5,617,264, of which approximately $3,703,865 was non-cash and approximately $554,741 was related to transaction costs and restructuring charges for payroll and rents. At September 30, 2020, we had total current assets of $6,723,083 and current liabilities of $10,115,092 resulting in negative working capital of $3,392,009, of which $1,214,697 was related party notes payable and $219,396 was accrued related party interest expense. At September 30, 2020, we had total assets of $24,405,755 and total liabilities of $13,780,773 resulting in stockholders’ equity of $10,624,982. The foregoing factors raised initial concerns about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company’s ability to attract significant new sources of capital, attain a reasonable threshold of operating efficiencies and achieve profitable operations from the sale of its products. The condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The following is additional information on our operating losses and working capital: The Company’s operating loss for the nine months ended September 30, 2020 included $3,703,865 related to depreciation, amortization and stock-based compensation, respectively. In addition, $554,741 was related to transaction costs, restructuring charges and other non-recurring and redundant costs which are being removed or reduced. Management has considered possible mitigating factors within our management plan on our ability to continue for at least a year from the date these financial statements are filed. The following items are management plans to alleviate any going concern issues: ● Subsequent to September 30, 2020, the Company received $125,000 through a receivables financing agreement; ● Raise further capital through the sale of additional equity of between $5 to $10 million; ● Borrow money under debt securities; ● The deferral of payments to related party debt holders for both principal of $2,667,513 and related interest expense of $219,396; ● Cost saving initiatives related to synergies and the elimination of redundant costs of approximately $1,500,000, of which approximately $168,000 impacted the three months ended September 30, 2020; ● Possible sale of certain brands to other customers or manufacturers; ● Edison Nation Medical’s procurement of Personal Protective Equipment (“PPE”) and hand sanitizers and the subsequent sale of PPE items and hand sanitizers to governmental agencies, educational facilities, medical facilities and distributors; ● Entry into joint ventures or total/partial acquisitions of operational entities to expand the sale of PPE and proprietary hand sanitizer through Edison Nation Medical; and ● Additional headcount reductions. Our operating needs include the planned costs to operate our business, including amounts required to fund working capital and capital expenditures. Our future capital requirements and the adequacy of our available funds will depend on many factors, including our ability to successfully commercialize our products and services, competing technological and market developments, and the need to enter into collaborations with other companies or acquire other companies or technologies to enhance or complement our product and service offerings. | Note 1 — Basis of Presentation and Nature of Operations As used herein, the terms the “Company,” “Edison Nation” “we,” “us,” “our” and similar refer to Edison Nation, Inc., a Nevada corporation incorporated on July 18, 2017 under the laws of the State of Nevada as Idea Lab X Products, Inc. and also formerly known as Xspand Products Lab, Inc. prior to its name change on September 12, 2018, and/or its wholly-owned and majority-owned operating subsidiaries, and/or where applicable, its management. Edison Nation is a vertically-integrated, end-to-end, consumer product research & development, manufacturing, sales and fulfillment company. The Company’s proprietary web-enabled platform provides a low risk, high reward platform and process to connect innovators of new product ideas with potential licensees. As of December 31, 2019, Edison Nation, Inc. had five wholly-owned subsidiaries: S.R.M. Entertainment Limited (“SRM”), Ferguson Containers, Inc. (“Fergco”), CBAV1, LLC (“CB1”), Pirasta, LLC and Edison Nation Holdings, LLC. Edison Nation, Inc. owns 72.15% of Cloud B, Inc., 50% of Best Party Concepts, LLC and 50% of Ed Roses, LLC. Edison Nation Holdings, LLC is the single member of Edison Nation, LLC and Everyday Edisons, LLC. Edison Nation, LLC is the single member of Safe TV Shop, LLC. Cloud B, Inc. owns 100% of Cloud B UK and Cloud B Australia. August 23, 2019, the Company formed Ed Roses, LLC, a 50% joint venture with 4Keeps Roses, Inc., to distribute preserved roses, flowers and associated gift products. On November 6, 2019, the Company issued 22,500 shares of our common stock and paid $52,352 in cash to acquire the assets of Uber Mom, LLC, which was the approximate value of Uber Mom, LLC’s inventory. Liquidity For the year ended December 31, 2019, our operations lost approximately $13,026,228 of which approximately $8,064,101 was non-cash and approximately $364,320 related to transaction costs and non-recurring items. At December 31, 2019, we had total current assets of $4,955,365 and current liabilities of $12,973,319 resulting in negative working capital of $8,017,954, of which approximately $4,015,484 related to unsecured trade payables assumed in our Cloud B acquisition. In February 2019, our consolidating subsidiary, CBAV1, LLC, foreclosed on its promissory note it held that was secured by Cloud B, Inc.’s assets making any payments of the Cloud B trade payables unlikely. At December 31, 2019, we had total assets of $23,609,619 and total liabilities of $16,155,187 resulting in stockholders’ equity of $7,454,432. The foregoing factors raise substantial doubt about the Company’s ability to continue as a going concern for at least the next twelve months from the date of issuance of these financial statements. The ability to continue as a going concern is dependent upon the Company’s ability to attract significant new sources of capital, attain a reasonable threshold of operating efficiencies and achieve profitable operations from the sale of its products. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The following is additional information on our operating losses and working capital: The Company’s operating loss for the year ended December 31, 2019 included $3,621,101 related to depreciation, amortization and stock-based compensation. In addition, approximately $2,414,799 was related to transaction costs, restructuring charges and other non-recurring and redundant costs which are being removed or reduced. The negative working capital includes approximately $4,015,484 related to unsecured trade payables in our Cloud B acquisition. In addition, our outstanding balances under notes payable includes $900,000 related to Cloud B. CB1 owns the senior secured position on the promissory note to Cloud B in the amount of $2,270,000. In February 2019, CB1, pursuant to an Article 9 foreclosure action, perfected its secured UCC interest in all the assets of Cloud B to partially satisfy the outstanding balance on the note and thereby making any payments of such Cloud B trade payables and notes unlikely in the future. In addition, SRM was an unsecured creditor in the amount of approximately $1,700,000 which is not included in the $4,015,484 due to intercompany elimination but at this time remains unpaid. The total liabilities of approximately $7,100,000, of which $1,700,000, or net of $5,400,000, has been eliminated in consolidation, are not expected to be satisfied due to the foreclosure. On October 2, 2019, the Company entered into a Share Purchase Agreement (the “PIPE Purchase Agreement”) with certain accredited investors (collectively, the “Investors”) for the private placement of 1,175,000 shares of the Company’s common stock, $0.001 par value per share, at a purchase price of $2.00 per share (the “PIPE Transaction”). In a series of three closings conducted in October 2019, the Company received net proceeds of $2,039,303 which consisted of $2,350,000 of gross proceeds offset by $310,697 of fees to placement agent and their lawyers. Alexander Capital, LP (“Alexander Capital”), a FINRA registered broker dealer, acted as placement agent with respect to the PIPE Transaction. In connection with the PIPE Transaction, Alexander Capital received a commission of $141,000, a debt restructuring fee of $64,208, a debt conversion fee of 15,889, a placement fee of $33,600 and warrants to purchase 70,500 shares of the Company’s common stock, at an exercise price of $2.50 per share (the “Placement Agent Warrants”). In connection with the PIPE transaction, the convertible notes entered into on May 13, 2019 were also converted at $2.00 per share into 560,185 shares of the Company’s common stock. Management has considered possible mitigating factors within our management plan on our ability to continue for at least a year from the date these financial statements are filed. The following items are management plans to alleviate any going concern issues: ● Cloud B liabilities are unlikely to be paid due to CB1 holding the senior secured position and its rights under the foreclosure to the remaining assets of the entity to satisfy the outstanding obligation. ● Raise further capital through the sale of addition equity ● Borrow money under debt securities. ● The deferral of payments to related party debt holders for both principal of $455,099 and related interest expense. ● Cost saving initiatives related to synergies and the elimination of redundant costs of approximately $1,500,000. ● Possible sale of certain brands to other manufacturers. ● Entry into other business opportunities through the Company’s Edison Nation Medical division. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of Vinco Ventures, Inc. and its wholly-owned and majority owned subsidiaries. All intercompany balances and transactions have been eliminated. Variable Interest Entity Assessment A VIE is an entity (a) that has total equity at risk that is not sufficient to finance its activities without additional subordinated financial support from other entities, (b) where the group of equity holders does not have the power to direct the activities of the entity that most significantly impact the entity’s economic performance, or the obligation to absorb the entity’s expected losses or the right to receive the entity’s expected residual returns, or both, or (c) where the voting rights of some investors are not proportional to their obligations to absorb the expected losses of the entity, their rights to receive the expected residual returns of the entity, or both, and substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights. In order to determine if an entity is considered a VIE, the Company first performs a qualitative analysis, which requires certain subjective decisions regarding its assessments, including, but not limited to, the design of the entity, the variability that the entity was designed to create and pass along to its interest holders, the rights of the parties, and the purpose of the arrangement. If the Company cannot conclude after a qualitative analysis whether an entity is a VIE, it performs a quantitative analysis. The qualitative analysis considered the design of the entity, the risks that cause variability, the purpose for which the entity was created, and the variability that the entity was designed to pass along to its variable interest holders. Use of Estimates Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the financial statements. The Company’s significant estimates used in these financial statements include, but are not limited to, accounts receivable reserves, the valuation allowance related to the Company’s deferred tax assets, the recoverability and useful lives of long-lived assets, debt conversion features, stock-based compensation, certain assumptions related to the valuation of the reserved shares and the assets acquired and liabilities assumed related to the Company’s acquisitions. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates. Reclassifications Certain reclassifications have been made to prior year amounts to conform to current year presentation. Cash and Cash Equivalents The Company has cash on deposit in several financial institutions which, at times, may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The Company has not experienced losses in such accounts and periodically evaluates the creditworthiness of its financial institutions. The Company reduces its credit risk by placing its cash and cash equivalents with major financial institutions. The Company had $100,464 uninsured cash at September 30, 2020 of which $100,464 was held in foreign bank accounts not covered by FDIC insurance limits as of September 30, 2020. Accounts Receivable Accounts and notes receivable consist of trade receivables from customers. The Company’s payment terms with customers are defined within each customer’s invoice. All accounts receivables are considered current assets as the Company does not grant payment terms greater than one year. Accounts receivable initially are recorded at the gross amount and are recorded after the Company has an unconditional right to payment where only the passage of time is required before payment is received. The Company evaluates the collectability of outstanding receivable balances and records an allowance for doubtful accounts representing an estimate of future expected credit loss. Additions to the allowance for doubtful accounts are made by recording a charge to bad debt expense reported in selling, general and administrative expenses. As of September 30, 2020, no customers represented more than 10% of total accounts receivable. Inventory Inventory is recorded at the lower of cost or net realizable value on a first-in, first-out basis. The Company reduces the carrying value of inventories for those items that are potentially excess, obsolete, or slow moving based on changes in customer demand, technology developments, or other economic factors. Revenue Recognition Generally, the Company considers all revenues as arising from contracts with customers. Revenue is recognized based on the five-step process outlined in the Accounting Standards Codification (“ASC”) 606: Step 1 – Identify the Contract with the Customer – A contract exists when (a) the parties to the contract have approved the contract and are committed to perform their respective obligations, (b) the entity can identify each party’s rights regarding the goods or services to be transferred, (c) the entity can identify the payment terms for the goods or services to be transferred, (d) the contract has commercial substance and it is probable that the entity will collect substantially all of the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer. Step 2 – Identify Performance Obligations in the Contract – Upon execution of a contract, the Company identifies as performance obligations each promise to transfer to the customer either (a) goods or services that are distinct, or (b) a series of distinct goods or services that are substantially the same and have the same pattern of transfer to the customer. To the extent a contract includes multiple promised goods or services, the Company must apply judgement to determine whether the goods or services are capable of being distinct within the context of the contract. If these criteria are not met, the goods or services are accounted for as a combined performance obligation. Step 3 – Determine the Transaction Price – When (or as) a performance obligation is satisfied, the Company shall recognize as revenue the amount of the transaction price that is allocated to the performance obligation. The contract terms are used to determine the transaction price. Generally, all contracts include fixed consideration. If a contract did include variable consideration, the Company would determine the amount of variable consideration that should be included in the transaction price based on expected value method. Variable consideration would be included in the transaction price, if in the Company’s judgement, it is probable that a significant future reversal of cumulative revenue under the contract would not occur. Step 4 – Allocate the Transaction Price – After the transaction price has been determined, the next step is to allocate the transaction price to each performance obligation in the contract. If the contract only has one performance obligation, the entire transaction price will be applied to that obligation. If the contract has multiple performance obligations, the transaction price is allocated to the performance obligations based on the relative standalone selling price (SSP) at contract inception. Step 5 – Satisfaction of the Performance Obligations (and Recognize Revenue) – Revenue is recognized when (or as) goods or services are transferred to a customer. The Company satisfies each of its performance obligations by transferring control of the promised good or service underlying that performance obligation to the customer. Control is the ability to direct the use of and obtain substantially all of the remaining benefits from an asset. It includes the ability to prevent other entities from directing the use of and obtaining the benefits from an asset. Indicators that control has passed to the customer include: a present obligation to pay; physical possession of the asset; legal title; risks and rewards of ownership; and acceptance of the asset(s). Performance obligations can be satisfied at a point in time or over time. Substantially all of the Company’s revenues continue to be recognized when control of the goods are transferred to the customer, which is upon shipment of the finished goods to the customer. All sales have fixed pricing and there are currently no material variable components included in the Company’s revenue. Additionally, the Company will issue credits for defective merchandise, historically these credits for defective merchandise have not been material. Based on the Company’s analysis of the new revenue standards, revenue recognition from the sale of finished goods to customers, which represents substantially all of the Company’s revenues, was not impacted by the adoption of the new revenue standards. Disaggregation of Revenue The Company’s primary revenue streams include the sale and/or licensing of consumer goods and packaging materials. The Company’s licensing business is not material and has not been separately disaggregated for segment purposes. The disaggregated Company’s revenues for the three and nine months ended September 30, 2020 and 2019 were as follows: For the Three Months For the Nine Months 2020 2019 2020 2019 Revenues: Product sales $ 4,137,254 $ 3,499,116 $ 14,593,266 $ 14,982,117 Service 800 19,442 800 67,753 Licensing 113,093 14,087 204,217 189,564 Total revenues, net $ 4,251,147 $ 3,532,645 $ 14,798,283 $ 15,239,434 For the three and nine months ended September 30, 2020 and 2019, the following customer represented more than 10% of total net revenues: For the Three Months For the Nine Months 2020 2019 2020 2019 Customer: Customer A * % 11 % * % 22 % * Customer did not represent greater than 10% of total net revenue. For the three and nine months ended September 30, 2020 and 2019, the following geographical regions represented more than 10% of total net revenues: For the Three Months For the Nine Months 2020 2019 2020 2019 Region: North America 79 % 86 % 89 % 78 % Europe 17 % * 10 % 15 % * Region did not represent greater than 10% of total net revenue. Fair Value of Financial Instruments The Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”) which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. 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 that are unobservable (for example, cash flow modeling inputs based on assumptions) The carrying amounts of the Company’s financial instruments, such as cash, accounts receivable, accounts payable, accrued expenses and other current liabilities approximate fair values due to the short-term nature of these instruments. The carrying amount of the Company’s notes payable approximates fair value because the effective yields on these obligations, which include contractual interest rates, taken together with other features such as concurrent issuance of warrants, are comparable to rates of returns for instruments of similar credit risk. The loan held for investment was acquired at fair value, which resulted in a discount. Sequencing Policy Under ASC 815-40-35, the Company follows a sequencing policy whereby, in the event that reclassification of contracts from equity to assets or liabilities is necessary pursuant to ASC 815 due to the Company’s inability to demonstrate it has sufficient authorized shares as a result of certain securities with a potentially indeterminable number of shares, shares will be allocated on the basis of the earliest issuance date of potentially dilutive instruments, with the earliest grants receiving the first allocation of shares. Pursuant to ASC 815, issuance of securities to the Company’s employees or directors are not subject to the sequencing policy. Foreign Currency Translation The Company uses the United States dollar as its functional and reporting currency since the majority of the Company’s revenues, expenses, assets and liabilities are in the United States. Assets and liabilities in foreign currencies are translated using the exchange rate at the balance sheet date, while revenue and expense accounts are translated at the average exchange rates prevailing during the year. Equity accounts are translated at historical exchange rates. Gains and losses from foreign currency transactions and translation for the three and nine months ended September 30, 2020 and 2019 and the cumulative translation gains and losses as of September 30, 2020 and December 31, 2019 were not material. Net Earnings or Loss per Share Basic net loss per common share is computed by dividing net loss by the weighted average number of vested common shares outstanding during the period. Diluted net income per common share is computed by dividing net income by the weighted average number vested of common shares, plus the net impact of common shares (computed using the treasury stock method), if dilutive, resulting from the exercise of dilutive securities. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. As of September 30, 2020, the Company excluded the common stock equivalents summarized below, which entitle the holders thereof to ultimately acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive. September 30, 2020 September 30, 2019 Selling Agent Warrants 160,492 89,992 Shares reserved in exchange for the cancellation of certain non-voting membership interest in Edison Nation Holdings, LLC - 990,000 Options 80,000 290,000 Convertible shares under notes payable 558,803 285,632 Warrants for noteholders 625,000 - Restricted stock units 120,000 - Shares to be issued 165,000 - Total 1,709,295 1,655,624 Recent Accounting Pronouncements In October 2018, the FASB issued new accounting guidance for Variable Interest Entities, which requires indirect interests held through related parties in common control arrangements be considered on a proportional basis for determining whether fees paid to decision makers and service providers are variable interests. The guidance is effective for the Company’s interim and annual reporting periods during the year ending December 31, 2020. Early adoption is permitted. The Company currently does not believe that the adoption of this accounting guidance will have a material impact on its consolidated financial statements and related disclosures. In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)”. This ASU reduces the number of accounting models for convertible debt instruments and convertible preferred stock. As well as amend the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related EPS guidance. This guidance is effective for interim and annual reporting periods beginning after December 15, 2021; Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Adoption is either a modified retrospective method or a fully retrospective method of transition. The Company is currently assessing the impact the new guidance will have on our consolidated financial statements. Subsequent Events The Company has evaluated subsequent events through the date which the financial statements were issued. Based upon such evaluation, except for items described in Note 8 and Note 10, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements. Segment Reporting The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker is the Chairman and Chief Executive Officer (“CEO”) of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. The Company deploys resources on a consolidated level to all brands of the Company and therefore the Company only identifies one reportable operating segment with multiple product offerings. | Note 2 — Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of Edison Nation, Inc. and its wholly-owned and majority owned subsidiaries. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and are presented in US dollars. All intercompany balances and transactions have been eliminated. Reclassifications Certain amounts previously presented in the consolidated financial statements have been reclassified to conform to the current year presentation. Such reclassifications had no effect on the previously reported net loss, Stockholders’ equity or cash flows. Use of Estimates Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the financial statements. The Company’s significant estimates used in these financial statements include, but are not limited to, accounts receivable reserves, the valuation allowance related to the Company’s deferred tax assets, the recoverability and useful lives of long-lived assets, debt conversion features, stock-based compensation, certain assumptions related to the valuation of the reserved shares and the assets acquired and liabilities assumed related to the Company’s acquisitions. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents in the consolidated financial statements. The Company has cash on deposits in several financial institutions which, at times, may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The Company has not experienced losses in such accounts and periodically evaluates the creditworthiness of its financial institutions. The Company reduces its credit risk by placing its cash and cash equivalents with major financial institutions. The Company had approximately $178,485 uninsured at December 31, 2019 of which all $178,485 was held in foreign bank accounts not covered by FDIC insurance limits as of December 31, 2019. Accounts Receivable Accounts receivable are carried at their contractual amounts, less an estimate for uncollectible amounts. As of December 31, 2019 and 2018, the allowance for uncollectable amounts was not material. Management estimates the allowance for bad debts based on existing economic conditions, historical experience, the financial conditions of the customers, and the amount and age of past due accounts. Receivables are considered past due if full payment is not received by the contractual due date. Past due accounts are generally written off against the allowance for bad debts only after all collection attempts have been exhausted. As of December 31, 2019, no customers represented more than 10% of total accounts receivable. Inventory Inventory is recorded at the lower of cost or net realizable value on a first-in, first-out basis. The Company reduces the carrying value of inventories for those items that are potentially excess, obsolete, or slow moving based on changes in customer demand, technology developments, or other economic factors. Loan Held for Investment Loan held for investment is reported on the balance sheet at the acquired cost which approximates the fair value, which resulted in a discount. The acquired loan had evidence of deterioration of credit quality and for which it was probable, at the time of our acquisition, that the Company would be unable to collect all contractually required payments. For these loans, the excess of the undiscounted contractual cash flows over the undiscounted cash flows estimated by us at the time of acquisition was not accreted into income (nonaccretable discount). The amount representing the excess of cash flows estimated by us at acquisition over the purchase price was accreted into purchase discount earned over the life of the applicable loans (accretable discount). The nonaccretable discount was not accreted into income. If cash flows could not be reasonably estimated for any loan, and collection was not probable, the cost recovery method of accounting was used. Under the cost recovery method, any amounts received were applied against the recorded amount of such loans. Subsequent to acquisition, if cash flow projections improved, and it was determined that the amount and timing of the cash flows related to the nonaccretable discount was reasonably estimable and collection was probable, the corresponding decrease in the nonaccretable discount was transferred to the accretable discount and was accreted into interest income over the remaining life of any such loan on the interest method. If cash flow projections deteriorated subsequent to acquisition, the decline was accounted for through the allowance for loan losses. Depending on the timing of an acquisition, the initial allocation of discount generally is made primarily to nonaccretable discount until the Company is able to assess any cash flows expected to be collected over the purchase price which are then transferred to accretable discount. Property and Equipment, Net Property and equipment are stated at cost, net of accumulated depreciation and amortization, which is recorded commencing at the in-service date using the straight-line method over the estimated useful lives of the assets, as follows: 3 to 5 years for office equipment, 5 to 7 years for furniture and fixtures, 6 to 10 years for machinery and equipment, 10 to 15 years for building improvements, 5 years for software, 5 years for molds, 5 to 7 years for vehicles and 40 years for buildings. When fixed assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the statements of operations for the respective period. Minor additions and repairs are expensed in the period incurred. Major additions and repairs which extend the useful life of existing assets are capitalized and depreciated using the straight-line method over their remaining estimated useful lives. Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The Company assesses the recoverability of its long-lived assets using undiscounted cash flows. If an asset is found to be impaired, the amount recognized for impairment is equal to the difference between the carrying value and the asset’s fair value. The Company did not record any impairment charges related to long-lived assets during the years ended December 31, 2019 and 2018. Goodwill and Intangible Assets We record intangible assets based on their fair value on the date of acquisition. Goodwill is recorded for the difference between the fair value of the purchase consideration over the fair value of the net identifiable tangible and intangible assets acquired. We perform an impairment assessment of goodwill on an annual basis, or whenever impairment indicators exist. In the absence of any impairment indicators, goodwill is assessed for impairment during the fourth quarter of each fiscal year. Judgments regarding the existence of impairment indicators are based on market conditions and operational performance of the business. We may assess our goodwill for impairment initially using a qualitative approach to determine whether it is more likely than not that the fair value of these assets is greater than their carrying value. When performing a qualitative test, we assess various factors including industry and market conditions, macroeconomic conditions and performance of our businesses. If the results of the qualitative assessment indicate that it is more likely than not that our goodwill and other indefinite-lived intangible assets are impaired, a quantitative impairment analysis would be performed to determine if impairment is required. We may also elect to perform a quantitative analysis of goodwill initially rather than using a qualitative approach. The impairment testing for goodwill is performed at the reporting unit level. The valuation methods used in the quantitative fair value assessment, discounted cash flow and market multiples method, require our management to make certain assumptions and estimates regarding certain industry trends and future profitability of our reporting units. If the fair value of a reporting unit exceeds the related carrying value, the reporting unit’s goodwill is considered not to be impaired and no further testing is performed. If the carrying value of a reporting unit exceeds its fair value, an impairment loss is recorded for the difference. The valuation of goodwill is affected by, among other things, our business plan for the future and estimated results of future operations. Future events could cause us to conclude that impairment indicators exist, and, therefore, that goodwill may be impaired. Intangible assets include the cost of patents or patent rights (hereinafter, collectively “patents”) and trademarks. Patent and trademark costs are amortized utilizing the straight-line method over their remaining economic useful lives. Costs incurred related to patents prior to issuance are included in prepaid patent expense until the time the patent is issued and amortization begins or until management determines it is no longer likely the patent will be issued and amounts are expensed. Edison Nation reviews long-lived assets and intangible assets for potential impairment annually and when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. In the event the expected undiscounted future cash flows resulting from the use of the asset is less than the carrying amount of the asset, an impairment loss is recorded equal to the excess of the asset’s carrying value over its fair value. If an asset is determined to be impaired, the loss is measured based on quoted market prices in active markets, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including a discounted value of estimated future cash flows. In the event that management decides to no longer allocate resources to a patent portfolio, an impairment loss equal to the remaining carrying value of the asset is recorded. Revenue Recognition Generally, the Company considers all revenues as arising from contracts with customers. Revenue is recognized based on the five-step process outlined in the Accounting Standards Codification (“ASC”) 606: Step 1 – Identify the Contract with the Customer – A contract exists when (a) the parties to the contract have approved the contract and are committed to perform their respective obligations, (b) the entity can identify each party’s rights regarding the goods or services to be transferred, (c) the entity can identify the payment terms for the goods or services to be transferred, (d) the contract has commercial substance and it is probably that the entity will collect substantially all of the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer. Step 2 – Identify Performance Obligations in the Contract – Upon execution of a contract, the Company identifies as performance obligations each promise to transfer to the customer either (a) goods or services that are distinct, or (b) a series of distinct goods or services that are substantially the same and have the same pattern of transfer to the customer. To the extent a contract includes multiple promised goods or services, the Company must apply judgement to determine whether the goods or services are capable of being distinct within the context of the contract. If these criteria are not met, the goods or services are accounted for as a combined performance obligation. Step 3 – Determine the Transaction Price – When (or as) a performance obligation is satisfied, the Company shall recognize as revenue the amount of the transaction price that is allocated to the performance obligation. The contract terms are used to determine the transaction price. Generally, all contracts include fixed consideration. If a contract did include variable consideration, the Company would determine the amount of variable consideration that should be included in the transaction price based on expected value method. Variable consideration would be included in the transaction price, if in the Company’s judgement, it is probable that a significant future reversal of cumulative revenue under the contract would not occur. Step 4 – Allocate the Transaction Price – After the transaction price has been determined, the next step is to allocate the transaction price to each performance obligation in the contract. If the contract only has one performance obligation, the entire transaction price will be applied to that obligation. If the contract has multiple performance obligations, the transaction price is allocated to the performance obligations based on the relative standalone selling price (SSP) at contract inception. Step 5 – Satisfaction of the Performance Obligations (and Recognize Revenue) – Revenue is recognized when (or as) goods or services are transferred to a customer. The Company satisfies each of its performance obligations by transferring control of the promised good or service underlying that performance obligation to the customer. Control is the ability to direct the use of and obtain substantially all of the remaining benefits from an asset. It includes the ability to prevent other entities from directing the use of and obtaining the benefits from an asset. Indicators that control has passed to the customer include: a present obligation to pay; physical possession of the asset; legal title; risks and rewards of ownership; and acceptance of the asset(s). Performance obligations can be satisfied at a point in time or over time. Substantially all of the Company’s revenues continue to be recognized when control of the goods are transferred to the customer, which is upon shipment of the finished goods to the customer. All sales have fixed pricing and there are currently no material variable components included in the Company’s revenue. Additionally, the Company will issue credits for defective merchandise, historically these credits for defective merchandise have not been material. Based on the Company’s analysis of the new revenue standards, revenue recognition from the sale of finished goods to customers, which represents substantially all of the Company’s revenues, was not impacted by the adoption of the new revenue standards. Disaggregation of Revenue The Company’s primary revenue streams include the sale and/or licensing of consumer goods and packaging materials for innovative products. The Company’s licensing business is not material and has not been separately disaggregated for segment purposes. The disaggregated Company’s revenues for the years ended December 31, 2019 and 2018 was as follows: For the Years Ended December 31, 2019 2018 Revenues: Product sales $ 19,184,428 $ 16,037,221 Service revenues - 197,068 Licensing revenues 444,634 267,920 Total revenues, net $ 19,629,062 $ 16,502,209 For the years ended December 31, 2019 and 2018, the following customers represented more than 10% of total net revenues: For the years ended 2019 2018 Customer: Customer A 14 % 21 % For the years ended December 31, 2019 and 2018, the following geographical regions represented more than 10% of total net revenues: For the Years Ended 2019 2018 Region: North America 76 % 80 % Asia-Pacific 9 % 13 % Europe 15 % 7 % Cost of Revenues Cost of revenues includes freight charges, purchasing and receiving costs, depreciation and inspection costs. Shipping and Handling Costs Shipping and handling costs include inbound freight costs and the cost to ship product to the customer and are included in cost of sales. Fair Value of Financial Instruments The Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”) which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. 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 that are unobservable (for example, cash flow modeling inputs based on assumptions) The carrying amounts of the Company’s financial instruments, such as cash, accounts receivable, accounts payable, accrued expenses and other current liabilities approximate fair values due to the short-term nature of these instruments. The carrying amount of the Company’s notes payable approximates fair value because the effective yields on these obligations, which include contractual interest rates, taken together with other features such as concurrent issuance of warrants, are comparable to rates of returns for instruments of similar credit risk. The loan held for investment was acquired at fair value, which resulted in a discount. The following changes in level 3 instruments for the year ended December 31, 2019 are presented below: Contingent Balance, January 1, 2019 $ (520,000 ) Change in fair value of earnout 520,000 Balance, December 31, 2019 $ - Foreign Currency Translation The Company uses the United States dollar as its functional and reporting currency since the majority of the Company’s revenues, expenses, assets and liabilities are in the United States. Assets and liabilities in foreign currencies are translated using the exchange rate at the balance sheet date, while revenue and expense accounts are translated at the average exchange rates prevailing during the year. Equity accounts are translated at historical exchange rates. Gains and losses from foreign currency transactions and translation for the years ended December 31, 2019 and 2018 and the cumulative translation gains and losses as of December 31, 2019 and 2018 were not material. Income Taxes The Company accounts for income taxes under the provisions of the Financial Accounting Standards Board (“FASB”) ASC Topic 740 “Income Taxes” (“ASC Topic 740”). The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. The Company utilizes 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. Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s consolidated financial statements as of December 31, 2019 and 2018. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses in the statements of operations. Net Earnings or Loss per Share Basic net (loss) income per common share is computed by dividing net (loss) income by the weighted average number of vested common shares outstanding during the period. Diluted net income per common share is computed by dividing net income by the weighted average number vested of common shares, plus the net impact of common shares (computed using the treasury stock method), if dilutive, resulting from the exercise of dilutive securities. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. As of December 31, 2019, the Company excluded the common stock equivalents summarized below, which entitle the holders thereof to ultimately acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive. December 31, 2019 Selling Agent Warrants 160,492 Shares reserved in exchange for the cancellation of certain non-voting membership interest in Edison Nation Holdings, LLC 990,000 Options 80,000 Convertible shares under notes payable 285,632 Warrants for noteholders 50,000 Restricted stock units 210,000 Shares to be issued to consultants 412,500 Total 2,188,624 Deferred Financing Costs Deferred financing costs include debt discounts and debt issuance costs related to a recognized debt liability and are presented in the balance sheet as a direct deduction from the carrying value of the debt liability. Amortization of deferred financing costs are included as a component of interest expense. Deferred financing costs are amortized using the straight-line method over the term of the recognized debt liability which approximates the effective interest method. Recent Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update No. 2016-02 (ASU 2016-02) which amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. This accounting guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. Additionally, this accounting guidance requires a modified retrospective transition approach for all leases existing at, or entered into after the date of initial application, with an option to use certain transition relief. In July 2018, the FASB issued a practical expedient that would allow entities the option to apply the provisions of the new lease guidance at the effective date of adoption without adjusting the comparative periods presented. The Company adopted this standard in the first quarter of 2019 and the adoption had the following impact on the Company’s results and consolidated financial statements: The Company has elected the “package of practical expedients” and as a result is not required to reassess its prior accounting conclusions about lease identification, lease classification and initial direct costs for lease contracts that exist as of the transition date. However, the Company has not elected the use of hindsight for determining the reasonably certain lease term. The new lease standard also provides practical expedients and policy elections for an entity’s ongoing accounting. The Company has elected the practical expedient to not separate lease and non-lease components for all of its leases. The Company has elected the short-term lease recognition exemption, which results in no recognition of right-of-use assets and lease liabilities for existing short-term leases at transition. Upon adoption on January 1, 2019, the Company recognized right of use assets for operating leases and operating lease liabilities that have not previously been recorded. The lease liability for operating leases is based on the net present value of future minimum lease payments. The right of use asset for operating leases is based on the lease liability. The Company did not have any deferred rent or material prepaid rent. The cumulative effect of initially applying the new lease accounting standard as of January 1, 2019 is as follows: January 1, Cumulative January 1, Assets: Right of use assets – operating leases $ - $ 943,997 $ 943,997 Liabilities: Current portion of operating lease liabilities $ - $ 261,866 $ 261,866 Operating lease liabilities, net of current portion $ - $ 682,131 $ 682,131 The adoption of the standard did not result in any material changes to the recognition of operating lease expenses in the Company’s consolidated statements of operations. In January 2017, the FASB issued Accounting Standards Update No. 2017-04 (ASU 2017-04), “Simplifying the Test for Goodwill Impairment”, which removes Step 2 from the goodwill impairment test. ASU 2017-04 requires that if a reporting unit’s carrying value exceeds its fair value, an impairment charge would be recognized for the excess amount, not to exceed the carrying amount of goodwill. ASU 2017-04 will be effective for interim and annual reporting periods beginning after December 15, 2019. Early application is permitted after January 1, 2017. The Company early adopted ASU 2017-04 in the third quarter of 2018. The Company recognized an impairment charge of $4,443,000 under the simplified test for goodwill impairment. In June 2018, the FASB issued an amendment to the accounting guidance related to accounting for employee share-based payments which clarifies that an entity should recognize excess tax benefits in the period in which the amount of the deduction is determined. This amendment is effective for annual periods beginning after December 15, 2018. The Company adopted this accounting guidance in the first quarter of 2019 with no impact on our financial statements. In August 2018, the FASB issued new accounting guidance that addresses the accounting for implementation costs associated with a hosted service. The guidance provides that implementation costs be evaluated for capitalization using the same criteria as that used for internal-use software development costs, with amortization expense being recorded in the same income statement expense line as the hosted service costs and over the expected term of the hosting arrangement. This guidance is effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. The guidance will be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We have not yet adopted this accounting guidance and are currently evaluating the effect this accounting guidance will have on our financial statements. In August 2018, the FASB issued new accounting guidance that eliminates, adds and modifies certain disclosure requirements for fair value measurements. Among the changes, an entity will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. ASU 2018-13 is effective for interim and annual reporting periods beginning after December 15, 2019; early adoption is permitted. Since this accounting guidance only revises disclosure requirements, it will not have a material impact on the Company’s consolidated financial statements. In October 2018, the FASB issued new accounting guidance for Variable Interest Entities, which requires indirect interests held through related parties in common control arrangements be considered on a proportional basis for determining whether fees paid to decision makers and service providers are variable interests. The guidance is effective for the Company’s interim and annual reporting periods during the year ending December 31, 2020. Early adoption is permitted. The Company currently does not believe that the adoption of this accounting guidance will have a material impact on its consolidated financial statements and related disclosures. Subsequent Events The Company has evaluated subsequent events through the date which the financial statements were issued. Based upon the evaluation, except for items described in Note 16, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements. Segment Reporting The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker is the Chairman and Chief Executive Officer (“CEO”) of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. The Company deploys resources on a consolidated level to all brands of the Company and therefore the Company only identifies one reportable operating segment with multiple product offerings. |
Acquisitions and Divestitures
Acquisitions and Divestitures | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Business Combinations [Abstract] | ||
Acquisitions and Divestitures | Note 3 — Acquisitions and Divestitures Divestiture of Subsidiary On February 17, 2020, the Company divested its Cloud B, Inc. subsidiary and entered into an Agreement for the Purchase and Sale of Cloud B, Inc.(the “Purchase Agreement”), with Pearl 33 Holdings, LLC (the “Buyer”), pursuant to which the Buyer purchased from the Company (and the Company sold and assigned) 80,065 shares of common stock of Cloud B (the “Cloud B Shares”) for $1.00 and an indemnification agreement as described below, constituting a 72.15% ownership interest in Cloud B, based on 110,964 shares of Cloud B’s common stock outstanding as of February 17, 2020. In accordance with the agreement, all of the liabilities of Cloud B were assumed by Pearl 33. On February 17, 2020, as part of the sale of Cloud B, Inc., the Company entered into an indemnification agreement with Pearl 33 Holdings, LLC in connection with the divestiture of Cloud B, Inc., whereby pursuant to such agreement the Company is limited to the issuance of 150,000 shares of the Company’s common stock to the Buyer for indemnification of claims against Cloud B Inc. In addition, the Company shall indemnify the Buyer for expenses (including attorneys’ fees and all other costs, expenses and obligations) in connection with defending any Claim in connection with the Cloud B. The Company has recorded $405,000 related to the fair value of the 150,000 shares of common stock which were issued to the Buyer on June 30, 2020. The table below shows the assets and liabilities that the Company was relieved of in the transaction: February 17, 2020 Accounts payable 4,005,605 Accrued Expenses 370,289 Income Tax Payable 14,473 Notes Payable 900,000 Non-Controlling Interest 26,393 Shares to be issued to Buyer (405,000 ) Gain on divestiture $ 4,911,760 Asset Acquisition On March 11, 2020, the Company issued 238,750 shares of our common stock to acquire the assets of HMNRTH, LLC. On July 1, 2020, the Company made payment in the amount of $70,850 to the principals of HMNRTH, LLC. The transaction was treated as an asset purchase and not accounted for as a business combination due to the limited inputs, processes and outputs, which did not meet the requirements to be a business. Please see Note 11 — Subsequent Events | Note 3 — Acquisition On September 4, 2018, the Company completed the acquisition of all of the voting membership interest of Edison Nation Holdings, LLC for a total purchase price of $12,820,978 comprising of (i) $950,000 cash (ii) the assumption of the remaining balance of the senior convertible debt through the issuance to the holders of 4%, 5-year senior convertible notes (the “New Convertible Notes”), in the aggregate principal and interest amount of the sum of $1,428,161, less debt discount of $500,000 for the approximate fair value of the conversion feature, which are convertible into approximately 285,632 shares of the Company’s common stock, at the option of the holder of such New Convertible Notes (subject to certain adjustments as provided in the Membership Interest Purchase Agreement (the “Purchase Agreement”) among the Company and Edison Nation Holdings, LLC and Edison Nation Holdings, LLC members dated June 29, 2018 and the terms of the New Convertible Notes), (iii) the reservation of 990,000 shares of the Company’s common stock that may be issued in exchange for the redemption of certain non-voting membership interests of EN that will be created specifically in connection with the transaction contemplated by the Purchase Agreement (which exchange obligations may be instead satisfied in cash instead of shares of common stock, in the Company’s sole discretion), and (iv) the issuance of 557,084 shares or $3,760,317 of the Company’s common stock in full satisfaction of the indebtedness represented by promissory notes payable by EN to Venture Six, LLC and Wesley Jones. The activity of Edison Nation Holdings, LLC included in the Company’s consolidated statements of operations from the date of acquisition was net sales of $267,920 and net loss of $197,485. On October 29, 2018, the Company completed the acquisition of 72.15% of the outstanding capital stock of Cloud B, Inc. in exchange for 489,293 shares of restricted common stock of the Company. In addition, the Company entered into an Earn Out Agreement with the Cloud B Sellers, whereby, beginning in 2019, the Company will pay the Cloud B Sellers an annual amount equal to 8% multiplied by the annual gross sales of Cloud B, as reduced by the total gross sales generated by Cloud B in 2018. The Earn Out Agreement expires on December 31, 2021. In February 2019, CBAVI, LLC foreclosed on the Promissory Note it held that was secured by Cloud B, Inc.’s assets. After the foreclosure, there likely will be no assets to distribute to other creditors. In addition, the fair value of the earnout originally valued at $520,000 was reduced to $0 with an adjustment to change in fair value in the Company’s Consolidated Statements of Operations. The activity of Cloud B, Inc. included in the Company’s consolidated statements of operations from the date of acquisition was net sales of $1,512,328 and net loss of $44,408. On December 31, 2018, the Company completed the acquisition of all of the voting membership interest of Pirasta, LLC from NL Penn Capital, LP in exchange for the satisfaction of $470,000 due from related party. Accordingly, the consolidated financial statements of the Company reflect the accounting of the combined acquired subsidiary at historical carrying values, except that equity reflects a distribution for the excess of consideration paid over the net carrying amount of assets. The activity of Pirasta, LLC included in the Company’s consolidated statements of operations from the date of acquisition to December 31, 2018 was not material. On December 31, 2018, the Company completed the acquisition of 50% of the voting membership interest of Best Party Concepts, LLC from NL Penn Capital, LP in exchange for the satisfaction of $500,000 due from related party. Accordingly, the consolidated financial statements of the Company reflect the accounting of the combined acquired subsidiary at historical carrying values, except that equity reflects a distribution for the excess of consideration paid over the net carrying amount of assets. NL Penn Capital, LP is owned by Christopher B. Ferguson, our Chairman and Chief Executive Officer. The activity of Best Party Concepts, LLC included in the Company’s consolidated statements of operations from the date of acquisition to December 31, 2018 was not material. On November 6, 2019, the Company issued 45,000 shares of our common stock to acquire the assets of Uber Mom, LLC for $52,352, which was the approximate value of Uber Mom, LLC’s inventory. The activity of Uber Mom included in the Company’s consolidated statements of operations from the date of acquisition to December 31, 2019 was not material. Joint Venture On August 23, 2019, the Company formed Ed Roses, LLC, a 50% joint venture with 4Keeps Roses, Inc., to distribute preserved roses, flowers and associated gift products. The following table summarizes the aggregate purchase price consideration paid for acquisitions during 2019: Uber Mom Cash paid $ 52,352 Fair value of issued shares 98,613 Purchase consideration $ 150,965 The following table summarizes the aggregate purchase price consideration paid for acquisitions during 2018: Edison Nation Best Party Holdings, LLC Cloud B, Inc. Pirasta, LLC Concepts, LLC Cash paid 950,000 - $ - $ - Fair value of issued shares 3,384,285 2,664,200 - - Fair value of reserved shares 6,014,250 - - - Issuance of debt 1,428,161 - - - Settlement of due from related party - - 470,000 500,000 Fair value of contingent consideration - 520,000 - - Adjustment to purchase price – earnout (520,000 ) Purchase consideration $ 11,776,696 $ 2,664,200 $ 470,000 $ 500,000 The Company believes that these combinations will further strengthen its future growth opportunities while also increasing product diversification. The Company accounted for these acquisitions as a business combination under the acquisition method of accounting. The following table summarizes the preliminary purchase price allocation of fair values of the assets acquired and liabilities assumed during 2018 at the date of acquisition: Edison Nation Best Party Holdings, LLC Cloud B, Inc. Pirasta, LLC Concepts, LLC Cash and cash equivalents $ 68,681 $ 104,744 $ 3,629 $ 365 Accounts receivable 15,958 636,755 7,696 6,906 Inventory - 566,500 36,537 139,918 Other assets 39,691 172,747 - 4.356 Property and equipment 1,852 53,345 - 10,931 Goodwill 5,497,242 3,364,432 354,836 - Intangible assets 6,400,000 6,600,000 - - Total assets acquired 12,023,424 11,498,523 402,698 162,476 Debt - 1,400,000 - - Accounts payable 227,025 5,748,797 2,052 34,041 Accrued expenses and other liabilities 19,703 527,526 119,198 513,502 Total liabilities assumed 246,728 7,676,323 121,250 547,543 Noncontrolling interest - 1,158,000 - (192,534 ) Distribution to shareholder - - (188,552 ) (692,533 ) $ 11,776,696 $ 2,664,200 $ 470,000 $ 500,000 The noncontrolling interest was valued based on the fair value of consideration paid to the Cloud B Sellers. The following table summarizes the preliminary purchase price allocation of fair values of the assets acquired and liabilities assumed during 2019 at the date of acquisition: Uber Mom Inventory $ 52,352 Goodwill 98,613 Total assets acquired $ 150,965 The following represents the pro forma consolidated income statement as if the acquisitions had been included in the consolidated results of the Company for the entire years ending December 31, 2018: Years Ended December 31, 2018 Revenues, net $ 20,988,594 Cost of revenues 13,566,605 Gross profit 7,421,989 Operating expenses: Selling, general and administrative 13,144,691 Operating (loss) income (5,722,702 ) Other (expense) income: Other (expense) income (398,406 ) (Loss) income before income taxes (6,121,108 ) Income tax expense 304,298 Net (loss) income $ (6,425,406 ) Net (loss) income attributable to noncontrolling interests (415,466 ) Net (loss) income attributable to Edison Nation, Inc. (6,009,940 ) Net (loss) income per share - basic and diluted $ (1.09 ) Weighted average number of common shares outstanding – basic and diluted 5,513,706 In connection with the acquisitions the Company will no longer present multiple segments for packaging materials and consumer goods segment as resources will be deployed on a consolidated level and all entities will operate cross functionally as one team to bring products to market. |
Variable Interest Entities
Variable Interest Entities | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | Note 4 — Variable Interest Entities The Company is involved in the formation of various entities considered to be Variable Interest Entities (“VIEs”). The Company evaluates the consolidation of these entities as required pursuant to ASC Topic 810 relating to the consolidation of VIEs. These VIEs are primarily partnerships formed to supply consumer goods to through various distribution and retail channels. The Company’s determination of whether it is the primary beneficiary of VIE is based in part on an assessment of whether or not the Company and its related parties are exposed to the majority of the risks and rewards of the entity. Typically, the Company is entitled to substantially all or portion of the economics of these VIEs. The Company is the primary beneficiary of the VIE entities. The following table presents the carrying values of the assets and liabilities of entities that are VIEs and consolidated by the Company at September 30, 2020: September 30, 2020 December 31, 2019 (Unaudited) Assets Current assets: Cash and cash equivalents $ 114,875 $ 6,234 Accounts receivable, net 906,020 21,697 Inventory 249,896 51,090 Prepaid expenses and other current assets 1,072,378 379,561 Total current assets 2,343,169 458,582 Property and equipment, net 19,671 32,661 Total assets $ 2,362,840 $ 491,243 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 198,704 $ 337,648 Accrued expenses and other current liabilities 80,631 - Deferred revenues 857,500 - Line of credit, net of debt issuance costs of $0 and $15,573, respectively 1,153,800 - Notes payable, current 150,000 - Due to related party 315,666 315,666 Total current liabilities 2,756,301 12,973,319 The following table presents the operations of entities that are VIEs and consolidated by the Company at September 30, 2020: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2020 2019 2020 2019 Revenues, net $ 184,715 $ 80,120 $ 1,459,192 $ 285,542 Cost of revenues 69,191 49,590 1,064,114 124,659 Gross profit 115,524 30,530 395,078 160,883 Operating expenses: Selling, general and administrative 91,114 100,961 294,676 192,699 Operating income 24,410 (70,431 ) 100,402 (31,816 ) Other (expense) income: Interest expense (73,840 ) - (130,796 ) - Total other (expense) income (73,840 ) - (130,796 ) - Loss before income taxes (49,430 ) (70,431 ) (30,394 ) (31,816 ) Income tax expense - - - - Net (loss) income $ (49,430 ) $ (70,431 ) $ (30,394 ) $ (31,816 ) At September 30, 2020 and December 31, 2019, there were no unconsolidated VIEs for which the Company holds a variable interest. On May 20, 2020 (the “Effective Date”), Vinco Ventures, Inc. (the “Company”) entered into an Agreement and Plan of Share Exchange (the “Share Exchange Agreement”) with PPE Brickell Supplies, LLC, a Florida limited liability company (“PPE”), and Graphene Holdings, LLC, a Wyoming limited liability company (“Graphene”, and together with PPE, the “Sellers”), whereby the Company purchased 25 membership units of Global Clean Solutions, LLC, a Nevada limited liability company (“Global”) from each of PPE and Graphene, for a total of fifty (50) units, representing fifty percent (50%) of the issued and outstanding units of Global (the “Purchase Units”). The Company issued 250,000 shares of its restricted common stock, $0.001 par value per share (the “Common Stock”) to PPE, and 50,000 shares of Common Stock to Graphene, in consideration for the Purchase Units. Global Clean Solutions, LLC is a VIE. The fair value of the shares of $699,000 was treated as a distribution to the noncontrolling interest members. Pursuant to the terms of the Share Exchange Agreement, the Sellers may earn additional shares of Common Stock upon Global realizing the following revenue targets: (i) In the event that Global’s total orders equal or exceed $1,000,000, Graphene shall receive 200,000 shares of Common Stock; (ii) In the event that Global’s total orders equal or exceed $10,000,000, PPE shall receive 100,000 shares of restricted Common Stock; and (iii) In the event that Global’s total orders equal or exceed $25,000,000, Graphene shall receive 125,000 shares of restricted Common Stock. Additionally, the Company shall be entitled to appoint two managers to the Board of Managers of Global. The fair value of the shares is expensed over the estimated vesting period and is adjusted based on the number of shares that vest. Amended Limited Liability Company Agreement On the Effective Date, the Company entered into an Amended Limited Liability Company Agreement of Global (the “Amended LLC Agreement”). The Amended LLC Agreement amends the original Limited Liability Company Agreement of Global, dated May 13, 2020. The Amended LLC defines the operating rules of Global and the ownership percentage of each member: Vinco Ventures, Inc. 50%, PPE 25% and Graphene 25%. Secured Line of Credit Agreement On the Effective Date, the Company (as “Guarantor”) entered into a Secured Line of Credit Agreement (the “Credit Agreement”) with Global and PPE. Under the terms of the Credit Agreement, PPE is to make available to Global a revolving credit loan in a principal aggregate amount at any one time not to exceed $2,500,000. Upon each drawdown of funds against the credit line, Global shall issue a Promissory Note (the “Note”) to PPE. The Note shall accrue interest at 3% per annum and have a maturity date of six (6) months. In the event of a default, any and all amounts due to PPE by Global, including principal and accrued but unpaid interest, shall increase by forty (40%) percent and the interest shall increase to five (5%) percent (the “Default Interest”). Security Agreement On the Effective Date, the Company (as “Guarantor”) entered into a Security Agreement (the “Security Agreement”) with Global (as “Borrower”) and PPE as the secured party, whereby the Company placed 1,800,000 shares of Common Stock (the “Reserve Shares”) in reserve with its transfer agent in the event of default under the Credit Agreement. In the event of a default that is not cured by the defined cure period, the PPE may liquidate the Reserve Shares until the Global’s principal, interest and associated expenses are recovered. The number of Reserve Shares may be increased through the issuance of True-Up shares in the event the original number of Reserve Shares is insufficient. |
Accounts Receivable
Accounts Receivable | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Credit Loss [Abstract] | ||
Accounts Receivable | Note 5 — Accounts Receivable As of September 30, 2020 and December 31, 2019, accounts receivable consisted of the following: September 30, 2020 December 31, 2019 Accounts receivable $ 3,223,291 $ 2,185,859 Less: Allowance for doubtful accounts (77,761 ) (77,760 ) Total accounts receivable, net $ 3,145,530 $ 2,108,099 | Note 4 — Accounts Receivable As of December 31, 2019 and 2018, accounts receivable consisted of the following: December 31, December 31, 2019 2018 Accounts receivable $ 2,185,859 $ 1,889,112 Less: Allowance for doubtful accounts (77,760 ) (11,761 ) Total accounts receivable, net $ 2,108,099 $ 1,877,351 |
Inventory
Inventory | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | ||
Inventory | Note 6 — Inventory As of September 30, 2020 and December 31, 2019, inventory consisted of the following: September 30, December 31, 2020 2019 Raw materials $ 34,737 $ 49,232 Finished goods 1,580,613 1,419,993 Reserve for obsolescence (100,000 ) (100,000 ) Total inventory $ 1,515,351 $ 1,369,225 | Note 5 — Inventory As of December 31, 2019 and 2018, inventory consisted of the following: December 31, December 31, 2019 2018 Raw materials $ 49,232 $ 48,576 Finished goods 1,319,993 875,131 Total inventory $ 1,369,225 $ 923,707 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Note 6 — Prepaid expenses and other current assets As of December 31, 2019 and 2018, accrued expenses and other current liabilities consisted of the following: December 31, December 31, 2019 2018 Deposits on inventory $ 680,792 $ 133,073 Deposits 11,409 66,862 Prepaid insurance 46,848 59,892 Accrued revenue 18,966 36,657 Prepaid consulting fees 137,328 251,000 Other 22,090 64,211 Total prepaid expenses and other current assets $ 917,433 $ 611,695 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Note 7 — Property and equipment, net As of December 31, 2019 and 2018, property and equipment consisted of the following: December 31, December 31, 2019 2018 Land $ 79,100 $ 79,100 Buildings – rental property 445,635 427,704 Building improvements 766,859 760,017 Equipment and machinery 3,917,080 3,929,332 Furniture and fixtures 387,836 322,157 Computer software 23,518 23,518 Molds 4,651,889 4,589,153 Vehicles 521,962 502,960 10,793,879 10,633,941 Less: accumulated depreciation (9,861,911 ) (9,635,078 ) Total property and equipment, net $ 931,968 $ 998,863 Depreciation expense for the years ended December 31, 2019 and 2018 was $231,518 and $175,609, respectively. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Note 8 — Goodwill The changes in the carrying amount of goodwill for the year ended December 31, 2019 consisted of the following: Total Balance, January 1, 2018 $ - Acquisitions 9,736,510 Balance, January 1, 2019 $ 9,736,510 Acquisition of Uber Mom 98,613 Impairment (4,443,000 ) Balance, December 31, 2019 $ 5,392,123 The Company recorded an impairment charge of $4,443,000 related to our annual impairment assessment. The impairment was a result of decreased profitability as compared to anticipated profitability in our businesses acquired in 2018. The Company utilized the simplified test for goodwill impairment. The amount recognized for impairment is equal to the difference between the carrying value and the asset’s fair value. The valuation methods used in the quantitative fair value assessment was a discounted cash flow method and required management to make certain assumptions and estimates regarding certain industry trends and future profitability of our reporting units. |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Note 9 — Intangible assets, net As of December 31, 2019, intangible assets consisted of the following: Gross Net Carrying Accumulated Carrying Amount Amortization Amount Finite lived intangible assets: Customer relationships 15 years 13.8 years $ 4,270,000 $ 339,556 $ 3,930,444 Developed technology 7 years 5.7 years 3,800,000 697,619 3,102,381 Membership network 7 years 5.7 years 1,740,000 331,429 1,408,571 Non-compete agreements 2 years .7 years 50,000 33,333 16,667 Total finite lived intangible assets $ 9,860,000 $ 1,401,937 $ 8,458,063 Indefinite lived intangible assets: Trademarks and tradenames Indefinite $ 3,140,000 $ - $ 3,140,000 Total indefinite lived intangible assets $ 3,140,000 $ - $ 3,140,000 Total intangible assets $ 13,000,000 $ 1,401,937 $ 11,598,063 As of December 31, 2018, intangible assets consisted of the following: Gross Net Carrying Accumulated Carrying Amount Amortization Amount Finite lived intangible assets: Customer relationships 15 years 14.8 years $ 4,270,000 $ 61,555 $ 4,208,445 Developed technology 7 years 6.7 years 3,800,000 159,524 3,640,476 Membership network 7 years 6.7 years 1,740,000 82,857 1,657,143 Non-compete agreements 2 years 1.7 years 50,000 8,333 41,667 Total finite lived intangible assets $ 9,860,000 $ 312,269 $ 9,547,731 Indefinite lived intangible assets: Trademarks and tradenames Indefinite $ 3,140,000 $ - $ 3,140,000 Total indefinite lived intangible assets $ 3,140,000 $ - $ 3,140,000 Total intangible assets $ 13,000,000 $ 312,269 $ 12,687,731 Amortization expense for the years ended December 31, 2019 and 2018 was $1,089,668 and $312,269, respectively. The estimated future amortization of intangibles subject to amortization at December 31, 2019 was as follows: For the Years Ended December 31, Amount 2020 $ 1,092,762 2021 1,076,095 2022 1,076,095 2023 1,076,095 2024 1,076,095 Thereafter $ 3,060,921 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Note 10 — Accrued expenses and other current liabilities As of December 31, 2019 and 2018, accrued expenses and other current liabilities consisted of the following: December 31, December 31, 2019 2018 Accrued taxes - other $ 261,396 $ 259,559 Accrued payroll and benefits 482,719 175,336 Accrued professional fees 201,318 133,261 Customer deposits 13,212 35,094 Accrued interest 341,559 269,782 Accrued legal contingencies 240,105 - Other 54,359 262,519 Total accrued expenses and other current liabilities $ 1,594,668 $ 1,135,551 |
Debt
Debt | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Debt | Note 7 — Debt As of September 30, 2020 and December 31, 2019, debt consisted of the following: September 30, 2020 December 31, 2019 Line of credit: Secured line of credit $ 1,153,800 $ - Receivables financing 462,868 472,567 Debt issuance costs - (15,573 ) Total lines of credit 1,616,668 456,995 Convertible notes payable: Senior convertible notes payable – related parties 1,428,161 1,428,161 Convertible notes payable 560,000 - Debt issuance costs (353,664 ) (366,666 ) Total convertible notes payable 1,634,497 1,061,495 Less: current portion of long-term convertible notes payable (498,002 ) - Noncurrent portion of long-term convertible notes payable 1,136,495 1,061,495 Notes payable: Notes payable 1,790,641 1,621,015 Debt issuance costs (148,278 ) (212,848 ) Total long-term debt 1,642,363 1,408,167 Less: current portion of long-term debt (821,092 ) (1,365,675 ) Noncurrent portion of long-term debt 821,271 42,492 Notes payable – related parties: Notes payable 2,667,513 3,282,021 Less: current portion of long-term debt – related parties (1,214,698 ) (1,686,352 ) Noncurrent portion of long-term debt – related parties $ 1,452,815 $ 1,595,669 Convertible Notes Payable On January 23, 2020, the Company entered into a $1,100,000 loan agreement the (“Loan Agreement”) with Greentree Financial Group, Inc. (the “Investor”), pursuant to which the Investor purchased a 10% Convertible Promissory Note (the “Note”) from the Company, and the Company issued to the Investor a three-year warrant (the “Warrant”) to purchase 550,000 shares of the Company’s common stock, $0.001 per share (“Common Stock”). The Note is convertible at any time at a price of $2.00 per share, subject to certain adjustments to the conversion price set forth in the Note. The Note reiterates the registration rights set forth in the Loan Agreement and the Warrant. There is no prepayment penalty on the Note. If the Note is not prepaid by the 90th day after the effective date of the Registration Statement, the Investor is required to convert the entire amount of principal and interest outstanding on the Note at that time, at a price of $2.00 per share, unless an event of default (as such events are described in the Note) under the Note has occurred, in which case the Note would be mandatorily converted at a price equal to 50% of the lowest trading price of the Common Stock for the last 10 trading days immediately prior to, but not including, the date that the Note mandatorily converts. In the event that the average of the 15 lowest closing prices for the Company’s common stock on NASDAQ or other primary trading market for the Company’s common stock (the average of such lowest closing prices being herein referred to, the “True-up Price”) during the period beginning on the effective date of the Registration Statement and ending on the 90 th On January 29, 2020, the Company and Greentree Financial Group, Inc. (the “Investor”), entered into an Amendment Agreement, amending the January 22, 2020 Loan Agreement, the Note, and the Warrant to: (i) correct the effective date set forth in the Loan Agreement, Note and Warrant to January 23, 2020 and the due date to October 23, 2020, (ii) clarify the terms of the registration right provision in the Loan Agreement such that the Company was required to register a total of 1,500,000 shares of Common Stock, which such amount of shares is the sum of 550,000 shares of Common Stock issuable upon conversion of the Note, 550,000 Warrant Shares, the 100,000 Origination Shares, and 300,000 shares of Common Stock to account for changes to the conversion and/or exercise price under the Note and Warrant, and (iii) to ensure that the total number of shares of Common Stock issued pursuant to the Loan Agreement, the Note, and/or the Warrant, each as amended, does not exceed 17.99% of the Company’s issued and outstanding Common Stock as of January 23, 2020. The Company is subject to a $35,000 penalty on a monthly basis if a registration statement is not effective after 105 days from January 23, 2020. The Company recognized a beneficial conversion option of $586,785 related to the 550,000 shares of Common Stock issuable upon conversion of the Note, a debt discount of $296,891 based on the relative fair value related to the 550,000 Warrant Shares, a debt discount of $201,324 based on the relative fair value related to the 160,000 Origination and Advisory Shares. On July 23, 2020, the Company issued 320,000 shares of common stock valued at $1,158,400 to Greentree Financial Group, Inc. to satisfy $360,000 principal and $131,889 interest and fees and on August 4, 2020, the Company issued 370,000 shares of common stock valued at $1,394,900 to Greentree Financial Group, Inc. in satisfaction of $740,000 principal. The Note is paid in full. On April 7, 2020, the Company entered into a Securities Purchase Agreement (the “Agreement”) with Jefferson Street Capital, LLC (the “Investor”) wherein the Company issued the Investor a Convertible Promissory Note (the “Note”) in the amount of $168,000 ($18,000 OID). The $150,000 of proceeds from the Note will be used for general working capital purposes The Note has a term of six (6) months, is due on October 7, 2020 and has a one-time interest charge of 2%. In addition, the Company issued the Investor 10,700 shares of Common Stock (the “Origination Shares”) as an origination fee. The transaction closed on April 9, 2020. The Investor shall have the right at any time to convert all or any part of the outstanding and unpaid principal, interest, fees, or any other obligation owed pursuant to this Note into fully paid and non-assessable shares of Common Stock at a conversion price equal to $2.05 per share. Upon an Event of Default, the Conversion Price shall equal the Alternate Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Alternate Conversion Price” shall equal the lesser of (i) 80% multiplied by the average of the three lowest daily volume weighted average prices (“VWAP”) during the previous twenty (20) Trading Days (as defined below) before the Issue Date of this Note (representing a discount rate of 20%) or (ii) 80% multiplied by the Market Price (as defined herein) (representing a discount rate of 20%). “Market Price” means the average of the three lowest daily VWAPs for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. Please see Note 11 — Subsequent Events On April 7, 2020, the Company entered into a Securities Purchase Agreement (the “Agreement”) with BHP Capital NY Inc. (the “Investor”) wherein the Company issued the Investor a Convertible Promissory Note (the “Note”) in the amount of $168,000 ($18,000 OID). The $150,000 of proceeds from the Note will be used for general working capital purposes The Note has a term of six (6) months, is due on October 7, 2020 and has a one-time interest charge of 2%. In addition, the Company issued the Investor 10,700 shares of Common Stock (the “Origination Shares”) as an origination fee. The transaction closed on April 9, 2020. The Investor shall have the right at any time to convert all or any part of the outstanding and unpaid principal, interest, fees, or any other obligation owed pursuant to this Note into fully paid and non-assessable shares of Common Stock at a conversion price equal to $2.05 per share. Upon an Event of Default, the Conversion Price shall equal the Alternate Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Alternate Conversion Price” shall equal the lesser of (i) 80% multiplied by the average of the three lowest daily volume weighted average prices (“VWAP”) during the previous twenty (20) Trading Days (as defined below) before the Issue Date of this Note (representing a discount rate of 20%) or (ii) 80% multiplied by the Market Price (as defined herein) (representing a discount rate of 20%). “Market Price” means the average of the three lowest daily VWAPs for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. On July 29, 2020, the Company entered into a Securities Purchase Agreement (the “Agreement”) with Jefferson Street Capital, LLC (the “Investor”) wherein the Company issued the Investor a Convertible Promissory Note (the “Note”) in the amount of $224,000 ($24,000 OID). The $200,000 of proceeds from the Note will be used for general working capital purposes The Note has a term of six (6) months, is due on January 29, 2021 and has a one-time interest charge of 2%. In addition, the Company issued the Investor 14,266 shares of Common Stock (the “Origination Shares”) as an origination fee. The transaction closed on July 29, 2020. The Investor shall not have the right to convert the Note into shares prior to 180 calendar days from the Issue Date. Provided that the Note remains unpaid, the Investor may elect to convert all or any part of the outstanding and unpaid principal, interest, fees, or any other obligation owed pursuant to the Note into fully paid and non-assessable shares of Common Stock at a conversion price equal to $2.05 per share after 180 calendar Days from the Issue Date. Upon an Event of Default, the Conversion Price shall equal the Alternate Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Alternate Conversion Price” shall equal the lesser of (i) 80% multiplied by the average of the three lowest daily volume weighted average prices (“VWAP”) during the previous twenty (20) Trading Days (as defined below) before the Issue Date of this Note (representing a discount rate of 20%) or (ii) 80% multiplied by the Market Price (as defined herein) (representing a discount rate of 20%). “Market Price” means the average of the three lowest daily VWAPs for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. 32E Financing On December 4, 2019, the Company agreed to issue and sell to 32 Entertainment LLC (“32E”) a 10% Senior Secured Note (the “32E Note”), in the principal amount of $250,000. The maturity date of the 32E Note is December 4, 2020. In addition, the Company issued to 32E 10,000 shares of common stock as an inducement to 32E to purchase the 32E Note. The $250,000 of proceeds from the 32E Note was used for general working capital needs of the Company and the repayment of debt related to Horberg Enterprises. Pursuant to the terms of the 32E Note, on December 4, 2019, the Company also issued 32E a Common Stock Purchase Warrant (the “32E Warrant”) to purchase 50,000 shares of common stock at an exercise price of $1.50 per share. The 32E Warrant expires on December 4, 2024. The 32E Warrant contains price protection provisions, as well as a provision allowing 32E to purchase the number of shares that 32E could have acquired if it held the number of shares of common stock acquirable upon complete exercise of the 32E Warrant, in the event that the Company grants, issues or sells common stock, common stock equivalents, rights to purchase common stock, warrants, securities or other property pro rate to holders of any class of the Company’s securities. If there is no effective registration statement registering the resale of the shares of common stock underlying the 32E Warrant, then the 32E Warrant may be exercised, based on a cashless exercise formula. The 32E Warrant also contains a conversion limitation provision, which prohibits 32E from exercising the 32E Warrant in an amount that would result in the beneficial ownership of greater than 4.9% of the total issued and outstanding shares of common stock, provided that (i) such exercise limitation may be waived by 32E with 61 days prior notice, and (ii) 32E cannot waive the exercise limitation if conversion of the 32E Warrant would result in 32E having beneficial ownership of greater than 9.9% of the total issued and outstanding shares of common stock. In connection with the sale of the 32E Note, also on December 4, 2019, the Company entered into a registration rights agreement whereby the Company agreed to register the 10,000 shares of common stock issued to 32E as an inducement on a registration statement on Form S-1 with the SEC. The Company was required to have such registration statement declared effective by the SEC within 90 calendar days (or 180 calendar days in the event of a “full review” by the SEC) following the earlier of 30 days from December 4, 2019 or the filing date of the registration statement on Form S-1, which such registration statement has not been filed or timely declared effective. If the registration statement is not filed or declared effective within the timeframe set forth in the registration rights agreement, the Company was supposed to be obligated to pay to 32E a monthly amount equal to 1% of the total subscription amount paid by 32E until such failure is cured. The Company has not made any such payment 32E. The registration rights agreement also contains mutual indemnifications by the Company and each investor, which the Company believes are customary for transactions of this type. On May 19, 2020, the Company entered into an Amendment (the “Amendment”) to the 32E Note. Under the terms of the Amendment, the Company issued to 32E an Amended Subordinate Secured Note (the “Replacement Note”) in the principal amount of $200,000 that accrues interest at 16% annually and matures on May 21, 2021. On May 28, 2020, the Company paid $50,000 toward the principal plus interest in the amount of $6,250 for a total of $56,250. 32E shall also receive 40,000 restricted stock units and surrender the warrant issued to it in the December 4, 2019 financing transaction. The Company accounted for the Amendment as a modification. Promissory Notes On January 2, 2020, the Company entered into that certain Loan Agreement with Tiburon Opportunity Fund (the “Lender”), dated January 2, 2020 (the “Loan Agreement”). Pursuant to the terms of the Loan Agreement, the Lender agreed to loan the Company $400,000. The Loan is interest bearing at the rate of 1.5% per month through the term of the Loan. Additionally, the Loan Agreement provides that the Company shall pay the Lender the entire unpaid principal and all accrued interest upon thirty days’ notice to the Company, but in any event, the notice shall not be sooner than June 1, 2020. On April 24, 2020, the Company and Lender entered into a Debt Conversion Agreement whereby the Lender was given the right and elected to exercise that right to convert principal and interest of $424,000 of funds loaned to the Company into shares of the Company’s common stock. The fair value of the Company’s common stock was $2.08 on the date of conversion and the conversion price was $2.00 per share for a total of 212,000 shares of restricted common stock issued by the Company. On January 2, 2020, Ed Roses, LLC (the “Partnership”) entered into a Loan Agreement (the “Agreement”) with Sook Hyun Lee (the “Lender”). Under the terms of the Agreement, the Lender agreed to lend $150,000 to the Partnership for general working capital. The Loan was due on April 15, 2020 (the “Maturity Date”) and accrues interest at 15% per annum. The Agreement shall automatically renew at the Maturity date for successive 90-day periods unless written notice is remitted by either party. On the Maturity date, the Partnership shall pay the Lender all unpaid principal and interest and a $30,000 commitment fee. The Lender shall have a collateral interest in the accounts receivable of the Partnership, including but not limited to 7 Eleven receivables. As collateral, the Company, Inc. placed 75,000 shares of common stock in reserve. On January 10, 2020, the Company entered into a 5% Promissory Note Agreement with Equity Trust Company on behalf of Rawleigh Ralls (“Ralls”) for an aggregate principal amount of $267,000 (the “Ralls Note”), pursuant to which Ralls purchased the Ralls Note from the Company for $250,000 and an original issue discount of $17,000, and the Company issued to Ralls a warrant (the “Ralls Warrant”) to purchase 125,000 shares of the Company’s common stock valued at $86,725 estimated using the Black-Scholes option-valuation model. The proceeds from the Ralls Note will be used for general working capital needs of the Company. The Company will also issue 33,000 incentive shares to Ralls valued at $79,860 based on the closing stock price on January 10, 2020. The fair value of the warrants and incentive shares have been recorded as debt discount. The original maturity date of the Ralls Note was July 10, 2020. On July 14, 2020, the Company entered into an Amendment to Note Agreement and Common Stock Purchase Warrant (the “Amendment”) with Equity Trust Company, a Custodian FBO: Rawleigh H. Ralls IRA. Under the terms of the Amendment, the parties amended the terms of the January 10, 2020 Note Agreement (the “Agreement”) and Common Stock Purchase Warrant (the “Warrant”) such that; (i) the maturity date of the Agreement was extended to January 10, 2021, (ii) the Original Issue Discount (“OID”) shall be increased to $34,000, (iii) the Lender shall be issued 33,000 Additional Incentive Shares and (iv) the Company shall prepare and file with the United States Securities and Exchange Commission a registration statement on Form S-1 within 30 days of the Effective Date of the Amendment, that registers a total of 191,000 shares of Common Stock, which such amount of shares is the sum of 125,000 Warrant Shares, the 33,000 Incentive Shares, and 33,000 Additional Incentive Shares. On July 14, 2020, the Company issued the 33,000 Additional Incentive Shares valued at $124,740. On January 15, 2020, the Company entered into a 5% Promissory Note Agreement with Paul J. Solit & Julie B. Solit (“Solits”) for an aggregate principal amount of $107,000 (the “Solit Note”), pursuant to which the Solits purchased the Solit Note from the Company for $100,000 and an original issue discount of $7,000, and the Company issued to the Solits a warrant (the “Solit Warrant”) to purchase 50,000 shares of the Company’s common stock valued at $31,755 estimated using the Black-Scholes option-valuation model. The proceeds from the Solit Note will be used for general working capital needs of the Company. The Company will also issue 13,000 incentive shares to the Solits valued at $30,420 based on the closing stock price on January 15, 2020. The fair value of the warrants and incentive shares have been recorded as debt discount. The original maturity date of the Solit Note was July 15, 2020. On July 14, 2020, the Company entered into an Amendment to Note Agreement and Common Stock Purchase Warrant (the “Amendment”) with Paul J. Solit and Julie B. Solit. Under the terms of the Amendment, the parties amended the terms of the January 15, 2020 Note Agreement (the “Agreement”) and Common Stock Purchase Warrant (the “Warrant”) such that; (i) the maturity date of the Agreement was extended to December 15, 2020, (ii) the Original Issue Discount (“OID”) shall be increased to $14,000 and (iii) the Lender shall be issued 13,000 Additional Incentive Shares. On July 14, 2020, the Company issued the 13,000 Additional Incentive Shares valued at $49,140. On January 17, 2020, the Company entered into a 5% Promissory Note Agreement with Richard O’Leary (“O’Leary”) (“Lender”) for an aggregate principal amount of $53,500 (the “O’Leary Note”), pursuant to which O’Leary purchased the O’Leary Note from the Company for $50,000 and an original issue discount of $3,500, and the Company issued to O’Leary a warrant (the “O’Leary Warrant”) to purchase 25,000 shares of the Company’s common stock valued at $16,797 estimated using the Black-Scholes option-valuation model. The proceeds from the O’Leary Note will be used for general working capital needs of the Company. The Company will also issue 6,500 incentive shares to O’Leary valued at $15,535 based on the closing stock price on January 17, 2020. The fair value of the warrants and incentive shares have been recorded as debt discount. The original maturity date of the O’Leary Note was July 17, 2020. On July 14, 2020, the Company entered into an Amendment to the O’Leary Note and O’Leary Warrant (the “Amendment”) with Richard O’Leary. Under the terms of the Amendment, the parties amended the terms such that; (i) the maturity date of the O’Leary Note was extended to January 17, 2021, (ii) the Original Issue Discount (“OID”) shall be increased to $7,000, (iii) the Lender shall be issued 6,500 Additional Incentive Shares and (iv) the expiration date of the Warrant shall be extended to June 30, 2021. On July 14, 2020, the Company issued the 6,500 Additional Incentive Shares valued at $24,570. On March 6, 2019, Vinco Ventures, Inc. (the “Company”) entered into a securities purchase agreement (the “SPA”) with an accredited investor (the “Investor”) pursuant to which the Investor purchased a 2% unsecured, senior convertible promissory note (the “Note”) from the Company. The Note was in the amount of $560,000 with an original issue discount of $60,000. The Company issued 15,000 shares of its common stock (“Common Stock”) valued at $74,100 based on the share price on the date of issuance to the Investor as additional consideration for the purchase of the Note. The Under the terms of the SPA, the Investor will have piggyback registration rights in the event the Company files a Form S-1 or Form S-3 within six months from March 6, 2019, as well as a pro rata right of first refusal in respect of participation in any debt or equity financings undertaken by the Company during the 18 months following March 6, 2019. The Company is also subject to certain customary negative covenants under the SPA, including but not limited to, the requirement to maintain its corporate existence and assets subject to certain exceptions, and to not to make any offers or sales of any security under circumstances that would have the effect of establishing rights or otherwise benefitting other investors in a manner more favorable in any material respect than those rights and benefits established in favor of the Investor under the terms of the SPA and the Note. The maturity date of the Note is six months from March 6, 2019. All principal amounts and the interest thereon are convertible into shares Common Stock only in the event that an Event of Default occurs. On January 24, 2020, the Company paid the Investor $588,366 to pay the Note in full. Paycheck Protection Program On April 15, 2020, Vinco Ventures, Inc. (the “Company”) entered into a loan agreement (“PPP Loan”) with First Choice Bank under the Paycheck Protection Program (the “PPP”), which is part of the recently enacted Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) administered by the United States Small Business Administration (“SBA”). The Company received proceeds of $789,852 from the PPP Loan. In accordance with the requirements of the PPP, the Company intends to use proceeds from the PPP Loan primarily for payroll costs, subject to thresholds, rent and utilities. The PPP Loan has a 1.00% interest rate per annum and matures on April 15, 2022 and is subject to the terms and conditions applicable to loans administered by the SBA under the PPP. Under the terms of the PPP, certain amounts of the PPP Loan may be forgiven if they are used for qualifying expenses as described in the CARES Act. The PPP Loan is included in notes payable on the consolidated balance sheet. Receivables Financing On August 12, 2020, the Company entered into an Amendment to a Purchase of Inventory and Repurchase Agreement (the “Amendment”) dated November 12, 2019. Under the terms of the Amendment, (i) the repurchase date is extended to December 10, 2020; and (ii) the Company agreed to pay the Purchaser-Assignee a commitment fee of $13,053, and (iii) the Company agreed to pay the Purchaser-Assignee 2% per month for extension periods commencing July 1, 2020 through December 10, 2020. The balance at September 30, 2020 is $128,077. On February 21, 2020, the Company entered into a receivables financing arrangement for certain receivables of the Company not to exceed $1,250,000 at any one time. The agreement allows for borrowings up to 85% of the outstanding receivable based on the credit quality of the customer. The fee is between 1% and 2% of the total invoices financed. The balance at September 30, 2020 is $463,843. In April 2019, we entered into a receivables financing arrangement for certain receivables of the Company. The agreement allows for borrowings up to 80% of the outstanding receivable based on the credit quality of the customer. The fee is between 1% and 2% of the total invoices financed. On November 12, 2019, the Company entered into a Receivables Purchase Agreement with a financial institution (the “Receivables Purchase Agreement”), whereby the Company agreed to the sale of $250,000 of receivables for $200,000. The proceeds were used for general working capital. On November 18, 2019, the Company entered into a Future Receivables Purchase Agreement with a financial institution (the “Future Receivables Purchase Agreement”), whereby the Company agreed to the sale of $337,500 of receivables for $250,000. The proceeds were used to fund our receivables for overseas distributors. Christopher B. Ferguson, our Chairman and Chief Executive Officer, personally guaranteed the prompt and complete performance of the Company’s obligations under the Future Receivables Purchase Agreement. Line of Credit On the Effective Date, the Company (as “Guarantor”) entered into a Secured Line of Credit Agreement (the “Credit Agreement”) with Global and PPE. Under the terms of the Credit Agreement, PPE is to make available to Global a revolving credit loan in a principal aggregate amount at any one time not to exceed $2,500,000. Upon each drawdown of funds against the credit line, Global shall issue a Promissory Note (the “Note”) to PPE. The Note shall accrue interest at 3% per annum and have a maturity date of six (6) months. In the event of a default, any and all amounts due to PPE by Global, including principal and accrued but unpaid interest, shall increase by forty (40%) percent and the interest shall increase to five (5%) percent (the “Default Interest”). The balance at September 30, 2020 is $1,153,800. The scheduled maturities of the debt for the next five years as of December 31 st For the Years Ended December 31, Amount 2020 (excluding the nine months ended September 30, 2020) 4,206,810 2021 206,760 2022 2,209,137 2023 1,440,275 Thereafter - 8,062,982 Less: debt discount (501,941 ) $ 7,561,041 For the three and nine months ended September 30, 2020, interest expense was $1,004,626 and $2,575,737, respectively of which $74,736 and $227,062 were related party interest expense. For the three and nine months ended September 30, 2019, interest expense was $349,172 and $875,036, respectively, of which $78,475 and $238,111 was related party interest expense, respectively. | Note 11 — Debt As of December 31, 2019 and December 31, 2018, debt consisted of the following: December 31, December 31, 2019 2018 Line of credit: Asset backed line of credit $ 472,567 $ 561,804 Debt issuance costs (15,573 ) (30,000 ) Total line of credit 456,995 531,804 Senior convertible notes payable: Senior convertible notes payable 1,428,161 1,428,161 Debt issuance costs (366,666 ) (466,667 ) Total long-term senior convertible notes payable 1,061,495 961,494 Less: current portion of long-term notes payable - - Noncurrent portion of long-term convertible notes payable 1,061,495 961,494 Notes payable: Notes payable 1,621,015 370,250 Debt issuance costs (212,848 ) - Total long-term debt 1,408,167 370,250 Less: current portion of long-term debt (1,365,675 ) (313,572 ) Noncurrent portion of long-term debt 42,492 56,678 Notes payable – related parties: Notes payable 3,282,021 3,464,191 Less: current portion of long-term debt – related parties (1,686,352 ) (932,701 ) Noncurrent portion of long-term debt – related parties $ 1,595,669 $ 2,531,490 Line of Credit On December 27, 2018, the Company entered into credit agreement providing for an asset backed line of credit of $1,000,000. The credit agreement contains a revolving maturity date which is subject to an annual review by the lender. The credit agreement is collateralized by substantially all of the assets of Ferguson Containers, Inc. The interest rate was 8.5% as of December 31, 2019. The agreement contains certain covenants and definition. As of December 31, 2019, the Company was not in compliance with certain covenants under the line of credit. Subsequently, the Company repaid the line of credit in full from the use of funds from the Bayview factoring agreement. Long-term Convertible Notes Payable – Related Parties On September 4, 2018, in connection with the acquisition of EN, the Company issued five senior convertible notes payable aggregating $1,428,161. The notes have an effective interest rate of four percent (4%) per annum. The Company is required to make semi-annual interest payments on June 30th and December 31st of each year. The notes have an option to convert at a conversion price of $5.00. Prepayments are not allowed under the notes without the prior written consent of applicable holders of a note until the second anniversary of the effective date of the note, after which time the notes may be prepaid without penalty at any time upon sixty (60) days’ written notice to the holders. The holders have piggyback registration rights. If the conversion option is not elected by the holder, all outstanding principal and interest is due on September 4, 2023. The Company recorded a debt discount of $500,000 related to the beneficial conversion feature that will be amortized over five (5) years to interest expense. Notes Payable The Company borrowed funds under two separate notes, aggregating $645,000, in February 2018 and March 2018. In addition, the Company issued the 20,000 and 13,500 shares to the holders of the notes payable, respectively. The fair value of the shares issued was $167,500 which was recorded as a debt discount and fully amortized through interest expense. As of December 31, 2019, both holders of the notes were paid in full. On September 7, 2018, the Company borrowed $73,559 related to the purchase of a commercial delivery vehicle. The note bears interest at a rate of 4.5% per annum. The monthly payments under the note are $1,371 commencing on October 6, 2018 and maturing on September 6, 2023. The loan is collaterized by the commercial delivery vehicle having the approximate value of $75,000. On December 1, 2016, Cloud B, Inc. entered into a Loan Agreement with an outside associate of CEO Linda Suh. The loan was in the amount of $300,000. This loan was for a period of six (6) months and bears no interest and therefore no monthly interest payments. A Loan Amendment and Extension Agreement was entered into on June 1, 2017, extending the maturity of the loan until December 31, 2017. This loan remains outstanding. No collateral was provided by the Company for any of the above-referenced loans. On May 16, 2019, the Company entered into a non-interest bearing promissory note of $300,000, with an original issue discount of $50,000. The Company issued 20,000 shares of its common stock to the note holder as additional consideration for the purchase of the note. The Company recorded $62,000 as a debt discount as of December 31, 2019 related to the value of the shares issued. The note matured on November 16, 2019 and was paid in full. On June 14, 2019, the Company entered into that certain Loan Agreement with Tiburon Opportunity Fund (the “Lender”), dated June 14, 2019 (the “Loan Agreement”). Pursuant to the terms of the Loan Agreement, the Lender agreed to loan the Company $250,000. The Loan is interest bearing at the rate of 1.5% per month through the term of the Loan. Additionally, the Loan Agreement provides that the Company shall pay the Lender the entire unpaid principal and all accrued interest upon thirty days’ notice to the Company, but in any event, the notice shall not be sooner than August 11, 2019. The Loan proceeds are being used to fund general working capital needs of the Company. If the Company defaults on the performance of any obligation under the Loan Agreement, the Lender may declare the principal amount of the Loan owing under the Loan Agreement at the time of default to be immediately due and payable. Furthermore, the Loan Agreement grants the Lender a collateral interest in certain accounts receivable of SRM Entertainment Ltd., a subsidiary of the Company. The outstanding principal and interest on the note was repaid on December 27, 2019. On August 26, 2019, the Company entered into a securities purchase agreement with Labrys Fund, LP (the “Investor”) pursuant to which the Investor purchased a 12% Convertible Promissory Note (the “Note”) from the Company. Unless there is a specific Event of Default (as such term is defined in the Note) or the Note remains unpaid by the Maturity Date, then the Investor shall not have the ability to convert the principal and interest under the Notes into shares of the Company’s common stock. The Company agreed to issue and sell to the Investor the Note, in the principal amount of $560,000, with an original issue discount in the amount of $60,000. The Note is due and payable February 26, 2020 (the “Maturity Date”). Additionally, the Company issued 181,005 shares of Common Stock to the Investor as a commitment fee, of which 153,005 shares of Common Stock must be returned to the Company in the event the Note is fully paid and satisfied prior to the Maturity Date. On January 24, 2020, the Company repaid the Labrys Note in full. Upon repayment of the Labrys Note, Labrys returned to the Company for cancellation the 153,005 shares of Common Stock that had been originally issued to as a portion of the commitment fee paid in connection with the Labrys Note, and allowed the Company to cancel the reservation of the 875,000 shares of Common Stock that had been reserved pursuant to the Labrys SPA and Labrys Note. On December 4, 2019, the Company entered into a Senior Secured Note Agreement (the “32E Loan Agreement”) with 32 Entertainment LLC (“32E”), pursuant to which 32E agreed to loan the Company $250,000 (the “Loan”). The Loan is interest bearing at the rate of 10.0% per annum through the term of the Loan. The Company issued 10,000 shares of common stock to 32E in connection with the 32E Loan Agreement. In addition, the Company issued a warrant (the “32E Warrant”) to purchase 50,000 shares of the Company’s common stock. Under the terms of the 32E Loan Agreement, the Company entered into a registration rights agreement whereby the Company agreed to register the shares and file this registration statement on a Form S-1 with the SEC. The Company was required to have such registrations statement declared effective by the SEC within 90 calendar days. The Loan proceeds are being used to fund general working capital needs of the Company. If the Company defaults on the performance of any obligation under the Loan Agreement, 32E may declare the principal amount of the Loan owing under the 32E Loan Agreement at the time of default to be immediately due and payable. Interest is due in March, June and September. The outstanding principal and interest on the note are due on December 4, 2020. On May 19, 2020, the 32E Loan Agreement was amended to change the due date on the outstanding principal and interest to May 31, 2020. Notes Payable – Related Parties On September 30, 2018, in connection with the acquisition of SRM and Fergco, the Company issued two notes payable aggregating $2,996,500. One note was issued to NL Penn Capital, L.P, in relation to the acquisition of SRM in the amount of $2,120,000 and the other note was issued to the stockholders of Fergco in the amount of $876,500. The notes bear interest at a rate of six percent (6%) per annum and have an effective interest rate of six percent (6%) per annum. The Company is required to make monthly payments comprised of principal and interest beginning in January 2018 that are amortized over ten (10) years, with a balloon payment of all outstanding principal and interest due at the respective maturity dates of $677,698, due on December 1, 2020, and $1,249,043, due on December 1, 2022. NL Penn Capital, L.P. has from time to time agreed to defer payments due under the note. The former stockholders of Fergco have agreed to defer all payments due under the note and the deferred amount is due on demand. On April 24, 2014, Cloud B, Inc. entered into two Shareholder Loan Agreements. One shareholder loan was from former shareholder, Board Member, and CEO of Cloud B, Inc. prior to the acquisition on October 29, 2018, Linda Suh in the amount of $100,000. This loan bears interest at a rate of 7.0% per annum for the first twelve (12) months and 8.0% per annum thereafter. The Company is required to make monthly interest only payments. Interest payments on this loan have been paid through November 2018. The other shareholder loan was from former shareholder and Board Member of Cloud B, Inc. prior to the acquisition on October 29, 2018, John Royan in the amount of $500,000. This loan bears interest at a rate of 7.0% per annum for the first six (6) months and 8.0% per annum for the next six (6) months. The Company was required to make monthly interest only payments through May 2015, with the loan becoming due and payable on May 28, 2015. This loan remains outstanding with the last interest payment made in July 2015. Convertible Notes On March 6, 2019, Edison Nation entered into a securities purchase agreement (the “FirstFire SPA”) with an accredited investor (the “Investor”) pursuant to which the Investor purchased a 2% unsecured, senior convertible promissory note (the “FirstFire Note”) from the Company. The FirstFire Note was in the amount of $560,000 with an original issue discount of $60,000. The Company issued 15,000 shares of its common stock valued at $74,100 based on the share price on the date of issuance to the Investor as additional consideration for the purchase of the FirstFire Note. The Under the terms of the FirstFire SPA, the Investor will have “piggyback” registration rights in the event the Company files a Form S-1 or Form S-3 within six months from March 6, 2019, as well as a pro rata right of first refusal in respect of participation in any debt or equity financings undertaken by the Company during the 18 months following March 6, 2019. The Company is also subject to certain customary negative covenants under the FirstFire SPA, including but not limited to, the requirement to maintain its corporate existence and assets subject to certain exceptions, and to not to make any offers or sales of any security under circumstances that would have the effect of establishing rights or otherwise benefitting other investors in a manner more favorable in any material respect than those rights and benefits established in favor of the Investor under the terms of the FirstFire SPA and the FirstFire Note. The maturity date of the FirstFire Note is six months from March 6, 2019. All principal amounts and the interest thereon are convertible into shares of the Company’s common stock only in the event that an event of default occurs. On June 17, 2019, the Company entered into that certain Settlement and Release Agreement with the Investor (the “Settlement Agreement”) whereby the Company and the Investor agreed to terminate the FirstFire SPA, FirstFire Note, and all other documents entered into in connection therewith. Pursuant to the terms of the Settlement Agreement, the Company paid $566,000 and issued 15,000 shares of restricted common stock to the Investor (the “Settlement Amount”). Upon receipt of the Settlement Amount, the Investor and the Company have agreed to terminate the FirstFire SPA, FirstFire Note, and all other documents entered into in connection therewith, and to release, waive, and forever discharge the other party from, including, but not limited to, any claim, right, or legal action, whether past, current, or future, which may arise directly or indirectly out of such documents. On May 13, 2019, the Company entered into a securities purchase agreement (the “May 2019 SPA”) with certain accredited investors (the “Investors”) pursuant to which the Investors purchased Senior Convertible Promissory Notes (the “May 2019 Notes”) from the Company. The use of proceeds from the May 2019 Notes was used for general working capital and to fund new product launches. Unless there is a specific Event of Default (as such term is defined in the May 2019 Notes), the Investors shall not have the ability to convert the principal and interest under the May 2019 Notes into shares of common stock. Pursuant to the May 2019 SPA, the Company agreed to sell to the Investors the May 2019 Notes, in the aggregate principal amount of $1,111,111, which are convertible into shares of common stock. Additionally, the Company will issue an additional 20,000 shares of common stock to the Investors as additional consideration for the purchase of the May 2019 Notes. Under the terms of the May 2019 SPA, the Investors have piggyback registration rights in the event the Company files a Form S-1 or Form S-3 within six months of May 13, 2019. The Company is also subject to certain customary negative covenants under the May 2019 SPA, including but not limited to, the requirement to maintain its corporate existence and assets subject to certain exceptions, and to not to make any offers or sales of any security under circumstances that would have the effect of establishing rights or otherwise benefitting other investors in a manner more favorable in any material respect than those rights and benefits established in favor of the Investors under the terms of the May 2019 SPA and the May 2019 Notes. As issued on May 13, 2019, the principal amount of the May 2019 Notes is $1,111,111, with an original issue discount in the amount of $111,111. The maturity date of the May 2019 Notes is November 13, 2019. The per share conversion price into which the principal amount and interest under the May 2019 Notes may be converted is equal to 80% multiplied by the lowest traded price of our common stock during the 20 consecutive trading days preceding the date of conversion. The conversion price may be adjusted in connection with certain material corporate events, and the Company is subject to cash penalties in the event that the Company fails to timely deliver certificates for shares of common stock issuable upon conversion of May 2019 Notes. The May 2019 Notes contain a cap, such that the total number of shares of Common Stock issuable under the May 2019 Notes are limited to 19.99% of the Company’s outstanding shares of common stock as of May 13, 2019. The Company issued 20,000 shares of its common stock to the note holders as additional consideration for the purchase of the notes in July 2019. So long as an Event of Default has not occurred under the terms of the May 2019 Notes, the Company may prepay the May 2019 Notes at any time, given not less than three trading days’ notice. If the Company exercises its right to prepay the May 2019 Notes at any time within the initial 180 days following May 13, 2019, the prepayment amount to be paid by the Company shall be an amount in cash equal to the sum of 115% multiplied by the principal on the May 2019 Notes then outstanding, plus all accrued and unpaid interest, including unpaid default interest, if any. Alexander Capital placed the notes and received warrants to purchase 24,366 shares of the Company’s common stock, at an exercise price of $2.85 per share. The notes were converted into 560,185 shares of common stock in November 2019 at $2.00 per share. Receivables Financing and Inventory In April 2019, we entered into a receivables financing arrangement for certain receivables of the Company. The agreement allows for borrowings up to 80% of the outstanding receivable based on the credit quality of the customer. The fee is between 1% and 2% of the total invoices financed. On November 12, 2019, the Company entered into a Receivables Purchase Agreement with a financial institution (the “Receivables Purchase Agreement”), whereby the Company agreed to the sell of $225,000 of receivables for $200,000. The proceeds were used for general working capital. On November 18, 2019, the Company entered into a Future Receivables Purchase Agreement with a financial institution (the “Future Receivables Purchase Agreement”), whereby the Company agreed to the sell of $337,500 of receivables for $250,000. The proceeds were used to fund our receivables for overseas distributors. Christopher B. Ferguson, our Chairman and Chief Executive Officer, personally guaranteed the prompt and complete performance of the Company’s obligations under the Future Receivables Purchase Agreement. The scheduled maturities of the debt for the next five years as of December 31, 2019, are as follows: For the Years Ended December 31, Amount 2020 $ 3,737,443 2021 206,760 2022 1,419,285 2023 1,440,278 2024 - Thereafter - $ 6,803,766 Less: debt discount (595,088 ) $ 6,208,678 For the year ended December 31, 2019, interest expense was $1,298,168 of which $320,781 was related party interest expense. For the year ended December 31, 2018 interest expense was $501,221. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 12 — Income Taxes Edison Nation, Inc. is taxed as a corporation and pays corporate federal, state and local taxes on income allocated to it from Fergco, Edison Nation Holdings, LLC, Edison Nation, LLC, Safe TV Shop, LLC, Everyday Edisons, LLC and Pirasta, LLC based upon Edison Nation, Inc.’s economic interest in those entities. Cloud B, Inc. is taxed as a corporation and pays corporate federal, state and local taxes on its income. The Company has three foreign entities of which only SRM has operations, SRM is an entity subject to the Hong Kong, China tax regime. The Hong Kong tax returns remain subject to examination by local taxing authorities beginning with the tax year ended December 31, 2011. Cloud B, Inc. was a Subchapter S pass-through entity for income tax purposes prior to its acquisition by the Company on October 29, 2018. Accordingly, Cloud B, Inc. was not subject to income taxes prior to the acquisition and therefore the tax provision related to the United States income is only for the post-acquisition period. Edison Nation Holdings, LLC and its subsidiaries are disregarded limited liability corporation entities for income tax purposes. Accordingly, EN was not subject to income taxes prior to the acquisition on September 4, 2018 and the results of operations were not material therefore the tax provision related to the United States income is only for the post-acquisition period. United States and foreign components of income before income taxes were as follows: For the Years Ended December 31, 2019 2018 United States $ (14,210,716 ) $ (5,828,261 ) Foreign (7,811 ) 788,159 Income before income taxes $ (14,218,527 ) $ (5,040,102 ) The tax effects of temporary differences that give rise to deferred tax assets or liabilities are presented below: For the Years Ended December 31, 2019 2018 Deferred tax assets: Stock-based compensation $ 987,747 $ 682,115 Goodwill and intangible assets - 19,410 Operating lease liabilities 158,430 - Net operating loss carryforwards 2,324,863 493,063 Less: valuation allowance (2,424,196 ) (1,194,587 ) Net deferred tax assets $ 1,046,844 $ - Deferred tax liabilities: Right of use assets (153,741 ) - Goodwill and intangible assets (811,000 ) - Property and equipment $ (82,103 ) $ 341 Net deferred tax liabilities $ (1,046,844 ) $ 341 Net deferred tax liabilities $ - $ 341 As of December 31, 2019 and 2018, the Company had $9,675,770 and $2,223,498 of federal net operating loss carryforwards and $7,532,274 and $0 of state net operating loss carryforwards for income tax purposes, respectively. In connection with the IPO the Company does not believe the ownership change resulted in the loss of past net operating loss carryforwards. The above net operating loss carryforwards may be subject to an annual limitation under Section 382 and 383 of the Internal Revenue Code of 1986, and similar state provisions if the Company experiences one or more ownership changes. The Company believes the goodwill acquired in the Edison Nation Holdings acquisition is deductible for tax purposes. The Company evaluates its ability to realize deferred tax assets on a quarterly basis and establishes a valuation allowance when it is more likely than not that all or a portion of a deferred tax asset may not be realized. As of December 31, 2019 and 2018, the Company has recorded a net deferred tax asset of $3,471,040 and $1,194,587, respectively. However, these net deferred tax assets will only be utilized to the extent the Company generates sufficient taxable income. As of December 31, 2019, and 2018, the Company established a valuation allowance in the amount of $2,424,196 and $1,194,587, respectively, against the net deferred tax asset as it is not more likely than not that it is realizable based on current available evidence. The income tax provision (benefit) consists of the following: For the Years Ended December 31, 2019 2018 Current: Federal $ - $ 10,185 Foreign 3,166 292,491 State and local (22,372 ) 35,107 Total current $ (19,206 ) $ 337,783 Deferred: Federal $ (896,468 ) $ (722,975 ) Foreign (341 ) (2,316 ) State and local (333,141 ) (10,102 ) Less: valuation allowance 1,229,609 701,525 Total deferred $ (341 ) $ (33,868 ) Income tax provision (benefit) $ 19,547 $ 303,915 A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: For the Years Ended December 31, 2019 2018 Tax at federal statutory rate 21.0 % 21.0 % Effect of U.S. tax law change 0.0 % 0.0 % U.S. income attributable to pass-through entity 0.0 % 0.0 % U.S. income subject to valuation allowance -14.6 % -20.5 % State and local income taxes 0.2 % 0.0 % Foreign income not subject to U.S. federal tax 0.0 % 0.0 % Foreign tax 0.0 % -6.3 % Nondeductible expenses -6.5 % 0.0 % Other 0.0 % -0.2 % Effective income tax rate 0.1 % -6.0 % The statutory federal income tax rate differs from the Company’s effective tax rate due to the valuation allowance related to deferred tax assets and net operating losses and foreign income taxes in Hong Kong. |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 8 — Related Party Transactions NL Penn Capital, LP and SRM Entertainment Group LLC As of September 30, 2020 and December 31, 2019, due to related party consists of net amounts due to SRM Entertainment Group LLC (“SRM LLC”) and NL Penn Capital, LP (“NL Penn”), the majority owner of both, which are owned by Chris Ferguson, our Chairman and Chief Executive Officer. The amount due to related parties is related to the acquisitions of Pirasta, LLC and Best Party Concepts, LLC offset by operating expenses that were paid by SRM and Edison Nation on behalf of SRM LLC and NL Penn. As of September 30, 2020 and December 31, 2019, the net amount due to related parties was $22,005 and $17,253, respectively. Such amounts are due currently. NL Penn and affiliated entities may lend additional capital to Edison Nation pursuant to terms and conditions similar to the current working capital lenders to Edison Nation such as Franklin Capital. In addition, Edison Nation borrows working capital from Franklin Capital, and Mr. Ferguson is a personal guarantor on the working capital facility provided to Edison Nation by Franklin Capital. In addition, there was accounts receivable of approximately $104,000 due from SRM LLC which was included as part of accounts receivable in the condensed consolidated balance sheet. | Note 13 — Related Party Transactions NL Penn Capital, LP and SRM Entertainment Group LLC On December 31, 2018, the Company completed the acquisition of all of the voting membership interest of Pirasta, LLC from NL Penn Capital, LP in exchange for the satisfaction of $470,000 due from related party. Accordingly, the consolidated financial statements of the Company reflect the accounting of the combined acquired subsidiary at historical carrying values, except that equity reflects a distribution for the excess of consideration paid over the net carrying amount of assets. On December 31, 2018, the Company completed the acquisition of 50% of the voting membership interest of Best Party Concepts, LLC from NL Penn Capital, LP in exchange for the satisfaction of $500,000 due from related party. Accordingly, the consolidated financial statements of the Company reflect the accounting of the combined acquired subsidiary at historical carrying values, except that equity reflects a distribution for the excess of consideration paid over the net carrying amount of assets. As of December 31, 2019 and December 31, 2018, the net amounts due to related parties consists of net amounts due to SRM Entertainment Group LLC (“SRM LLC”) and NL Penn Capital, LP, which are both majority owned by Chris Ferguson, our Chairman and Chief Executive Officer. The amount due to related parties is related to the acquisitions of Pirasta, LLC and Best Party Concepts, LLC offset by operating expenses that were paid by SRM and Edison Nation on behalf of SRM LLC and NL Penn Capital, LP. As of December 31, 2019 and December 31, 2018, the net amount due to related parties was $17,253 and $140,682, respectively. Such amounts are due currently. Enventys Partners, LLC On August 1, 2018, the Company entered into a one-year letter agreement with Enventys Partners, LLC, a North Carolina limited liability company (“Enventys”), whereby Enventys agreed to provide services to the Company as an independent contractor in the areas of product development and crowdfunding campaign marketing. During the term of the Enventys Agreement, the Company shall pay Enventys a fixed fee of $15,000 per month for product development assistance, including design research, mechanical engineering and quality control planning. Depending on the success of each campaign, the Company may also pay Enventys a commission of up to ten percent of the total funds raised in the applicable campaign. Louis Foreman, who is a member of the Company’s board of director, is also the Chief Executive Officer and the largest equity holder of Enventys. We incurred fees of approximately $97,500 related to the services performed by Enventys for the year ended December 31, 2019. During 2019, the Company and Enventys agreed to the cancellation of the agreement. In addition, during 2019 we engaged Enventys to design our website and incurred fees of $10,000 related to website development for the Ferguson Containers website. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 9 — Commitments and Contingencies Operating Leases The Company has entered into non-cancellable operating leases for office, warehouse, and distribution facilities, with original lease periods expiring through 2021. In addition to minimum rent, certain of the leases require payment of real estate taxes, insurance, common area maintenance charges, and other executory costs. Differences between rent expense and rent paid are recognized as adjustments to operating lease right-of-use assets on the consolidated balance sheets. As of September 30, 2020, the Company recorded operating lease liabilities of $534,819 and right of use assets for operating leases of $505,933. During the three and nine months ended September 30, 2020, operating cash outflows relating to operating lease liabilities was $71,090 and $219,608, respectively, and the expense for right of use assets for operating leases was $72,349 and $226,167, respectively. As of September 30, 2020, the Company’s operating leases had a weighted-average remaining term of 3.7 years and weighted-average discount rate of 4.5%. Excluded from the measurement of operating lease liabilities and operating lease right-of-use assets were certain office, warehouse and distribution contracts that qualify for the short-term lease recognition exception. On June 6, 2018, the Company’s wholly owned subsidiary, Best Party Concepts, LLC, entered into a lease for office space in Newtown, PA, which expired on May 30, 2020 and was not renewed. Total rent expense for the three and nine months ended September 30, 2020 was $116,183 and $332,492, respectively. Total rent expense for the three and nine months ended September 30, 2019 was $128,256 and $410,759, respectively. Rent expense is included in general and administrative expense on the consolidated statements of operations. Rental Income Fergco leases a portion of the building located in Washington, New Jersey that it owns under a month to month lease. Total rental income related to the leased space for both the three and nine months ended September 30, 2020 and 2019 was both $25,704 and $77,111, respectively, and is included in other income on the consolidated statements of operations. Legal Contingencies The Company is involved in claims and litigation in the ordinary course of business, some of which seek monetary damages, including claims for punitive damages, which are not covered by insurance. For certain pending matters, accruals have not been established because such matters have not progressed sufficiently through discovery, and/or development of important factual information and legal information is insufficient to enable the Company to estimate a range of possible loss, if any. An adverse determination in one or more of these pending matters could have an adverse effect on the Company’s consolidated financial position, results of operations or cash flows. We are, and may in the future become, subject to various legal proceedings and claims that arise in or outside the ordinary course of business. On April 14, 2020, Oceanside Traders, LLC (“Plaintiff”) filed a complaint against Cloud B, Inc. and Vinco Ventures, Inc. (together the “Defendants”) with the Superior Court of Ocean County, New Jersey alleging a breach of contract in that the Defendants failed to pay Plaintiff for goods sold in the amount of $141,007 plus $138,180 for overpayments and $279,187 for lost profits for a total of $443,383. A default judgment was entered against Edison Nation in the case in the amount of $284,249. The same day the default judgment was entered, the Company filed a motion to vacate on the grounds that Edison Nation was not properly served with the complaint. The court granted Vinco Ventures, Inc.’s motion to vacate the judgment. On November 9, 2020, Plaintiff filed an amended complaint against Vinco Ventures, Inc., et al. On March 13, 2019, Rosenberg Fortuna & Laitman LLP and Mark Principe (together the “Plaintiffs”) filed a complaint against Safe TV Shop, LLC (the “Defendant”) with the Supreme Court of the State of New York, County of Nassau alleging a breach of indemnification arising out of the use of a certain packaging material. On February 12, 2020, the parties entered a Stipulation and Settlement and Consent Agreement, whereby the Plaintiff entered into a Consent Judgment in the amount of $50,000. The Company has accrued $50,000 for the amount of the judgment, but there have been no operations by the Plaintiff since the date of acquisition by the Company. On October 27, 2020, Gerald Whitt, Alexander Whitt, Matthew Whitt, Christopher Whitt, Deborah Milam and David Knecht, individually and in their personal capacities, and derivatively on behalf of Cloud B, Inc. (together the “Plaintiffs”) filed a claim against the Company, CBAV1, LLC, SRM Idea Lab, Inc., Christopher B. Ferguson, Linda Suh, Jeff Johnson, Richard Brenner, Phillip McFillin, Kevin Ferguson, Brett Vroman and Does 1-100 (together the “Defendants”) and Cloud B, Inc., as a nominal defendant, alleging fraudulent concealment, breach of fiduciary duty, breach of contract, breach of confidence, intentional misrepresentation, negligent misrepresentation, unfair business practices and civil conspiracy requesting judgment in excess of $8,000,000 for compensatory damages, punitive damages and attorneys’ fees. | Note 14 — Commitments and Contingencies Operating Lease The Company has entered into non-cancellable operating leases for office, warehouse, and distribution facilities, with original lease periods expiring through 2021. In addition to minimum rent, certain of the leases require payment of real estate taxes, insurance, common area maintenance charges, and other executory costs. Differences between rent expense and rent paid are recognized as adjustments to operating lease right-of-use assets on the consolidated balance sheets. On June 6, 2018, the Company’s wholly owned subsidiary, Best Party Concepts, LLC, entered into a lease for office space in Newtown, PA, which shall expire on May 30, 2020. Monthly lease payments are approximately $1,880 for a total of approximately $22,560 for the total term of the lease. On August 8, 2016, SRM entered into a lease for office space in Kowloon, Hong Kong. On August 8, 2018, SRM extended its lease for office space in Kowloon, Hong Kong so that the lease will now expire on August 7, 2020. Monthly lease payments are approximately $6,400 for a total of approximately $154,000 for the total term of the lease. On November 1, 2018, the Company’s wholly owned subsidiary, Cloud B, Inc., entered into a lease for office and warehouse space in Gardena, CA, which shall expire on October 31, 2021. Monthly lease payments are approximately $16,175 for a total of approximately $582,300 for the total term of the lease. On October 1, 2018, the Company entered into a lease for office space in Winter Park, Florida, which expires on September 30, 2020. Monthly lease payments are approximately $1,887 for a total of approximately $45,288 for the total term of the lease. On July 1, 2019, the Company entered into a lease for office space in Bethlehem, Pennsylvania, which expires on July 31, 2020. Monthly lease payments are $2,415 for a total of approximately $89,000 for the total term of the lease. Total rent expense for the years ended December 31, 2019 and 2018 was $451,711 and $343,253, respectively. Rent expense is included in general and administrative expense on the consolidated statements of operations. The following is a reconciliation of future undiscounted cash flows to the operating liabilities, and the related right of use assets, included in our Condensed Consolidated Balance Sheets as of December 31, 2019: December 31, 2019 2020 315,660 2021 267,249 2022 96,288 2023 78,648 2024 52,432 2025 and thereafter - Total future lease payments 810,277 Less: imputed interest (55,850 ) Present value of future operating lease payments 754,427 Less: current portion of operating lease liabilities (272,215 ) Operating lease liabilities, net of current portion 482,212 Right of use assets – operating leases, net 732,100 Rental Income Fergco leases a portion of the building located in Washington, New Jersey that it owns under a month to month lease. Total rental income related to the leased space for both the years ended December 31, 2019 and 2018 was $102,815 and $102,815, respectively, and is included in other income on the consolidated statements of operations. Consulting Agreements On September 12, 2019, the Company entered into a Consulting Agreement (the “Agreement”) with a Consultant for general corporate governance. Under the terms of the Agreement, the Consultant is to be compensated 50,000 shares of common stock upon execution of the Agreement and 50,000 shares at the six-month anniversary of the Agreement. The Agreement has a term of one year. On September 12, 2019, the Company entered into a Consulting Agreement (the “Agreement”) with a Consultant for sales fulfillment, procurement and quality control. Under the terms of the Agreement, the Consultant is to be compensated $33,333 per month, a minimum bonus of $100,000 at the 90 day anniversary of the Agreement, 300,000 shares of common stock upon the execution of the Agreement and additional shares of common stock based up certain revenue and operational targets. The Agreement has a term of 5 years and can be terminated by either party after the 3-year anniversary of the Agreement. Legal Contingencies The Company is involved in claims and litigation in the ordinary course of business, some of which seek monetary damages, including claims for punitive damages, which are not covered by insurance. For certain pending matters, accruals have not been established because such matters have not progressed sufficiently through discovery, and/or development of important factual information and legal information is insufficient to enable the Company to estimate a range of possible loss, if any. An adverse determination in one or more of these pending matters could have an adverse effect on the Company’s consolidated financial position, results of operations or cash flows. We are, and may in the future become, subject to various legal proceedings and claims that arise in or outside the ordinary course of business. On April 14, 2020, Oceanside Traders, LLC (“Plaintiff”) filed a complaint against Cloud B, Inc. and Edison Nation, Inc. (together the “Defendants”) with the Superior Court of Ocean County, New Jersey alleging a breach of contract in that the Defendants failed to pay Plaintiff for goods sold in the amount of $141,007 plus $138,180 for overpayments and $279,187 for lost profits for a total of $443,383. The parties are currently in settlement discussions, and the Company has accrued $190,105 for anticipated settlement costs. On July 15, 2019, the Company received correspondence from the staff of the Arkansas Securities Commissioner in connection with the state’s notice filing requirements for offerings exempt under Tier 2 of Regulation A, Section 18(b)(3) of the Security Act, such as the Company’s Form 1-A. The Company has resolved the matter with the Arkansas Securities Department for $1,100. On March 13, 2019, Rosenberg Fortuna & Laitman LLP and Mark Principe (together the “Plaintiffs”) filed a complaint against Safe TV Shop, LLC (the “Defendant”) with the Supreme Court of the State of New York, County of Nassau alleging a breach of indemnification arising out of the use of a certain packaging material. On February 12, 2020, the parties entered a Stipulation and Settlement and Consent Agreement, whereby the Plaintiff entered into a Consent Judgment in the amount of $50,000. The Company has accrued $50,000 for the amount of the judgment, but there have been no operations by the Plaintiff since the date of acquisition by the Company. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
Stockholders' Equity | Note 10 — Stockholders’ Equity Preferred Stock On March 25, 2020, the Company filed a certificate of amendment to the Company’s articles of incorporation with the Secretary of State of the State of Nevada in order to: (i) increase the number of shares of the Company’s authorized preferred stock, par value $0.001 per share, from 0 shares to 30,000,000 shares of preferred stock; (ii) clarify the application of the forum selection clause in the Company’s amended and restated articles of incorporation, specifically that such clause does not apply to federal causes of actions arising under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (iii) include affirmative changes to correspond to the Company’s First Amended and Restated Bylaws, confirming that the Company’s shareholders may vote by written consent. As of September 30, 2020 and December 31, 2019, there were 0 shares of preferred stock issued and outstanding, respectively. Please see Note 11 — Subsequent Events Stock-Based Compensation On September 6, 2018, the Company’s board of directors approved an amendment and restatement of the Company’s omnibus incentive plan solely to reflect the Company’s name change to Edison Nation, Inc. Thus, the Vinco Ventures, Inc. Omnibus Incentive Plan (the “Plan”) which remains effective as of February 9, 2018, provides for the issuance of up to 1,764,705 shares of common stock to help align the interests of management and our stockholders and reward our executive officers for improved Company performance. Stock incentive awards under the Plan can be in the form of stock options, restricted stock units, performance awards and restricted stock that are made to employees, directors and service providers. Awards are subject to forfeiture until vesting conditions have been satisfied under the terms of the award. The exercise price of stock options is equal to the fair market value of the underlying Company common stock on the date of grant. On July 15, 2020, the Company filed a Registration Statement on Form S-8 registering 1,764,705 shares of common stock to be issued as stock-based incentives under the Company’s Amended and Restated Edison Nation, Inc. Omnibus Incentive Plan. The following table summarizes stock option award activity for the nine months ended September 30, 2020: Shares Weighted Average Exercise Price Remaining Contractual Life in Years Aggregate Intrinsic Value Balance, January 1, 2020 80,000 $ 7.01 3.7 - Granted - - - - Balance, September 30, 2020 80,000 $ 7.01 3.2 - Exercisable, September 30, 2020 80,000 $ 7.01 3.2 - As of September 30, 2020, there were no unvested options to purchase shares of the Company’s common stock and there was no unrecognized equity-based compensation expense that the Company expected to recognize over a remaining weighted-average period. From time to time, the Company grants shares of common stock to consultants and non-employee vendors for services performed. The awards are valued at the market value of the underlying common stock at the date of grant and vest based on the terms of the contract which is usually upon grant. | Note 15 — Stockholders’ Equity Common Stock The Company issued 1,312,520 shares of common stock related to the IPO, at a public offering price of $5.00 per share in August 2018. The Company received gross proceeds of $6,562,600 and net proceeds of $5,315,176 after deducting underwriter commissions and expenses of $714,802, legal fees of $157,358, escrow closing fees of $4,000 and other direct offering expenses which together aggregate $1,204,030. As of December 31, 2019 and 2018, there were 8,015,756 and 5,654,930 shares of common stock issued and outstanding, respectively. On October 2, 2019, Edison Nation, Inc. (the “Company”) entered into a Share Purchase Agreement (the “PIPE Purchase Agreement”) with certain accredited investors (collectively, the “Investors”) for the private placement of 1,175,000 shares of the Company’s common stock, $0.001 par value per share, at a purchase price of $2.00 per share (the “PIPE Transaction”). The PIPE Purchase Agreement contained certain closing conditions relating to the sale of securities, representations and warranties by the Company and the Investors, as well as covenants of the Company and the Investors (including indemnification from the Company in the event of breaches of its representations and warranties), all of which the Company believes are customary for transactions of this type. Stock-Based Compensation On September 6, 2018, the Company’s board of directors approved an amendment and restatement of the Company’s omnibus incentive plan solely to reflect the Company’s name change to Edison Nation, Inc. Thus, the Edison Nation, Inc. Omnibus Incentive Plan (the “Plan”) which remains effective as of February 9, 2018, provides for the issuance of up to 1,764,705 shares of common stock to help align the interests of management and our stockholders and reward our executive officers for improved Company performance. Stock incentive awards under the Plan can be in the form of stock options, restricted stock units, performance awards and restricted stock that are made to employees, directors and service providers. Awards are subject to forfeiture until vesting conditions have been satisfied under the terms of the award. The exercise price of stock options are equal to the fair market value of the underlying Company common stock on the date of grant. For the Twelve Months 2019 2018 Stock option awards $ 175,675 $ 304,745 Non-employee awards 1,564,670 2,329,874 Restricted stock unit awards 447,300 559,499 Phantom stock awards 112,270 54,048 $ 2,299,915 $ 3,248,166 The stock-based compensation is included in selling, general and administrative expense for the twelve months ended December 31, 2019 and 2018. For the year ended December 31, 2018, the Company recorded stock-based compensation expense of $3,248,166, of which 1,721,250, related to the assumption of certain consulting agreements which were satisfied by the principal stockholder of SRM transferring 344,250 shares to the consultants. The following table summarizes stock option award activity during 2019: Shares Weighted Average Exercise Price Remaining Contractual Life in Years Aggregate Intrinsic Value Balance, January 1, 2019 290,000 $ 5.55 4.2 - Granted - - - - Forfeited (210,000 ) 5.00 - - Balance, December 31, 2019 80,000 7.01 3.7 - Exercisable, December 31, 2019 53,333 7.01 3.7 - As of December 31, 2019, there were 26,667 unvested options to purchase shares of the Company’s common stock or $46,605 of total unrecognized equity-based compensation expense that the Company expected to recognize over a remaining weighted-average period of 1 year. From time to time, the Company grants shares of common stock to consultants and non-employee vendors for services performed. The awards are valued at the market value of the underlying common stock at the date of grant and vest based on the terms of the contract which is usually upon grant. Pipe Financing On October 2, 2019, Edison Nation, Inc. (the “Company”) entered into a Share Purchase Agreement (the “PIPE Purchase Agreement”) with certain accredited investors (collectively, the “Investors”) for the private placement of 1,175,000 shares of the Company’s common stock, $0.001 par value per share, at a purchase price of $2.00 per share (the “PIPE Transaction”). The PIPE Purchase Agreement contained certain closing conditions relating to the sale of securities, representations and warranties by the Company and the Investors, as well as covenants of the Company and the Investors (including indemnification from the Company in the event of breaches of its representations and warranties), all of which the Company believes are customary for transactions of this type. In a series of three closings conducted in October 2019, the Company received net proceeds of $2,039,303 which consisted of $2,350,000 of gross proceeds offset by $310,697 of fees to placement agent and their lawyers. Alexander Capital, LP (“Alexander Capital”), a FINRA registered broker dealer, acted as placement agent with respect to the PIPE Transaction. In connection with the PIPE Transaction, Alexander Capital received a commission of $141,000, a debt restructuring fee of $64,208, a debt conversion fee of 15,889, a placement fee of $33,600 and warrants to purchase 70,500 shares of the Company’s common stock, at an exercise price of $2.50 per share (the “Placement Agent Warrants”). In connection with the PIPE Purchase Agreement, the Company entered into Registration Rights Agreements with each of the Investors (the “Registration Rights Agreement”), pursuant to which the Company is required to prepare and file a registration statement (the “Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended, covering the resale of the shares of common stock issued to the Investors under the PIPE Purchase Agreement, as well as the Placement Agent Warrants. The Company will be required to have such Registration Statement declared effective by the SEC within 90 calendar days (or 120 calendar days in the event of a “full review” by the SEC) following the applicable closing date of the PIPE Transaction. The registration statement was not filed or declared effective within the timeframe set forth in the Registration Rights Agreements, and the Company is obligated to pay the Investors an amount equal to 1% of the total purchase price of the common stock per month (up to a maximum of 8% in the aggregate) until such failure is cured. The Registration Rights Agreement also contains mutual indemnifications by the Company and each Investor, which the Company believes are customary for transactions of this type. In connection with the PIPE transaction, the convertible notes entered into on May 13, 2019 were also converted at $2.00 per share into 560,185 shares of the Company’s common stock. In addition, the Company issued warrants to the placement agent in the PIPE Financing of a value equal to six percent (6%) of the aggregate number of PIPE Shares, whereby the exercise price is 125% of the price at which the shares were issued in such offering. Selling Agent Agreement In connection with the IPO, the Company agreed to issue to the selling agent in the IPO, warrants to purchase a number of shares of the common stock equal to 5.0% of the total shares of common stock sold in any closing of the IPO, excluding shares purchased by investors sourced via alternative funding platforms (the “Selling Agent Warrants”). The Selling Agent Warrants are exercisable commencing on the qualification date of the IPO and have a term of 5 years. The Selling Agent Warrants are not redeemable by the Company. The exercise price for the Selling Agent Warrants is 20% greater than the IPO offering price, or $6.00 per share. On August 16, 2018, the Company issued 65,626 of Selling Agent Warrants that are exercisable for 65,626 shares of the Company’s common stock. |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 11 — Subsequent Events On September 29, 2020, the Company (as “Purchaser”) entered into a Purchase and Sale Agreement (the “Agreement”) with Graphene Holdings, LLC, Mercury FundingCo, LLC, Ventus Capital, LLC and Jetco Holdings, LLC (together the “Sellers”) to acquire all outstanding Membership Units (the “Units”) of TBD Safety, LLC (“TBD”). Collectively, the Sellers own all outstanding Units of TBD. Under the terms of the Agreement, the Company is to issue a total of Two Million Two Hundred Ten Thousand Three Hundred Eighty-Two (2,210,382) shares of the Company’s common stock and a total of Seven Hundred Sixty-Four Thousand Six Hundred Eighteen (764,618) shares of a newly designated Preferred Stock (the “Preferred”). In addition, the Company and Sellers shall enter into a Registration Rights Agreement (the “Registration Rights Agreement”) in favor of the Sellers obligating the Company to register such Common Stock and shares of Common Stock to be issued upon conversion of the Preferred within 120 days after the Closing. The Sellers shall have an Earn Out Consideration - At such time as the Assets purchased in the Agreement achieve cumulative revenue of $10,000,000, the Sellers shall earn a total of One Hundred Twenty-Five Thousand (125,000) shares of Common Stock. The Closing of the transaction occurred on October 16, 2020. On October 7, 2020, the Company (the “Borrower”) and Jefferson Street Capital, LLC (the “Holder”) entered into a Forbearance Agreement (the “Agreement”) against the Note issued by the Borrower to the Holder dated April 7, 2020. Under the terms of the Agreement, the Borrower requested and the Holder agreed to temporarily forebear, until the earlier of (i) December 9, 2020 or (ii) at such time as a default shall occur under and pursuant to the Purchase Agreement, the Note or the Agreement, from exercising its right to convert amounts due under the Note into Common Stock of the Borrower, in exchange for a one time cash payment forbearance fee equal to $12,500 paid upon execution of the Agreement. On October 8, 2020, the Company issued 1,132,209 shares of common stock to Mercury FundingCo, LLC, representing a 8.05% ownership in the Company, valued at $1,890,956 as per the terms of the Purchase and Sale Agreement dated September 29, 2020 for the purchase of TBD Safety, LLC. On October 8, 2020, the Company issued 1,078,073 shares of common stock to Ventus Capital, LLC, representing a 7.64% ownership in the Company, valued at $1,800,382 as per the terms of the Purchase and Sale Agreement dated September 29, 2020 for the purchase of TBD Safety, LLC. On October 12, 2020, the Company issued 125,000 shares of common stock to Ralls, valued at $250,000, related to the exercise of the Common Stock Purchase Warrant dated January 10, 2020. On October 16, 2020, the Company filed a Certificate of Designation (the “Designation”) with the Secretary of State of Nevada, which designates 1,000,000 shares of the Company’s preferred stock, par value $0.001 per share, as Series B Convertible Preferred Stock (“Series B”). Pursuant to the terms of the Designation, holders of the Series B shall be entitled to dividends, a liquidation preference and shall have conversion rights. Each share of Series B shall be convertible into 1 share of Common Stock, on or after the twelve-month anniversary of the Original Issue Date at the option of the Holder thereof, for a total not to exceed 1,000,000 shares of Common Stock. The holders of the Series B shall have no voting rights. On October 27, 2020, Gerald Whitt, Alexander Whitt, Matthew Whitt, Christopher Whitt, Deborah Milam and David Knecht, individually and in their personal capacities, and derivatively on behalf of Cloud B, Inc. (together the “Plaintiffs”) filed a claim against the Company, CBAV1, LLC, SRM Idea Lab, Inc., Christopher B. Ferguson, Linda Suh, Jeff Johnson, Richard Brenner, Phillip McFillin, Kevin Ferguson, Brett Vroman and Does 1-100 (together the “Defendants”) and Cloud B, Inc., as a nominal defendant, alleging fraudulent concealment, breach of fiduciary duty, breach of contract, breach of confidence, intentional misrepresentation, negligent misrepresentation, unfair business practices and civil conspiracy requesting judgment in excess of $8,000,000 for compensatory damages, punitive damages and attorneys’ fees. On October 29, 2020, the Company, along with its subsidiaries, Edison Nation, LLC and Ferguson Containers, Inc., entered into a Futures Receivables Sale Agreement (the “Agreement”) with Itria Ventures, LLC whereby the Company agreed to the sale of $155,000 of receivables for $125,000. The proceeds were used to fund our receivables for overseas distributors. Christopher B. Ferguson, our Chairman and Chief Executive Officer, personally guaranteed the prompt and complete performance of the Company’s obligations under the Agreement. On October 30, 2020, Vinco Ventures, Inc. (the “Company”) received a letter of intent from a prospective purchaser dated October 22, 2020 setting forth the terms of an offer to purchase Cloud b assets from CBAV1, LLC (“CBAV1”), the Company’s wholly owned subsidiary (the “LOI”). The Cloud b assets include but are not limited to intellectual property, know how, brand names, trade names, patents, models, internet websites, domains, social network assets, production facilities, including the molds of all products, and inventory (“Cloud b Assets”). On November 4, 2020, the Company filed Articles of Incorporation in the State of Nevada for a new wholly owned subsidiary, Vinco Ventures, LLC. On November 4, 2020, the Company, through its new wholly owned subsidiary, Vinco Ventures, Inc. (“Vinco”), filed Articles of Formation in the State of Nevada for Honey Badger Media, LLC (“Honey Badger”). Honey Badger will become a wholly owned subsidiary of Vinco. On November 5, 2020, the Company (the “Parent”) and its wholly owned subsidiary, Vinco Ventures, Inc. (the “Merger Sub”), entered into an Agreement and Plan of Merger (the “Agreement”). Under the terms of the Agreement, the Merger Sub merged with and into the Parent and the Parent became the surviving corporation of the Merger (the “Surviving Corporation”). The name of the Surviving Corporation is Vinco Ventures, Inc. The transaction closed on November 10, 2020. The Articles of Merger were filed with the Secretary of State of the State of Nevada on November 11, 2020. Effective November 12, 2020, the Company’s common stock, which trades on the Nasdaq Capital Market, ceased trading under the ticker symbol “EDNT” and commenced trading under the new ticker symbol “BBIG.” Along with the ticker change, the Company’s common stock was assigned a new CUSIP number of 927330100. On November 10, 2020, the Company, through its wholly owned subsidiary, Honey Badger Media, LLC, entered into a series of transactions with Honey Badger Media, LLC, a Delaware limited liability company: On November 10, 2020, under the terms of the Asset Purchase Agreement (the “Agreement”), the Company (the “Buyer”) agreed to purchase from Honey Badger Media, LLC (the “Seller”) all of the Seller’s rights, title and interest in and to the Internet Websites, Domain Names, and all of the respective content (the “Domains”), and any other rights associated with the domains, including, without limitation, any intellectual property rights, all related Domains, logos, customer lists and agreements, email lists, passwords, usernames and trade names; and all of the related social media accounts including but not limited to, Instagram, Twitter, Facebook, Instagram, and Pinterest at closing (collectively the “ Purchased Assets On November 10, 2020, under the terms of the Platform License Agreement (the “License Agreement”), Honey Badger Media, LLC (the “Licensor”) granted the Company (the “Licensee”) a perpetual, exclusive, worldwide license (the “ License Licensed Related Assets agreed to On November 10, 2020, under the terms of the Employment Agreement (the Employment Agreement”), Laurie Argall (the “Executive”) retained the role of Vice President of Digital Commerce. The initial term of the Employment Agreement is for a period commencing on November 10, 2020 and ending on the two (2) year anniversary of the Employment Agreement. The Executive shall receive a base salary of Sixty Thousand Dollars ($60,000) per year. Executive shall be entitled to three (3) weeks of comprehensive paid time off (includes vacation, sick and personal days) each year. On November 17, 2020, the Company, through its subsidiary, Edison Nation, LLC (the “Vendor”), entered into an Inventory Management Agreement (the “Agreement”) with the Forever 8 Fund, LLC (“F8”), an entity which our President holds a 45% ownership interest. Under the terms of the Agreement, F8 desires to maintain inventory of and sell to Vendor certain Products pursuant to the terms and conditions set forth in the Agreement. As consideration for the inventory management services provided under this Agreement, Vendor agrees to pay F8 a fee for each unit of each Product sold on a Platform determined in accordance with the fee schedule set forth in the applicable Product Schedule (the “ Fee Schedule F8 Fees Initial Term On November 20, 2020, the Company issued 40,000 shares of common stock valued at $59,600 to a note holder for conversion of a restricted stock unit into shares of common stock. On December 14, 2020, the Company issued 10,000 shares of common stock valued at $15,000 under the Company’s 2020 Omnibus Plan to an employee for services rendered on behalf of the Company. On December 14, 2020, the Company issued 11,000 shares of common stock valued at $16,500 under the Company’s 2020 Omnibus Plan to a consultant for services rendered on behalf of the Company. On December 14, 2020, the Company issued 30,000 shares of common stock valued at $45,000 under the Company’s 2020 Omnibus Plan to a director as compensation. On December 16, 2020, the Company issued 60,000 shares of common stock valued at $90,000 under the Company’s 2020 Omnibus Plan to a director as compensation. On December 29, 2020, the Company issued 41,730 shares of common stock valued at $62,595 to Jefferson Street Capital, LLC in satisfaction of $740,000 principal against a note issued on April 7, 2020. On December 31, 2020, the Company issued 50,000 shares of common stock valued at $75,000 under the Company’s 2020 Omnibus Plan to a consultant for services rendered on behalf of the Company. On January 5, 2021, the Company issued 750,000 shares of common stock valued at $1,125,000 as per the terms of the Platform License Agreement between the Company and Honey Badger Media, LLC dated November 10, 2020. On January 5, 2021, the Company issued 150,000 shares of common stock valued at $225,000 under the Company’s 2020 Omnibus Plan to a consultant for services rendered on behalf of the Company. On January 11, 2021, the Company issued 100,000 shares of common stock valued at $150,000 under the Company’s 2020 Omnibus Plan to a consultant for services rendered on behalf of the Company. On January 19, 2021, the Company issued 200,000 shares of common stock valued at $300,000 for the partial exercise of the warrant issued in connection with the Greentree financing. On January 20, 2021, the Company issued 27,415 shares of common stock valued at $41,123 to Jefferson Street Capital, LLC in satisfaction of $740,000 principal against a note issued on April 7, 2020. On January 21, 2021, the Company issued 58,000 shares of common stock valued at $87,000 to a consultant for services rendered on behalf of the Company. On January 21, 2021, the Company issued 350,000 shares of common stock valued at $525,000 for the partial exercise of the warrant issued in connection with the Greentree financing. On January 22, 2021, the Company issued 51,129 shares of common stock valued at $76,694 for the exercise of the placement agent warrant issued in connection with the Greentree financing. On January 22, 2021, the Company issued 67,744 shares of common stock valued at $101,616 for the exercise of the placement agent warrant issued in connection with the Greentree financing. On January 22, 2021, the Company issued 20,358 shares of common stock valued at $30,537 for the exercise of the placement agent warrant issued in connection with the Greentree financing. On January 22, 2021, the Company issued 20,358 shares of common stock valued at $30,537 for the exercise of the placement agent warrant issued in connection with the Greentree financing. On January 22, 2021, the Company issued 50,000 shares of common stock valued at $75,000 for the exercise of a warrant. On January 25, 2021 (the “Effective Date”), Vinco Ventures Inc. (the “Company”) consummated the closing of a private placement offering (the “Offering”) whereby pursuant to the Securities Purchase Agreement (the “Purchase Agreement”) entered into by the Company on January 21, 2021 with one accredited investor (the “Investor”), the Company issued a Senior Convertible Note for the purchase price of $12,000,000 (the “Note”) and a five (5) year warrant (the “Warrant”) to purchase shares of the Company’s common stock, par value $0.001 per share (“Common Stock”). The Note carries an interest rate of 6% per annum and matures on the 12-month anniversary of the Issuance Date (as defined in the Note). The Note contains a voluntary conversion mechanism whereby the Noteholder may convert at any time after the Issuance Date, in whole or in part, the outstanding balance of the Note into shares of the Common Stock at a conversion price of $2.00 per share (the “Conversion Shares”). The Note shall be a senior obligation of the Company and its subsidiaries. The Note contains customary events of default (each an “Event of Default”). If an Event of Default occurs, interest under the Note will accrue at a rate of twelve percent (12%) per annum and the outstanding principal amount of the Note, plus accrued but unpaid interest, liquidated damages and other amounts owing with respect to the Note will become, at the Note holder’s election, immediately due and payable in cash. Upon completion of a Change of Control (as defined in the Note), the Note’s holder may require the Company to purchase any outstanding portion of the Note in cash at a price in accordance with the terms of the Note. Pursuant to the Purchase Agreement, the Investor received a Warrant in an amount equal to 250% of the shares of Common Stock initially issuable to each Investor pursuant to the Investor’s Note. The Warrant contains an exercise price of $2.00 per share. In connection with the closing of the Offering, the Warrant was issued to purchase an aggregate of 15,000,000 shares of Common Stock (the “Warrant Shares”). The Company also entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”). The Registration Rights Agreement provides that the Company shall (i) file with the Securities and Exchange Commission (the “Commission”) a Registration Statement by 30 days following the Closing Date to register the Conversion Shares and Warrant Shares (the “Registration Statement”); and (ii) use all commercially reasonable efforts to have the Registration Statement declared effective by the Commission within 60 days following the Closing Date or at the earliest possible date, or 75 days following the Closing Date if the Registration Statement receives comments from the Commission. Palladium Capital Group, LLC (the “Placement Agent”) acted as placement agent for the Offering. The Placement Agent received cash compensation of $1,080,000 (8% of the gross proceeds to the Company plus an additional 1% of the gross proceeds to the Company for non-accountable expenses). The Placement Agent also received a Warrant in an amount equal to 8% of the shares of Common Stock initially issuable to each Investor pursuant to the Investor’s Note. On January 28, 2021 (the “Effective Date”), the Company consummated the closing of a private placement offering (the “Offering”) whereby pursuant to the Securities Purchase Agreement (the “SPA”) entered into by the Company on January 28, 2021 with BHP Capital NY Inc (the “Investor”), the Company issued 1,500,000 shares of restricted common stock and a five (5) year warrant (the “Warrant”) to purchase shares of the Company’s common stock, par value $0.001 per share (“Common Stock”). Pursuant to the SPA, the Investor received a Warrant in an amount equal to 100% of the shares of Common Stock issued to the Investor under the SPA. The Warrant contains an exercise price of $2.20 per share. In connection with the closing of the Offering, the Warrant was issued to purchase an aggregate of 1,500,000 shares of Common Stock (the “Warrant Shares”). The Company also entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”). The Registration Rights Agreement provides that the Company shall (i) file with the Securities and Exchange Commission (the “Commission”) a Registration Statement by 30 days following the Closing Date to register the Conversion Shares and Warrant Shares (the “Registration Statement”); and (ii) use all commercially reasonable efforts to have the Registration Statement declared effective by the Commission within 60 days following the Closing Date or at the earliest possible date, or 75 days following the Closing Date if the Registration Statement receives comments from the Commission. On February 2, 2021, the Company entered into an Employment Agreement (the “Agreement”) with Christopher Ferguson (the “Executive”) for the role of Chief Executive Officer. The Agreement is effective as of November 12, 2020 (the “Effective Date”) and has a term of three (3) years (the “Term”) from the Effective Date. Thereafter, the Agreement shall automatically be renewed and the Term shall be extended for additional consecutive terms of 1 year (each a “ Renewal Term Base Salary Principal Market the On February 2, 2021, the Company entered into an Employment Agreement (the “Agreement”) with Brett Vroman (the “Executive”) for the role of Chief Financial Officer. The Agreement is effective as of November 12, 2020 (the “Effective Date”) and has a term of three (3) years (the “Term”) from the Effective Date. Thereafter, the Agreement shall automatically be renewed and the Term shall be extended for additional consecutive terms of 1 year (each a “ Renewal Term Base Salary Principal Market the On February 2, 2021, the Company entered into an Employment Agreement (the “Agreement”) with Brian Mc Fadden (the “Executive”) for the role of Chief Strategy Officer. The Agreement is effective as of November 12, 2020 (the “Effective Date”) and has a term of three (3) years (the “Term”) from the Effective Date. Thereafter, the Agreement shall automatically be renewed and the Term shall be extended for additional consecutive terms of 1 year (each a “ Renewal Term Base Salary Principal Market - the the On February 2, 2021, the Company filed an Amendment to the Certificate of Designation (the “Amendment”) for the Company’s Series B Convertible Preferred Stock (“Preferred Stock”). Under the Amendment, each share of Preferred Stock shall entitle the holder thereof to vote on all matters voted on by the holders of Common Stock, voting together as a single class with other shares entitled to vote at all meetings of the stockholders of the Corporation. With to any such vote, each share of Preferred Stock shall entitle the holder thereof to cast the number of votes equal to the number of whole shares of Common Stock into which such shares of Preferred Stock are then convertible (the “Conversion Shares”). Such right may be exercised at any annual meeting or special meeting, or pursuant to any written consent of stockholders. On January 29, 2021, the Company issued 100,000 shares of common stock valued at $327,000 to a consultant for services rendered on behalf of the Company. | Note 16 — Subsequent Events On January 2, 2020, the Company entered into that certain Loan Agreement with Tiburon Opportunity Fund (the “Lender”), dated January 2, 2020 (the “Loan Agreement”). Pursuant to the terms of the Loan Agreement, the Lender agreed to loan the Company $400,000. The Loan is interest bearing at the rate of 1.5% per month through the term of the Loan. Additionally, the Loan Agreement provides that the Company shall pay the Lender the entire unpaid principal and all accrued interest upon thirty days’ notice to the Company, but in any event, the notice shall not be sooner than June 1, 2020. On April 24, 2020 the Company and Lender entered into a Debt Conversion Agreement whereby the Lender elected to convert $400,000 of funds loaned to the Company into shares of the Company’s common stock. The conversion price was $2.00 per share for a total of 200,000 shares of restricted common stock issued by the Company. On January 2, 2020, the Company, through its partnership with ED Roses, LLC (the “Borrower”), entered into a Loan Agreement (the “Agreement”) with Sook Hyun Lee (the “Lender”). Under the terms of the Agreement, the Lender agrees to loan $150,000 to the Borrower in return for $180,000 ($150,000 principal plus $30,000 commitment fee). The loan accrues interest at 15% per annum and matures on April 15, 2020. The Lender shall receive a collateral interest in the accounts receivable of the Borrower including, but not limited to the 7 Eleven receivables. The Company shall place 75,000 shares of common stock in reserve as collateral. On January 10, 2020, the Company entered into a 5% Promissory Note Agreement with Equity Trust Company on behalf of Rawleigh Ralls (“Ralls”) for an aggregate principal amount of $267,000 (the “Ralls Note”), pursuant to which Ralls purchased the Ralls Note from the Company for $250,000, and the Company issued to Ralls a warrant (the “Ralls Warrant”) to purchase 125,000 shares of the Company’s common stock. The proceeds from the Ralls Note will be used for general working capital needs of the Company. The Company will also issue 33,000 incentive shares to Ralls. The maturity date of the Ralls Note is July 10, 2020. On January 13, 2020, we issued 50,000 shares of our common stock valued at $100,000 to Ridgewood LLC, a consultant for strategic consulting services for assistance with sales on Amazon.com. On January 15, 2020, the Company entered into a 5% Promissory Note Agreement with Paul J. Solit & Julie B. Solit (“Solits”) for an aggregate principal amount of $107,000 (the “Solit Note”), pursuant to which the Solits purchased the Solit Note from the Company for $100,000, and the Company issued to the Solits a warrant (the “Solit Warrant”) to purchase 50,000 shares of the Company’s common stock. The proceeds from the Solit Note will be used for general working capital needs of the Company. The Company will also issue 13,000 incentive shares to O’Leary. The maturity date of the Solit Note is July 15, 2020. On January 17, 2020, the Company entered into a 5% Promissory Note Agreement with Richard O’Leary (“O’Leary”) for an aggregate principal amount of $53,500 (the “O’Leary Note”), pursuant to which O’Leary purchased the O’Leary Note from the Company for $50,000, and the Company issued to O’Leary a warrant (the “O’Leary Warrant”) to purchase 25,000 shares of the Company’s common stock. The proceeds from the O’Leary Note will be used for general working capital needs of the Company. The Company will also issue 6,500 incentive shares to O’Leary. The maturity date of the O’Leary Note is July 17, 2020. On January 23, 2020, Edison Nation, Inc. (the “Company”) entered into a $1,100,000 loan agreement the (“Loan Agreement”) with Greentree Financial Group, Inc. (the “Investor”), pursuant to which the Investor purchased a 10% Convertible Promissory Note (the “Note”) from the Company, and the Company issued to the Investor a warrant (the “Warrant”) to purchase 550,000 shares of the Company’s common stock, $0.001 per share (“Common Stock”). The $1,100,000 of proceeds from the Note will be used for general working capital purposes and for the repayment of debt. On January 24, 2020, the Company used $588,366.44 of the proceeds from the Note to pay off in full the 12% Convertible Promissory Note held by Labrys Fund, LP. Upon execution of the Loan Agreement, the Company issued to the Investor 100,000 shares of Common Stock (the “Origination Shares”) as an origination fee, plus an additional 60,000 shares of Common Stock as consideration for advisory services. Pursuant to the Loan Agreement, the Company agreed to issue and sell to the Investor the Note, in the principal amount of $1,100,000. The Note, as amended, is due and payable October 23, 2020 (the “Maturity Date”) and is convertible at any time at a price of $2.00 per share. Pursuant to the Loan Agreement, the Company also issued the Investor a warrant to purchase 550,000 shares of Common Stock at an exercise price of $2.00 per share, subject to certain adjustments to the exercise price set forth in the Warrant. The Warrant, as amended, expires on January 23, 2023. On January 24, 2020, the Company repaid the Labrys Note in full. Upon repayment of the Labrys Note, Labrys Fund, LP returned to the Company for cancellation the 153,005 shares of Common Stock that had been originally issued to as a portion of the commitment fee paid in connection with the Labrys Note and allowed the Company to cancel the reservation of the 875,000 shares of Common Stock that had been reserved pursuant to the Labrys SPA and Labrys Note. On January 29, 2020, the Company and Greentree Financial Group, Inc. (the “Investor”), entered into an Amendment Agreement, amending the January 22, 2020 Loan Agreement, the Note, and the Warrant to: (i) correct the effective date set forth in the Loan Agreement, Note and Warrant to January 23, 2020, (ii) clarify the terms of the registration right provision in the Loan Agreement, and (iii) to ensure that the total number of shares of Common Stock issued pursuant to the Loan Agreement, the Note, and/or the Warrant, each as amended, does not exceed 17.99% of the Company’s issued and outstanding Common Stock as of January 23, 2020. On February 7, 2020, we issued 15,000 shares of our common stock to MZHCI, LLC valued at $40,350 in connection with the satisfaction of outstanding amounts due under a settlement agreement. On February 17, 2020, the Company entered into that certain Agreement for the Purchase and Sale of Cloud B, Inc.(the “Purchase Agreement”), with Pearl 33 Holdings, LLC (the “Buyer”), pursuant to which the Buyer purchased from the Company (and the Company sold and assigned) 80,065 shares of common stock of Cloud B (the “Cloud B Shares”) for $1.00, constituting a 72.15% ownership interest in Cloud B, based on 110,964 shares of Cloud B’s common stock outstanding as of February 17, 2020. Pursuant to that certain Release Agreement by and between the Company and the Buyer included as an exhibit to the Purchase Agreement, the Buyer agreed to release any and all claims against the Company, and its officers, directors or affiliates arising from the Purchase Agreement or the purchase, sale, and assignment of the Cloud B Shares. Pursuant to that certain Indemnification Agreement by and between the Company and the Buyer included as an exhibit to the Purchase Agreement, the Company agreed to indemnify, defend and hold harmless the Buyer, and its owners, managers and representatives arising from any events that occurred prior to the purchase, sale, and assignment of the Cloud B Shares to the Buyer. The Company’s indemnification obligations pursuant to such Indemnification Agreement are limited to the issuance of 150,000 shares of the Company’s common stock to the Buyer. On March 11, 2020, the Company and its wholly owned subsidiary, Scalematix, LLC, entered into an Asset Purchase Agreement (the “Agreement”) with HMNRTH, LLC (the “Seller”) and TCBM Holdings, LLC (the “Owner”) (together Seller and Owner the “Selling Parties”) for the purchase of certain assets in the health wellness industry and related consumer products industry. Under the terms of the Agreement, Buyer is to remit $70,850 via wire transfer at Closing and shall issue to a representative of the Selling Parties Two Hundred Thirty-Eight Thousand Seven Hundred and Fifty (238,750) shares of restricted common stock. The shares were issued on March 16, 2020 and valued at $477,500. In addition, the Selling Parties shall have the right to additional earn out compensation based upon the following metrics: (i) at such time as the purchased assets achieve cumulative revenue of $2,500,000, the Selling Parties shall earn One Hundred Twenty-Five Thousand (125,000) shares of common stock; and (ii) at such time as the purchased assets achieve cumulative revenue of $5,000,000, the Selling Parties shall earn One Hundred Twenty-Five Thousand (125,000) shares of common stock. The transaction closed on March 11, 2020. On March 16, 2020, the Company issued 300,000 shares of our common stock valued at $600,000 to a Consultant as per the terms of the Consulting Agreement dated September 12, 2019. On March 16, 2020, the Company issued 50,000 shares of our common stock valued at $100,000 to a Consultant as per the terms of the Consulting Agreement dated September 12, 2019. On March 25, 2020, Edison Nation, Inc. (the “Company”) filed a certificate of amendment to the Company’s articles of incorporation with the Secretary of State of the State of Nevada in order to: (i) increase the number of shares of the Company’s authorized preferred stock, par value $0.001 per share, from 0 shares to 30,000,000 shares of preferred stock; (ii) clarify the application of the forum selection clause in the Company’s amended and restated articles of incorporation, specifically that such clause does not apply to federal causes of actions arising under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (iii) include affirmative changes to correspond to the Company’s First Amended and Restated Bylaws, confirming that the Company’s shareholders may vote by written consent. On April 7, 2020, the Company entered into a Securities Purchase Agreement (the “Agreement”) with BHP Capital NY Inc. (the “Investor”) wherein the Company issued the Investor a Convertible Promissory Note (the “Note”) in the amount of $168,000 ($18,000 OID). The $150,000 of proceeds from the Note will be used for general working capital purposes The Note has a term of six (6) months, is due on October 7, 2020 and has a one-time interest charge of 2%. In addition, the Company is to issue the Investor 10,700 shares of Common Stock (the “Origination Shares”) as an origination fee. The transaction closed on April 9, 2020. The Investor shall have the right at any time to convert all or any part of the outstanding and unpaid principal, interest, fees, or any other obligation owed pursuant to this Note into fully paid and non-assessable shares of Common Stock at a conversion price equal to $2.05 per share. On April 7, 2020, the Company entered into a Securities Purchase Agreement (the “Agreement”) with Jefferson Street Capital, LLC. (the “Investor”) wherein the Company issued the Investor a Convertible Promissory Note (the “Note”) in the amount of $168,000 ($18,000 OID). The $150,000 of proceeds from the Note will be used for general working capital purposes The Note has a term of six (6) months, is due on October 7, 2020 and has a one-time interest charge of 2%. In addition, the Company is to issue the Investor 10,700 shares of Common Stock (the “Origination Shares”) as an origination fee. The transaction closed on April 9, 2020. The Investor shall have the right at any time to convert all or any part of the outstanding and unpaid principal, interest, fees, or any other obligation owed pursuant to this Note into fully paid and non-assessable shares of Common Stock at a conversion price equal to $2.05 per share. On April 13, 2020, we issued 12,500 shares of 12,500 shares of our common stock valued at $31,625 to Caro Partners, LLC for consulting services. On April 15, 2020, Edison Nation, Inc. (the “Company”) entered into a loan agreement (“PPP Loan”) with First Choice Bank under the Paycheck Protection Program (the “PPP”), which is part of the recently enacted Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) administered by the United States Small Business Administration (“SBA”). The Company received proceeds of $789,852 from the PPP Loan. In accordance with the requirements of the PPP, the Company intends to use proceeds from the PPP Loan primarily for payroll costs, rent and utilities. The PPP Loan has a 1.00% interest rate per annum and matures on April 15, 2022 and is subject to the terms and conditions applicable to loans administered by the SBA under the PPP. Under the terms of the PPP, certain amounts of the PPP Loan may be forgiven if they are used for qualifying expenses as described in the CARES Act. On April 24, 2020, the Company entered into a Consulting Agreement (the “Agreement”) with Tiburon (the “Consultant”). Under the terms of the Agreement, the Consultant is to provide business development services and consultation related to potential trade financing opportunities. The Agreement has a term of six (6) months. The Consultant is to be compensated ten thousand (10,000) shares of common stock upon execution of the Agreement and then shall receive six (6) additional monthly payments of eight thousand (8,000) shares of restricted common stock per month beginning on May 24, 2020 and ending on October 24, 2020. On April 24, 2020, we issued 10,700 shares of our common stock valued at $21,935 to BHP Capital NY Inc. as origination shares as per the terms of the Securities Purchase Agreement dated April 7, 2020. On April 24, 2020, we issued 10,700 shares of our common stock valued at $21,935 to Jefferson Street Capital, LLC as origination shares as per the terms of the Securities Purchase Agreement dated April 7, 2020. On May 7, 2020, the Company entered into a Purchase of Inventory and Repurchase Agreement (the “Agreement”) with Fergco Bros, LLC (“Purchaser”). Under the terms of the Agreement, the Company assigned its rights, title and interest to inventory relating to its Edison Nation Medical customer, Orange County, CA (the “Inventory”) for payment in the amount of $100.000. The Company shall have the right to repurchase the Inventory for $105,000 in whole or periodioc installments by May 15, 2020. The Agreement was amended on May 15, 2020, to extend the repurchase date to June 30, 2020. On May 13, 2020, the Company’s wholly owned subsidiary, Ferguson Containers, Inc., entered into a Distributor Agreement with Marrone Bio Innovations, LLC (“Marrone”) for the distribution of Marrone’s Jet-Oxide 15% peroxyacetic acid-based sanitizer/disinfectant. May 17, 2020, the Company entered into an Amendment to Purchase of Inventory and Repurchase Agreement with the Purchasers-Assignees dated May 17, 2020. Under the terms of the Amendment, the repurchase date was extended to June 30, 2020 and the Company confirmed that of the Purchaser-Assignees is entitled to receive 10,000 shares of common stock. On May 19, 2020, the Company entered into an Amendment (the “Amendment”) to the Senior Secured Note (the “Note”) issued by the Company to 32 Entertainment, LLC (the “Lender”) dated December 4, 2019. Under the terms of the Amendment, the Company issued the Lender an Amended Subordinate Secured Note (the “Replacement Note”) in the principal amount of $200,000 that accrues interest at 16% annually and matures on May 21, 2020. On or before May 28, 2020, the Company shall prepay $50,000 toward the principal plus interest in the amount of $6,250 for a total of $56,250. The Lender shall also receive 40,000 restricted stock units and surrender the warrant issued to the Lender in the December 4, 2019 financing transaction. On May 20, 2020 (the “Effective Date”), Edison Nation, Inc. (the “Company”) entered into an Agreement and Plan of Share Exchange (the “Share Exchange Agreement”) with PPE Brickell Supplies, LLC, a Florida limited liability company (“PPE”), and Graphene Holdings, LLC, a Wyoming limited liability company (“Graphene”, and together with PPE, the “Sellers”), whereby the Company purchased 25 membership units of Global Clean Supplies, LLC, a Nevada limited liability company (“Global”) from each of PPE and Graphene, for a total of fifty (50) units, representing fifty percent (50%) of the issued and outstanding units of Global (the “Purchase Units”). On May 20, 2020, the Company entered into an Amended Limited Liability Company Agreement of Global (the “Amended LLC Agreement”). The Amended LLC Agreement amends the original Limited Liability Company Agreement of Global, dated May 13, 2020. The Amended LLC defines the operating rules of Global and the ownership percentage of each member: Edison Nation, Inc. 50%, PPE 25% and Graphene 25%. On May 21, 2020, the Company issued 200,000 shares of common stock valued at $456,000 to PPE Brickell Supplies, LLC as per the terms of the Agreement and Plan of Share Exchange dated May 20, 2020. On May 21, 2020, the Company issued 50,000 shares of common stock valued at $114,000 to Graphene Holdings, LLC as per the terms of the Agreement and Plan of Share Exchange dated May 20, 2020. On May 21, 2020, the Company issued 50,000 shares of common stock valued at $114,000 to a Consultant for consulting services related to the Agreement and Plan of Share Exchange dated May 20, 2020. On May 22, 2020, the Company issued 200,000 shares of common stock valued at $466,000 to Graphene Holdings as per the terms of the Agreement and Plan of Share Exchange dated May 20, 2020. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Vinco Ventures, Inc. and its wholly-owned and majority owned subsidiaries. All intercompany balances and transactions have been eliminated. | Principles of Consolidation The consolidated financial statements include the accounts of Edison Nation, Inc. and its wholly-owned and majority owned subsidiaries. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and are presented in US dollars. All intercompany balances and transactions have been eliminated. |
Variable Interest Entity Assessment | Variable Interest Entity Assessment A VIE is an entity (a) that has total equity at risk that is not sufficient to finance its activities without additional subordinated financial support from other entities, (b) where the group of equity holders does not have the power to direct the activities of the entity that most significantly impact the entity’s economic performance, or the obligation to absorb the entity’s expected losses or the right to receive the entity’s expected residual returns, or both, or (c) where the voting rights of some investors are not proportional to their obligations to absorb the expected losses of the entity, their rights to receive the expected residual returns of the entity, or both, and substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights. In order to determine if an entity is considered a VIE, the Company first performs a qualitative analysis, which requires certain subjective decisions regarding its assessments, including, but not limited to, the design of the entity, the variability that the entity was designed to create and pass along to its interest holders, the rights of the parties, and the purpose of the arrangement. If the Company cannot conclude after a qualitative analysis whether an entity is a VIE, it performs a quantitative analysis. The qualitative analysis considered the design of the entity, the risks that cause variability, the purpose for which the entity was created, and the variability that the entity was designed to pass along to its variable interest holders. | |
Use of Estimates | Use of Estimates Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the financial statements. The Company’s significant estimates used in these financial statements include, but are not limited to, accounts receivable reserves, the valuation allowance related to the Company’s deferred tax assets, the recoverability and useful lives of long-lived assets, debt conversion features, stock-based compensation, certain assumptions related to the valuation of the reserved shares and the assets acquired and liabilities assumed related to the Company’s acquisitions. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates. | Use of Estimates Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the financial statements. The Company’s significant estimates used in these financial statements include, but are not limited to, accounts receivable reserves, the valuation allowance related to the Company’s deferred tax assets, the recoverability and useful lives of long-lived assets, debt conversion features, stock-based compensation, certain assumptions related to the valuation of the reserved shares and the assets acquired and liabilities assumed related to the Company’s acquisitions. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates. |
Reclassifications | Reclassifications Certain reclassifications have been made to prior year amounts to conform to current year presentation. | Reclassifications Certain amounts previously presented in the consolidated financial statements have been reclassified to conform to the current year presentation. Such reclassifications had no effect on the previously reported net loss, Stockholders’ equity or cash flows. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company has cash on deposit in several financial institutions which, at times, may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The Company has not experienced losses in such accounts and periodically evaluates the creditworthiness of its financial institutions. The Company reduces its credit risk by placing its cash and cash equivalents with major financial institutions. The Company had $100,464 uninsured cash at September 30, 2020 of which $100,464 was held in foreign bank accounts not covered by FDIC insurance limits as of September 30, 2020. | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents in the consolidated financial statements. The Company has cash on deposits in several financial institutions which, at times, may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The Company has not experienced losses in such accounts and periodically evaluates the creditworthiness of its financial institutions. The Company reduces its credit risk by placing its cash and cash equivalents with major financial institutions. The Company had approximately $178,485 uninsured at December 31, 2019 of which all $178,485 was held in foreign bank accounts not covered by FDIC insurance limits as of December 31, 2019. |
Accounts Receivable | Accounts Receivable Accounts and notes receivable consist of trade receivables from customers. The Company’s payment terms with customers are defined within each customer’s invoice. All accounts receivables are considered current assets as the Company does not grant payment terms greater than one year. Accounts receivable initially are recorded at the gross amount and are recorded after the Company has an unconditional right to payment where only the passage of time is required before payment is received. The Company evaluates the collectability of outstanding receivable balances and records an allowance for doubtful accounts representing an estimate of future expected credit loss. Additions to the allowance for doubtful accounts are made by recording a charge to bad debt expense reported in selling, general and administrative expenses. As of September 30, 2020, no customers represented more than 10% of total accounts receivable. | Accounts Receivable Accounts receivable are carried at their contractual amounts, less an estimate for uncollectible amounts. As of December 31, 2019 and 2018, the allowance for uncollectable amounts was not material. Management estimates the allowance for bad debts based on existing economic conditions, historical experience, the financial conditions of the customers, and the amount and age of past due accounts. Receivables are considered past due if full payment is not received by the contractual due date. Past due accounts are generally written off against the allowance for bad debts only after all collection attempts have been exhausted. As of December 31, 2019, no customers represented more than 10% of total accounts receivable. |
Inventory | Inventory Inventory is recorded at the lower of cost or net realizable value on a first-in, first-out basis. The Company reduces the carrying value of inventories for those items that are potentially excess, obsolete, or slow moving based on changes in customer demand, technology developments, or other economic factors. | Inventory Inventory is recorded at the lower of cost or net realizable value on a first-in, first-out basis. The Company reduces the carrying value of inventories for those items that are potentially excess, obsolete, or slow moving based on changes in customer demand, technology developments, or other economic factors. |
Loan Held for Investment | Loan Held for Investment Loan held for investment is reported on the balance sheet at the acquired cost which approximates the fair value, which resulted in a discount. The acquired loan had evidence of deterioration of credit quality and for which it was probable, at the time of our acquisition, that the Company would be unable to collect all contractually required payments. For these loans, the excess of the undiscounted contractual cash flows over the undiscounted cash flows estimated by us at the time of acquisition was not accreted into income (nonaccretable discount). The amount representing the excess of cash flows estimated by us at acquisition over the purchase price was accreted into purchase discount earned over the life of the applicable loans (accretable discount). The nonaccretable discount was not accreted into income. If cash flows could not be reasonably estimated for any loan, and collection was not probable, the cost recovery method of accounting was used. Under the cost recovery method, any amounts received were applied against the recorded amount of such loans. Subsequent to acquisition, if cash flow projections improved, and it was determined that the amount and timing of the cash flows related to the nonaccretable discount was reasonably estimable and collection was probable, the corresponding decrease in the nonaccretable discount was transferred to the accretable discount and was accreted into interest income over the remaining life of any such loan on the interest method. If cash flow projections deteriorated subsequent to acquisition, the decline was accounted for through the allowance for loan losses. Depending on the timing of an acquisition, the initial allocation of discount generally is made primarily to nonaccretable discount until the Company is able to assess any cash flows expected to be collected over the purchase price which are then transferred to accretable discount. | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost, net of accumulated depreciation and amortization, which is recorded commencing at the in-service date using the straight-line method over the estimated useful lives of the assets, as follows: 3 to 5 years for office equipment, 5 to 7 years for furniture and fixtures, 6 to 10 years for machinery and equipment, 10 to 15 years for building improvements, 5 years for software, 5 years for molds, 5 to 7 years for vehicles and 40 years for buildings. When fixed assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the statements of operations for the respective period. Minor additions and repairs are expensed in the period incurred. Major additions and repairs which extend the useful life of existing assets are capitalized and depreciated using the straight-line method over their remaining estimated useful lives. | |
Long-Lived Assets | Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The Company assesses the recoverability of its long-lived assets using undiscounted cash flows. If an asset is found to be impaired, the amount recognized for impairment is equal to the difference between the carrying value and the asset’s fair value. The Company did not record any impairment charges related to long-lived assets during the years ended December 31, 2019 and 2018. | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets We record intangible assets based on their fair value on the date of acquisition. Goodwill is recorded for the difference between the fair value of the purchase consideration over the fair value of the net identifiable tangible and intangible assets acquired. We perform an impairment assessment of goodwill on an annual basis, or whenever impairment indicators exist. In the absence of any impairment indicators, goodwill is assessed for impairment during the fourth quarter of each fiscal year. Judgments regarding the existence of impairment indicators are based on market conditions and operational performance of the business. We may assess our goodwill for impairment initially using a qualitative approach to determine whether it is more likely than not that the fair value of these assets is greater than their carrying value. When performing a qualitative test, we assess various factors including industry and market conditions, macroeconomic conditions and performance of our businesses. If the results of the qualitative assessment indicate that it is more likely than not that our goodwill and other indefinite-lived intangible assets are impaired, a quantitative impairment analysis would be performed to determine if impairment is required. We may also elect to perform a quantitative analysis of goodwill initially rather than using a qualitative approach. The impairment testing for goodwill is performed at the reporting unit level. The valuation methods used in the quantitative fair value assessment, discounted cash flow and market multiples method, require our management to make certain assumptions and estimates regarding certain industry trends and future profitability of our reporting units. If the fair value of a reporting unit exceeds the related carrying value, the reporting unit’s goodwill is considered not to be impaired and no further testing is performed. If the carrying value of a reporting unit exceeds its fair value, an impairment loss is recorded for the difference. The valuation of goodwill is affected by, among other things, our business plan for the future and estimated results of future operations. Future events could cause us to conclude that impairment indicators exist, and, therefore, that goodwill may be impaired. Intangible assets include the cost of patents or patent rights (hereinafter, collectively “patents”) and trademarks. Patent and trademark costs are amortized utilizing the straight-line method over their remaining economic useful lives. Costs incurred related to patents prior to issuance are included in prepaid patent expense until the time the patent is issued and amortization begins or until management determines it is no longer likely the patent will be issued and amounts are expensed. Edison Nation reviews long-lived assets and intangible assets for potential impairment annually and when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. In the event the expected undiscounted future cash flows resulting from the use of the asset is less than the carrying amount of the asset, an impairment loss is recorded equal to the excess of the asset’s carrying value over its fair value. If an asset is determined to be impaired, the loss is measured based on quoted market prices in active markets, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including a discounted value of estimated future cash flows. In the event that management decides to no longer allocate resources to a patent portfolio, an impairment loss equal to the remaining carrying value of the asset is recorded. | |
Revenue Recognition | Revenue Recognition Generally, the Company considers all revenues as arising from contracts with customers. Revenue is recognized based on the five-step process outlined in the Accounting Standards Codification (“ASC”) 606: Step 1 – Identify the Contract with the Customer – A contract exists when (a) the parties to the contract have approved the contract and are committed to perform their respective obligations, (b) the entity can identify each party’s rights regarding the goods or services to be transferred, (c) the entity can identify the payment terms for the goods or services to be transferred, (d) the contract has commercial substance and it is probable that the entity will collect substantially all of the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer. Step 2 – Identify Performance Obligations in the Contract – Upon execution of a contract, the Company identifies as performance obligations each promise to transfer to the customer either (a) goods or services that are distinct, or (b) a series of distinct goods or services that are substantially the same and have the same pattern of transfer to the customer. To the extent a contract includes multiple promised goods or services, the Company must apply judgement to determine whether the goods or services are capable of being distinct within the context of the contract. If these criteria are not met, the goods or services are accounted for as a combined performance obligation. Step 3 – Determine the Transaction Price – When (or as) a performance obligation is satisfied, the Company shall recognize as revenue the amount of the transaction price that is allocated to the performance obligation. The contract terms are used to determine the transaction price. Generally, all contracts include fixed consideration. If a contract did include variable consideration, the Company would determine the amount of variable consideration that should be included in the transaction price based on expected value method. Variable consideration would be included in the transaction price, if in the Company’s judgement, it is probable that a significant future reversal of cumulative revenue under the contract would not occur. Step 4 – Allocate the Transaction Price – After the transaction price has been determined, the next step is to allocate the transaction price to each performance obligation in the contract. If the contract only has one performance obligation, the entire transaction price will be applied to that obligation. If the contract has multiple performance obligations, the transaction price is allocated to the performance obligations based on the relative standalone selling price (SSP) at contract inception. Step 5 – Satisfaction of the Performance Obligations (and Recognize Revenue) – Revenue is recognized when (or as) goods or services are transferred to a customer. The Company satisfies each of its performance obligations by transferring control of the promised good or service underlying that performance obligation to the customer. Control is the ability to direct the use of and obtain substantially all of the remaining benefits from an asset. It includes the ability to prevent other entities from directing the use of and obtaining the benefits from an asset. Indicators that control has passed to the customer include: a present obligation to pay; physical possession of the asset; legal title; risks and rewards of ownership; and acceptance of the asset(s). Performance obligations can be satisfied at a point in time or over time. Substantially all of the Company’s revenues continue to be recognized when control of the goods are transferred to the customer, which is upon shipment of the finished goods to the customer. All sales have fixed pricing and there are currently no material variable components included in the Company’s revenue. Additionally, the Company will issue credits for defective merchandise, historically these credits for defective merchandise have not been material. Based on the Company’s analysis of the new revenue standards, revenue recognition from the sale of finished goods to customers, which represents substantially all of the Company’s revenues, was not impacted by the adoption of the new revenue standards. | Revenue Recognition Generally, the Company considers all revenues as arising from contracts with customers. Revenue is recognized based on the five-step process outlined in the Accounting Standards Codification (“ASC”) 606: Step 1 – Identify the Contract with the Customer – A contract exists when (a) the parties to the contract have approved the contract and are committed to perform their respective obligations, (b) the entity can identify each party’s rights regarding the goods or services to be transferred, (c) the entity can identify the payment terms for the goods or services to be transferred, (d) the contract has commercial substance and it is probably that the entity will collect substantially all of the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer. Step 2 – Identify Performance Obligations in the Contract – Upon execution of a contract, the Company identifies as performance obligations each promise to transfer to the customer either (a) goods or services that are distinct, or (b) a series of distinct goods or services that are substantially the same and have the same pattern of transfer to the customer. To the extent a contract includes multiple promised goods or services, the Company must apply judgement to determine whether the goods or services are capable of being distinct within the context of the contract. If these criteria are not met, the goods or services are accounted for as a combined performance obligation. Step 3 – Determine the Transaction Price – When (or as) a performance obligation is satisfied, the Company shall recognize as revenue the amount of the transaction price that is allocated to the performance obligation. The contract terms are used to determine the transaction price. Generally, all contracts include fixed consideration. If a contract did include variable consideration, the Company would determine the amount of variable consideration that should be included in the transaction price based on expected value method. Variable consideration would be included in the transaction price, if in the Company’s judgement, it is probable that a significant future reversal of cumulative revenue under the contract would not occur. Step 4 – Allocate the Transaction Price – After the transaction price has been determined, the next step is to allocate the transaction price to each performance obligation in the contract. If the contract only has one performance obligation, the entire transaction price will be applied to that obligation. If the contract has multiple performance obligations, the transaction price is allocated to the performance obligations based on the relative standalone selling price (SSP) at contract inception. Step 5 – Satisfaction of the Performance Obligations (and Recognize Revenue) – Revenue is recognized when (or as) goods or services are transferred to a customer. The Company satisfies each of its performance obligations by transferring control of the promised good or service underlying that performance obligation to the customer. Control is the ability to direct the use of and obtain substantially all of the remaining benefits from an asset. It includes the ability to prevent other entities from directing the use of and obtaining the benefits from an asset. Indicators that control has passed to the customer include: a present obligation to pay; physical possession of the asset; legal title; risks and rewards of ownership; and acceptance of the asset(s). Performance obligations can be satisfied at a point in time or over time. Substantially all of the Company’s revenues continue to be recognized when control of the goods are transferred to the customer, which is upon shipment of the finished goods to the customer. All sales have fixed pricing and there are currently no material variable components included in the Company’s revenue. Additionally, the Company will issue credits for defective merchandise, historically these credits for defective merchandise have not been material. Based on the Company’s analysis of the new revenue standards, revenue recognition from the sale of finished goods to customers, which represents substantially all of the Company’s revenues, was not impacted by the adoption of the new revenue standards. |
Disaggregation of Revenue | Disaggregation of Revenue The Company’s primary revenue streams include the sale and/or licensing of consumer goods and packaging materials. The Company’s licensing business is not material and has not been separately disaggregated for segment purposes. The disaggregated Company’s revenues for the three and nine months ended September 30, 2020 and 2019 were as follows: For the Three Months For the Nine Months 2020 2019 2020 2019 Revenues: Product sales $ 4,137,254 $ 3,499,116 $ 14,593,266 $ 14,982,117 Service 800 19,442 800 67,753 Licensing 113,093 14,087 204,217 189,564 Total revenues, net $ 4,251,147 $ 3,532,645 $ 14,798,283 $ 15,239,434 For the three and nine months ended September 30, 2020 and 2019, the following customer represented more than 10% of total net revenues: For the Three Months For the Nine Months 2020 2019 2020 2019 Customer: Customer A * % 11 % * % 22 % * Customer did not represent greater than 10% of total net revenue. For the three and nine months ended September 30, 2020 and 2019, the following geographical regions represented more than 10% of total net revenues: For the Three Months For the Nine Months 2020 2019 2020 2019 Region: North America 79 % 86 % 89 % 78 % Europe 17 % * 10 % 15 % * Region did not represent greater than 10% of total net revenue. | Disaggregation of Revenue The Company’s primary revenue streams include the sale and/or licensing of consumer goods and packaging materials for innovative products. The Company’s licensing business is not material and has not been separately disaggregated for segment purposes. The disaggregated Company’s revenues for the years ended December 31, 2019 and 2018 was as follows: For the Years Ended December 31, 2019 2018 Revenues: Product sales $ 19,184,428 $ 16,037,221 Service revenues - 197,068 Licensing revenues 444,634 267,920 Total revenues, net $ 19,629,062 $ 16,502,209 For the years ended December 31, 2019 and 2018, the following customers represented more than 10% of total net revenues: For the years ended 2019 2018 Customer: Customer A 14 % 21 % For the years ended December 31, 2019 and 2018, the following geographical regions represented more than 10% of total net revenues: For the Years Ended 2019 2018 Region: North America 76 % 80 % Asia-Pacific 9 % 13 % Europe 15 % 7 % |
Cost of Revenues | Cost of Revenues Cost of revenues includes freight charges, purchasing and receiving costs, depreciation and inspection costs. | |
Shipping and Handling Costs | Shipping and Handling Costs Shipping and handling costs include inbound freight costs and the cost to ship product to the customer and are included in cost of sales. | |
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 ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”) which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. 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 that are unobservable (for example, cash flow modeling inputs based on assumptions) The carrying amounts of the Company’s financial instruments, such as cash, accounts receivable, accounts payable, accrued expenses and other current liabilities approximate fair values due to the short-term nature of these instruments. The carrying amount of the Company’s notes payable approximates fair value because the effective yields on these obligations, which include contractual interest rates, taken together with other features such as concurrent issuance of warrants, are comparable to rates of returns for instruments of similar credit risk. The loan held for investment was acquired at fair value, which resulted in a discount. | Fair Value of Financial Instruments The Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”) which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. 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 that are unobservable (for example, cash flow modeling inputs based on assumptions) The carrying amounts of the Company’s financial instruments, such as cash, accounts receivable, accounts payable, accrued expenses and other current liabilities approximate fair values due to the short-term nature of these instruments. The carrying amount of the Company’s notes payable approximates fair value because the effective yields on these obligations, which include contractual interest rates, taken together with other features such as concurrent issuance of warrants, are comparable to rates of returns for instruments of similar credit risk. The loan held for investment was acquired at fair value, which resulted in a discount. The following changes in level 3 instruments for the year ended December 31, 2019 are presented below: Contingent Balance, January 1, 2019 $ (520,000 ) Change in fair value of earnout 520,000 Balance, December 31, 2019 $ - |
Sequencing Policy | Sequencing Policy Under ASC 815-40-35, the Company follows a sequencing policy whereby, in the event that reclassification of contracts from equity to assets or liabilities is necessary pursuant to ASC 815 due to the Company’s inability to demonstrate it has sufficient authorized shares as a result of certain securities with a potentially indeterminable number of shares, shares will be allocated on the basis of the earliest issuance date of potentially dilutive instruments, with the earliest grants receiving the first allocation of shares. Pursuant to ASC 815, issuance of securities to the Company’s employees or directors are not subject to the sequencing policy. | |
Foreign Currency Translation | Foreign Currency Translation The Company uses the United States dollar as its functional and reporting currency since the majority of the Company’s revenues, expenses, assets and liabilities are in the United States. Assets and liabilities in foreign currencies are translated using the exchange rate at the balance sheet date, while revenue and expense accounts are translated at the average exchange rates prevailing during the year. Equity accounts are translated at historical exchange rates. Gains and losses from foreign currency transactions and translation for the three and nine months ended September 30, 2020 and 2019 and the cumulative translation gains and losses as of September 30, 2020 and December 31, 2019 were not material. | Foreign Currency Translation The Company uses the United States dollar as its functional and reporting currency since the majority of the Company’s revenues, expenses, assets and liabilities are in the United States. Assets and liabilities in foreign currencies are translated using the exchange rate at the balance sheet date, while revenue and expense accounts are translated at the average exchange rates prevailing during the year. Equity accounts are translated at historical exchange rates. Gains and losses from foreign currency transactions and translation for the years ended December 31, 2019 and 2018 and the cumulative translation gains and losses as of December 31, 2019 and 2018 were not material. |
Income Taxes | Income Taxes The Company accounts for income taxes under the provisions of the Financial Accounting Standards Board (“FASB”) ASC Topic 740 “Income Taxes” (“ASC Topic 740”). The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. The Company utilizes 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. Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s consolidated financial statements as of December 31, 2019 and 2018. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses in the statements of operations. | |
Net Earnings or Loss Per Share | Net Earnings or Loss per Share Basic net loss per common share is computed by dividing net loss by the weighted average number of vested common shares outstanding during the period. Diluted net income per common share is computed by dividing net income by the weighted average number vested of common shares, plus the net impact of common shares (computed using the treasury stock method), if dilutive, resulting from the exercise of dilutive securities. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. As of September 30, 2020, the Company excluded the common stock equivalents summarized below, which entitle the holders thereof to ultimately acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive. September 30, 2020 September 30, 2019 Selling Agent Warrants 160,492 89,992 Shares reserved in exchange for the cancellation of certain non-voting membership interest in Edison Nation Holdings, LLC - 990,000 Options 80,000 290,000 Convertible shares under notes payable 558,803 285,632 Warrants for noteholders 625,000 - Restricted stock units 120,000 - Shares to be issued 165,000 - Total 1,709,295 1,655,624 | Net Earnings or Loss per Share Basic net (loss) income per common share is computed by dividing net (loss) income by the weighted average number of vested common shares outstanding during the period. Diluted net income per common share is computed by dividing net income by the weighted average number vested of common shares, plus the net impact of common shares (computed using the treasury stock method), if dilutive, resulting from the exercise of dilutive securities. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. As of December 31, 2019, the Company excluded the common stock equivalents summarized below, which entitle the holders thereof to ultimately acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive. December 31, 2019 Selling Agent Warrants 160,492 Shares reserved in exchange for the cancellation of certain non-voting membership interest in Edison Nation Holdings, LLC 990,000 Options 80,000 Convertible shares under notes payable 285,632 Warrants for noteholders 50,000 Restricted stock units 210,000 Shares to be issued to consultants 412,500 Total 2,188,624 |
Deferred Financing Costs | Deferred Financing Costs Deferred financing costs include debt discounts and debt issuance costs related to a recognized debt liability and are presented in the balance sheet as a direct deduction from the carrying value of the debt liability. Amortization of deferred financing costs are included as a component of interest expense. Deferred financing costs are amortized using the straight-line method over the term of the recognized debt liability which approximates the effective interest method. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In October 2018, the FASB issued new accounting guidance for Variable Interest Entities, which requires indirect interests held through related parties in common control arrangements be considered on a proportional basis for determining whether fees paid to decision makers and service providers are variable interests. The guidance is effective for the Company’s interim and annual reporting periods during the year ending December 31, 2020. Early adoption is permitted. The Company currently does not believe that the adoption of this accounting guidance will have a material impact on its consolidated financial statements and related disclosures. In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)”. This ASU reduces the number of accounting models for convertible debt instruments and convertible preferred stock. As well as amend the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related EPS guidance. This guidance is effective for interim and annual reporting periods beginning after December 15, 2021; Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Adoption is either a modified retrospective method or a fully retrospective method of transition. The Company is currently assessing the impact the new guidance will have on our consolidated financial statements. | Recent Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update No. 2016-02 (ASU 2016-02) which amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. This accounting guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, with early adoption permitted. Additionally, this accounting guidance requires a modified retrospective transition approach for all leases existing at, or entered into after the date of initial application, with an option to use certain transition relief. In July 2018, the FASB issued a practical expedient that would allow entities the option to apply the provisions of the new lease guidance at the effective date of adoption without adjusting the comparative periods presented. The Company adopted this standard in the first quarter of 2019 and the adoption had the following impact on the Company’s results and consolidated financial statements: The Company has elected the “package of practical expedients” and as a result is not required to reassess its prior accounting conclusions about lease identification, lease classification and initial direct costs for lease contracts that exist as of the transition date. However, the Company has not elected the use of hindsight for determining the reasonably certain lease term. The new lease standard also provides practical expedients and policy elections for an entity’s ongoing accounting. The Company has elected the practical expedient to not separate lease and non-lease components for all of its leases. The Company has elected the short-term lease recognition exemption, which results in no recognition of right-of-use assets and lease liabilities for existing short-term leases at transition. Upon adoption on January 1, 2019, the Company recognized right of use assets for operating leases and operating lease liabilities that have not previously been recorded. The lease liability for operating leases is based on the net present value of future minimum lease payments. The right of use asset for operating leases is based on the lease liability. The Company did not have any deferred rent or material prepaid rent. The cumulative effect of initially applying the new lease accounting standard as of January 1, 2019 is as follows: January 1, Cumulative January 1, Assets: Right of use assets – operating leases $ - $ 943,997 $ 943,997 Liabilities: Current portion of operating lease liabilities $ - $ 261,866 $ 261,866 Operating lease liabilities, net of current portion $ - $ 682,131 $ 682,131 The adoption of the standard did not result in any material changes to the recognition of operating lease expenses in the Company’s consolidated statements of operations. In January 2017, the FASB issued Accounting Standards Update No. 2017-04 (ASU 2017-04), “Simplifying the Test for Goodwill Impairment”, which removes Step 2 from the goodwill impairment test. ASU 2017-04 requires that if a reporting unit’s carrying value exceeds its fair value, an impairment charge would be recognized for the excess amount, not to exceed the carrying amount of goodwill. ASU 2017-04 will be effective for interim and annual reporting periods beginning after December 15, 2019. Early application is permitted after January 1, 2017. The Company early adopted ASU 2017-04 in the third quarter of 2018. The Company recognized an impairment charge of $4,443,000 under the simplified test for goodwill impairment. In June 2018, the FASB issued an amendment to the accounting guidance related to accounting for employee share-based payments which clarifies that an entity should recognize excess tax benefits in the period in which the amount of the deduction is determined. This amendment is effective for annual periods beginning after December 15, 2018. The Company adopted this accounting guidance in the first quarter of 2019 with no impact on our financial statements. In August 2018, the FASB issued new accounting guidance that addresses the accounting for implementation costs associated with a hosted service. The guidance provides that implementation costs be evaluated for capitalization using the same criteria as that used for internal-use software development costs, with amortization expense being recorded in the same income statement expense line as the hosted service costs and over the expected term of the hosting arrangement. This guidance is effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. The guidance will be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We have not yet adopted this accounting guidance and are currently evaluating the effect this accounting guidance will have on our financial statements. In August 2018, the FASB issued new accounting guidance that eliminates, adds and modifies certain disclosure requirements for fair value measurements. Among the changes, an entity will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. ASU 2018-13 is effective for interim and annual reporting periods beginning after December 15, 2019; early adoption is permitted. Since this accounting guidance only revises disclosure requirements, it will not have a material impact on the Company’s consolidated financial statements. In October 2018, the FASB issued new accounting guidance for Variable Interest Entities, which requires indirect interests held through related parties in common control arrangements be considered on a proportional basis for determining whether fees paid to decision makers and service providers are variable interests. The guidance is effective for the Company’s interim and annual reporting periods during the year ending December 31, 2020. Early adoption is permitted. The Company currently does not believe that the adoption of this accounting guidance will have a material impact on its consolidated financial statements and related disclosures. |
Subsequent Events | Subsequent Events The Company has evaluated subsequent events through the date which the financial statements were issued. Based upon such evaluation, except for items described in Note 8 and Note 10, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements. | Subsequent Events The Company has evaluated subsequent events through the date which the financial statements were issued. Based upon the evaluation, except for items described in Note 16, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements. |
Segment Reporting | Segment Reporting The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker is the Chairman and Chief Executive Officer (“CEO”) of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. The Company deploys resources on a consolidated level to all brands of the Company and therefore the Company only identifies one reportable operating segment with multiple product offerings. | Segment Reporting The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker is the Chairman and Chief Executive Officer (“CEO”) of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. The Company deploys resources on a consolidated level to all brands of the Company and therefore the Company only identifies one reportable operating segment with multiple product offerings. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Schedule of Disaggregation of Revenue | The disaggregated Company’s revenues for the three and nine months ended September 30, 2020 and 2019 were as follows: For the Three Months For the Nine Months 2020 2019 2020 2019 Revenues: Product sales $ 4,137,254 $ 3,499,116 $ 14,593,266 $ 14,982,117 Service 800 19,442 800 67,753 Licensing 113,093 14,087 204,217 189,564 Total revenues, net $ 4,251,147 $ 3,532,645 $ 14,798,283 $ 15,239,434 | The disaggregated Company’s revenues for the years ended December 31, 2019 and 2018 was as follows: For the Years Ended December 31, 2019 2018 Revenues: Product sales $ 19,184,428 $ 16,037,221 Service revenues - 197,068 Licensing revenues 444,634 267,920 Total revenues, net $ 19,629,062 $ 16,502,209 |
Schedules of Concentration of Risk, by Risk Factor | For the years ended December 31, 2019 and 2018, the following customers represented more than 10% of total net revenues: For the years ended 2019 2018 Customer: Customer A 14 % 21 % | |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas | For the three and nine months ended September 30, 2020 and 2019, the following customer represented more than 10% of total net revenues: For the Three Months For the Nine Months 2020 2019 2020 2019 Customer: Customer A * % 11 % * % 22 % * Customer did not represent greater than 10% of total net revenue. For the three and nine months ended September 30, 2020 and 2019, the following geographical regions represented more than 10% of total net revenues: For the Three Months For the Nine Months 2020 2019 2020 2019 Region: North America 79 % 86 % 89 % 78 % Europe 17 % * 10 % 15 % * Region did not represent greater than 10% of total net revenue. | For the years ended December 31, 2019 and 2018, the following geographical regions represented more than 10% of total net revenues: For the Years Ended 2019 2018 Region: North America 76 % 80 % Asia-Pacific 9 % 13 % Europe 15 % 7 % |
Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following changes in level 3 instruments for the year ended December 31, 2019 are presented below: Contingent Balance, January 1, 2019 $ (520,000 ) Change in fair value of earnout 520,000 Balance, December 31, 2019 $ - | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | As of September 30, 2020, the Company excluded the common stock equivalents summarized below, which entitle the holders thereof to ultimately acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive. September 30, 2020 September 30, 2019 Selling Agent Warrants 160,492 89,992 Shares reserved in exchange for the cancellation of certain non-voting membership interest in Edison Nation Holdings, LLC - 990,000 Options 80,000 290,000 Convertible shares under notes payable 558,803 285,632 Warrants for noteholders 625,000 - Restricted stock units 120,000 - Shares to be issued 165,000 - Total 1,709,295 1,655,624 | As of December 31, 2019, the Company excluded the common stock equivalents summarized below, which entitle the holders thereof to ultimately acquire shares of common stock, from its calculation of earnings per share, as their effect would have been anti-dilutive. December 31, 2019 Selling Agent Warrants 160,492 Shares reserved in exchange for the cancellation of certain non-voting membership interest in Edison Nation Holdings, LLC 990,000 Options 80,000 Convertible shares under notes payable 285,632 Warrants for noteholders 50,000 Restricted stock units 210,000 Shares to be issued to consultants 412,500 Total 2,188,624 |
Schedule of Cumulative Effect of Initially Applying the New Lease Accounting Standard | The cumulative effect of initially applying the new lease accounting standard as of January 1, 2019 is as follows: January 1, Cumulative January 1, Assets: Right of use assets – operating leases $ - $ 943,997 $ 943,997 Liabilities: Current portion of operating lease liabilities $ - $ 261,866 $ 261,866 Operating lease liabilities, net of current portion $ - $ 682,131 $ 682,131 |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Business Combinations [Abstract] | ||
Schedule of Business Combination of Assets and Liabilities | The table below shows the assets and liabilities that the Company was relieved of in the transaction: February 17, 2020 Accounts payable 4,005,605 Accrued Expenses 370,289 Income Tax Payable 14,473 Notes Payable 900,000 Non-Controlling Interest 26,393 Shares to be issued to Buyer (405,000 ) Gain on divestiture $ 4,911,760 | |
Summary of the Aggregate Purchase Price Consideration Paid | The following table summarizes the aggregate purchase price consideration paid for acquisitions during 2019: Uber Mom Cash paid $ 52,352 Fair value of issued shares 98,613 Purchase consideration $ 150,965 The following table summarizes the aggregate purchase price consideration paid for acquisitions during 2018: Edison Nation Best Party Holdings, LLC Cloud B, Inc. Pirasta, LLC Concepts, LLC Cash paid 950,000 - $ - $ - Fair value of issued shares 3,384,285 2,664,200 - - Fair value of reserved shares 6,014,250 - - - Issuance of debt 1,428,161 - - - Settlement of due from related party - - 470,000 500,000 Fair value of contingent consideration - 520,000 - - Adjustment to purchase price – earnout (520,000 ) Purchase consideration $ 11,776,696 $ 2,664,200 $ 470,000 $ 500,000 | |
Summary of Preliminary Purchase Price Allocation of Fair Values of the Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary purchase price allocation of fair values of the assets acquired and liabilities assumed during 2018 at the date of acquisition: Edison Nation Best Party Holdings, LLC Cloud B, Inc. Pirasta, LLC Concepts, LLC Cash and cash equivalents $ 68,681 $ 104,744 $ 3,629 $ 365 Accounts receivable 15,958 636,755 7,696 6,906 Inventory - 566,500 36,537 139,918 Other assets 39,691 172,747 - 4.356 Property and equipment 1,852 53,345 - 10,931 Goodwill 5,497,242 3,364,432 354,836 - Intangible assets 6,400,000 6,600,000 - - Total assets acquired 12,023,424 11,498,523 402,698 162,476 Debt - 1,400,000 - - Accounts payable 227,025 5,748,797 2,052 34,041 Accrued expenses and other liabilities 19,703 527,526 119,198 513,502 Total liabilities assumed 246,728 7,676,323 121,250 547,543 Noncontrolling interest - 1,158,000 - (192,534 ) Distribution to shareholder - - (188,552 ) (692,533 ) $ 11,776,696 $ 2,664,200 $ 470,000 $ 500,000 The following table summarizes the preliminary purchase price allocation of fair values of the assets acquired and liabilities assumed during 2019 at the date of acquisition: Uber Mom Inventory $ 52,352 Goodwill 98,613 Total assets acquired $ 150,965 | |
Schedule of Pro Forma Information | The following represents the pro forma consolidated income statement as if the acquisitions had been included in the consolidated results of the Company for the entire years ending December 31, 2018: Years Ended December 31, 2018 Revenues, net $ 20,988,594 Cost of revenues 13,566,605 Gross profit 7,421,989 Operating expenses: Selling, general and administrative 13,144,691 Operating (loss) income (5,722,702 ) Other (expense) income: Other (expense) income (398,406 ) (Loss) income before income taxes (6,121,108 ) Income tax expense 304,298 Net (loss) income $ (6,425,406 ) Net (loss) income attributable to noncontrolling interests (415,466 ) Net (loss) income attributable to Edison Nation, Inc. (6,009,940 ) Net (loss) income per share - basic and diluted $ (1.09 ) Weighted average number of common shares outstanding – basic and diluted 5,513,706 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | The following table presents the carrying values of the assets and liabilities of entities that are VIEs and consolidated by the Company at September 30, 2020: September 30, 2020 December 31, 2019 (Unaudited) Assets Current assets: Cash and cash equivalents $ 114,875 $ 6,234 Accounts receivable, net 906,020 21,697 Inventory 249,896 51,090 Prepaid expenses and other current assets 1,072,378 379,561 Total current assets 2,343,169 458,582 Property and equipment, net 19,671 32,661 Total assets $ 2,362,840 $ 491,243 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 198,704 $ 337,648 Accrued expenses and other current liabilities 80,631 - Deferred revenues 857,500 - Line of credit, net of debt issuance costs of $0 and $15,573, respectively 1,153,800 - Notes payable, current 150,000 - Due to related party 315,666 315,666 Total current liabilities 2,756,301 12,973,319 The following table presents the operations of entities that are VIEs and consolidated by the Company at September 30, 2020: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2020 2019 2020 2019 Revenues, net $ 184,715 $ 80,120 $ 1,459,192 $ 285,542 Cost of revenues 69,191 49,590 1,064,114 124,659 Gross profit 115,524 30,530 395,078 160,883 Operating expenses: Selling, general and administrative 91,114 100,961 294,676 192,699 Operating income 24,410 (70,431 ) 100,402 (31,816 ) Other (expense) income: Interest expense (73,840 ) - (130,796 ) - Total other (expense) income (73,840 ) - (130,796 ) - Loss before income taxes (49,430 ) (70,431 ) (30,394 ) (31,816 ) Income tax expense - - - - Net (loss) income $ (49,430 ) $ (70,431 ) $ (30,394 ) $ (31,816 ) |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Credit Loss [Abstract] | ||
Schedule of Accounts Receivable | As of September 30, 2020 and December 31, 2019, accounts receivable consisted of the following: September 30, 2020 December 31, 2019 Accounts receivable $ 3,223,291 $ 2,185,859 Less: Allowance for doubtful accounts (77,761 ) (77,760 ) Total accounts receivable, net $ 3,145,530 $ 2,108,099 | As of December 31, 2019 and 2018, accounts receivable consisted of the following: December 31, December 31, 2019 2018 Accounts receivable $ 2,185,859 $ 1,889,112 Less: Allowance for doubtful accounts (77,760 ) (11,761 ) Total accounts receivable, net $ 2,108,099 $ 1,877,351 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | ||
Schedule of Inventory | As of September 30, 2020 and December 31, 2019, inventory consisted of the following: September 30, December 31, 2020 2019 Raw materials $ 34,737 $ 49,232 Finished goods 1,580,613 1,419,993 Reserve for obsolescence (100,000 ) (100,000 ) Total inventory $ 1,515,351 $ 1,369,225 | As of December 31, 2019 and 2018, inventory consisted of the following: December 31, December 31, 2019 2018 Raw materials $ 49,232 $ 48,576 Finished goods 1,319,993 875,131 Total inventory $ 1,369,225 $ 923,707 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | As of December 31, 2019 and 2018, accrued expenses and other current liabilities consisted of the following: December 31, December 31, 2019 2018 Deposits on inventory $ 680,792 $ 133,073 Deposits 11,409 66,862 Prepaid insurance 46,848 59,892 Accrued revenue 18,966 36,657 Prepaid consulting fees 137,328 251,000 Other 22,090 64,211 Total prepaid expenses and other current assets $ 917,433 $ 611,695 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | As of December 31, 2019 and 2018, property and equipment consisted of the following: December 31, December 31, 2019 2018 Land $ 79,100 $ 79,100 Buildings – rental property 445,635 427,704 Building improvements 766,859 760,017 Equipment and machinery 3,917,080 3,929,332 Furniture and fixtures 387,836 322,157 Computer software 23,518 23,518 Molds 4,651,889 4,589,153 Vehicles 521,962 502,960 10,793,879 10,633,941 Less: accumulated depreciation (9,861,911 ) (9,635,078 ) Total property and equipment, net $ 931,968 $ 998,863 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying amount of goodwill for the year ended December 31, 2019 consisted of the following: Total Balance, January 1, 2018 $ - Acquisitions 9,736,510 Balance, January 1, 2019 $ 9,736,510 Acquisition of Uber Mom 98,613 Impairment (4,443,000 ) Balance, December 31, 2019 $ 5,392,123 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | As of December 31, 2019, intangible assets consisted of the following: Gross Net Carrying Accumulated Carrying Amount Amortization Amount Finite lived intangible assets: Customer relationships 15 years 13.8 years $ 4,270,000 $ 339,556 $ 3,930,444 Developed technology 7 years 5.7 years 3,800,000 697,619 3,102,381 Membership network 7 years 5.7 years 1,740,000 331,429 1,408,571 Non-compete agreements 2 years .7 years 50,000 33,333 16,667 Total finite lived intangible assets $ 9,860,000 $ 1,401,937 $ 8,458,063 Indefinite lived intangible assets: Trademarks and tradenames Indefinite $ 3,140,000 $ - $ 3,140,000 Total indefinite lived intangible assets $ 3,140,000 $ - $ 3,140,000 Total intangible assets $ 13,000,000 $ 1,401,937 $ 11,598,063 As of December 31, 2018, intangible assets consisted of the following: Gross Net Carrying Accumulated Carrying Amount Amortization Amount Finite lived intangible assets: Customer relationships 15 years 14.8 years $ 4,270,000 $ 61,555 $ 4,208,445 Developed technology 7 years 6.7 years 3,800,000 159,524 3,640,476 Membership network 7 years 6.7 years 1,740,000 82,857 1,657,143 Non-compete agreements 2 years 1.7 years 50,000 8,333 41,667 Total finite lived intangible assets $ 9,860,000 $ 312,269 $ 9,547,731 Indefinite lived intangible assets: Trademarks and tradenames Indefinite $ 3,140,000 $ - $ 3,140,000 Total indefinite lived intangible assets $ 3,140,000 $ - $ 3,140,000 Total intangible assets $ 13,000,000 $ 312,269 $ 12,687,731 |
Schedule of Estimated Future Amortization of Intangibles | The estimated future amortization of intangibles subject to amortization at December 31, 2019 was as follows: For the Years Ended December 31, Amount 2020 $ 1,092,762 2021 1,076,095 2022 1,076,095 2023 1,076,095 2024 1,076,095 Thereafter $ 3,060,921 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | As of December 31, 2019 and 2018, accrued expenses and other current liabilities consisted of the following: December 31, December 31, 2019 2018 Accrued taxes - other $ 261,396 $ 259,559 Accrued payroll and benefits 482,719 175,336 Accrued professional fees 201,318 133,261 Customer deposits 13,212 35,094 Accrued interest 341,559 269,782 Accrued legal contingencies 240,105 - Other 54,359 262,519 Total accrued expenses and other current liabilities $ 1,594,668 $ 1,135,551 |
Debt (Tables)
Debt (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Schedule of Debt | As of September 30, 2020 and December 31, 2019, debt consisted of the following: September 30, 2020 December 31, 2019 Line of credit: Secured line of credit $ 1,153,800 $ - Receivables financing 462,868 472,567 Debt issuance costs - (15,573 ) Total lines of credit 1,616,668 456,995 Convertible notes payable: Senior convertible notes payable – related parties 1,428,161 1,428,161 Convertible notes payable 560,000 - Debt issuance costs (353,664 ) (366,666 ) Total convertible notes payable 1,634,497 1,061,495 Less: current portion of long-term convertible notes payable (498,002 ) - Noncurrent portion of long-term convertible notes payable 1,136,495 1,061,495 Notes payable: Notes payable 1,790,641 1,621,015 Debt issuance costs (148,278 ) (212,848 ) Total long-term debt 1,642,363 1,408,167 Less: current portion of long-term debt (821,092 ) (1,365,675 ) Noncurrent portion of long-term debt 821,271 42,492 Notes payable – related parties: Notes payable 2,667,513 3,282,021 Less: current portion of long-term debt – related parties (1,214,698 ) (1,686,352 ) Noncurrent portion of long-term debt – related parties $ 1,452,815 $ 1,595,669 | As of December 31, 2019 and December 31, 2018, debt consisted of the following: December 31, December 31, 2019 2018 Line of credit: Asset backed line of credit $ 472,567 $ 561,804 Debt issuance costs (15,573 ) (30,000 ) Total line of credit 456,995 531,804 Senior convertible notes payable: Senior convertible notes payable 1,428,161 1,428,161 Debt issuance costs (366,666 ) (466,667 ) Total long-term senior convertible notes payable 1,061,495 961,494 Less: current portion of long-term notes payable - - Noncurrent portion of long-term convertible notes payable 1,061,495 961,494 Notes payable: Notes payable 1,621,015 370,250 Debt issuance costs (212,848 ) - Total long-term debt 1,408,167 370,250 Less: current portion of long-term debt (1,365,675 ) (313,572 ) Noncurrent portion of long-term debt 42,492 56,678 Notes payable – related parties: Notes payable 3,282,021 3,464,191 Less: current portion of long-term debt – related parties (1,686,352 ) (932,701 ) Noncurrent portion of long-term debt – related parties $ 1,595,669 $ 2,531,490 |
Schedule of Maturities of Long-term Debt | The scheduled maturities of the debt for the next five years as of December 31 st For the Years Ended December 31, Amount 2020 (excluding the nine months ended September 30, 2020) 4,206,810 2021 206,760 2022 2,209,137 2023 1,440,275 Thereafter - 8,062,982 Less: debt discount (501,941 ) $ 7,561,041 | The scheduled maturities of the debt for the next five years as of December 31, 2019, are as follows: For the Years Ended December 31, Amount 2020 $ 3,737,443 2021 206,760 2022 1,419,285 2023 1,440,278 2024 - Thereafter - $ 6,803,766 Less: debt discount (595,088 ) $ 6,208,678 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Before Income Tax, Domestic and Foreign | United States and foreign components of income before income taxes were as follows: For the Years Ended December 31, 2019 2018 United States $ (14,210,716 ) $ (5,828,261 ) Foreign (7,811 ) 788,159 Income before income taxes $ (14,218,527 ) $ (5,040,102 ) |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to deferred tax assets or liabilities are presented below: For the Years Ended December 31, 2019 2018 Deferred tax assets: Stock-based compensation $ 987,747 $ 682,115 Goodwill and intangible assets - 19,410 Operating lease liabilities 158,430 - Net operating loss carryforwards 2,324,863 493,063 Less: valuation allowance (2,424,196 ) (1,194,587 ) Net deferred tax assets $ 1,046,844 $ - Deferred tax liabilities: Right of use assets (153,741 ) - Goodwill and intangible assets (811,000 ) - Property and equipment $ (82,103 ) $ 341 Net deferred tax liabilities $ (1,046,844 ) $ 341 Net deferred tax liabilities $ - $ 341 |
Schedule of Components of Income Tax Expense (Benefit) | The income tax provision (benefit) consists of the following: For the Years Ended December 31, 2019 2018 Current: Federal $ - $ 10,185 Foreign 3,166 292,491 State and local (22,372 ) 35,107 Total current $ (19,206 ) $ 337,783 Deferred: Federal $ (896,468 ) $ (722,975 ) Foreign (341 ) (2,316 ) State and local (333,141 ) (10,102 ) Less: valuation allowance 1,229,609 701,525 Total deferred $ (341 ) $ (33,868 ) Income tax provision (benefit) $ 19,547 $ 303,915 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: For the Years Ended December 31, 2019 2018 Tax at federal statutory rate 21.0 % 21.0 % Effect of U.S. tax law change 0.0 % 0.0 % U.S. income attributable to pass-through entity 0.0 % 0.0 % U.S. income subject to valuation allowance -14.6 % -20.5 % State and local income taxes 0.2 % 0.0 % Foreign income not subject to U.S. federal tax 0.0 % 0.0 % Foreign tax 0.0 % -6.3 % Nondeductible expenses -6.5 % 0.0 % Other 0.0 % -0.2 % Effective income tax rate 0.1 % -6.0 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Reconciliation of Future Undiscounted Cash Flows | The following is a reconciliation of future undiscounted cash flows to the operating liabilities, and the related right of use assets, included in our Condensed Consolidated Balance Sheets as of December 31, 2019: December 31, 2019 2020 315,660 2021 267,249 2022 96,288 2023 78,648 2024 52,432 2025 and thereafter - Total future lease payments 810,277 Less: imputed interest (55,850 ) Present value of future operating lease payments 754,427 Less: current portion of operating lease liabilities (272,215 ) Operating lease liabilities, net of current portion 482,212 Right of use assets – operating leases, net 732,100 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
Schedule of Share-based Compensation, Stock Options, Activity | The following table summarizes stock option award activity for the nine months ended September 30, 2020: Shares Weighted Average Exercise Price Remaining Contractual Life in Years Aggregate Intrinsic Value Balance, January 1, 2020 80,000 $ 7.01 3.7 - Granted - - - - Balance, September 30, 2020 80,000 $ 7.01 3.2 - Exercisable, September 30, 2020 80,000 $ 7.01 3.2 - | The following table summarizes stock option award activity during 2019: Shares Weighted Average Exercise Price Remaining Contractual Life in Years Aggregate Intrinsic Value Balance, January 1, 2019 290,000 $ 5.55 4.2 - Granted - - - - Forfeited (210,000 ) 5.00 - - Balance, December 31, 2019 80,000 7.01 3.7 - Exercisable, December 31, 2019 53,333 7.01 3.7 - |
Schedule of Stock Compensation Expense by Award Type | The exercise price of stock options are equal to the fair market value of the underlying Company common stock on the date of grant. For the Twelve Months 2019 2018 Stock option awards $ 175,675 $ 304,745 Non-employee awards 1,564,670 2,329,874 Restricted stock unit awards 447,300 559,499 Phantom stock awards 112,270 54,048 $ 2,299,915 $ 3,248,166 |
Basis of Presentation and Nat_2
Basis of Presentation and Nature of Operations (Details Narrative) - USD ($) | Oct. 01, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2017 |
Salary reductions percentage | 20.00% | |||||||||
Operating loss | $ (1,892,561) | $ (2,307,736) | $ (5,617,264) | $ (4,912,541) | $ (13,026,228) | $ (4,641,696) | ||||
Operating income loss from noncash activities | 3,703,865 | 8,064,101 | ||||||||
Operating income loss from nonrecurring items | 554,741 | 364,320 | ||||||||
Assets, current | 6,723,083 | 6,723,083 | 4,955,365 | 5,465,484 | ||||||
Liabilities, current | 10,115,092 | 10,115,092 | 12,973,319 | 8,878,936 | ||||||
Working capital | 3,392,009 | 3,392,009 | (8,017,954) | |||||||
Related party note payables | 1,214,697 | 1,214,697 | ||||||||
Accrued related party interest expense | 219,396 | 219,396 | ||||||||
Assets | 24,405,755 | 24,405,755 | 23,609,619 | 28,888,588 | ||||||
Liabilities | 13,780,773 | 13,780,773 | 16,155,187 | 12,948,949 | ||||||
Stockholders' equity | 10,624,982 | 11,055,468 | 10,624,982 | 11,055,468 | $ 7,454,432 | 15,939,639 | $ 10,940,502 | $ 13,375,008 | $ (232,630) | |
Debt interest expense | $ 1,004,626 | $ 349,172 | 2,667,513 | $ 875,036 | $ 501,221 | |||||
Interest expense | $ 219,396 | |||||||||
Description of cost cutting initiatives | Cost saving initiatives related to synergies and the elimination of redundant costs of approximately $1,500,000, of which approximately $168,000 impacted the three months ended September 30, 2020. | |||||||||
Minimum [Member] | ||||||||||
Sale of additional equity | $ 5,000,000 | |||||||||
Maximum [Member] | ||||||||||
Sale of additional equity | 10,000,000 | |||||||||
Subsequent Event [Member] | ||||||||||
Proceeds from receivables financial agreement | $ 125,000 | |||||||||
Related to Depreciation, Amortization and Stock-based Compensation | ||||||||||
Operating loss | 3,703,865 | |||||||||
Related to Transaction Costs, Restructuring Charges and Other Non-recurring and Redundant [Member] | ||||||||||
Operating loss | $ 554,741 | |||||||||
Best Party Concepts [Member] | ||||||||||
Business acquisition, percentage of voting interests acquired | 50.00% | 50.00% | 50.00% | |||||||
Global Clean Solutions, LLC [Member] | ||||||||||
Business acquisition, percentage of voting interests acquired | 50.00% | 50.00% |
Basis of Presentation and Nat_3
Basis of Presentation and Nature of Operations (Details Narrative) (10-K) - USD ($) | Nov. 06, 2019 | Oct. 02, 2019 | May 13, 2019 | Oct. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2020 | Aug. 23, 2019 | Jun. 30, 2019 | Oct. 29, 2018 | Dec. 31, 2017 |
Number of common stock issued, value | $ 2,039,303 | $ 5,315,176 | |||||||||||||
Value of shares issued to acquire assets | 3,384,285 | ||||||||||||||
Operating income (loss) | $ (1,892,561) | $ (2,307,736) | $ (5,617,264) | $ (4,912,541) | (13,026,228) | (4,641,696) | |||||||||
Operating income loss from non cash activities | 3,703,865 | 8,064,101 | |||||||||||||
Operating income loss from non recurring items | 554,741 | 364,320 | |||||||||||||
Assets, current | 6,723,083 | 6,723,083 | 4,955,365 | 5,465,484 | |||||||||||
Liabilities, current | 10,115,092 | 10,115,092 | 12,973,319 | 8,878,936 | |||||||||||
Working capital | 3,392,009 | 3,392,009 | (8,017,954) | ||||||||||||
Trade payables unsecured | 4,015,484 | ||||||||||||||
Assets | 24,405,755 | 24,405,755 | 23,609,619 | 28,888,588 | |||||||||||
Liabilities | 13,780,773 | 13,780,773 | 16,155,187 | 12,948,949 | |||||||||||
Total stockholders' equity | 10,624,982 | $ 11,055,468 | 10,624,982 | $ 11,055,468 | 7,454,432 | 15,939,639 | $ 10,940,502 | $ 13,375,008 | $ (232,630) | ||||||
Depreciation, amortization and stock-based compensation | 3,621,101 | ||||||||||||||
Restructuring and related cost, incurred cost | 2,414,799 | ||||||||||||||
Unsecured creditor in amount | 4,015,484 | ||||||||||||||
Unpaid balance of debt | 900,000 | ||||||||||||||
Outstanding balances under notes payable | $ 821,092 | $ 821,092 | 1,365,675 | $ 313,572 | |||||||||||
Total liabilities in consolidation | 7,100,000 | ||||||||||||||
Liabilities to be eliminated due to foreclosure | 1,700,000 | ||||||||||||||
Net liabilities in consolidation | $ 5,400,000 | ||||||||||||||
Common stock, par or stated value per share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||
Proceeds from issuance of common stock | $ 2,039,303 | $ 2,048,562 | $ 5,315,176 | ||||||||||||
Sale of stock, consideration received per transaction | 2,350,000 | ||||||||||||||
Payments for placement agent and lawyers fees | $ 310,697 | ||||||||||||||
Payments of related party debt | 455,099 | ||||||||||||||
Elimination of redundant costs | $ 1,500,000 | ||||||||||||||
Placement Agent Warrants [Member] | |||||||||||||||
Number of warrants to purchase shares of common stock | 70,500 | ||||||||||||||
Warrants, exercise price | $ 2.50 | ||||||||||||||
PIPE Purchase Agreement [Member] | Accredited Investors [Member] | |||||||||||||||
Stock issued during period, shares | 1,175,000 | ||||||||||||||
Common stock, par or stated value per share | $ 0.001 | ||||||||||||||
Share price | $ 2 | ||||||||||||||
Debt instrument, convertible, conversion price | $ 2 | ||||||||||||||
Debt conversion, converted instrument, shares issued | 560,185 | ||||||||||||||
Uber Mom, LLC [Member] | |||||||||||||||
Number of common stock issued, value | $ 22,500 | ||||||||||||||
Value of shares issued to acquire assets | $ 52,352 | ||||||||||||||
Alexander Capital, LP [Member] | |||||||||||||||
Payments for placement agent commission | $ 141,000 | ||||||||||||||
Payments for placement agent debt restructuring fee | 64,208 | ||||||||||||||
Payments for placement agent debt conversion fee | 15,889 | ||||||||||||||
Payments for placement agent fees | $ 33,600 | ||||||||||||||
Cloud B, Inc. [Member] | |||||||||||||||
Business acquisition, percentage of voting interests acquired | 72.15% | 72.15% | |||||||||||||
Senior secured position on promissory note | $ 2,270,000 | ||||||||||||||
Outstanding balances under notes payable | $ 1,700,000 | ||||||||||||||
Best Party Concepts [Member] | |||||||||||||||
Business acquisition, percentage of voting interests acquired | 50.00% | 50.00% | 50.00% | ||||||||||||
Ed Roses, LLC [Member] | |||||||||||||||
Business acquisition, percentage of voting interests acquired | 50.00% | ||||||||||||||
Equity method investment, ownership percentage | 50.00% | ||||||||||||||
Cloud B UK [Member] | |||||||||||||||
Equity method investment, ownership percentage | 100.00% | ||||||||||||||
4Keeps Roses, Inc [Member] | |||||||||||||||
Equity method investment, ownership percentage | 50.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||
Cash, uninsured amount | $ 100,464 | $ 178,485 |
Cash, FDIC insured amount | $ 100,464 | $ 178,485 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Narrative) (10-K) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2020 | |
Cash, uninsured amount | $ 178,485 | $ 100,464 | |
Cash, fdic insured amount | 178,485 | $ 100,464 | |
Long lived assets impairment charges | $ 4,443,000 | ||
Geographic Concentration Risk [Member] | |||
Concentration risk, percentage | 10.00% | 10.00% | |
Software Development [Member] | |||
Property, plant and equipment, useful life | 5 years | ||
Molds [Member] | |||
Property, plant and equipment, useful life | 5 years | ||
Buildings - Rental Property [Member] | |||
Property, plant and equipment, useful life | 40 years | ||
Minimum [Member] | Office Equipment [Member] | |||
Property, plant and equipment, useful life | 3 years | ||
Minimum [Member] | Furniture and Fixtures [Member] | |||
Property, plant and equipment, useful life | 5 years | ||
Minimum [Member] | Machinery and Equipment [Member] | |||
Property, plant and equipment, useful life | 6 years | ||
Minimum [Member] | Building Improvements [Member] | |||
Property, plant and equipment, useful life | 10 years | ||
Minimum [Member] | Vehicles [Member] | |||
Property, plant and equipment, useful life | 5 years | ||
Maximum [Member] | Office Equipment [Member] | |||
Property, plant and equipment, useful life | 5 years | ||
Maximum [Member] | Furniture and Fixtures [Member] | |||
Property, plant and equipment, useful life | 7 years | ||
Maximum [Member] | Machinery and Equipment [Member] | |||
Property, plant and equipment, useful life | 10 years | ||
Maximum [Member] | Building Improvements [Member] | |||
Property, plant and equipment, useful life | 15 years | ||
Maximum [Member] | Vehicles [Member] | |||
Property, plant and equipment, useful life | 7 years | ||
Accounts Receivable [Member] | |||
Concentration risk, percentage | 10.00% | ||
Sales Revenue, Net [Member] | |||
Concentration risk, percentage | 10.00% | 10.00% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue from Contract with Customer, Excluding Assessed Tax | $ 4,251,147 | $ 3,532,645 | $ 14,798,283 | $ 15,239,434 | $ 19,629,062 | $ 16,502,209 |
Product sales [Member] | ||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 4,137,254 | 3,499,116 | 14,953,266 | 14,982,117 | ||
Service [Member] | ||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 800 | 19,442 | 800 | 67,753 | ||
Licensing [Member] | ||||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 113,093 | $ 14,087 | $ 204,217 | $ 189,564 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Disaggregation of Revenue (Details) (10-K) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue from Contract with Customer, Excluding Assessed Tax | $ 19,629,062 | $ 16,502,209 |
Product sales [Member] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 19,184,428 | 16,037,221 |
Service Revenues [Member] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | 197,068 | |
Licensing Revenues [Member] | ||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 444,634 | $ 267,920 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedules of Concentration of Risk, by Risk Factor (Details) (10-K) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2020 | [1] | Sep. 30, 2019 | Sep. 30, 2020 | [1] | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Sales Revenue, Net [Member] | ||||||||
Concentration Risk, Percentage | 10.00% | 10.00% | ||||||
Customer A [Member] | ||||||||
Concentration Risk, Percentage | 0.00% | 11.00% | 0.00% | 22.00% | ||||
Customer A [Member] | Sales Revenue, Net [Member] | ||||||||
Concentration Risk, Percentage | 14.00% | 21.00% | ||||||
[1] | Customer did not represent greater than 10% of total net revenue. |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | ||||
North America [Member] | |||||||||
Concentration Risk, Percentage | 79.00% | 86.00% | 89.00% | 78.00% | 76.00% | 80.00% | |||
Europe [Member] | |||||||||
Concentration Risk, Percentage | 17.00% | 0.00% | [1] | 10.00% | 15.00% | 15.00% | 7.00% | ||
Customer A [Member] | |||||||||
Concentration Risk, Percentage | 0.00% | [2] | 11.00% | 0.00% | [2] | 22.00% | |||
[1] | Region did not represent greater than 10% of total net revenue. | ||||||||
[2] | Customer did not represent greater than 10% of total net revenue. |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas (Details) (10-K) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | ||
North America [Member] | |||||||
Concentration Risk, Percentage | 79.00% | 86.00% | 89.00% | 78.00% | 76.00% | 80.00% | |
Asia-Pacific [Member] | |||||||
Concentration Risk, Percentage | 9.00% | 13.00% | |||||
Europe [Member] | |||||||
Concentration Risk, Percentage | 17.00% | 0.00% | [1] | 10.00% | 15.00% | 15.00% | 7.00% |
[1] | Region did not represent greater than 10% of total net revenue. |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Details) (10-K) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Change in fair value of earnout | $ (520,000) | $ 520,000 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Contingent consideration [Member] | ||
Balance, January 1, 2019 | (520,000) | |
Change in fair value of earnout | 520,000 | |
Balance, December 31, 2019 | $ (520,000) |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,709,295 | 1,655,624 | 2,188,624 |
Edison Nation Holdings, LLC [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 990,000 | 990,000 | |
Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 160,492 | 89,992 | 160,492 |
Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 80,000 | 290,000 | 80,000 |
Convertible Shares Under Notes Payable[Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 558,803 | 285,632 | 285,632 |
Warrants for Noteholders [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 625,000 | 50,000 | |
Restricted Stock Units [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 120,000 | ||
Shares to be Issued [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 165,000 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) (10-K) - shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,709,295 | 1,655,624 | 2,188,624 |
Edison Nation Holdings, LLC [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 990,000 | 990,000 | |
Selling Agent Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 160,492 | 89,992 | 160,492 |
Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 80,000 | 290,000 | 80,000 |
Convertible Shares Under Notes Payable [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 558,803 | 285,632 | 285,632 |
Warrants for Noteholders [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 625,000 | 50,000 | |
Restricted Stock Units [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 210,000 | ||
Shares to be Issued to Consultants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 412,500 |
Summary of Significant Accou_14
Summary of Significant Accounting Policies - Schedule of Cumulative Effect of Initially Applying the New Lease Accounting Standard (Details) (10-K) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Jan. 02, 2019 | Dec. 31, 2018 |
Right of use assets - operating leases | $ 505,933 | $ 732,100 | ||
Current portion of operating lease liabilities | 279,719 | 272,215 | ||
Operating lease liabilities, net of current portion | $ 255,100 | $ 482,212 | ||
Accounting Standards Update201602 [Member] | ||||
Right of use assets - operating leases | 943,997 | |||
Current portion of operating lease liabilities | 261,866 | |||
Operating lease liabilities, net of current portion | 682,131 | |||
Restatement Adjustment [Member] | ||||
Right of use assets - operating leases | 943,997 | |||
Current portion of operating lease liabilities | 261,866 | |||
Operating lease liabilities, net of current portion | $ 682,131 |
Acquisitions and Divestitures_2
Acquisitions and Divestitures (Details Narrative) - USD ($) | Jul. 02, 2020 | Jun. 30, 2020 | Mar. 11, 2020 | Feb. 17, 2020 | Dec. 31, 2018 | Sep. 30, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||||||
Common stock, shares outstanding | 5,654,830 | 11,893,291 | 8,015,756 | ||||
Number of common stock for acquisition, value | $ 3,384,285 | ||||||
HMNRTH, LLC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Number of shares issued for acquisition of assets | 238,750 | ||||||
Number of shares issued for acquisition of assets, value | $ 70,850 | ||||||
Purchase Agreement [Member] | Cloud B Shares [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Number of shares of common stock | 80,065 | ||||||
Share issued price per share | $ 1 | ||||||
Ownership interest | 72.15% | ||||||
Common stock, shares outstanding | 110,964 | ||||||
Indemnification Agreement [Member] | Pearl 33 Holdings, LLC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Number of common stock for acquisition | 150,000 | ||||||
Number of common stock for acquisition, value | $ 405,000 |
Acquisitions and Divestitures_3
Acquisitions and Divestitures (Details Narrative) (10-K) - USD ($) | Nov. 06, 2019 | Dec. 31, 2018 | Sep. 04, 2018 | Oct. 29, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 23, 2019 |
Business Acquisition [Line Items] | |||||||||||
Payments to acquire businesses, net of cash acquired | $ 772,581 | ||||||||||
Debt instrument, interest rate | 5.00% | 5.00% | 5.00% | ||||||||
Debt instrument, term | 5 years | 5 years | 5 years | 5 years | |||||||
Debt instrument, unamortized discount | $ 501,941 | $ 501,941 | $ 595,088 | ||||||||
Net income (loss), including portion attributable to non-controlling interest | $ (2,871,483) | $ (2,631,204) | $ (3,204,130) | $ (5,784,666) | (14,198,980) | $ (5,344,017) | |||||
Fair value of contingent consideration | $ 520,000 | 520,000 | |||||||||
Value of shares issued to acquire assets | 3,384,285 | ||||||||||
Uber Mom, LLC [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of common stock for acquisition | 45,000 | ||||||||||
Value of shares issued to acquire assets | $ 52,352 | ||||||||||
Edison Nation Holdings, LLC [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business combination, consideration transferred | 11,776,696 | 11,776,696 | |||||||||
Debt conversion, converted instrument, shares issued | 557,084 | ||||||||||
Debt conversion, converted instrument, amount | $ 3,760,317 | ||||||||||
Revenues | 267,920 | ||||||||||
Net income (loss), including portion attributable to non-controlling interest | 197,485 | ||||||||||
Fair value of contingent consideration | |||||||||||
Edison Nation Holdings, LLC [Member] | New Convertible Notes [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business combination, consideration transferred | 12,820,978 | ||||||||||
Payments to acquire businesses, net of cash acquired | $ 950,000 | ||||||||||
Debt instrument, interest rate | 4.00% | ||||||||||
Debt instrument, term | 5 years | ||||||||||
Convertible debt | $ 1,428,161 | ||||||||||
Debt instrument, unamortized discount | $ 500,000 | ||||||||||
Debt conversion, converted instrument, shares issued | 285,632 | ||||||||||
Business acquisition, equity interest issued or issuable, number of shares | 990,000 | ||||||||||
Cloud B, Inc. [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business combination, consideration transferred | 2,664,200 | 2,664,200 | |||||||||
Revenues | 1,512,328 | ||||||||||
Net income (loss), including portion attributable to non-controlling interest | $ 44,408 | ||||||||||
Business acquisition, percentage of voting interests acquired | 72.15% | 72.15% | |||||||||
Business acquisition, description | On October 29, 2018, the Company completed the acquisition of 72.15% of the outstanding capital stock of Cloud B, Inc. in exchange for 489,293 shares of restricted common stock of the Company. In addition, the Company entered into an Earn Out Agreement with the Cloud B Sellers, whereby, beginning in 2019, the Company will pay the Cloud B Sellers an annual amount equal to 8% multiplied by the annual gross sales of Cloud B, as reduced by the total gross sales generated by Cloud B in 2018. | ||||||||||
Business acquisition number of shares acquired | 489,293 | ||||||||||
Fair value of contingent consideration | 520,000 | $ 0 | $ 520,000 | 520,000 | |||||||
Pirasta LLC [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business combination, consideration transferred | 470,000 | 470,000 | |||||||||
Fair value of contingent consideration | |||||||||||
Best Party Concepts, LLC [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business combination, consideration transferred | $ 500,000 | ||||||||||
Business acquisition, percentage of voting interests acquired | 50.00% | 50.00% | |||||||||
Fair value of contingent consideration | |||||||||||
Business combination settlement of related party | $ 500,000 | ||||||||||
Ed Roses, LLC [Member] | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business acquisition, percentage of voting interests acquired | 50.00% | ||||||||||
Equity method investment, ownership percentage | 50.00% |
Acquisitions and Divestitures -
Acquisitions and Divestitures - Schedule of Business Combination of Assets and Liabilities (Details) | Feb. 17, 2020USD ($) |
Business Combinations [Abstract] | |
Accounts payable | $ 4,005,605 |
Accrued Expenses | 370,289 |
Income Tax Payable | 14,473 |
Notes Payable | 900,000 |
Non-Controlling Interest | 26,393 |
Shares to be issued to Buyer | (405,000) |
Gain on divestiture | $ 4,911,760 |
Acquisitions and Divestitures_4
Acquisitions and Divestitures - Summary of the Aggregate Purchase Price Consideration Paid (Details) (10-K) - USD ($) | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 29, 2018 |
Business Acquisition [Line Items] | ||||
Fair value of contingent consideration | $ 520,000 | $ 520,000 | ||
Uber Mom [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash paid | 52,352 | |||
Fair value of issued shares | 98,613 | |||
Purchase consideration | 150,965 | |||
Edison Nation Holdings, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash paid | 950,000 | |||
Fair value of issued shares | 3,384,285 | 3,384,285 | ||
Fair value of reserved shares | 6,014,250 | 6,014,250 | ||
Issuance of debt | 1,428,161 | 1,428,161 | ||
Settlement of due from related party | ||||
Fair value of contingent consideration | ||||
Purchase consideration | 11,776,696 | 11,776,696 | ||
Cloud B, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash paid | ||||
Fair value of issued shares | 2,664,200 | 2,664,200 | ||
Fair value of reserved shares | ||||
Issuance of debt | ||||
Settlement of due from related party | ||||
Fair value of contingent consideration | 520,000 | 520,000 | 520,000 | $ 0 |
Adjustment to purchase price - earnout | (520,000) | (520,000) | ||
Purchase consideration | $ 2,664,200 | 2,664,200 | ||
Pirasta, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash paid | ||||
Fair value of issued shares | ||||
Fair value of reserved shares | ||||
Issuance of debt | ||||
Settlement of due from related party | 470,000 | 470,000 | ||
Fair value of contingent consideration | ||||
Purchase consideration | 470,000 | 470,000 | ||
Best Party Concepts, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash paid | ||||
Fair value of issued shares | ||||
Fair value of reserved shares | ||||
Issuance of debt | ||||
Settlement of due from related party | 500,000 | 500,000 | ||
Fair value of contingent consideration | ||||
Purchase consideration | $ 500,000 |
Acquisitions and Divestitures_5
Acquisitions and Divestitures - Summary of Preliminary Purchase Price Allocation of Fair Values of the Assets Acquired and Liabilities Assumed (Details) (10-K) - USD ($) | Sep. 30, 2020 | Feb. 17, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 5,392,123 | $ 5,392,123 | $ 9,736,510 | ||
Accounts payable | $ 4,005,605 | ||||
Uber Mom [Member] | |||||
Business Acquisition [Line Items] | |||||
Inventory | 52,352 | ||||
Goodwill | 98,613 | ||||
Total assets acquired | 150,965 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | $ 150,965 | ||||
Edison Nation Holdings, LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | 68,681 | ||||
Accounts receivable | 15,958 | ||||
Inventory | |||||
Other assets | 39,691 | ||||
Property and equipment | 1,852 | ||||
Goodwill | 5,497,242 | ||||
Intangible assets | 6,400,000 | ||||
Total assets acquired | 12,023,424 | ||||
Debt | |||||
Accounts payable | 227,025 | ||||
Accrued expenses and other liabilities | 19,703 | ||||
Total liabilities assumed | 246,728 | ||||
Noncontrolling interest | |||||
Distribution to shareholder | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 11,776,696 | ||||
Cloud B, Inc. [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | 104,744 | ||||
Accounts receivable | 636,755 | ||||
Inventory | 566,500 | ||||
Other assets | 172,747 | ||||
Property and equipment | 53,345 | ||||
Goodwill | 3,364,432 | ||||
Intangible assets | 6,600,000 | ||||
Total assets acquired | 11,498,523 | ||||
Debt | 1,400,000 | ||||
Accounts payable | 5,748,797 | ||||
Accrued expenses and other liabilities | 527,526 | ||||
Total liabilities assumed | 7,676,323 | ||||
Noncontrolling interest | 1,158,000 | ||||
Distribution to shareholder | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 2,664,200 | ||||
Pirasta LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | 3,629 | ||||
Accounts receivable | 7,696 | ||||
Inventory | 36,537 | ||||
Other assets | |||||
Property and equipment | |||||
Goodwill | 354,836 | ||||
Intangible assets | |||||
Total assets acquired | 402,698 | ||||
Debt | |||||
Accounts payable | 2,052 | ||||
Accrued expenses and other liabilities | 119,198 | ||||
Total liabilities assumed | 121,250 | ||||
Noncontrolling interest | |||||
Distribution to shareholder | (188,552) | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 470,000 | ||||
Best Party Concepts, LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | 365 | ||||
Accounts receivable | 6,906 | ||||
Inventory | 139,918 | ||||
Other assets | 4,356 | ||||
Property and equipment | 10,931 | ||||
Goodwill | |||||
Intangible assets | |||||
Total assets acquired | 162,476 | ||||
Debt | |||||
Accounts payable | 34,041 | ||||
Accrued expenses and other liabilities | 513,502 | ||||
Total liabilities assumed | 547,543 | ||||
Noncontrolling interest | (192,534) | ||||
Distribution to shareholder | (692,533) | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | $ 500,000 |
Acquisitions and Divestitures_6
Acquisitions and Divestitures - Schedule of Pro Forma Information (Details) (10-K) - Edison Nation Holdings, LLC [Member] | 12 Months Ended |
Dec. 31, 2018USD ($)$ / sharesshares | |
Business Acquisition [Line Items] | |
Revenues, net | $ 20,988,594 |
Cost of revenues | 13,566,605 |
Gross profit | 7,421,989 |
Selling, general and administrative | 13,144,691 |
Operating (loss) income | (5,722,702) |
Other (expense) income | (398,406) |
(Loss) income before income taxes | (6,121,108) |
Income tax expense | 304,298 |
Net (loss) income | (6,425,406) |
Net (loss) income attributable to noncontrolling interests | (415,466) |
Net (loss) income attributable to Edison Nation, Inc. | $ (6,009,940) |
Net (loss) income per share - basic and diluted | $ / shares | $ (1.09) |
Weighted average number of common shares outstanding - basic and diluted | shares | 5,513,706 |
Variable Interest Entities (Det
Variable Interest Entities (Details Narrative) - USD ($) | May 20, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |
Number of common stock issued, value | $ 2,039,303 | $ 5,315,176 | ||
Debt instrument, interest rate | 5.00% | 5.00% | ||
Share Exchange Agreement [Member] | Graphene Holdings, LLC [Member] | ||||
Number of shares of common stock | 50,000 | |||
Fair value of treated distribution | $ 699,000 | |||
Number of common stock issued, value | $ 200,000 | |||
Share Exchange Agreement [Member] | Graphene Holdings, LLC [Member] | Minimum [Member] | ||||
Number of shares of common stock | 1,000,000 | |||
Share Exchange Agreement [Member] | Restricted Common Stock [Member] | Graphene Holdings, LLC [Member] | ||||
Number of common stock issued, value | $ 125,000 | |||
Share Exchange Agreement [Member] | Restricted Common Stock [Member] | Graphene Holdings, LLC [Member] | Minimum [Member] | ||||
Number of shares of common stock | 25,000,000 | |||
Share Exchange Agreement [Member] | PPE Brickell Supplies, LLC [Member] | ||||
Number of units purchased | 25 | |||
Purchase units, description | On May 20, 2020 (the "Effective Date"), Edison Nation, Inc. (the "Company") entered into an Agreement and Plan of Share Exchange (the "Share Exchange Agreement") with PPE Brickell Supplies, LLC, a Florida limited liability company ("PPE"), and Graphene Holdings, LLC, a Wyoming limited liability company ("Graphene", and together with PPE, the "Sellers"), whereby the Company purchased 25 membership units of Global Clean Solutions, LLC, a Nevada limited liability company ("Global") from each of PPE and Graphene, for a total of fifty (50) units, representing fifty percent (50%) of the issued and outstanding units of Global (the "Purchase Units"). | |||
Share Exchange Agreement [Member] | PPE Brickell Supplies, LLC [Member] | Restricted Common Stock [Member] | ||||
Number of shares of common stock | 250,000 | |||
Common stock, par value | $ 0.001 | |||
Number of common stock issued, value | $ 100,000 | |||
Share Exchange Agreement [Member] | PPE Brickell Supplies, LLC [Member] | Restricted Common Stock [Member] | Minimum [Member] | ||||
Number of shares of common stock | 10,000,000 | |||
Amended Limited Liability Company Agreement of Global [Member] | Graphene Holdings, LLC [Member] | ||||
Ownership percentage | 25.00% | |||
Amended Limited Liability Company Agreement of Global [Member] | PPE Brickell Supplies, LLC [Member] | ||||
Ownership percentage | 25.00% | |||
Amended Limited Liability Company Agreement of Global [Member] | Vinco Ventures, Inc. [Member] | ||||
Ownership percentage | 50.00% | |||
Secured Line of Credit Agreement [Member] | ||||
Revolving credit loan amount | $ 2,500,000 | |||
Debt instrument, interest rate | 3.00% | |||
Debt interest description | In the event of a default, any and all amounts due to PPE by Global, including principal and accrued but unpaid interest, shall increase by forty (40%) percent and the interest shall increase to five (5%) percent (the "Default Interest"). | |||
Secured Line of Credit Agreement [Member] | Global Clean Solutions, LLC and PPE Brickell Supplies, LLC [Member] | ||||
Debt instrument, interest rate | 3.00% | |||
Debt maturity date description | Maturity date of six (6) months | |||
Debt interest description | In the event of a default, any and all amounts due to PPE by Global, including principal and accrued but unpaid interest, shall increase by forty (40%) percent and the interest shall increase to five (5%) percent (the "Default Interest"). | |||
Secured Line of Credit Agreement [Member] | Global Clean Solutions, LLC and PPE Brickell Supplies, LLC [Member] | Minimum [Member] | ||||
Revolving credit loan amount | $ 2,500,000 | |||
Security Agreement [Member] | PPE Brickell Supplies, LLC [Member] | Borrower [Member] | ||||
Common stock placed for reverse shares | 1,800,000 |
Variable Interest Entities - Sc
Variable Interest Entities - Schedule of Variable Interest Entities (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash and cash equivalents | $ 384,604 | $ 384,604 | $ 412,719 | $ 2,052,731 | ||
Accounts receivable, net | 3,145,530 | 3,145,530 | 2,108,099 | 1,877,351 | ||
Inventory | 1,515,351 | 1,515,351 | 1,369,225 | 923,707 | ||
Prepaid expenses and other current assets | 1,529,709 | 1,529,709 | 917,433 | 611,695 | ||
Total current assets | 6,723,083 | 6,723,083 | 4,955,365 | 5,465,484 | ||
Property and equipment, net | 1,012,375 | 1,012,375 | 931,968 | 998,863 | ||
Total assets | 24,405,755 | 24,405,755 | 23,609,619 | 28,888,588 | ||
Accounts payable | 3,024,689 | 3,024,689 | 7,397,650 | 5,519,159 | ||
Accrued expenses and other current liabilities | 1,620,230 | 1,620,230 | 1,594,669 | 1,135,551 | ||
Deferred revenues | 1,009,838 | 1,009,838 | 159,591 | 175,956 | ||
Line of credit, net of debt issuance costs of $0 and $15,573, respectively | 1,616,668 | 1,616,668 | 456,995 | 531,804 | ||
Notes payable, current | 821,092 | 821,092 | 1,365,675 | 313,572 | ||
Due to related party | 22,005 | 22,005 | 17,253 | 140,682 | ||
Total current liabilities | 10,115,092 | 10,115,092 | 12,973,319 | 8,878,936 | ||
Revenues, net | 4,251,147 | $ 3,532,645 | 14,798,283 | $ 15,239,434 | 19,629,062 | 16,502,209 |
Cost of revenues | 2,668,864 | 2,544,058 | 9,977,060 | 10,413,868 | 12,822,450 | 11,425,619 |
Gross profit | 1,582,283 | 988,587 | 4,821,223 | 4,825,566 | 6,806,612 | 5,076,590 |
Selling, general and administrative | 3,474,844 | 3,296,323 | 10,438,487 | 9,738,107 | 15,909,840 | 9,718,286 |
Operating income | (1,892,561) | (2,307,736) | (5,617,264) | (4,912,541) | (13,026,228) | (4,641,696) |
Interest expense | (1,004,626) | (349,172) | (2,575,737) | (875,036) | (1,298,168) | (501,221) |
Total other (expense) income | (978,922) | (323,468) | 2,413,134 | (797,925) | (1,192,299) | (398,406) |
Loss before income taxes | (2,871,483) | (2,631,204) | (3,204,130) | (5,710,466) | (14,218,527) | (5,040,102) |
Income tax expense | 74,200 | (19,547) | 303,915 | |||
Net (loss) income | (2,871,483) | (2,631,204) | (3,204,130) | (5,784,666) | (14,198,980) | $ (5,344,017) |
Variable Income Interest Rate [Member] | ||||||
Cash and cash equivalents | 114,875 | 114,875 | 6,234 | |||
Accounts receivable, net | 906,020 | 906,020 | 21,697 | |||
Inventory | 249,896 | 249,896 | 51,090 | |||
Prepaid expenses and other current assets | 1,072,378 | 1,072,378 | 379,561 | |||
Total current assets | 2,343,169 | 2,343,169 | 458,582 | |||
Property and equipment, net | 19,671 | 19,671 | 32,661 | |||
Total assets | 2,362,840 | 2,362,840 | 491,243 | |||
Accounts payable | 198,704 | 198,704 | 337,648 | |||
Accrued expenses and other current liabilities | 80,631 | 80,631 | ||||
Deferred revenues | 857,500 | 857,500 | ||||
Line of credit, net of debt issuance costs of $0 and $15,573, respectively | 1,153,800 | 1,153,800 | ||||
Notes payable, current | 150,000 | 150,000 | ||||
Due to related party | 315,666 | 315,666 | $ 315,666 | |||
Total current liabilities | 2,756,301 | 2,756,301 | ||||
Revenues, net | 184,715 | 80,120 | 1,459,192 | 285,542 | ||
Cost of revenues | 69,191 | 49,590 | 1,064,114 | 124,659 | ||
Gross profit | 115,524 | 30,530 | 395,078 | 160,883 | ||
Selling, general and administrative | 91,114 | 100,961 | 294,676 | 192,699 | ||
Operating income | 24,410 | (70,431) | 100,402 | (31,816) | ||
Interest expense | (73,840) | (130,796) | ||||
Total other (expense) income | (73,840) | (130,796) | ||||
Loss before income taxes | (49,430) | (70,431) | (30,394) | (31,816) | ||
Income tax expense | ||||||
Net (loss) income | $ (49,430) | $ (70,431) | $ (30,394) | $ (31,816) |
Variable Interest Entities - _2
Variable Interest Entities - Schedule of Variable Interest Entities (Details) (Parenthetical) - Line of Credit [Member] - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Debt issuance costs | $ 0 | $ 15,573 | $ 30,000 |
Variable Income Interest Rate [Member] | |||
Debt issuance costs | $ 0 | $ 15,573 |
Accounts Receivable - Schedule
Accounts Receivable - Schedule of Accounts Receivable (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Credit Loss [Abstract] | |||
Accounts receivable | $ 3,223,291 | $ 2,185,859 | $ 1,889,112 |
Less: Allowance for doubtful accounts | (77,761) | (77,760) | (11,761) |
Total accounts receivable, net | $ 3,145,530 | $ 2,108,099 | $ 1,877,351 |
Accounts Receivable - Schedul_2
Accounts Receivable - Schedule of Accounts Receivable (Details) (10-K) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Accounts Receivable, after Allowance for Credit Loss [Abstract] | |||
Accounts receivable | $ 3,223,291 | $ 2,185,859 | $ 1,889,112 |
Less: Allowance for doubtful accounts | (77,761) | (77,760) | (11,761) |
Total accounts receivable, net | $ 3,145,530 | $ 2,108,099 | $ 1,877,351 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | |||
Raw materials | $ 34,737 | $ 49,232 | |
Finished goods | 1,580,613 | 1,419,993 | $ 875,131 |
Reserve for obsolescence | (100,000) | (100,000) | |
Total inventory | $ 1,515,351 | $ 1,369,225 | $ 923,707 |
Inventory - Schedule of Inven_2
Inventory - Schedule of Inventory (Details) (10-K) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | |||
Raw materials | $ 49,232 | $ 48,576 | |
Finished goods | $ 1,580,613 | 1,419,993 | 875,131 |
Total inventory | $ 1,515,351 | $ 1,369,225 | $ 923,707 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Accrued Expenses and Other Current Liabilities (Details Narrative) (10-K) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Deposits on inventory | $ 680,792 | $ 133,073 | |
Deposits | 11,409 | 66,862 | |
Prepaid insurance | 46,848 | 59,892 | |
Accrued revenue | 18,966 | 36,657 | |
Prepaid consulting fees | 137,328 | 251,000 | |
Other | 22,090 | 64,211 | |
Total prepaid expenses and other current assets | $ 1,529,709 | $ 917,433 | $ 611,695 |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) (10-K) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 231,518 | $ 175,609 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment (Details) (10-K) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment, Gross | $ 10,793,879 | $ 10,633,941 | |
Less: accumulated depreciation | (9,861,911) | (9,635,078) | |
Total property and equipment, net | $ 1,012,375 | 931,968 | 998,863 |
Land [Member] | |||
Property, Plant and Equipment, Gross | 79,100 | 79,100 | |
Buildings - Rental Property [Member] | |||
Property, Plant and Equipment, Gross | 445,635 | 427,704 | |
Building Improvements [Member] | |||
Property, Plant and Equipment, Gross | 766,859 | 760,017 | |
Equipment and Machinery [Member] | |||
Property, Plant and Equipment, Gross | 3,917,080 | 3,929,332 | |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment, Gross | 387,836 | 322,157 | |
Computer Software [Member] | |||
Property, Plant and Equipment, Gross | 23,518 | 23,518 | |
Molds [Member] | |||
Property, Plant and Equipment, Gross | 4,651,889 | 4,589,153 | |
Vehicles [Member] | |||
Property, Plant and Equipment, Gross | $ 521,962 | $ 502,960 |
Goodwill (Details Narrative) (1
Goodwill (Details Narrative) (10-K) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Impairment | $ (4,443,000) |
Goodwill - Schedule of Goodwill
Goodwill - Schedule of Goodwill (Details) (10-K) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Beginning Balance | $ 9,736,510 | |
Acquisitions | 9,736,510 | |
Acquisition of Uber Mom | 98,613 | |
Impairment | (4,443,000) | |
Ending Balance | $ 5,392,123 | $ 9,736,510 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details Narrative) (10-K) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of Intangible Assets | $ 1,089,668 | $ 312,269 |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Intangible Assets (Details) (10-K) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2020 | |
Gross Carrying Amount | $ 13,000,000 | $ 13,000,000 | |
Net Amount | |||
Indefinite Lived Intangible Assets Accumulated Amortization | 1,401,937 | 312,269 | |
Intangible Assets, Net | 11,598,063 | 12,687,731 | $ 10,772,241 |
Trademarks and Trade Names [Member] | |||
Gross Carrying Amount | 3,140,000 | 3,140,000 | |
Indefinite Lived Intangible Assets Accumulated Amortization | |||
Intangible Assets, Net | 3,140,000 | 3,140,000 | |
Indefinite-lived Intangible Assets [Member] | |||
Gross Carrying Amount | 3,140,000 | 3,140,000 | |
Indefinite Lived Intangible Assets Accumulated Amortization | |||
Intangible Assets, Net | $ 3,140,000 | $ 3,140,000 | |
Customer Relationships [Member] | |||
Useful Life | 15 years | 15 years | |
Weighted Average Remaining Life | 13 years 9 months 18 days | 14 years 9 months 18 days | |
Gross Carrying Amount | $ 4,270,000 | $ 4,270,000 | |
Accumulated Amortization | 339,556 | 61,555 | |
Net Amount | $ 3,930,444 | $ 4,208,444 | |
Developed Technology [Member] | |||
Useful Life | 7 years | 7 years | |
Weighted Average Remaining Life | 5 years 8 months 12 days | 6 years 8 months 12 days | |
Gross Carrying Amount | $ 3,800,000 | $ 3,800,000 | |
Accumulated Amortization | 697,619 | 159,524 | |
Net Amount | $ 3,102,381 | $ 3,640,476 | |
Membership Network [Member] | |||
Useful Life | 7 years | 7 years | |
Weighted Average Remaining Life | 5 years 8 months 12 days | 6 years 8 months 12 days | |
Gross Carrying Amount | $ 1,740,000 | $ 1,740,000 | |
Accumulated Amortization | 331,429 | 82,857 | |
Net Amount | $ 1,408,571 | $ 1,657,143 | |
Noncompete Agreements [Member] | |||
Useful Life | 2 years | 2 years | |
Weighted Average Remaining Life | 8 months 12 days | 1 year 8 months 12 days | |
Gross Carrying Amount | $ 50,000 | $ 50,000 | |
Accumulated Amortization | 33,333 | 8,333 | |
Net Amount | 16,667 | 41,667 | |
Finite-Lived Intangible Assets [Member] | |||
Gross Carrying Amount | 9,860,000 | 9,860,000 | |
Accumulated Amortization | 1,401,937 | 312,269 | |
Net Amount | $ 8,458,063 | $ 9,547,731 |
Intangible Assets, Net - Sche_2
Intangible Assets, Net - Schedule of Estimated Future Amortization of Intangibles (Details) (10-K) | Dec. 31, 2019USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2020 | $ 1,092,762 |
2021 | 1,076,095 |
2022 | 1,076,095 |
2023 | 1,076,095 |
2024 | 1,076,095 |
Thereafter | $ 3,060,921 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) (10-K) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | |||
Accrued taxes - other | $ 261,396 | $ 259,559 | |
Accrued payroll and benefits | 482,719 | 175,336 | |
Accrued professional fees | 201,318 | 133,261 | |
Customer deposits | 13,212 | 35,094 | |
Accrued interest | 341,559 | 269,782 | |
Accrued legal contingencies | 240,105 | ||
Other | 54,359 | 262,519 | |
Total accrued expenses and other current liabilities | $ 1,620,230 | $ 1,594,669 | $ 1,135,551 |
Debt (Details Narrative)
Debt (Details Narrative) | Aug. 12, 2020USD ($) | Aug. 04, 2020USD ($)shares | Jul. 29, 2020USD ($)d / TradingDays$ / sharesshares | Jul. 23, 2020USD ($)shares | Jul. 14, 2020USD ($)shares | May 28, 2020USD ($)shares | May 19, 2020USD ($) | Apr. 24, 2020USD ($)$ / sharesshares | Apr. 15, 2020USD ($) | Apr. 07, 2020USD ($)d / TradingDays$ / sharesshares | Feb. 21, 2020USD ($) | Jan. 29, 2020USD ($)shares | Jan. 24, 2020USD ($)shares | Jan. 24, 2020USD ($) | Jan. 23, 2020USD ($)$ / sharesshares | Jan. 17, 2020USD ($)shares | Jan. 15, 2020USD ($)shares | Jan. 10, 2020USD ($)shares | Jan. 02, 2020USD ($)shares | Dec. 04, 2019USD ($)$ / sharesshares | Nov. 18, 2019USD ($) | Nov. 12, 2019USD ($) | Aug. 26, 2019USD ($)shares | Apr. 30, 2019 | Jul. 31, 2019shares | Sep. 30, 2020USD ($)shares | Sep. 30, 2019USD ($)shares | Apr. 30, 2019 | Sep. 30, 2020USD ($)shares | Sep. 30, 2019USD ($)shares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)shares | Mar. 06, 2019USD ($)shares | Dec. 27, 2018USD ($) |
Proceeds from convertible notes payable | $ 1,660,000 | $ 1,111,111 | $ 1,111,111 | |||||||||||||||||||||||||||||||
Beneficial conversion option | $ 1,502,850 | $ 136,480 | 2,292,865 | 309,780 | 387,280 | 167,500 | ||||||||||||||||||||||||||||
Debt instrument, unamortized discount | $ 501,941 | 501,941 | 595,088 | |||||||||||||||||||||||||||||||
Number of common stock issued, value | 2,039,303 | 5,315,176 | ||||||||||||||||||||||||||||||||
Stock issued during period, incentive shares value | 253,000 | 394,125 | 738,300 | 801,000 | ||||||||||||||||||||||||||||||
Proceeds from notes | 1,739,852 | 1,670,000 | $ 2,482,500 | $ 718,559 | ||||||||||||||||||||||||||||||
Debt instrument, interest rate | 5.00% | 5.00% | ||||||||||||||||||||||||||||||||
Payment of debt | $ 33,762 | $ 463,146 | $ 581,496 | $ 99,444 | ||||||||||||||||||||||||||||||
Common stock, shares, issued | shares | 11,893,291 | 11,893,291 | 8,015,756 | 5,654,830 | ||||||||||||||||||||||||||||||
Common stock, value, issued | $ 11,893 | $ 11,893 | $ 8,016 | $ 5,655 | ||||||||||||||||||||||||||||||
Line of credit | $ 1,000,000 | |||||||||||||||||||||||||||||||||
Debt instrument term | 5 years | 5 years | 5 years | 5 years | ||||||||||||||||||||||||||||||
Interest expense | 1,004,626 | 349,172 | $ 2,667,513 | $ 875,036 | $ 501,221 | |||||||||||||||||||||||||||||
Interest expense, related party | 74,736 | 78,475 | 227,062 | 238,111 | $ 1,298,168 | $ 320,781 | ||||||||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||||||||||
Receivables sold | $ 1,250,000 | |||||||||||||||||||||||||||||||||
Receivables borrowing, percentage | 85.00% | 80.00% | ||||||||||||||||||||||||||||||||
Fee percentage of invoices financed | 2.00% | 2.00% | ||||||||||||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||||||||||||
Fee percentage of invoices financed | 1.00% | 1.00% | ||||||||||||||||||||||||||||||||
12% Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 560,000 | |||||||||||||||||||||||||||||||||
Proceeds from convertible notes payable | $ 588,366 | |||||||||||||||||||||||||||||||||
Number of shares of common stock | shares | 181,005 | |||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Feb. 26, 2020 | |||||||||||||||||||||||||||||||||
Debt instrument, unamortized discount | $ 60,000 | |||||||||||||||||||||||||||||||||
12% Convertible Promissory Note [Member] | Investor [Member] | ||||||||||||||||||||||||||||||||||
Number of shares of common stock | shares | 100,000 | |||||||||||||||||||||||||||||||||
Senior Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 560,000 | |||||||||||||||||||||||||||||||||
Debt instrument, unamortized discount | $ 60,000 | |||||||||||||||||||||||||||||||||
Payment of debt | $ 588,366 | |||||||||||||||||||||||||||||||||
Debt effective interest rate | 2.00% | |||||||||||||||||||||||||||||||||
Common stock, shares, issued | shares | 15,000 | |||||||||||||||||||||||||||||||||
Common stock, value, issued | $ 74,100 | |||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||
Number of shares of common stock | shares | 1,175,000 | 1,312,520 | ||||||||||||||||||||||||||||||||
Beneficial conversion option | $ 763 | $ 201 | $ 1,202 | $ 251 | $ 286 | $ 33 | ||||||||||||||||||||||||||||
Beneficial conversion option, shares | shares | 763,266 | 201,005 | 1,202,666 | 251,004 | 286,005 | 33,500 | ||||||||||||||||||||||||||||
Number of common stock issued, value | $ 1,175 | $ 1,313 | ||||||||||||||||||||||||||||||||
Stock issued during the period, incentive shares | shares | 92,000 | 125,000 | 291,736 | 158,797 | ||||||||||||||||||||||||||||||
Stock issued during period, incentive shares value | $ 92 | $ 125 | $ 292 | $ 159 | ||||||||||||||||||||||||||||||
Common stock, shares, issued | shares | 8,015,756 | 5,654,930 | ||||||||||||||||||||||||||||||||
Common Stock [Member] | 12% Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||||
Number of shares of common stock | shares | 60,000 | |||||||||||||||||||||||||||||||||
Greentree Financial Group, Inc [Member] | Investor [Member] | ||||||||||||||||||||||||||||||||||
Warrants purchase | shares | 550,000 | |||||||||||||||||||||||||||||||||
Warrants description | Loan Agreement, the Note, and the Warrant to: (i) correct the effective date set forth in the Loan Agreement, Note and Warrant to January 23, 2020 and the due date to October 23, 2020, (ii) clarify the terms of the registration right provision in the Loan Agreement such that the Company was required to register a total of 1,500,000 shares of Common Stock, which such amount of shares is the sum of 550,000 shares of Common Stock issuable upon conversion of the Note, 550,000 Warrant Shares, the 100,000 Origination Shares, and 300,000 shares of Common Stock to account for changes to the conversion and/or exercise price under the Note and Warrant, and (iii) to ensure that the total number of shares of Common Stock issued pursuant to the Loan Agreement, the Note, and/or the Warrant, each as amended, does not exceed 17.99% of the Company's issued and outstanding Common Stock as of January 23, 2020. The Company is subject to a $35,000 penalty on a monthly basis if a registration statement is not effective after 105 days from January 23, 2020. | |||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 740,000 | $ 360,000 | ||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Oct. 23, 2020 | |||||||||||||||||||||||||||||||||
Beneficial conversion option | $ 586,785 | |||||||||||||||||||||||||||||||||
Beneficial conversion option, shares | shares | 550,000 | |||||||||||||||||||||||||||||||||
Debt instrument, unamortized discount | $ 296,891 | |||||||||||||||||||||||||||||||||
Stock issued during the period, incentive shares | shares | 370,000 | 320,000 | ||||||||||||||||||||||||||||||||
Stock issued during period, incentive shares value | $ 1,394,900 | $ 1,158,400 | ||||||||||||||||||||||||||||||||
Interest | $ 131,889 | |||||||||||||||||||||||||||||||||
Debt penalty | 35,000 | |||||||||||||||||||||||||||||||||
Greentree Financial Group, Inc [Member] | Warrant shares [Member] | Investor [Member] | ||||||||||||||||||||||||||||||||||
Number of common stock issued, value | 550,000 | |||||||||||||||||||||||||||||||||
Greentree Financial Group, Inc [Member] | Origination and Advisory Shares [Member] | Investor [Member] | ||||||||||||||||||||||||||||||||||
Debt instrument, unamortized discount | 201,324 | |||||||||||||||||||||||||||||||||
Number of common stock issued, value | $ 160,000 | |||||||||||||||||||||||||||||||||
32 Entertainment LLC [Member] | Senior Secured Note [Member] | ||||||||||||||||||||||||||||||||||
Warrants purchase | shares | 50,000 | |||||||||||||||||||||||||||||||||
Warrants price | $ / shares | $ 1.50 | |||||||||||||||||||||||||||||||||
Warrants description | The 32E Warrant also contains a conversion limitation provision, which prohibits 32E from exercising the 32E Warrant in an amount that would result in the beneficial ownership of greater than 4.9% of the total issued and outstanding shares of common stock, provided that (i) such exercise limitation may be waived by 32E with 61 days prior notice, and (ii) 32E cannot waive the exercise limitation if conversion of the 32E Warrant would result in 32E having beneficial ownership of greater than 9.9% of the total issued and outstanding shares of common stock. | |||||||||||||||||||||||||||||||||
Warrants expiration date | Dec. 4, 2024 | |||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 250,000 | |||||||||||||||||||||||||||||||||
Number of shares of common stock | shares | 10,000 | |||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Dec. 4, 2020 | |||||||||||||||||||||||||||||||||
Proceeds from notes | $ 250,000 | |||||||||||||||||||||||||||||||||
Debt instrument, description | If the registration statement is not filed or declared effective within the timeframe set forth in the registration rights agreement, the Company was supposed to be obligated to pay to 32E a monthly amount equal to 1% of the total subscription amount paid by 32E until such failure is cured. | |||||||||||||||||||||||||||||||||
Debt discount rate | 20.00% | |||||||||||||||||||||||||||||||||
32 Entertainment LLC [Member] | Subordinate Secured Note [Member] | ||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 200,000 | |||||||||||||||||||||||||||||||||
Debt instrument, maturity date | May 21, 2021 | |||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 16.00% | |||||||||||||||||||||||||||||||||
Debt periodic payment, principal | $ 50,000 | |||||||||||||||||||||||||||||||||
Debt periodic payment, interest | 6,250 | |||||||||||||||||||||||||||||||||
Debt periodic payment | $ 56,250 | |||||||||||||||||||||||||||||||||
32 Entertainment LLC [Member] | Subordinate Secured Note [Member] | Restricted Stock Units [Member] | ||||||||||||||||||||||||||||||||||
Number of shares of common stock | shares | 40,000 | |||||||||||||||||||||||||||||||||
Loan Agreement [Member] | ||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 1.50% | |||||||||||||||||||||||||||||||||
Loans payable | $ 400,000 | |||||||||||||||||||||||||||||||||
Loan Agreement [Member] | Greentree Financial Group, Inc [Member] | ||||||||||||||||||||||||||||||||||
Convertible notes payable | $ 1,100,000 | |||||||||||||||||||||||||||||||||
Investor purchase percent | 10.00% | |||||||||||||||||||||||||||||||||
Debt instrument, conversion price | $ / shares | $ 2 | |||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 1,100,000 | |||||||||||||||||||||||||||||||||
Loan Agreement [Member] | Greentree Financial Group, Inc [Member] | Subsequent Pricing Period [Member] | ||||||||||||||||||||||||||||||||||
Warrants description | In the event that the average of the 15 lowest closing prices for the Company's common stock on NASDAQ or other primary trading market for the Company's common stock (the average of such lowest closing prices being herein referred to, the "True-up Price") during the period beginning on the effective date of the Registration Statement and ending on the 90th day after the effective date of the Registration Statement (the "Subsequent Pricing Period") is less than $2.00 per share, then the Company will issue the Lender additional shares of the Company's common stock (the "True-up Shares") within three days. No value has been assigned to the True-up Shares due to the contingency of an effective Registration Statement. | |||||||||||||||||||||||||||||||||
Debt instrument, conversion price | $ / shares | $ 2 | |||||||||||||||||||||||||||||||||
Loan Agreement [Member] | Greentree Financial Group, Inc [Member] | Warrant [Member] | ||||||||||||||||||||||||||||||||||
Warrants purchase | shares | 550,000 | |||||||||||||||||||||||||||||||||
Warrants price | $ / shares | $ 0.001 | |||||||||||||||||||||||||||||||||
Warrants description | The Note is convertible at any time at a price of $2.00 per share, subject to certain adjustments to the conversion price set forth in the Note. The Note reiterates the registration rights set forth in the Loan Agreement and the Warrant. There is no prepayment penalty on the Note. If the Note is not prepaid by the 90th day after the effective date of the Registration Statement, the Investor is required to convert the entire amount of principal and interest outstanding on the Note at that time, at a price of $2.00 per share, unless an event of default (as such events are described in the Note) under the Note has occurred, in which case the Note would be mandatorily converted at a price equal to 50% of the lowest trading price of the Common Stock for the last 10 trading days immediately prior to, but not including, the date that the Note mandatorily converts. In the event that the average of the 15 lowest closing prices for the Company's common stock on NASDAQ or other primary trading market for the Company's common stock (the average of such lowest closing prices being herein referred to, the "True-up Price") during the period beginning on the effective date of the Registration Statement and ending on the 90th day after the effective date of the Registration Statement (the "Subsequent Pricing Period") is less than $2.00 per share, then the Company will issue the Lender additional shares of the Company's common stock (the "True-up Shares") within three days. No value has been assigned to the True-up Shares due to the contingency of an effective Registration Statement. The warrant has an exercise price of $2.00 per share, subject to certain adjustments to the exercise price set forth in the Warrant. The Warrant, as amended, expires on January 23, 2023. If the closing price per share of the Common Stock reported on the day immediately preceding an exercise of the Warrant is greater than $2.00 per share, the Warrant may be exercised cashlessly, based on a cashless exercise formula. The Warrant reiterates the registration rights set forth in the Loan Agreement and the Note. The Warrant also contains a repurchase provision, which at any time after the Registration Statement is effective and the Common Stock has traded at a price over $3.00 share for 20 consecutive days, gives the Company a 30-day option to repurchase any unexercised portion of the Warrant at a price of $1.00 per share | |||||||||||||||||||||||||||||||||
Warrants expiration date | Jan. 23, 2023 | |||||||||||||||||||||||||||||||||
Loan Agreement [Member] | Ed Roses, LLC [Member] | Sook Hyun Lee [Member] | ||||||||||||||||||||||||||||||||||
Warrants expiration date | Apr. 15, 2020 | |||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 15.00% | |||||||||||||||||||||||||||||||||
Loans payable | $ 150,000 | |||||||||||||||||||||||||||||||||
Common stock in reserve | shares | 75,000 | |||||||||||||||||||||||||||||||||
Commitment fee | $ 30,000 | |||||||||||||||||||||||||||||||||
Loan Agreement [Member] | Edison Nation Inc. [Member] | Paycheck Protection Program [Member] | ||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Apr. 15, 2022 | |||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 1.00% | |||||||||||||||||||||||||||||||||
Proceeds from loan | $ 789,852 | |||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||
Number of shares of common stock | shares | 20,000 | |||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Jefferson Street Capital, LLC [Member] | Investor [Member] | ||||||||||||||||||||||||||||||||||
Debt instrument, conversion price | $ / shares | $ 2.05 | $ 2.05 | ||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 224,000 | $ 168,000 | ||||||||||||||||||||||||||||||||
Number of shares of common stock | shares | 14,266 | 10,700 | ||||||||||||||||||||||||||||||||
Debt instrument, unamortized discount | $ 24,000 | $ 18,000 | ||||||||||||||||||||||||||||||||
Proceeds from notes | $ 200,000 | $ 150,000 | ||||||||||||||||||||||||||||||||
Debt instrument, description | The Note has a term of six (6) months, is due on January 29, 2021 and has a one-time interest charge of 2%. | The Note has a term of six (6) months, is due on October 7, 2020 and has a one-time interest charge of 2%. | ||||||||||||||||||||||||||||||||
Debt conversion description | Upon an Event of Default, the Conversion Price shall equal the Alternate Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower's securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The "Alternate Conversion Price" shall equal the lesser of (i) 80% multiplied by the average of the three lowest daily volume weighted average prices ("VWAP") during the previous twenty (20) Trading Days (as defined below) before the Issue Date of this Note (representing a discount rate of 20%) or (ii) 80% multiplied by the Market Price (as defined herein) (representing a discount rate of 20%). "Market Price" means the average of the three lowest daily VWAPs for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. | Upon an Event of Default, the Conversion Price shall equal the Alternate Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower's securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The "Alternate Conversion Price" shall equal the lesser of (i) 80% multiplied by the average of the three lowest daily volume weighted average prices ("VWAP") during the previous twenty (20) Trading Days (as defined below) before the Issue Date of this Note (representing a discount rate of 20%) or (ii) 80% multiplied by the Market Price (as defined herein) (representing a discount rate of 20%). "Market Price" means the average of the three lowest daily VWAPs for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. | ||||||||||||||||||||||||||||||||
Trading days | d / TradingDays | 20 | 20 | ||||||||||||||||||||||||||||||||
Debt discount rate | 20.00% | |||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | BHP Capital NY Inc [Member] | Investor [Member] | ||||||||||||||||||||||||||||||||||
Debt instrument, conversion price | $ / shares | $ 2.05 | |||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 168,000 | |||||||||||||||||||||||||||||||||
Number of shares of common stock | shares | 10,700 | |||||||||||||||||||||||||||||||||
Debt instrument, unamortized discount | $ 18,000 | |||||||||||||||||||||||||||||||||
Proceeds from notes | $ 150,000 | |||||||||||||||||||||||||||||||||
Debt instrument, description | The Note has a term of six (6) months, is due on October 7, 2020 and has a one-time interest charge of 2%. | |||||||||||||||||||||||||||||||||
Debt conversion description | Upon an Event of Default, the Conversion Price shall equal the Alternate Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower's securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The "Alternate Conversion Price" shall equal the lesser of (i) 80% multiplied by the average of the three lowest daily volume weighted average prices ("VWAP") during the previous twenty (20) Trading Days (as defined below) before the Issue Date of this Note (representing a discount rate of 20%) or (ii) 80% multiplied by the Market Price (as defined herein) (representing a discount rate of 20%). "Market Price" means the average of the three lowest daily VWAPs for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. | |||||||||||||||||||||||||||||||||
Trading days | d / TradingDays | 20 | |||||||||||||||||||||||||||||||||
Debt discount rate | 20.00% | |||||||||||||||||||||||||||||||||
Debt Conversion Agreement [Member] | ||||||||||||||||||||||||||||||||||
Debt instrument, conversion price | $ / shares | $ 2 | |||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 424,000 | |||||||||||||||||||||||||||||||||
Share issued price per share | $ / shares | $ 2.08 | |||||||||||||||||||||||||||||||||
Stock issued for restricted common stock | shares | 212,000 | |||||||||||||||||||||||||||||||||
5% Promissory Note Agreement [Member] | Ralls Note [Member] | ||||||||||||||||||||||||||||||||||
Warrants purchase | shares | 125,000 | |||||||||||||||||||||||||||||||||
Warrants expiration date | Jul. 10, 2020 | |||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 267,000 | |||||||||||||||||||||||||||||||||
Debt instrument, unamortized discount | 17,000 | |||||||||||||||||||||||||||||||||
Payment of debt | 250,000 | |||||||||||||||||||||||||||||||||
Issuance of warrants purchase value | $ 86,725 | |||||||||||||||||||||||||||||||||
Incentive shares | shares | 33,000 | |||||||||||||||||||||||||||||||||
Incentive shares, value | $ 79,860 | |||||||||||||||||||||||||||||||||
5% Promissory Note Agreement [Member] | Solit Note [Member] | ||||||||||||||||||||||||||||||||||
Warrants purchase | shares | 50,000 | |||||||||||||||||||||||||||||||||
Warrants expiration date | Jul. 15, 2020 | |||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 107,000 | |||||||||||||||||||||||||||||||||
Debt instrument, unamortized discount | 7,000 | |||||||||||||||||||||||||||||||||
Payment of debt | 100,000 | |||||||||||||||||||||||||||||||||
Issuance of warrants purchase value | $ 31,755 | |||||||||||||||||||||||||||||||||
Incentive shares | shares | 13,000 | |||||||||||||||||||||||||||||||||
Incentive shares, value | $ 30,420 | |||||||||||||||||||||||||||||||||
5% Promissory Note Agreement [Member] | 'O'Leary Note [Member] | ||||||||||||||||||||||||||||||||||
Warrants purchase | shares | 25,000 | |||||||||||||||||||||||||||||||||
Warrants expiration date | Jul. 17, 2020 | |||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 53,500 | |||||||||||||||||||||||||||||||||
Debt instrument, unamortized discount | 3,500 | |||||||||||||||||||||||||||||||||
Payment of debt | 50,000 | |||||||||||||||||||||||||||||||||
Issuance of warrants purchase value | $ 16,797 | |||||||||||||||||||||||||||||||||
Incentive shares | shares | 6,500 | |||||||||||||||||||||||||||||||||
Incentive shares, value | $ 15,535 | |||||||||||||||||||||||||||||||||
Note Agreement and Common Stock Purchase Warrant [Member] | Paul J. Solit and Julie B. Solit [Member] | ||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Dec. 15, 2020 | |||||||||||||||||||||||||||||||||
Debt instrument, unamortized discount | $ 14,000 | |||||||||||||||||||||||||||||||||
Note Agreement and Common Stock Purchase Warrant [Member] | Richard O'Leary [Member] | ||||||||||||||||||||||||||||||||||
Warrants expiration date | Jun. 30, 2021 | |||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Jan. 17, 2021 | |||||||||||||||||||||||||||||||||
Debt instrument, unamortized discount | $ 7,000 | |||||||||||||||||||||||||||||||||
Additional incentive shares | shares | 6,500 | |||||||||||||||||||||||||||||||||
Additional incentive shares, value | $ 24,570 | |||||||||||||||||||||||||||||||||
Note Agreement and Common Stock Purchase Warrant [Member] | Lender [Member] | Paul J. Solit and Julie B. Solit [Member] | ||||||||||||||||||||||||||||||||||
Additional incentive shares | shares | 13,000 | |||||||||||||||||||||||||||||||||
Additional incentive shares, value | $ 49,140 | |||||||||||||||||||||||||||||||||
Note Agreement and Common Stock Purchase Warrant [Member] | Lender [Member] | Richard O'Leary [Member] | ||||||||||||||||||||||||||||||||||
Additional incentive shares | shares | 6,500 | |||||||||||||||||||||||||||||||||
Note Agreement and Common Stock Purchase Warrant [Member] | Equity Trust Company [Member] | ||||||||||||||||||||||||||||||||||
Number of shares of common stock | shares | 33,000 | |||||||||||||||||||||||||||||||||
Incentive shares, value | $ 124,740 | |||||||||||||||||||||||||||||||||
Note Agreement and Common Stock Purchase Warrant [Member] | Equity Trust Company [Member] | Rawleigh H. Ralls IRA [Member] | ||||||||||||||||||||||||||||||||||
Number of shares of common stock | shares | 191,000 | |||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Jan. 10, 2021 | |||||||||||||||||||||||||||||||||
Debt instrument, unamortized discount | $ 34,000 | |||||||||||||||||||||||||||||||||
Incentive shares | shares | 33,000 | |||||||||||||||||||||||||||||||||
Additional incentive shares | shares | 33,000 | |||||||||||||||||||||||||||||||||
Number of warrants to purchase shares of common stock | shares | 125,000 | |||||||||||||||||||||||||||||||||
Note Agreement and Common Stock Purchase Warrant [Member] | Equity Trust Company [Member] | Lender [Member] | ||||||||||||||||||||||||||||||||||
Additional incentive shares | shares | 33,000 | |||||||||||||||||||||||||||||||||
Purchase of Inventory and Repurchase Agreement [Member] | ||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Dec. 10, 2020 | |||||||||||||||||||||||||||||||||
Purchase of Inventory and Repurchase Agreement [Member] | Assignee [Member] | ||||||||||||||||||||||||||||||||||
Debt instrument, description | The Company agreed to pay the Purchaser-Assignee 2% per month for extension periods commencing July 1, 2020 through December 10, 2020. | |||||||||||||||||||||||||||||||||
Commitment fee | $ 13,053 | |||||||||||||||||||||||||||||||||
Finance receivables | $ 128,077 | $ 128,077 | ||||||||||||||||||||||||||||||||
Financing Arrangement [Member] | ||||||||||||||||||||||||||||||||||
Finance receivables | 463,843 | 463,843 | ||||||||||||||||||||||||||||||||
Receivables Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||
Receivables sold | $ 337,500 | $ 250,000 | ||||||||||||||||||||||||||||||||
Proceeds from receivables | $ 250,000 | $ 200,000 | ||||||||||||||||||||||||||||||||
Secured Line of Credit Agreement [Member] | ||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 2,500,000 | $ 2,500,000 | ||||||||||||||||||||||||||||||||
Debt instrument, description | In the event of a default, any and all amounts due to PPE by Global, including principal and accrued but unpaid interest, shall increase by forty (40%) percent and the interest shall increase to five (5%) percent (the "Default Interest"). | |||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 3.00% | 3.00% | ||||||||||||||||||||||||||||||||
Line of credit | $ 1,153,800 | $ 1,153,800 | ||||||||||||||||||||||||||||||||
Debt instrument term | 6 months |
Debt (Details Narrative) (10-K)
Debt (Details Narrative) (10-K) - USD ($) | Apr. 15, 2020 | Apr. 15, 2020 | Mar. 16, 2020 | Jan. 24, 2020 | Jan. 23, 2020 | Dec. 04, 2019 | Nov. 18, 2019 | Nov. 12, 2019 | Aug. 26, 2019 | Jun. 17, 2019 | Jun. 14, 2019 | May 16, 2019 | May 13, 2019 | Mar. 06, 2019 | Sep. 30, 2018 | Sep. 07, 2018 | Sep. 04, 2018 | Dec. 01, 2016 | Jul. 31, 2019 | Apr. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 02, 2020 | Dec. 27, 2018 | Apr. 24, 2014 |
Line of credit | $ 1,000,000 | ||||||||||||||||||||||||||||
Line of credit facility, interest rate | 8.50% | ||||||||||||||||||||||||||||
Debt instrument, interest rate | 5.00% | 5.00% | |||||||||||||||||||||||||||
Debt instrument, unamortized discount | $ 501,941 | $ 501,941 | $ 595,088 | ||||||||||||||||||||||||||
Long term debt | 7,561,041 | $ 7,561,041 | $ 6,208,678 | ||||||||||||||||||||||||||
Debt term | 5 years | 5 years | 5 years | 5 years | |||||||||||||||||||||||||
Number of common stock issued, value | $ 2,039,303 | $ 5,315,176 | |||||||||||||||||||||||||||
Interest expense related parties | 74,736 | $ 78,475 | $ 227,062 | $ 238,111 | 1,298,168 | 320,781 | |||||||||||||||||||||||
Interest expense debt | 1,004,626 | $ 349,172 | 2,667,513 | $ 875,036 | 501,221 | ||||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||||||
Number of shares of common stock | 12,500 | ||||||||||||||||||||||||||||
Number of common stock issued, value | $ 12,500 | $ 477,500 | |||||||||||||||||||||||||||
SRM and Fergco Acquisition [Member] | |||||||||||||||||||||||||||||
Debt instrument, interest rate | 6.00% | ||||||||||||||||||||||||||||
Business combination, consideration transferred, notes payable issued | $ 2,996,500 | ||||||||||||||||||||||||||||
Debt effective interest rate | 6.00% | ||||||||||||||||||||||||||||
NL Penn Capital, L.P [Member] | |||||||||||||||||||||||||||||
Debt instrument, maturity date | Dec. 1, 2020 | ||||||||||||||||||||||||||||
Debt instrument, face amount | $ 2,120,000 | ||||||||||||||||||||||||||||
Debt instrument, periodic payment terms, balloon payment to be paid | $ 677,698 | ||||||||||||||||||||||||||||
Stockholders of Fergco [Member] | |||||||||||||||||||||||||||||
Debt instrument, maturity date | Dec. 1, 2020 | ||||||||||||||||||||||||||||
Debt instrument, face amount | $ 876,500 | ||||||||||||||||||||||||||||
Debt instrument, periodic payment terms, balloon payment to be paid | $ 1,249,043 | ||||||||||||||||||||||||||||
Loan Agreement [Member] | |||||||||||||||||||||||||||||
Debt instrument, interest rate | 1.50% | ||||||||||||||||||||||||||||
Loan Agreement [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||
Debt instrument, maturity date | Apr. 15, 2022 | Jan. 23, 2023 | |||||||||||||||||||||||||||
Number of warrants to purchase shares of common stock | 550,000 | ||||||||||||||||||||||||||||
Warrants, exercise price | $ 2 | ||||||||||||||||||||||||||||
Debt effective interest rate | 1.00% | 1.00% | |||||||||||||||||||||||||||
Loan Agreement [Member] | Cloud B, Inc. [Member] | |||||||||||||||||||||||||||||
Debt instrument, maturity date | Dec. 31, 2017 | ||||||||||||||||||||||||||||
Long term debt | $ 300,000 | ||||||||||||||||||||||||||||
Debt term | 6 months | ||||||||||||||||||||||||||||
Loan Agreement [Member] | Tiburon Opportunity Fund [Member] | |||||||||||||||||||||||||||||
Debt instrument, interest rate | 1.50% | ||||||||||||||||||||||||||||
Debt instrument, maturity date | Dec. 27, 2019 | ||||||||||||||||||||||||||||
Long term debt | $ 250,000 | ||||||||||||||||||||||||||||
Loan Agreement [Member] | Tiburon Opportunity Fund [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||
Debt instrument, face amount | $ 400,000 | ||||||||||||||||||||||||||||
Debt effective interest rate | 1.50% | ||||||||||||||||||||||||||||
Senior Secured Note Agreement [Member] | 32 Entertainment LLC [Member] | |||||||||||||||||||||||||||||
Debt instrument, interest rate | 10.00% | ||||||||||||||||||||||||||||
Debt instrument, maturity date | Dec. 4, 2020 | ||||||||||||||||||||||||||||
Number of shares of common stock | 10,000 | ||||||||||||||||||||||||||||
Long term debt | $ 250,000 | ||||||||||||||||||||||||||||
Number of warrants to purchase shares of common stock | 50,000 | ||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||
Number of shares of common stock | 20,000 | ||||||||||||||||||||||||||||
Financing Arrangement [Member] | |||||||||||||||||||||||||||||
Financing receivable description | The agreement allows for borrowings up to 80% of the outstanding receivable based on the credit quality of the customer. The fee is between 1% and 2% of the total invoices financed. | ||||||||||||||||||||||||||||
Receivables Purchase Agreement [Member] | |||||||||||||||||||||||||||||
Financing receivable | $ 225,000 | ||||||||||||||||||||||||||||
Payments to acquire financing receivables | $ 200,000 | ||||||||||||||||||||||||||||
Future Purchase Agreement [Member] | |||||||||||||||||||||||||||||
Financing receivable | $ 337,500 | ||||||||||||||||||||||||||||
Payments to acquire financing receivables | $ 250,000 | ||||||||||||||||||||||||||||
Linda Suh [Member] | Loan Agreement [Member] | Cloud B, Inc. [Member] | |||||||||||||||||||||||||||||
Debt instrument, interest rate | 7.00% | ||||||||||||||||||||||||||||
Long term debt | $ 100,000 | ||||||||||||||||||||||||||||
Debt effective interest rate | 8.00% | ||||||||||||||||||||||||||||
John Royan [Member] | Loan Agreement [Member] | Cloud B, Inc. [Member] | |||||||||||||||||||||||||||||
Debt instrument, interest rate | 7.00% | ||||||||||||||||||||||||||||
Long term debt | $ 500,000 | ||||||||||||||||||||||||||||
Debt effective interest rate | 8.00% | ||||||||||||||||||||||||||||
Senior Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||
Convertible notes payable | $ 1,428,161 | $ 1,634,497 | $ 1,634,497 | 1,061,495 | $ 961,494 | ||||||||||||||||||||||||
Debt instrument, interest rate | 4.00% | ||||||||||||||||||||||||||||
Debt conversion price per share | $ 5 | ||||||||||||||||||||||||||||
Debt instrument, maturity date | Sep. 4, 2023 | ||||||||||||||||||||||||||||
Debt instrument, unamortized discount | $ 500,000 | ||||||||||||||||||||||||||||
Debt instrument, beneficial conversion feature | The Company recorded a debt discount of $500,000 related to the beneficial conversion feature that will be amortized over five (5) years to interest expense. | ||||||||||||||||||||||||||||
February 2018 and March 2018 Notes [Member] | |||||||||||||||||||||||||||||
Notes payable | $ 645,000 | ||||||||||||||||||||||||||||
February 2018 and March 2018 Notes [Member] | Note Holder One [Member] | |||||||||||||||||||||||||||||
Number of shares of common stock | 20,000 | ||||||||||||||||||||||||||||
Interest expense related parties | $ 167,500 | ||||||||||||||||||||||||||||
February 2018 and March 2018 Notes [Member] | Note Holder Two [Member] | |||||||||||||||||||||||||||||
Number of shares of common stock | 13,500 | ||||||||||||||||||||||||||||
Commercial Delivery Vehicle Borrowings [Member] | |||||||||||||||||||||||||||||
Debt instrument, interest rate | 4.50% | ||||||||||||||||||||||||||||
Debt instrument, maturity date | Sep. 6, 2023 | ||||||||||||||||||||||||||||
Long term debt | $ 73,559 | ||||||||||||||||||||||||||||
Debt instrument, periodic payment | 1,371 | ||||||||||||||||||||||||||||
Debt instrument, collateral amount | $ 75,000 | ||||||||||||||||||||||||||||
Promissory Note [Member] | |||||||||||||||||||||||||||||
Debt instrument, unamortized discount | $ 50,000 | $ 62,000 | |||||||||||||||||||||||||||
Notes payable | $ 300,000 | ||||||||||||||||||||||||||||
Number of shares of common stock | 20,000 | ||||||||||||||||||||||||||||
12% Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||
Debt instrument, maturity date | Feb. 26, 2020 | ||||||||||||||||||||||||||||
Debt instrument, unamortized discount | $ 60,000 | ||||||||||||||||||||||||||||
Number of shares of common stock | 181,005 | ||||||||||||||||||||||||||||
Debt instrument, face amount | $ 560,000 | ||||||||||||||||||||||||||||
Number of shares returned | 153,005 | ||||||||||||||||||||||||||||
12% Convertible Promissory Note [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||
Number of shares returned | 153,005 | ||||||||||||||||||||||||||||
Number of reserved shares canceled | 875,000 | ||||||||||||||||||||||||||||
FirstFire Note [Member] | Accredited Investor [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||
Debt instrument, unamortized discount | $ 60,000 | ||||||||||||||||||||||||||||
Number of shares of common stock | 15,000 | ||||||||||||||||||||||||||||
Debt instrument, face amount | $ 560,000 | ||||||||||||||||||||||||||||
Number of common stock issued, value | $ 74,100 | ||||||||||||||||||||||||||||
FirstFire Note [Member] | Accredited Investor [Member] | Settlement Agreement [Member] | |||||||||||||||||||||||||||||
Number of shares of common stock | 15,000 | ||||||||||||||||||||||||||||
Repayments of convertible notes | $ 566,000 | ||||||||||||||||||||||||||||
May 2019 Notes [Member] | Accredited Investor [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||
Debt instrument, maturity date | Nov. 13, 2019 | ||||||||||||||||||||||||||||
Debt instrument, unamortized discount | $ 111,111 | ||||||||||||||||||||||||||||
Debt instrument, face amount | $ 1,111,111 | ||||||||||||||||||||||||||||
Debt conversion description | The per share conversion price into which the principal amount and interest under the May 2019 Notes may be converted is equal to 80% multiplied by the lowest traded price of our common stock during the 20 consecutive trading days preceding the date of conversion. The conversion price may be adjusted in connection with certain material corporate events, and the Company is subject to cash penalties in the event that the Company fails to timely deliver certificates for shares of common stock issuable upon conversion of May 2019 Notes. The May 2019 Notes contain a cap, such that the total number of shares of Common Stock issuable under the May 2019 Notes are limited to 19.99% of the Company's outstanding shares of common stock as of May 13, 2019. The Company issued 20,000 shares of its common stock to the note holders as additional consideration for the purchase of the notes in July 2019. So long as an Event of Default has not occurred under the terms of the May 2019 Notes, the Company may prepay the May 2019 Notes at any time, given not less than three trading days' notice. If the Company exercises its right to prepay the May 2019 Notes at any time within the initial 180 days following May 13, 2019, the prepayment amount to be paid by the Company shall be an amount in cash equal to the sum of 115% multiplied by the principal on the May 2019 Notes then outstanding, plus all accrued and unpaid interest, including unpaid default interest, if any. | ||||||||||||||||||||||||||||
2% Senior Secured Convertible Promissory Notes [Member] | |||||||||||||||||||||||||||||
Number of warrants to purchase shares of common stock | 24,366 | ||||||||||||||||||||||||||||
Warrants, exercise price | $ 2.85 | ||||||||||||||||||||||||||||
Number of common stock issued, value | $ 560,185 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 27, 2018 | Sep. 04, 2018 |
Lines of credit | $ 1,000,000 | ||||
Debt issuance costs | $ (15,573) | $ (30,000) | |||
Total lines of credit | 1,616,668 | 456,995 | 531,804 | ||
Convertible notes payable | 560,000 | ||||
Less: current portion of long-term convertible notes payable | (498,002) | ||||
Noncurrent portion of long-term convertible notes payable | 1,136,495 | 1,061,495 | 961,494 | ||
Total long-term debt | 6,208,678 | ||||
Less: current portion of long-term debt | (821,092) | (1,365,675) | (313,572) | ||
Noncurrent portion of long-term debt | 821,271 | 42,492 | 56,688 | ||
Notes payable | 2,667,513 | 3,282,021 | 3,464,191 | ||
Less: current portion of long-term debt - related parties | (1,214,698) | (1,686,352) | (932,701) | ||
Noncurrent portion of long-term debt - related parties | 1,452,815 | 1,595,669 | 2,531,490 | ||
Senior Convertible Notes Payable [Member] | |||||
Senior convertible notes payable - related parties | 1,428,161 | 1,428,161 | |||
Convertible notes payable | |||||
Debt issuance costs | (353,664) | (366,666) | (466,667) | ||
Total convertible notes payable | 1,634,497 | 1,061,495 | 961,494 | $ 1,428,161 | |
Less: current portion of long-term convertible notes payable | |||||
Noncurrent portion of long-term convertible notes payable | 1,136,495 | 1,061,495 | 961,494 | ||
Notes Payable [Member] | |||||
Debt issuance costs | (148,278) | (212,848) | 0 | ||
Notes payable | 1,790,641 | 1,621,015 | 370,250 | ||
Total long-term debt | 1,642,363 | 1,408,167 | |||
Less: current portion of long-term debt | (821,092) | (1,365,675) | (313,572) | ||
Noncurrent portion of long-term debt | 42,492 | $ 56,688 | |||
Secured Line of Credit [Member] | |||||
Lines of credit | 1,153,800 | ||||
Receivables Financing [Member] | |||||
Lines of credit | $ 462,868 | $ 472,567 |
Debt - Schedule of Debt (Deta_2
Debt - Schedule of Debt (Details) (10-K) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 04, 2018 |
Asset backed line of credit | $ 472,567 | $ 561,804 | ||
Debt issuance costs | (15,573) | (30,000) | ||
Total lines of credit | 1,616,668 | 456,995 | 531,804 | |
Less: current portion of long-term notes payable | 498,002 | |||
Noncurrent portion of long-term convertible notes payable | 1,136,495 | 1,061,495 | 961,494 | |
Total long-term debt | 7,561,041 | 6,208,678 | ||
Less: current portion of long-term debt | (821,092) | (1,365,675) | (313,572) | |
Noncurrent portion of long-term debt | 821,271 | 42,492 | 56,688 | |
Notes payable | 2,667,513 | 3,282,021 | 3,464,191 | |
Less: current portion of long-term debt - related parties | (1,214,698) | (1,686,352) | (932,701) | |
Noncurrent portion of long-term debt - related parties | 1,452,815 | 1,595,669 | 2,531,490 | |
Senior Convertible Notes Payable [Member] | ||||
Senior convertible notes payable | 1,428,161 | 1,428,161 | ||
Debt issuance costs | (353,664) | (366,666) | (466,667) | |
Total long-term senior convertible notes payable | 1,634,497 | 1,061,495 | 961,494 | $ 1,428,161 |
Less: current portion of long-term notes payable | ||||
Noncurrent portion of long-term convertible notes payable | 1,136,495 | 1,061,495 | 961,494 | |
Notes Payable [Member] | ||||
Debt issuance costs | (148,278) | (212,848) | 0 | |
Notes payable | 1,790,641 | 1,621,015 | 370,250 | |
Total long-term debt | 1,408,167 | 370,250 | ||
Less: current portion of long-term debt | $ (821,092) | (1,365,675) | (313,572) | |
Noncurrent portion of long-term debt | $ 42,492 | $ 56,688 |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Long-term Debt (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
2020 (excluding the nine months ended September 30, 2020) | $ 4,206,810 | |
2021 | 206,760 | $ 3,737,443 |
2022 | 2,209,137 | 206,760 |
2023 | 1,440,275 | 1,419,285 |
Thereafter | ||
Long-term Debt, Gross | 8,062,982 | 6,803,766 |
Less: debt discount | (501,941) | (595,088) |
Long-term Debt | $ 7,561,041 | $ 6,208,678 |
Debt - Schedule of Maturities_2
Debt - Schedule of Maturities of Long-term Debt (Details) (10-K) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
2020 | $ 206,760 | $ 3,737,443 |
2021 | 2,209,137 | 206,760 |
2022 | 1,440,275 | 1,419,285 |
2023 | 1,440,278 | |
2024 | ||
Thereafter | ||
Long-term Debt, Gross | 8,062,982 | 6,803,766 |
Less: debt discount | (501,941) | (595,088) |
Long-term Debt | $ 7,561,041 | $ 6,208,678 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) (10-K) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets | $ 3,471,040 | $ 1,194,587 |
Deferred tax assets, valuation allowance | 2,424,196 | 1,194,587 |
Federal [Member] | ||
Operating loss carryforwards | 9,675,770 | 2,223,498 |
State [Member] | ||
Operating loss carryforwards | $ 7,532,274 | $ 0 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income before Income Tax, Domestic and Foreign (Details) (10-K) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||||||
United States | $ (14,210,716) | $ (5,828,261) | ||||
Foreign | (7,811) | 788,159 | ||||
Income before income taxes | $ (2,871,483) | $ (2,631,204) | $ (3,204,130) | $ (5,710,466) | $ (14,218,527) | $ (5,040,102) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) (10-K) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Stock-based compensation | $ 987,747 | $ 682,115 |
Goodwill and intangible assets | 19,410 | |
Operating lease liabilities | 158,430 | |
Net operating loss carryforwards | 2,324,863 | 493,063 |
Less: valuation allowance | (2,424,196) | (1,194,587) |
Net deferred tax assets | 1,046,844 | |
Right of use assets | (153,741) | |
Goodwill and intangible assets | (811,000) | |
Property and equipment | (82,103) | 341 |
Net deferred tax liabilities | (1,046,844) | 341 |
Net deferred tax liabilities | $ 341 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) (10-K) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||||||
Current: Federal | $ 10,185 | |||||
Current: Foreign | 3,166 | 292,491 | ||||
Current: State and local | (22,372) | 35,107 | ||||
Total current | (19,206) | 337,783 | ||||
Deferred: Federal | (896,468) | (722,975) | ||||
Deferred: Foreign | (341) | (2,316) | ||||
Deferred: State and local | (333,141) | (10,102) | ||||
Less: valuation allowance | 1,229,609 | 701,525 | ||||
Total deferred | (341) | (33,868) | ||||
Income tax provision (benefit) | $ 74,200 | $ (19,547) | $ 303,915 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) (10-K) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Tax at federal statutory rate | 21.00% | 21.00% |
Effect of U.S. tax law change | 0.00% | 0.00% |
U.S. income attributable to pass-through entity | 0.00% | 0.00% |
U.S. income subject to valuation allowance | (14.60%) | (20.50%) |
State and local income taxes | 0.20% | 0.00% |
Foreign income not subject to U.S. federal tax | 0.00% | 0.00% |
Foreign tax | 0.00% | (6.30%) |
Nondeductible expenses | (6.50%) | 0.00% |
Other | 0.00% | (0.20%) |
Effective income tax rate | (0.10%) | (6.00%) |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Due to related parties, current | $ 22,005 | $ 17,253 | $ 140,682 |
SRM LLC and NL Penn Capital, LP. [Member] | |||
Due to related parties, current | 22,005 | $ 17,253 | $ 140,682 |
SRM Entertainment Group LLC [Member] | |||
Due from related parties,current | $ 104,000 |
Related Party Transactions (D_2
Related Party Transactions (Details Narrative) (10-K) - USD ($) | Aug. 01, 2018 | Dec. 31, 2019 | Sep. 30, 2020 | Dec. 31, 2018 |
Due to related parties, current | $ 17,253 | $ 22,005 | $ 140,682 | |
Enventys Partners, LLC [Member] | ||||
Related party fee related to services | $ 15,000 | 97,500 | ||
Enventys Partners, LLC [Member] | Website Development [Member] | ||||
Related party fee related to services | 10,000 | |||
NL Penn Capital, LP [Member] | ||||
Due from related parties, current | 470,000 | |||
Best Party Concepts, LLC [Member] | ||||
Due from related parties, current | $ 500,000 | |||
Business acquisition, voting membership interest percentage | 50.00% | |||
SRM LLC and NL Penn Capital, LP. [Member] | ||||
Due to related parties, current | $ 17,253 | $ 22,005 | $ 140,682 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | Oct. 27, 2020 | Oct. 27, 2020 | Apr. 14, 2020 | Apr. 14, 2020 | Feb. 12, 2020 | Jul. 15, 2019 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 15, 2020 | Jan. 02, 2019 |
Operating lease, liability | $ 534,819 | $ 534,819 | $ 754,427 | |||||||||||||
Right of use assets - operating leases, net | $ 505,933 | 505,933 | 732,100 | |||||||||||||
Operating cash outflows relating to operating lease liabilities | $ 71,090 | 219,608 | ||||||||||||||
Operating lease expense | 72,349 | $ 226,167 | ||||||||||||||
Operating lease, weighted average remaining lease term | 3 years 8 months 12 days | 3 years 8 months 12 days | ||||||||||||||
Operating lease, weighted average discount rate, percent | 4.50% | 4.50% | ||||||||||||||
Operating leases, rent expense | 116,183 | $ 128,256 | $ 332,492 | $ 410,759 | 451,711 | 343,253 | ||||||||||
Rental income | $ 25,704 | $ 25,704 | $ 25,704 | $ 25,704 | $ 77,111 | $ 77,111 | $ 102,815 | $ 102,815 | ||||||||
Legal settlement amount | $ 1,100 | |||||||||||||||
Subsequent Event [Member] | ||||||||||||||||
Loss contingency damages sought, value | $ 8,000,000 | $ 8,000,000 | ||||||||||||||
Oceanside Traders, LLC [Member] | ||||||||||||||||
Legal settlement amount | $ 443,383 | |||||||||||||||
Settlement costs | 284,249 | $ 284,249 | ||||||||||||||
Oceanside Traders, LLC [Member] | Subsequent Event [Member] | ||||||||||||||||
Legal settlement amount | 443,383 | |||||||||||||||
Settlement costs | $ 190,105 | |||||||||||||||
Oceanside Traders, LLC [Member] | Plaintiff for Goods Sold [Member] | ||||||||||||||||
Legal settlement amount | 141,007 | |||||||||||||||
Oceanside Traders, LLC [Member] | Plaintiff for Goods Sold [Member] | Subsequent Event [Member] | ||||||||||||||||
Legal settlement amount | 141,007 | |||||||||||||||
Oceanside Traders, LLC [Member] | Overpayments [Member] | ||||||||||||||||
Legal settlement amount | 138,180 | |||||||||||||||
Oceanside Traders, LLC [Member] | Overpayments [Member] | Subsequent Event [Member] | ||||||||||||||||
Legal settlement amount | 138,180 | |||||||||||||||
Oceanside Traders, LLC [Member] | Lost Profits [Member] | ||||||||||||||||
Legal settlement amount | $ 279,187 | |||||||||||||||
Oceanside Traders, LLC [Member] | Lost Profits [Member] | Subsequent Event [Member] | ||||||||||||||||
Legal settlement amount | $ 279,187 | |||||||||||||||
Rosenberg Fortuna & Laitman LLP [Member] | ||||||||||||||||
Legal settlement amount | $ 50,000 | |||||||||||||||
Settlement costs | 50,000 | |||||||||||||||
Rosenberg Fortuna & Laitman LLP [Member] | Subsequent Event [Member] | ||||||||||||||||
Legal settlement amount | 50,000 | |||||||||||||||
Settlement costs | $ 50,000 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Narrative) (10-K) - USD ($) | Apr. 14, 2020 | Apr. 14, 2020 | Feb. 12, 2020 | Sep. 12, 2019 | Jul. 15, 2019 | Jul. 02, 2019 | Nov. 01, 2018 | Oct. 01, 2018 | Aug. 08, 2018 | Jun. 06, 2018 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 15, 2020 |
Operating leases, rent expense | $ 116,183 | $ 128,256 | $ 332,492 | $ 410,759 | $ 451,711 | $ 343,253 | |||||||||||||
Operating leases, rent expense, sublease rentals | 102,815 | 102,815 | |||||||||||||||||
Compensation of common stock, value | $ 319,500 | $ 8,850 | $ 319,500 | $ 8,850 | $ 8,850 | $ 559,499 | |||||||||||||
Legal settlement amount | $ 1,100 | ||||||||||||||||||
Consulting Agreements [Member] | |||||||||||||||||||
Compensation of common stock | 50,000 | ||||||||||||||||||
Agreement term | 1 year | ||||||||||||||||||
Compensation of common stock, value | $ 33,333 | ||||||||||||||||||
Minimum bonus | $ 100,000 | ||||||||||||||||||
Consulting Agreements [Member] | Six-month Anniversary of Agreement [Member] | |||||||||||||||||||
Compensation of common stock | 50,000 | ||||||||||||||||||
Consulting Agreements [Member] | 90 Day Anniversary [Member] | |||||||||||||||||||
Compensation of common stock | 300,000 | ||||||||||||||||||
Agreement term | 5 years | ||||||||||||||||||
Consulting Agreements [Member] | Party After 3-Year Anniversary [Member] | |||||||||||||||||||
Agreement term | 3 years | ||||||||||||||||||
Winter Park, Florida [Member] | |||||||||||||||||||
Lease expiration date | Sep. 30, 2020 | ||||||||||||||||||
Operating leases, rent expense, minimum rentals | $ 1,887 | ||||||||||||||||||
Operating leases, future minimum payments due | $ 45,288 | ||||||||||||||||||
Bethlehem, Pennsylvania [Member] | |||||||||||||||||||
Lease expiration date | Jul. 31, 2020 | ||||||||||||||||||
Operating leases, rent expense, minimum rentals | $ 2,415 | ||||||||||||||||||
Operating leases, future minimum payments due | $ 89,000 | ||||||||||||||||||
Best Party Concepts, LLC [Member] | |||||||||||||||||||
Lease expiration date | May 30, 2020 | ||||||||||||||||||
Operating leases, rent expense, minimum rentals | $ 1,880 | ||||||||||||||||||
Operating leases, future minimum payments due | $ 22,560 | ||||||||||||||||||
SRM Entertainment Ltd. [Member] | |||||||||||||||||||
Lease expiration date | Aug. 7, 2020 | ||||||||||||||||||
Operating leases, rent expense, minimum rentals | $ 6,400 | ||||||||||||||||||
Operating leases, future minimum payments due | $ 154,000 | ||||||||||||||||||
Cloud B, Inc. [Member] | |||||||||||||||||||
Lease expiration date | Oct. 31, 2021 | ||||||||||||||||||
Operating leases, rent expense, minimum rentals | $ 16,175 | ||||||||||||||||||
Operating leases, future minimum payments due | $ 582,300 | ||||||||||||||||||
Oceanside Traders, LLC [Member] | |||||||||||||||||||
Legal settlement amount | $ 443,383 | ||||||||||||||||||
Settlement costs | 284,249 | $ 284,249 | |||||||||||||||||
Oceanside Traders, LLC [Member] | Subsequent Event [Member] | |||||||||||||||||||
Legal settlement amount | 443,383 | ||||||||||||||||||
Settlement costs | $ 190,105 | ||||||||||||||||||
Oceanside Traders, LLC [Member] | Plaintiff for Goods Sold [Member] | |||||||||||||||||||
Legal settlement amount | 141,007 | ||||||||||||||||||
Oceanside Traders, LLC [Member] | Plaintiff for Goods Sold [Member] | Subsequent Event [Member] | |||||||||||||||||||
Legal settlement amount | 141,007 | ||||||||||||||||||
Oceanside Traders, LLC [Member] | Overpayments [Member] | |||||||||||||||||||
Legal settlement amount | 138,180 | ||||||||||||||||||
Oceanside Traders, LLC [Member] | Overpayments [Member] | Subsequent Event [Member] | |||||||||||||||||||
Legal settlement amount | 138,180 | ||||||||||||||||||
Oceanside Traders, LLC [Member] | Lost Profits [Member] | |||||||||||||||||||
Legal settlement amount | $ 279,187 | ||||||||||||||||||
Oceanside Traders, LLC [Member] | Lost Profits [Member] | Subsequent Event [Member] | |||||||||||||||||||
Legal settlement amount | $ 279,187 | ||||||||||||||||||
Rosenberg Fortuna & Laitman LLP [Member] | |||||||||||||||||||
Legal settlement amount | $ 50,000 | ||||||||||||||||||
Settlement costs | 50,000 | ||||||||||||||||||
Rosenberg Fortuna & Laitman LLP [Member] | Subsequent Event [Member] | |||||||||||||||||||
Legal settlement amount | 50,000 | ||||||||||||||||||
Settlement costs | $ 50,000 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Reconciliation of Future Undiscounted Cash Flows (Details) (10-K) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Jan. 02, 2019 | Dec. 31, 2018 |
Commitments and Contingencies Disclosure [Abstract] | ||||
2020 | $ 315,660 | |||
2021 | 267,249 | |||
2022 | 96,288 | |||
2023 | 78,648 | |||
2024 | 52,432 | |||
2025 and thereafter | ||||
Total future lease payments | 810,277 | |||
Less: imputed interest | (55,850) | |||
Present value of future operating lease payments | $ 534,819 | 754,427 | ||
Less: current portion of operating lease liabilities | (279,719) | (272,215) | ||
Operating lease liabilities, net of current portion | 255,100 | 482,212 | ||
Right of use assets - operating leases, net | $ 505,933 | $ 732,100 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Jul. 15, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Feb. 09, 2018 |
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Preferred stock, shares authorized | 30,000,000 | 30,000,000 | 30,000,000 | |||||
Preferred stock, shares issued | 0 | 0 | 0 | |||||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 0 | 0 | ||||||
Employee service share-based compensation, nonvested awards, compensation not yet recognized, stock options | $ 46,605 | |||||||
Common Stock [Member] | ||||||||
Shares issued under stock-based incentives | 1,764,705 | 150,000 | 3,000 | 150,000 | 3,000 | 3,000 | 103,636 | |
Omnibus Incentive Plan [Member] | ||||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 1,764,705 |
Stockholders' Equity (Details_2
Stockholders' Equity (Details Narrative) (10-K) - USD ($) | Oct. 02, 2019 | May 13, 2019 | Oct. 31, 2019 | Mar. 31, 2019 | Aug. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 16, 2019 | Feb. 09, 2018 |
Number of common stock issued, value | $ 2,039,303 | $ 5,315,176 | ||||||||||
Proceeds from issuance of common stock | $ 2,039,303 | $ 2,048,562 | $ 5,315,176 | |||||||||
Common stock, shares, issued | 11,893,291 | 8,015,756 | 5,654,830 | |||||||||
Common stock, shares, outstanding | 11,893,291 | 8,015,756 | 5,654,830 | |||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Preferred stock, authorized | 30,000,000 | 30,000,000 | ||||||||||
Preferred stock, shares Issued | 0 | 0 | ||||||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 0 | |||||||||||
Share-based compensation arrangement by share-based payment award, options, nonvested, number of shares | 26,667 | |||||||||||
Employee service share-based compensation, nonvested awards, compensation not yet recognized, stock options | $ 46,605 | |||||||||||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, period for recognition | 1 year | |||||||||||
Share-based compensation | $ 2,765,022 | $ 876,585 | $ 2,299,915 | $ 3,386,493 | ||||||||
Gross proceeds from the PIPE transaction | 2,350,000 | |||||||||||
Payments for placement agent and lawyers fees | 310,697 | |||||||||||
Consultants [Member] | ||||||||||||
Stock issued during period, shares, issued for services | 10,500 | |||||||||||
PIPE Purchase Agreement [Member] | ||||||||||||
Common stock, par value | $ 0.001 | |||||||||||
Purchase price per share | $ 2 | |||||||||||
SRM Entertainment Ltd. [Member] | Consultants [Member] | ||||||||||||
Stock issued during period, shares, issued for services | 344,250 | |||||||||||
Alexander Capital, LP [Member] | ||||||||||||
Placement agent commission | 141,000 | |||||||||||
Payments for placement agent debt restructuring fee | 64,208 | |||||||||||
Placement agent debt conversion fee | 15,889 | |||||||||||
Placement agent fees | $ 33,600 | |||||||||||
Consulting Agreements [Member] | ||||||||||||
Share-based compensation | $ 1,721,250 | |||||||||||
PIPE Purchase Agreement [Member] | Accredited Investors [Member] | ||||||||||||
Number of shares of common stock | 1,175,000 | |||||||||||
Common stock, par value | $ 0.001 | |||||||||||
Purchase price per share | $ 2 | |||||||||||
Percentage the entity is obligated to pay on total purchase price per month | 1.00% | |||||||||||
Maximum percentage the entity is obligated to pay on total purchase price in aggregate | 8.00% | |||||||||||
Debt conversion, converted instrument, shares | 560,185 | |||||||||||
Debt instrument, convertible, conversion price | $ 2 | |||||||||||
Selling Agent Agreement [Member] | Selling Agent Warrants [Member] | ||||||||||||
Number of warrants to purchase shares of common stock | 65,626 | |||||||||||
Warrant, exercise price | $ 6 | |||||||||||
Value of warrants issued, percentage | 6.00% | |||||||||||
Percentage of exercise price of shares issued | 125.00% | |||||||||||
Description of stock on transaction | The Company agreed to issue to the selling agent in the IPO, warrants to purchase a number of shares of the common stock equal to 5.0% of the total shares of common stock sold in any closing of the IPO, excluding shares purchased by investors sourced via alternative funding platforms (the "Selling Agent Warrants"). | |||||||||||
Class of warrant or right expiration period | 5 years | |||||||||||
Class of warrant or right exercise price percentage threshold | 20.00% | |||||||||||
Class of warrant or right, outstanding | 65,626 | |||||||||||
Common Stock [Member] | ||||||||||||
Number of shares of common stock | 1,175,000 | 1,312,520 | ||||||||||
Number of common stock issued, value | $ 1,175 | $ 1,313 | ||||||||||
Common stock, shares, issued | 8,015,756 | 5,654,930 | ||||||||||
Common stock, shares, outstanding | 8,015,756 | 5,654,930 | ||||||||||
Stock issued during period, shares, issued for services | 92,000 | 125,000 | 291,736 | 158,797 | ||||||||
Placement Agent Warrants [Member] | ||||||||||||
Number of warrants to purchase shares of common stock | 70,500 | |||||||||||
Warrant, exercise price | $ 2.50 | |||||||||||
Omnibus Incentive Plan [Member] | ||||||||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 1,764,705 | |||||||||||
IPO [Member] | ||||||||||||
Number of shares of common stock | 1,312,520 | |||||||||||
Public offering price per share | $ 5 | |||||||||||
Number of common stock issued, value | $ 6,562,600 | |||||||||||
Proceeds from issuance of common stock | 5,315,176 | |||||||||||
Underwriter commissions and expenses | 714,802 | |||||||||||
Legal fees | 157,358 | |||||||||||
Escrow closing fees | 4,000 | |||||||||||
Deferred offering costs | $ 1,204,030 | |||||||||||
Private Placement [Member] | PIPE Purchase Agreement [Member] | ||||||||||||
Number of shares of common stock | 1,175,000 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Share-based Compensation, Stock Options, Activity (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
Shares, Balance, Beginning | 80,000 | 290,000 |
Shares, Granted | ||
Shares, Balance, Ending | 80,000 | 80,000 |
Shares, Exercisable, Balance, Ending | 80,000 | |
Weighted Average Exercise Price, Balance, Beginning | $ 7.01 | $ 5.55 |
Weighted Average Exercise Price, Granted | ||
Weighted Average Exercise Price, Balance, Ending | 7.01 | 7.01 |
Weighted Average Exercise Price, Exercisable, Balance, Ending | $ 7.01 | $ 7.01 |
Remaining Contractual Life in Years, Balance, Beginning | 3 years 8 months 12 days | 4 years 2 months 12 days |
Remaining Contractual Life in Years, Granted | 0 years | 0 years |
Remaining Contractual Life in Years, Balance, Ending | 3 years 6 months | 3 years 8 months 12 days |
Remaining Contractual Life in Years, Exercisable, Balance, Ending | 3 years 6 months | 3 years 8 months 12 days |
Aggregate Intrinsic Value, Balance, Beginning | ||
Aggregate Intrinsic Value, Granted | ||
Aggregate Intrinsic Value, Balance, Ending | ||
Aggregate Intrinsic Value, Exercisable, Balance, Ending |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Share-based Compensation, Stock Options, Activity (Details) (10-K) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
Shares, Balance, Beginning | 80,000 | 290,000 |
Shares, Granted | ||
Shares, Forfeited | (210,000) | |
Shares, Balance, Ending | 80,000 | 80,000 |
Shares, Exercisable, Balance, Ending | 80,000 | |
Weighted Average Exercise Price, Balance, Beginning | $ 7.01 | $ 5.55 |
Weighted Average Exercise Price, Granted | ||
Weighted Average Exercise Price, Forfeited | 5 | |
Weighted Average Exercise Price, Balance, Ending | 7.01 | 7.01 |
Weighted Average Exercise Price, Exercisable, Balance, Ending | $ 7.01 | $ 7.01 |
Remaining Contractual Life in Years, Balance, Beginning | 3 years 8 months 12 days | 4 years 2 months 12 days |
Remaining Contractual Life in Years, Granted | 0 years | 0 years |
Remaining Contractual Life in Years, Forfeited | 0 years | |
Remaining Contractual Life in Years, Balance, Ending | 3 years 6 months | 3 years 8 months 12 days |
Remaining Contractual Life in Years, Exercisable, Balance, Ending | 3 years 6 months | 3 years 8 months 12 days |
Aggregate Intrinsic Value, Balance, Beginning | ||
Aggregate Intrinsic Value, Granted | ||
Aggregate Intrinsic Value, Forfeited | ||
Aggregate Intrinsic Value, Balance, Ending | ||
Aggregate Intrinsic Value, Exercisable, Balance, Ending |
Stockholders' Equity - Schedu_3
Stockholders' Equity - Schedule of Stock Compensation Expense by Award Type (Details) (10-K) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Allocated Share-based Compensation Expense | $ 2,299,915 | $ 3,248,166 |
Stock Option Awards [Member] | ||
Allocated Share-based Compensation Expense | 175,675 | 304,745 |
Non-Employee Awards [Member] | ||
Allocated Share-based Compensation Expense | 1,564,670 | 2,329,874 |
Restricted Stock Unit Awards [Member] | ||
Allocated Share-based Compensation Expense | 447,300 | 559,499 |
Phantom Stock Awards [Member] | ||
Allocated Share-based Compensation Expense | $ 112,270 | $ 54,048 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Feb. 02, 2021 | Jan. 29, 2021 | Jan. 22, 2021 | Jan. 21, 2021 | Jan. 20, 2021 | Jan. 19, 2021 | Jan. 11, 2021 | Jan. 05, 2021 | Dec. 31, 2020 | Dec. 29, 2020 | Dec. 16, 2020 | Dec. 14, 2020 | Nov. 20, 2020 | Nov. 17, 2020 | Nov. 10, 2020 | Oct. 29, 2020 | Oct. 27, 2020 | Oct. 27, 2020 | Oct. 16, 2020 | Oct. 12, 2020 | Oct. 08, 2020 | Oct. 07, 2020 | Sep. 29, 2020 | May 21, 2020 | Apr. 24, 2020 | Apr. 15, 2020 | Mar. 16, 2020 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 07, 2020 | Mar. 25, 2020 |
Number of common stock issued, value | $ 2,039,303 | $ 5,315,176 | |||||||||||||||||||||||||||||||||||
Preferred stock, designated | 30,000,000 | 30,000,000 | 30,000,000 | ||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||||
Value of shares issued during period for service rendered | $ 253,000 | $ 394,125 | $ 738,300 | 801,000 | |||||||||||||||||||||||||||||||||
Number of shares issued as compensation, shares | $ 319,500 | $ 8,850 | $ 319,500 | $ 8,850 | 8,850 | 559,499 | |||||||||||||||||||||||||||||||
Number of shares issued as compensation | 98,613 | ||||||||||||||||||||||||||||||||||||
Consultants [Member] | |||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 10,500 | ||||||||||||||||||||||||||||||||||||
Jefferson Street Capital, LLC [Member] | |||||||||||||||||||||||||||||||||||||
Note payable | $ 740,000 | ||||||||||||||||||||||||||||||||||||
Notes Payable [Member] | |||||||||||||||||||||||||||||||||||||
Note payable | 1,790,641 | 1,790,641 | $ 1,621,015 | $ 370,250 | |||||||||||||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||
Number of shares of common stock | 12,500 | ||||||||||||||||||||||||||||||||||||
Number of common stock issued, value | $ 12,500 | $ 477,500 | |||||||||||||||||||||||||||||||||||
Preferred stock, designated | 30,000,000 | ||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | ||||||||||||||||||||||||||||||||||||
Stock conversion | Each share of Series B shall be convertible into 1 share of Common Stock, on or after the twelve month anniversary of the Original Issue Date at the option of the Holder thereof, for a total not to exceed 1,000,000 shares of Common Stock. | ||||||||||||||||||||||||||||||||||||
Loss contigency damages sought value | $ 8,000,000 | $ 8,000,000 | |||||||||||||||||||||||||||||||||||
Shares issued upon conversion of restricted stock | 40,000 | ||||||||||||||||||||||||||||||||||||
Value of converted common stock | $ 59,600 | ||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Employee [Member] | 2020 Omnibus Plan [Member] | |||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 10,000 | ||||||||||||||||||||||||||||||||||||
Value of shares issued during period for service rendered | $ 15,000 | ||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Consultant [Member] | |||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 50,000 | ||||||||||||||||||||||||||||||||||||
Value of shares issued during period for service rendered | $ 114,000 | ||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Consultant [Member] | 2020 Omnibus Plan [Member] | |||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 50,000 | 11,000 | |||||||||||||||||||||||||||||||||||
Value of shares issued during period for service rendered | $ 75,000 | $ 16,500 | |||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Director [Member] | 2020 Omnibus Plan [Member] | |||||||||||||||||||||||||||||||||||||
Number of shares issued as compensation, shares | $ 60,000 | 30,000 | |||||||||||||||||||||||||||||||||||
Number of shares issued as compensation | $ 90,000 | $ 45,000 | |||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Consultants [Member] | |||||||||||||||||||||||||||||||||||||
Number of shares of common stock | 100,000 | ||||||||||||||||||||||||||||||||||||
Number of common stock issued, value | $ 327,000 | ||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||
Number of shares of common stock | 1,000,000 | ||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Series B Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||
Preferred stock, designated | 1,000,000 | ||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | ||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Jefferson Street Capital, LLC [Member] | |||||||||||||||||||||||||||||||||||||
Number of shares of common stock | 10,700 | ||||||||||||||||||||||||||||||||||||
Number of common stock issued, value | $ 21,935 | ||||||||||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||||||||||
Number of common stock for acquisition | 557,084 | ||||||||||||||||||||||||||||||||||||
Number of shares of common stock | 1,175,000 | 1,312,520 | |||||||||||||||||||||||||||||||||||
Number of common stock issued, value | $ 1,175 | $ 1,313 | |||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 92,000 | 125,000 | 291,736 | 158,797 | |||||||||||||||||||||||||||||||||
Value of shares issued during period for service rendered | $ 92 | $ 125 | $ 292 | $ 159 | |||||||||||||||||||||||||||||||||
Number of shares issued as compensation, shares | $ 150 | $ 3 | 150 | $ 3 | 3 | 104 | |||||||||||||||||||||||||||||||
Number of shares issued as compensation | 45 | ||||||||||||||||||||||||||||||||||||
Common Stock [Member] | Subsequent Event [Member] | Consultants [Member] | |||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 58,000 | ||||||||||||||||||||||||||||||||||||
Value of shares issued during period for service rendered | $ 87,000 | ||||||||||||||||||||||||||||||||||||
Common Stock [Member] | Subsequent Event [Member] | Consultants [Member] | 2020 Omnibus Plan [Member] | |||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | 100,000 | 150,000 | |||||||||||||||||||||||||||||||||||
Value of shares issued during period for service rendered | $ 150,000 | $ 225,000 | |||||||||||||||||||||||||||||||||||
Common Stock [Member] | Subsequent Event [Member] | Rawleigh Ralls [Member] | |||||||||||||||||||||||||||||||||||||
Number of shares of common stock | 125,000 | ||||||||||||||||||||||||||||||||||||
Number of common stock issued, value | $ 250,000 | ||||||||||||||||||||||||||||||||||||
Note Issued April 7, 2020 [Member] | Subsequent Event [Member] | Jefferson Street Capital, LLC [Member] | 2020 Omnibus Plan [Member] | |||||||||||||||||||||||||||||||||||||
Number of shares of common stock | 27,415 | 41,730 | |||||||||||||||||||||||||||||||||||
Number of common stock issued, value | $ 41,123 | $ 62,595 | |||||||||||||||||||||||||||||||||||
Partial Exercise of Warrants Issued [Member] | Common Stock [Member] | Subsequent Event [Member] | Greentree Financial Group, Inc [Member] | |||||||||||||||||||||||||||||||||||||
Number of shares of common stock | 350,000 | 200,000 | |||||||||||||||||||||||||||||||||||
Number of common stock issued, value | $ 525,000 | $ 300,000 | |||||||||||||||||||||||||||||||||||
Exercise of Placement Agent Warrant [Member] | Common Stock [Member] | Subsequent Event [Member] | Greentree Financial Group, Inc [Member] | |||||||||||||||||||||||||||||||||||||
Number of shares of common stock | 51,129 | ||||||||||||||||||||||||||||||||||||
Number of common stock issued, value | $ 76,694 | ||||||||||||||||||||||||||||||||||||
Exercise of Placement Agent Warrant [Member] | Common Stock [Member] | Subsequent Event [Member] | Greentree Financial Group, Inc [Member] | |||||||||||||||||||||||||||||||||||||
Number of shares of common stock | 67,744 | ||||||||||||||||||||||||||||||||||||
Number of common stock issued, value | $ 101,616 | ||||||||||||||||||||||||||||||||||||
Exercise of Placement Agent Warrant [Member] | Common Stock [Member] | Subsequent Event [Member] | Greentree Financial Group, Inc [Member] | |||||||||||||||||||||||||||||||||||||
Number of shares of common stock | 20,358 | ||||||||||||||||||||||||||||||||||||
Number of common stock issued, value | $ 30,357 | ||||||||||||||||||||||||||||||||||||
Exercise of Placement Agent Warrant [Member] | Common Stock [Member] | Subsequent Event [Member] | Greentree Financial Group, Inc [Member] | |||||||||||||||||||||||||||||||||||||
Number of shares of common stock | 20,358 | ||||||||||||||||||||||||||||||||||||
Number of common stock issued, value | $ 30,537 | ||||||||||||||||||||||||||||||||||||
Exercise of Warrant [Member] | Common Stock [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||
Number of shares of common stock | 50,000 | ||||||||||||||||||||||||||||||||||||
Number of common stock issued, value | $ 75,000 | ||||||||||||||||||||||||||||||||||||
Purchase and Sale Agreement [Member] | Common Stock [Member] | Subsequent Event [Member] | Mercury FundingCo, LLC [Member] | |||||||||||||||||||||||||||||||||||||
Number of shares of common stock | 1,132,209 | ||||||||||||||||||||||||||||||||||||
Number of common stock issued, value | $ 1,890,956 | ||||||||||||||||||||||||||||||||||||
Ownership interest | 8.05% | ||||||||||||||||||||||||||||||||||||
Purchase and Sale Agreement [Member] | Common Stock [Member] | Subsequent Event [Member] | Ventus Capital, LLC [Member] | |||||||||||||||||||||||||||||||||||||
Number of shares of common stock | 1,078,073 | ||||||||||||||||||||||||||||||||||||
Number of common stock issued, value | $ 1,800,382 | ||||||||||||||||||||||||||||||||||||
Ownership interest | 7.64% | ||||||||||||||||||||||||||||||||||||
Purchase and Sale Agreement [Member] | Sellers [Member] | |||||||||||||||||||||||||||||||||||||
Cumulative revenue | $ 10,000,000 | ||||||||||||||||||||||||||||||||||||
Number of shares of common stock | 125,000 | ||||||||||||||||||||||||||||||||||||
Purchase and Sale Agreement [Member] | Sellers [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||||||||||
Number of common stock for acquisition | 2,210,382 | ||||||||||||||||||||||||||||||||||||
Purchase and Sale Agreement [Member] | Sellers [Member] | Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||
Number of common stock for acquisition | 764,618 | ||||||||||||||||||||||||||||||||||||
Forbearance Agreement [Member] | Holder [Member] | Subsequent Event [Member] | Notes Payable [Member] | |||||||||||||||||||||||||||||||||||||
Forbearance fee | $ 12,500 | ||||||||||||||||||||||||||||||||||||
Future Purchase Agreement [Member] | Subsequent Event [Member] | Itria Ventures, LLC [Member] | |||||||||||||||||||||||||||||||||||||
Sale of receivables agreed | $ 155,000 | ||||||||||||||||||||||||||||||||||||
Receivables | $ 125,000 | ||||||||||||||||||||||||||||||||||||
Asset Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||
Payments to purchase assets | $ 300,000 | ||||||||||||||||||||||||||||||||||||
Platform License Agreement [Member] | Licensor [Member] | |||||||||||||||||||||||||||||||||||||
Number of shares of common stock | 750,000 | ||||||||||||||||||||||||||||||||||||
Licensor fee percenatge | 30.00% | ||||||||||||||||||||||||||||||||||||
Platform License Agreement [Member] | Common Stock [Member] | Subsequent Event [Member] | Honey Badger Media, LLC [Member] | |||||||||||||||||||||||||||||||||||||
Number of shares of common stock | 750,000 | ||||||||||||||||||||||||||||||||||||
Number of common stock issued, value | $ 1,125,000 | ||||||||||||||||||||||||||||||||||||
Employment Agreement [Member] | Brett Vroman [Member] | |||||||||||||||||||||||||||||||||||||
Issuance of common stock | $ 150,000 | $ 150,000 | |||||||||||||||||||||||||||||||||||
Employment Agreement [Member] | Subsequent Event [Member] | Laurie Argall [Member] | |||||||||||||||||||||||||||||||||||||
Base salary | $ 60,000 | ||||||||||||||||||||||||||||||||||||
Employment Agreement [Member] | Subsequent Event [Member] | Christopher Ferguson [Member] | |||||||||||||||||||||||||||||||||||||
Base salary | $ 200,000 | ||||||||||||||||||||||||||||||||||||
Issuance of common stock | $ 120,000 | ||||||||||||||||||||||||||||||||||||
Percentage for cash bonus in annual base salary | 30.00% | ||||||||||||||||||||||||||||||||||||
Percentage award for common stock vested | 200.00% | ||||||||||||||||||||||||||||||||||||
Enterprise value for common stock | $ 25,042,464 | ||||||||||||||||||||||||||||||||||||
Employment Agreement [Member] | Subsequent Event [Member] | Brett Vroman [Member] | |||||||||||||||||||||||||||||||||||||
Base salary | 200,000 | ||||||||||||||||||||||||||||||||||||
Issuance of common stock | $ 120,000 | $ 150,000 | |||||||||||||||||||||||||||||||||||
Percentage for cash bonus in annual base salary | 30.00% | ||||||||||||||||||||||||||||||||||||
Percentage award for common stock vested | 200.00% | ||||||||||||||||||||||||||||||||||||
Enterprise value for common stock | $ 25,042,464 | ||||||||||||||||||||||||||||||||||||
Employment Agreement [Member] | Subsequent Event [Member] | Brian Mc Fadden [Member] | |||||||||||||||||||||||||||||||||||||
Base salary | 200,000 | ||||||||||||||||||||||||||||||||||||
Issuance of common stock | $ 120,000 | ||||||||||||||||||||||||||||||||||||
Percentage for cash bonus in annual base salary | 30.00% | ||||||||||||||||||||||||||||||||||||
Percentage award for common stock vested | 200.00% | ||||||||||||||||||||||||||||||||||||
Enterprise value for common stock | $ 25,042,464 | ||||||||||||||||||||||||||||||||||||
Employment Agreement [Member] | Subsequent Event [Member] | Maximum [Member] | Christopher Ferguson [Member] | |||||||||||||||||||||||||||||||||||||
Issuance of common stock | 150,000 | ||||||||||||||||||||||||||||||||||||
Employment Agreement [Member] | Subsequent Event [Member] | Maximum [Member] | Brett Vroman [Member] | |||||||||||||||||||||||||||||||||||||
Issuance of common stock | 100,000 | ||||||||||||||||||||||||||||||||||||
Employment Agreement [Member] | Subsequent Event [Member] | Maximum [Member] | Brian Mc Fadden [Member] | |||||||||||||||||||||||||||||||||||||
Issuance of common stock | 100,000 | ||||||||||||||||||||||||||||||||||||
Employment Agreement [Member] | Subsequent Event [Member] | Minimum [Member] | Christopher Ferguson [Member] | |||||||||||||||||||||||||||||||||||||
Base salary | 15,000 | ||||||||||||||||||||||||||||||||||||
Employment Agreement [Member] | Subsequent Event [Member] | Minimum [Member] | Brett Vroman [Member] | |||||||||||||||||||||||||||||||||||||
Base salary | 15,000 | ||||||||||||||||||||||||||||||||||||
Employment Agreement [Member] | Subsequent Event [Member] | Minimum [Member] | Brian Mc Fadden [Member] | |||||||||||||||||||||||||||||||||||||
Base salary | 15,000 | ||||||||||||||||||||||||||||||||||||
Employment Agreement [Member] | One-time Signing Bonus [Member] | Subsequent Event [Member] | Brian Mc Fadden [Member] | |||||||||||||||||||||||||||||||||||||
Issuance of common stock | $ 150,000 | ||||||||||||||||||||||||||||||||||||
Inventory Management Agreement [Member] | Subsequent Event [Member] | Forever 8 Fund, LLC [Member] | |||||||||||||||||||||||||||||||||||||
Ownership interest | 45.00% | ||||||||||||||||||||||||||||||||||||
Advanced the vendors | $ 239,283 |
Subsequent Events (Details Na_2
Subsequent Events (Details Narrative) (10-K) | Aug. 12, 2020 | Aug. 04, 2020USD ($)shares | Jul. 29, 2020USD ($)$ / sharesshares | Jul. 23, 2020USD ($)shares | May 28, 2020USD ($)shares | May 22, 2020USD ($)shares | May 21, 2020USD ($)shares | May 19, 2020USD ($) | May 17, 2020shares | May 07, 2020USD ($) | Apr. 24, 2020USD ($)$ / sharesshares | Apr. 15, 2020USD ($)shares | Apr. 15, 2020USD ($) | Apr. 07, 2020USD ($)$ / sharesshares | Mar. 16, 2020USD ($)shares | Mar. 11, 2020USD ($)shares | Feb. 17, 2020$ / sharesshares | Feb. 07, 2020USD ($)shares | Jan. 29, 2020 | Jan. 29, 2020 | Jan. 24, 2020USD ($)shares | Jan. 24, 2020USD ($) | Jan. 23, 2020USD ($)d / TradingDays$ / sharesshares | Jan. 17, 2020USD ($)shares | Jan. 15, 2020USD ($)shares | Jan. 13, 2020USD ($)shares | Jan. 10, 2020USD ($)shares | Jan. 02, 2020USD ($) | Aug. 26, 2019USD ($)shares | Jun. 14, 2019 | Jul. 31, 2019shares | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | May 20, 2020 | May 13, 2020 | Mar. 25, 2020$ / sharesshares |
Value of shares issued during period for service rendered | $ 253,000 | $ 394,125 | $ 738,300 | $ 801,000 | |||||||||||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||||||
Proceeds from convertible promissory note | $ 1,660,000 | $ 1,111,111 | $ 1,111,111 | ||||||||||||||||||||||||||||||||||||
Number of common stock issued, value | $ 2,039,303 | $ 5,315,176 | |||||||||||||||||||||||||||||||||||||
Common stock, shares, outstanding | shares | 11,893,291 | 8,015,756 | 5,654,830 | ||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||||||
Preferred stock, authorized | shares | 30,000,000 | 30,000,000 | |||||||||||||||||||||||||||||||||||||
Repurchase inventory | $ 1,515,351 | $ 1,369,225 | $ 923,707 | ||||||||||||||||||||||||||||||||||||
12% Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 560,000 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Feb. 26, 2020 | ||||||||||||||||||||||||||||||||||||||
Proceeds from convertible promissory note | $ 588,366 | ||||||||||||||||||||||||||||||||||||||
Number of shares returned | shares | 153,005 | ||||||||||||||||||||||||||||||||||||||
Number of shares of common stock | shares | 181,005 | ||||||||||||||||||||||||||||||||||||||
Investor [Member] | 12% Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||||||||||||
Number of shares of common stock | shares | 100,000 | ||||||||||||||||||||||||||||||||||||||
Greentree Financial Group, Inc [Member] | Investor [Member] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 740,000 | $ 360,000 | |||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Oct. 23, 2020 | ||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | shares | 370,000 | 320,000 | |||||||||||||||||||||||||||||||||||||
Value of shares issued during period for service rendered | $ 1,394,900 | $ 1,158,400 | |||||||||||||||||||||||||||||||||||||
Loan Agreement [Member] | Tiburon Opportunity Fund [Member] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Dec. 27, 2019 | ||||||||||||||||||||||||||||||||||||||
Loan Agreement [Member] | Greentree Financial Group, Inc [Member] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 1,100,000 | ||||||||||||||||||||||||||||||||||||||
Debt conversion price per share | $ / shares | $ 2 | ||||||||||||||||||||||||||||||||||||||
Debt Conversion Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 424,000 | ||||||||||||||||||||||||||||||||||||||
Debt conversion price per share | $ / shares | $ 2 | ||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Number of shares of common stock | shares | 20,000 | ||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | BHP Capital NY Inc. [Member] | Investor [Member] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 168,000 | ||||||||||||||||||||||||||||||||||||||
Debt conversion price per share | $ / shares | $ 2.05 | ||||||||||||||||||||||||||||||||||||||
Debt conversion description | Upon an Event of Default, the Conversion Price shall equal the Alternate Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower's securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The "Alternate Conversion Price" shall equal the lesser of (i) 80% multiplied by the average of the three lowest daily volume weighted average prices ("VWAP") during the previous twenty (20) Trading Days (as defined below) before the Issue Date of this Note (representing a discount rate of 20%) or (ii) 80% multiplied by the Market Price (as defined herein) (representing a discount rate of 20%). "Market Price" means the average of the three lowest daily VWAPs for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. | ||||||||||||||||||||||||||||||||||||||
Number of shares of common stock | shares | 10,700 | ||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Jefferson Street Capital, LLC [Member] | Investor [Member] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 224,000 | $ 168,000 | |||||||||||||||||||||||||||||||||||||
Debt conversion price per share | $ / shares | $ 2.05 | $ 2.05 | |||||||||||||||||||||||||||||||||||||
Debt conversion description | Upon an Event of Default, the Conversion Price shall equal the Alternate Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower's securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The "Alternate Conversion Price" shall equal the lesser of (i) 80% multiplied by the average of the three lowest daily volume weighted average prices ("VWAP") during the previous twenty (20) Trading Days (as defined below) before the Issue Date of this Note (representing a discount rate of 20%) or (ii) 80% multiplied by the Market Price (as defined herein) (representing a discount rate of 20%). "Market Price" means the average of the three lowest daily VWAPs for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. | Upon an Event of Default, the Conversion Price shall equal the Alternate Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower's securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The "Alternate Conversion Price" shall equal the lesser of (i) 80% multiplied by the average of the three lowest daily volume weighted average prices ("VWAP") during the previous twenty (20) Trading Days (as defined below) before the Issue Date of this Note (representing a discount rate of 20%) or (ii) 80% multiplied by the Market Price (as defined herein) (representing a discount rate of 20%). "Market Price" means the average of the three lowest daily VWAPs for the Common Stock during the twenty (20) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. | |||||||||||||||||||||||||||||||||||||
Number of shares of common stock | shares | 14,266 | 10,700 | |||||||||||||||||||||||||||||||||||||
Purchase of Inventory and Repurchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Dec. 10, 2020 | ||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||
Number of shares of common stock | shares | 12,500 | ||||||||||||||||||||||||||||||||||||||
Number of common stock issued, value | $ 12,500 | $ 477,500 | |||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | ||||||||||||||||||||||||||||||||||||||
Preferred stock, authorized | shares | 30,000,000 | ||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | 12% Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||||||||||||
Number of shares returned | shares | 153,005 | ||||||||||||||||||||||||||||||||||||||
Number of reserved shares canceled | shares | 875,000 | ||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Consultant [Member] | |||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | shares | 50,000 | ||||||||||||||||||||||||||||||||||||||
Value of shares issued during period for service rendered | $ 114,000 | ||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Ridgewood LLC [Member] | |||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | shares | 50,000 | ||||||||||||||||||||||||||||||||||||||
Value of shares issued during period for service rendered | $ 100,000 | ||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Greentree Financial Group, Inc [Member] | |||||||||||||||||||||||||||||||||||||||
Description on amendment agreement | (i) correct the effective date set forth in the Loan Agreement, Note and Warrant to January 23, 2020, (ii) clarify the terms of the registration right provision in the Loan Agreement, and (iii) to ensure that the total number of shares of Common Stock issued pursuant to the Loan Agreement, the Note, and/or the Warrant, each as amended, does not exceed 17.99% of the Company's issued and outstanding Common Stock as of January 23, 2020. | ||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | MZHCI, LLC [Member] | |||||||||||||||||||||||||||||||||||||||
Number of shares of common stock | shares | 15,000 | ||||||||||||||||||||||||||||||||||||||
Number of common stock issued, value | $ 40,350 | ||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Caro Partners, LLC [Member] | |||||||||||||||||||||||||||||||||||||||
Number of common stock issued, value | $ 31,625 | ||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | BHP Capital NY Inc. [Member] | |||||||||||||||||||||||||||||||||||||||
Number of shares of common stock | shares | 10,700 | ||||||||||||||||||||||||||||||||||||||
Number of common stock issued, value | $ 21,935 | ||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Jefferson Street Capital, LLC [Member] | |||||||||||||||||||||||||||||||||||||||
Number of shares of common stock | shares | 10,700 | ||||||||||||||||||||||||||||||||||||||
Number of common stock issued, value | $ 21,935 | ||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | 32 Entertainment, LLC [Member] | Amended Subordinate Secured Note [Member] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 56,250 | $ 200,000 | |||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, effective percentage | 16.00% | ||||||||||||||||||||||||||||||||||||||
Debt return amount | $ 6,250 | ||||||||||||||||||||||||||||||||||||||
Number of shares issued during period of restricted stock | shares | 40,000 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | May 21, 2020 | ||||||||||||||||||||||||||||||||||||||
Prepay of debt principal amount | $ 50,000 | ||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | PPE Brickell Supplies, LLC [Member] | |||||||||||||||||||||||||||||||||||||||
Number of shares of common stock | shares | 200,000 | ||||||||||||||||||||||||||||||||||||||
Number of common stock issued, value | $ 456,000 | ||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Graphene Holdings, LLC [Member] | |||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | shares | 200,000 | ||||||||||||||||||||||||||||||||||||||
Value of shares issued during period for service rendered | $ 466,000 | ||||||||||||||||||||||||||||||||||||||
Number of shares of common stock | shares | 50,000 | ||||||||||||||||||||||||||||||||||||||
Number of common stock issued, value | $ 114,000 | ||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Loan Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, effective percentage | 1.00% | 1.00% | |||||||||||||||||||||||||||||||||||||
Number of warrants to purchase shares of common stock | shares | 550,000 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Apr. 15, 2022 | Jan. 23, 2023 | |||||||||||||||||||||||||||||||||||||
Warrant, exercise price | $ / shares | $ 2 | ||||||||||||||||||||||||||||||||||||||
Proceeds from loan | $ 789,852 | ||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Loan Agreement [Member] | 10% Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 1,100,000 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, effective percentage | 10.00% | ||||||||||||||||||||||||||||||||||||||
Debt conversion price per share | $ / shares | $ 2 | ||||||||||||||||||||||||||||||||||||||
Number of warrants to purchase shares of common stock | shares | 550,000 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Oct. 23, 2020 | ||||||||||||||||||||||||||||||||||||||
Warrant, exercise price | $ / shares | $ 2 | ||||||||||||||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | ||||||||||||||||||||||||||||||||||||||
Proceeds from convertible promissory note | $ 1,100,000 | ||||||||||||||||||||||||||||||||||||||
Debt conversion description | The Note reiterates the registration rights set forth in the Loan Agreement and the Warrant. There is no prepayment penalty on the Note. If the Note is not prepaid by the 90th day after the effective date of the Registration Statement, the Investor is required to convert the entire amount of principal and interest outstanding on the Note at that time, at a price of $2.00 per share, unless an event of default (as such events are described in the Note) under the Note has occurred, in which case the Note would be mandatorily converted at a price equal to 50% of the lowest trading price of the Common Stock for the last 10 trading days immediately prior to, but not including, the date that the Note mandatorily converts. The Note also contains a conversion limitation provision, which prohibits the Investor from converting the Note in an amount that would result in the beneficial ownership of greater than 4.9% of the total issued and outstanding shares of Common Stock, provided that (i) such conversion limitation may be waived by the Investor with 61 days prior notice, and (ii) the Investor cannot waive the conversion limitation if conversion of the Note would result in the Investor having beneficial ownership of greater than 9.9% of the total issued and outstanding shares of Common Stock. | ||||||||||||||||||||||||||||||||||||||
Debt instrument, convertible, threshold percentage of stock price | 50.00% | ||||||||||||||||||||||||||||||||||||||
Debt instrument, convertible, threshold trading days | d / TradingDays | 10 | ||||||||||||||||||||||||||||||||||||||
Warrant expiration date | Jan. 23, 2023 | ||||||||||||||||||||||||||||||||||||||
Shares sold price per share | $ / shares | $ 3 | ||||||||||||||||||||||||||||||||||||||
Consecutive threshold trading days | d / TradingDays | 20 | ||||||||||||||||||||||||||||||||||||||
Unexercised portion of warrants, price per share | $ / shares | $ 1 | ||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Loan Agreement [Member] | 10% Convertible Promissory Note [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||
Warrant, exercise price | $ / shares | $ 2 | ||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Loan Agreement [Member] | Investor [Member] | |||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, issued for services | shares | 100,000 | ||||||||||||||||||||||||||||||||||||||
Additional shares issued for advisory services | shares | 60,000 | ||||||||||||||||||||||||||||||||||||||
Legal fees | $ 15,000 | ||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Loan Agreement [Member] | Tiburon Opportunity Fund [Member] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 400,000 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, effective percentage | 1.50% | ||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Loan Agreement [Member] | ED Roses, LLC [Member] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 150,000 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, effective percentage | 1.50% | ||||||||||||||||||||||||||||||||||||||
Debt return amount | $ 180,000 | ||||||||||||||||||||||||||||||||||||||
Debt return amount, principal | 150,000 | ||||||||||||||||||||||||||||||||||||||
Debt return amount, interest | $ 30,000 | ||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Loan Agreement [Member] | Labrys Fund, LP [Member] | 12% Convertible Promissory Note [Member] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, effective percentage | 12.00% | 12.00% | |||||||||||||||||||||||||||||||||||||
Proceeds from convertible promissory note | $ 588,366 | ||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Debt Conversion Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Debt converted amount | $ 400,000 | ||||||||||||||||||||||||||||||||||||||
Debt conversion price per share | $ / shares | $ 2 | ||||||||||||||||||||||||||||||||||||||
Number of shares issued during period of restricted stock | shares | 200,000 | ||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | 5% Promissory Note Agreement [Member] | Rawleigh Ralls [Member] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 267,000 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, effective percentage | 5.00% | ||||||||||||||||||||||||||||||||||||||
Value of shares purchased | $ 250,000 | ||||||||||||||||||||||||||||||||||||||
Number of warrants to purchase shares of common stock | shares | 125,000 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Jul. 10, 2020 | ||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | 5% Promissory Note Agreement [Member] | Richard O'Leary [Member] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 53,500 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, effective percentage | 5.00% | ||||||||||||||||||||||||||||||||||||||
Value of shares purchased | $ 50,000 | ||||||||||||||||||||||||||||||||||||||
Number of warrants to purchase shares of common stock | shares | 25,000 | ||||||||||||||||||||||||||||||||||||||
Number of shares issued for incentive | shares | 6,500 | 13,000 | 33,000 | ||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Jul. 17, 2020 | Jul. 15, 2020 | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | 5% Promissory Note Agreement [Member] | Paul J. Solit & Julie B. Solit [Member] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 107,000 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, effective percentage | 5.00% | ||||||||||||||||||||||||||||||||||||||
Value of shares purchased | $ 100,000 | ||||||||||||||||||||||||||||||||||||||
Number of warrants to purchase shares of common stock | shares | 50,000 | ||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Purchase Agreement [Member] | Pearl 33 Holdings, LLC [Member] | |||||||||||||||||||||||||||||||||||||||
Shares sold price per share | $ / shares | $ 1 | ||||||||||||||||||||||||||||||||||||||
Number of shares of common stock | shares | 150,000 | ||||||||||||||||||||||||||||||||||||||
Number of shares sold during period | shares | 80,065 | ||||||||||||||||||||||||||||||||||||||
Ownership percentage | 72.15% | ||||||||||||||||||||||||||||||||||||||
Common stock, shares, outstanding | shares | 110,964 | ||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Asset Purchase Agreement [Member] | Common Stock One [Member] | |||||||||||||||||||||||||||||||||||||||
Purchased assets achieve cumulative revenue | $ 2,500,000 | ||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, purchase of assets | shares | 125,000 | ||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Asset Purchase Agreement [Member] | Common Stock Two [Member] | |||||||||||||||||||||||||||||||||||||||
Purchased assets achieve cumulative revenue | $ 5,000,000 | ||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, purchase of assets | shares | 125,000 | ||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Asset Purchase Agreement [Member] | Scalematix, LLC [Member] | |||||||||||||||||||||||||||||||||||||||
Number of shares issued during period of restricted stock | shares | 238,750 | ||||||||||||||||||||||||||||||||||||||
Value of shares issued during period of restricted stock | $ 70,850 | ||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Consulting Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Consultant transaction description | Under the terms of the Agreement, the Consultant is to provide business development services and consultation related to potential trade financing opportunities. The Agreement has a term of six (6) months. The Consultant is to be compensated ten thousand (10,000) shares of common stock upon execution of the Agreement and then shall receive six (6) additional monthly payments of eight thousand (8,000) shares of restricted common stock per month beginning on May 24, 2020 and ending on October 24, 2020. | ||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Consulting Agreement [Member] | Consultant [Member] | |||||||||||||||||||||||||||||||||||||||
Number of shares of common stock | shares | 300,000 | ||||||||||||||||||||||||||||||||||||||
Number of common stock issued, value | $ 600,000 | ||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Consulting Agreement One [Member] | Consultant [Member] | |||||||||||||||||||||||||||||||||||||||
Number of shares of common stock | shares | 50,000 | ||||||||||||||||||||||||||||||||||||||
Number of common stock issued, value | $ 100,000 | ||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | BHP Capital NY Inc. [Member] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, effective percentage | 2.00% | ||||||||||||||||||||||||||||||||||||||
Debt conversion price per share | $ / shares | $ 2.05 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Oct. 7, 2020 | ||||||||||||||||||||||||||||||||||||||
Proceeds from convertible promissory note | $ 150,000 | ||||||||||||||||||||||||||||||||||||||
Debt conversion description | The Investor shall have the right at any time to convert all or any part of the outstanding and unpaid principal, interest, fees, or any other obligation owed pursuant to this Note into fully paid and non-assessable shares of Common Stock at a conversion price equal to $2.05 per share. | ||||||||||||||||||||||||||||||||||||||
Number of shares of common stock | shares | 10,700 | ||||||||||||||||||||||||||||||||||||||
Convertible promissory note | $ 168,000 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, original issue discount | $ 18,000 | ||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Jefferson Street Capital, LLC [Member] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, effective percentage | 2.00% | ||||||||||||||||||||||||||||||||||||||
Debt conversion price per share | $ / shares | $ 2.05 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Oct. 7, 2020 | ||||||||||||||||||||||||||||||||||||||
Proceeds from convertible promissory note | $ 150,000 | ||||||||||||||||||||||||||||||||||||||
Debt conversion description | The Investor shall have the right at any time to convert all or any part of the outstanding and unpaid principal, interest, fees, or any other obligation owed pursuant to this Note into fully paid and non-assessable shares of Common Stock at a conversion price equal to $2.05 per share. | ||||||||||||||||||||||||||||||||||||||
Number of shares of common stock | shares | 10,700 | ||||||||||||||||||||||||||||||||||||||
Convertible promissory note | $ 168,000 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, original issue discount | $ 18,000 | ||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Purchase of Inventory and Repurchase Agreement [Member] | Fergco Bros, LLC [Member] | |||||||||||||||||||||||||||||||||||||||
Payment for assets | $ 100,000 | ||||||||||||||||||||||||||||||||||||||
Repurchase date | Jun. 30, 2020 | ||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Purchase of Inventory and Repurchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Number of shares of common stock | shares | 10,000 | ||||||||||||||||||||||||||||||||||||||
Repurchase date | Jun. 30, 2020 | ||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Purchase of Inventory and Repurchase Agreement [Member] | Fergco Bros, LLC [Member] | |||||||||||||||||||||||||||||||||||||||
Repurchase inventory | $ 105,000 | ||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Distributor Agreement [Member] | Marrone Bio Innovations, LLC [Member] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate, effective percentage | 15.00% | ||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Share Exchange Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Percentage of issued and outstanding units | 50.00% | ||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Amended Limited Liability Company Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Ownership percentage | 50.00% | ||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Amended Limited Liability Company Agreement [Member] | PPE Brickell Supplies, LLC [Member] | |||||||||||||||||||||||||||||||||||||||
Ownership percentage | 25.00% | ||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Amended Limited Liability Company Agreement [Member] | Graphene Holdings, LLC [Member] | |||||||||||||||||||||||||||||||||||||||
Ownership percentage | 25.00% |